Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

___________



(Mark One)



☒ QUARTERLY
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the quarterly period ended June 30,
2019



☐ TRANSITION Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the transition period from _____________
to _______________



Commission File Number 001-33937



Live
Ventures Incorporated

(Exact name of registrant as specified in
its charter)



|Nevada                                                         | 85-0206668                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.)
|                                                               |                                  
|325 E. Warm Springs Road, Suite 102
        Las Vegas, Nevada  | 89119                            
|(Address of principal executive offices)                       | (Zip Code)                       



(702) 997-5968

(Registrant’s telephone number, including
area code)



Securities registered pursuant to Section
12(b) of the Act:



|Title of each class                      |  | Trading Symbol(s) |  | Name of each exchange on which registered              
|---------------------------------------- |  | ----------------- |  | -------------------------------------------------------
|Common Stock, $0.001 par value per share |  | LIVE              |  | The NASDAQ Stock Market LLC (The NASDAQ Capital Market)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒  No ☐



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | ☐ | Smaller reporting company | ☒
|Emerging growth company | ☐ |                           |  



If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒



The number of shares of the issuer’s
common stock, par value $.001 per share, outstanding as of August 9, 2019 was 1,852,577, with a market value of $11,208,091.












INDEX TO FORM 10-Q FILING



FOR THE QUARTER ENDED JUNE 30, 2019



TABLE
OF CONTENTS



|           |    |                                                                                                                                 | Page
|---------- | -- | ------------------------------------------------------------------------------------------------------------------------------- | ----
|           |    | PART I                                                                                                                          |     
|           |    |                                                                                                                                 |     
|           |    | FINANCIAL INFORMATION                                                                                                           |     
|           |    |                                                                                                                                 |     
|Item 1.    |    | Financial Statements                                                                                                            | 3   
|           |    |                                                                                                                                 |     
|           |    | Condensed Consolidated Balance Sheets as of June 30, 2019 (Unaudited) and September 30, 2018                                    | 3   
|           |    |                                                                                                                                 |     
|           |    | Condensed Consolidated Statements of Income (Unaudited) for the Three and Nine months ended June 30, 2019 and June 30, 2018     | 4   
|           |    |                                                                                                                                 |     
|           |    | Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine months ended June 30, 2019 and June 30, 2018           | 5   
|           |    |                                                                                                                                 |     
|           |    | Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Nine months ended June 30, 2019 and June 30, 2018 | 6   
|           |    |                                                                                                                                 |     
|           |    | Notes to the Condensed Consolidated Financial Statements (Unaudited)                                                            | 7   
|           |    |                                                                                                                                 |     
|Item 2.    |    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                           | 38  
|           |    |                                                                                                                                 |     
|Item 3.    |    | Quantitative and Qualitative Disclosures about Market Risk                                                                      | 50  
|           |    |                                                                                                                                 |     
|Item 4.    |    | Controls and Procedures                                                                                                         | 50  
|           |    |                                                                                                                                 |     
|           |    | PART II                                                                                                                         |     
|           |    |                                                                                                                                 |     
|           |    | OTHER INFORMATION                                                                                                               |     
|           |    |                                                                                                                                 |     
|Item 1.    |    | Legal Proceedings                                                                                                               | 52  
|           |    |                                                                                                                                 |     
|Item 1A.   |    | Risk Factors                                                                                                                    | 52  
|           |    |                                                                                                                                 |     
|Item 2.    |    | Unregistered Sales of Equity Securities and Use of Proceeds                                                                     | 52  
|           |    |                                                                                                                                 |     
|Item 3.    |    | Defaults upon Senior Securities                                                                                                 | 52  
|           |    |                                                                                                                                 |     
|Item 4.    |    | Mine Safety Disclosures                                                                                                         | 52  
|           |    |                                                                                                                                 |     
|Item 5.    |    | Other Information                                                                                                               | 52  
|           |    |                                                                                                                                 |     
|Item 6.    |    | Exhibits                                                                                                                        | 53  
|           |    |                                                                                                                                 |     
|SIGNATURES | 54







2






PART I - FINANCIAL INFORMATION



Item
1. Financial Statements





LIVE VENTURES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS







|                                                                                                                                                                                                                                                |  | June 30,    |             |   | September 30, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | - | ------------- | -
|                                                                                                                                                                                                                                                |  | 2019        |             |   | 2018          |  
|                                                                                                                                                                                                                                                |  | (Unaudited) |             |   |               |  
|                                                                                                                                                                                                                                                |  |             |             |   |               |  
|Assets                                                                                                                                                                                                                                          |  |             |             |   |               |  
|Cash                                                                                                                                                                                                                                            |  | $           | 2,416,540   |   |               | $
|Trade receivables, net                                                                                                                                                                                                                          |  |             | 11,225,403  |   |               |  
|Inventories, net                                                                                                                                                                                                                                |  |             | 40,198,403  |   |               |  
|Income taxes receivable                                                                                                                                                                                                                         |  |             | 134,789     |   |               |  
|Prepaid expenses and other current assets                                                                                                                                                                                                       |  |             | 2,824,563   |   |               |  
|Total current assets                                                                                                                                                                                                                            |  |             | 56,799,698  |   |               |  
|                                                                                                                                                                                                                                                |  |             |             |   |               |  
|Property and equipment, net                                                                                                                                                                                                                     |  |             | 23,970,198  |   |               |  
|Restricted cash                                                                                                                                                                                                                                 |  |             | –           |   |               |  
|Deposits and other assets                                                                                                                                                                                                                       |  |             | 254,481     |   |               |  
|Deferred taxes                                                                                                                                                                                                                                  |  |             | 2,009,448   |   |               |  
|Intangible assets, net                                                                                                                                                                                                                          |  |             | 5,709,983   |   |               |  
|Goodwill                                                                                                                                                                                                                                        |  |             | 36,946,735  |   |               |  
|Total assets                                                                                                                                                                                                                                    |  | $           | 125,690,543 |   |               | $
|                                                                                                                                                                                                                                                |  |             |             |   |               |  
|Liabilities and Stockholders' Equity                                                                                                                                                                                                            |  |             |             |   |               |  
|Liabilities:                                                                                                                                                                                                                                    |  |             |             |   |               |  
|Accounts payable                                                                                                                                                                                                                                |  | $           | 12,358,201  |   |               | $
|Accrued liabilities                                                                                                                                                                                                                             |  |             | 7,563,271   |   |               |  
|Current portion of long-term debt                                                                                                                                                                                                               |  |             | 8,598,026   |   |               |  
|Current portion of notes payable related parties                                                                                                                                                                                                |  |             | –           |   |               |  
|Total current liabilities                                                                                                                                                                                                                       |  |             | 28,519,498  |   |               |  
|                                                                                                                                                                                                                                                |  |             |             |   |               |  
|Long-term debt, net of current portion                                                                                                                                                                                                          |  |             | 48,802,227  |   |               |  
|Notes payable related parties, net of current portion                                                                                                                                                                                           |  |             | 4,752,632   |   |               |  
|Other non-current obligations                                                                                                                                                                                                                   |  |             | 1,205,882   |   |               |  
|Total liabilities                                                                                                                                                                                                                               |  |             | 83,280,239  |   |               |  
|                                                                                                                                                                                                                                                |  |             |             |   |               |  
|Commitments and contingencies                                                                                                                                                                                                                   |  |             |             |   |               |  
|                                                                                                                                                                                                                                                |  |             |             |   |               |  
|Stockholders' equity:                                                                                                                                                                                                                           |  |             |             |   |               |  
|Series B convertible preferred stock, $0.001 par value, 1,000,000 shares authorized, 214,244 shares issued and outstanding at June 30, 2019 and September 30, 2018                                                                              |  |             | 214         |   |               |  
|Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 127,840 shares issued and 77,840 shares outstanding at June 30, 2019 and at September 30, 2018, with a liquidation preference of $0.30 per share outstanding |  |             | 128         |   |               |  
|Common stock, $0.001 par value, 10,000,000 shares authorized, 2,088,186 shares issued and 1,860,282 shares outstanding at June 30, 2019; 2,088,186 shares issued and 1,945,247 shares outstanding at September 30, 2018                         |  |             | 2,088       |   |               |  
|Paid in capital                                                                                                                                                                                                                                 |  |             | 63,764,138  |   |               |  
|Treasury stock common 227,904 shares as of June 30, 2019 and 142,939 shares as of September 30, 2018                                                                                                                                            |  |             | (2,181,481  | ) |               |  
|Treasury stock Series E preferred 50,000 shares as of June 30, 2019 and 50,000 shares as of September 30, 2018                                                                                                                                  |  |             | (4,000      | ) |               |  
|Accumulated deficit                                                                                                                                                                                                                             |  |             | (19,170,783 | ) |               |  
|Total stockholders' equity                                                                                                                                                                                                                      |  |             | 42,410,304  |   |               |  
|Total liabilities and stockholders' equity                                                                                                                                                                                                      |  | $           | 125,690,543 |   |               | $





The accompanying notes are an integral part of these condensed consolidated financial statements





3








LIVE VENTURES, INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)





|                                                          |  | Three Months Ended June 30, |            |   | Nine Months Ended June 30, |  
|--------------------------------------------------------- |  | --------------------------- | ---------- | - | -------------------------- | -
|                                                          |  | 2019                        |            |   | 2018                       |  
|                                                          |  |                             |            |   |                            |  
|Revenues                                                  |  | $                           | 47,043,262 |   |                            | $
|Cost of revenues                                          |  |                             | 27,797,162 |   |                            |  
|Gross profit                                              |  |                             | 19,246,100 |   |                            |  
|                                                          |  |                             |            |   |                            |  
|Operating expenses:                                       |  |                             |            |   |                            |  
|General and administrative expenses                       |  |                             | 12,191,394 |   |                            |  
|Sales and marketing expenses                              |  |                             | 3,246,137  |   |                            |  
|Total operating expenses                                  |  |                             | 15,437,531 |   |                            |  
|Operating income                                          |  |                             | 3,808,569  |   |                            |  
|Other (expense) income:                                   |  |                             |            |   |                            |  
|Interest expense, net                                     |  |                             | (1,604,622 | ) |                            |  
|Bargain purchase gain on acquisition                      |  |                             | –          |   |                            |  
|Other income                                              |  |                             | (161,977   | ) |                            |  
|Total other (expense) income, net                         |  |                             | (1,766,599 | ) |                            |  
|Income before provision for income taxes                  |  |                             | 2,041,970  |   |                            |  
|Provision for income taxes                                |  |                             | 561,627    |   |                            |  
|Net income                                                |  | $                           | 1,480,343  |   |                            | $
|                                                          |  |                             |            |   |                            |  
|Dividends declared - series B convertible preferred stock |  | $                           | –          |   |                            | $
|Dividends declared - series E convertible preferred stock |  | $                           | 292        |   |                            | $
|Dividends declared - common stock                         |  | $                           | –          |   |                            | $
|                                                          |  |                             |            |   |                            |  
|Earnings per share:                                       |  |                             |            |   |                            |  
|Basic                                                     |  | $                           | 0.78       |   |                            | $
|Diluted                                                   |  | $                           | 0.41       |   |                            | $
|                                                          |  |                             |            |   |                            |  
|Weighted average common shares outstanding:               |  |                             |            |   |                            |  
|Basic                                                     |  |                             | 1,886,445  |   |                            |  
|Diluted                                                   |  |                             | 3,625,630  |   |                            |  



The accompanying notes are an integral part of these condensed consolidated financial statements





4








LIVE VENTURES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)





|                                                                                                      |  | Nine Months Ended June 30, |            
|----------------------------------------------------------------------------------------------------- |  | -------------------------- | -----------
|                                                                                                      |  | 2019                       |            
|                                                                                                      |  |                            |            
|OPERATING ACTIVITIES:                                                                                 |  |                            |            
|Net income                                                                                            |  | $                          | 3,484,258  
|Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition: |  |                            |            
|Depreciation and amortization                                                                         |  |                            | 4,132,142  
|Gain on bargain purchase of acquisition                                                               |  |                            | –          
|Gain or loss on disposal of property and equipment                                                    |  |                            | (1,407,223 
|Amortization of debt issuance cost                                                                    |  |                            | 299,100    
|Stock based compensation expense                                                                      |  |                            | 109,803    
|Change in deferred rent                                                                               |  |                            | 370,485    
|Change in reserve for uncollectible accounts                                                          |  |                            | (193,150   
|Change in reserve for obsolete inventory                                                              |  |                            | (569,241   
|Change in restricted cash                                                                             |  |                            | 750,447    
|Change in deferred income taxes                                                                       |  |                            | 1,210,914  
|Change in other                                                                                       |  |                            | 256,180    
|Changes in assets and liabilities:                                                                    |  |                            |            
|Trade receivables                                                                                     |  |                            | 2,807,169  
|Inventories                                                                                           |  |                            | 6,897,877  
|Income taxes receivable                                                                               |  |                            | 113,913    
|Prepaid expenses and other current assets                                                             |  |                            | 483,454    
|Deposits and other assets                                                                             |  |                            | 28,662     
|Accounts payable                                                                                      |  |                            | (2,230,154 
|Accrued liabilities                                                                                   |  |                            | (1,008,510 
|Income taxes payable                                                                                  |  |                            | –          
|                                                                                                      |  |                            |            
|Net cash provided by operating activities                                                             |  |                            | 15,536,126 
|                                                                                                      |  |                            |            
|INVESTING ACTIVITIES:                                                                                 |  |                            |            
|Purchase of intangible assets                                                                         |  |                            | (111,648   
|Proceeds from the sale of property and equipment                                                      |  |                            | 4,382,475  
|Purchase of property and equipment                                                                    |  |                            | (2,019,020 
|                                                                                                      |  |                            |            
|Net cash provided by (used in) investing activities                                                   |  |                            | 2,251,807  
|                                                                                                      |  |                            |            
|FINANCING ACTIVITIES:                                                                                 |  |                            |            
|Net borrowings (payments) under revolver loans                                                        |  |                            | (5,446,384 
|Purchase of series E preferred treasury stock                                                         |  |                            | –          
|Payment of debt issuance cost                                                                         |  |                            | (168,457   
|Proceeds from issuance of notes payable                                                               |  |                            | –          
|Purchase of common treasury stock                                                                     |  |                            | (631,470   
|Payments on related party notes payable                                                               |  |                            | (1,068,875 
|Payments on notes payable                                                                             |  |                            | (10,047,829
|                                                                                                      |  |                            |            
|Net cash used in financing activities                                                                 |  |                            | (17,363,015
|                                                                                                      |  |                            |            
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                      |  |                            | 424,918    
|                                                                                                      |  |                            |            
|CASH AND CASH EQUIVALENTS, beginning of period                                                        |  |                            | 1,991,622  
|                                                                                                      |  |                            |            
|CASH AND CASH EQUIVALENTS, end of period                                                              |  | $                          | 2,416,540  
|                                                                                                      |  |                            |            
|Supplemental cash flow disclosures:                                                                   |  |                            |            
|Interest paid                                                                                         |  | $                          | 4,437,166  
|Income taxes paid (refunded)                                                                          |  | $                          | 85,900     
|Noncash financing and investing activities:                                                           |  |                            |            
|Due to sellers of ApplianceSmart, Inc. less liabilities assumed post acquisition                      |  | $                          | –          
|Accrued and unpaid dividends                                                                          |  | $                          | 876        



The accompanying notes are an integral part of these condensed consolidated financial statements





5








LIVE VENTURES INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

UNAUDITED



|                                   |  |              |           |  |                 |   |       | Series B        |  |  | Series E |  |  |        |     |  | Series E Preferred |  |         | Common          |  |   |                |  |  |                |           
|---------------------------------- |  | ------------ | --------- |  | --------------- | - | ----- | --------------- |  |  | -------- |  |  | ------ | --- |  | ------------------ |  | ------- | --------------- |  | - | -------------- |  |  | -------------- | ----------
|                                   |  | Common Stock |           |  | Preferred Stock |   |       | Preferred Stock |  |  |          |  |  | Stock  |     |  | Stock              |  |         |                 |  |   |                | 
|                                   |  | Shares       |           |  | Amount          |   |       | Shares          |  |  | Amount   |  |  | Shares |     |  | Amount             |  |         | Paid-In Capital |  |   | Treasury Stock |  |  | Treasury Stock |           
|                                   |  |              |           |  |                 |   |       |                 |  |  |          |  |  |        |     |  |                    |  |         |                 |  |   |                |  |  |                |           
|Balance, September 30, 2018        |  |              | 2,088,186 |  |                 | $ | 2,088 |                 |  |  | 214,244  |  |  | $      | 214 |  |                    |  | 127,840 |                 |  | $ | 128            |  |  | $              | 63,654,335
|Series E preferred stock dividends |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | –         
|Stock based compensation           |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | 109,803   
|Purchase of common treasury stock  |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | –         
|Net income                         |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | –         
|Balance, June 30, 2019             |  |              | 2,088,186 |  |                 | $ | 2,088 |                 |  |  | 214,244  |  |  | $      | 214 |  |                    |  | 127,840 |                 |  | $ | 128            |  |  | $              | 63,764,138





|                                               |  |              |           |  |                 |   |       | Series B        |  |  | Series E |  |  |        |     |  | Series E Preferred |  |         | Common          |  |   |                |  |  |                |            |  |                     |  
|---------------------------------------------- |  | ------------ | --------- |  | --------------- | - | ----- | --------------- |  |  | -------- |  |  | ------ | --- |  | ------------------ |  | ------- | --------------- |  | - | -------------- |  |  | -------------- | ---------- |  | ------------------- | -
|                                               |  | Common Stock |           |  | Preferred Stock |   |       | Preferred Stock |  |  |          |  |  | Stock  |     |  | Stock              |  |         |                 |  |   |                |  |  |                |           
|                                               |  | Shares       |           |  | Amount          |   |       | Shares          |  |  | Amount   |  |  | Shares |     |  | Amount             |  |         | Paid-In Capital |  |   | Treasury Stock |  |  | Treasury Stock |            |  | Accumulated Deficit |  
|                                               |  |              |           |  |                 |   |       |                 |  |  |          |  |  |        |     |  |                    |  |         |                 |  |   |                |  |  |                |            |  |                     |  
|Balance, September 30, 2017                    |  |              | 2,088,186 |  |                 | $ | 2,088 |                 |  |  | 214,244  |  |  | $      | 214 |  |                    |  | 127,840 |                 |  | $ | 128            |  |  | $              | 63,157,178 |  |                     | $
|Series E preferred stock dividends             |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | –          |  |                     |  
|Stock based compensation                       |  |              |           |  |                 |   |       |                 |  |  |          |  |  |        |     |  |                    |  |         |                 |  |   |                |  |  |                | 447,970    |  |                     |  
|Purchase of E Series  preferred treasury stock |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | –          |  |                     |  
|Purchase of common treasury stock              |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | –          |  |                     |  
|Net income                                     |  |              | –         |  |                 |   | –     |                 |  |  | –        |  |  |        | –   |  |                    |  | –       |                 |  |   | –              |  |  |                | –          |  |                     |  
|Balance, June 30, 2018                         |  |              | 2,088,186 |  |                 | $ | 2,088 |                 |  |  | 214,244  |  |  | $      | 214 |  |                    |  | 127,840 |                 |  | $ | 128            |  |  | $              | 63,605,148 |  |                     | $





The accompanying notes are an integral part of these condensed consolidated financial statements



6








LIVE VENTURES INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED JUNE
30, 2019 AND 2018



Note 1:       Background
and Basis of Presentation



The accompanying condensed consolidated
financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively,
the “Company”). Commencing in fiscal year 2015, the Company began a strategic shift in its business plan away from
providing online marketing solutions for small and medium sized business to acquiring profitable companies in various industries
that have demonstrated a strong history of earnings power. The Company continues to actively develop, revise and evaluate its products,
services and its marketing strategies in its businesses. The Company has three operating segments: Manufacturing, Retail and Online
(our new name for the previously named Marketplace Platform segment) and Services. With Marquis Industries, Inc. (“Marquis”),
the Company is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floorcoverings. With Vintage Stock,
Inc. (“Vintage Stock”), the Company is engaged in the sale of new and used movies, music, collectibles, comics, books,
games, game systems and components. With ApplianceSmart, Inc. (“ApplianceSmart”), the Company is engaged in the sale
of new and “open box” major appliances through a chain of company-owned retail stores.



The unaudited condensed consolidated financial
statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim
financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial
statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations
for three and nine months ended June 30, 2019 are not necessarily indicative of the results to be expected for the fiscal year
ending September 30, 2019. This financial information should be read in conjunction with the consolidated financial statements
and related notes thereto as of September 30, 2018 and for the fiscal year then ended included in the Company’s Annual Report
on Form 10-K for the fiscal year ended September 30, 2018, as amended, filed with the U.S. Securities and Exchange Commission (the
“SEC”) on December 27, 2018 (the “2018 10-K”).



Note 2:       Summary
of Significant Accounting Policies



Principles of Consolidation



The accompanying condensed consolidated
financial statements represent the consolidated financial position, results of operations and cash flows of Live Ventures Incorporated
and its wholly-owned subsidiaries. On July 6, 2015, the Company acquired 80% of Marquis Industries, Inc. and subsidiaries (“Marquis”).
Effective November 30, 2015, the Company acquired the remaining 20% of Marquis. On November 3, 2016, the Company acquired 100%
of Vintage Stock, Inc., a Missouri corporation (“Vintage Stock”), through its newly formed, wholly-owned subsidiary,
Vintage Stock Affiliated Holdings LLC (“VSAH”). Effective December 30, 2017, the Company acquired 100% of ApplianceSmart
through its then newly formed, wholly-owned subsidiary, ApplianceSmart Holdings LLC (“ASH”). All intercompany transactions
and balances have been eliminated in consolidation.



Use of Estimates



The preparation of the consolidated financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Significant estimates made in connection
with the consolidated financial statements include the estimate of dilution and fees associated with billings, the estimated reserve
for doubtful current and long-term trade and other receivables, sales return allowance, the estimated reserve for excess and obsolete
inventory, estimated fair value and forfeiture rates for stock-based compensation, fair values in connection with the analysis
of goodwill, other intangibles and long-lived assets for impairment, current portion of long-term debt, valuation allowance against
deferred tax assets and estimated useful lives for intangible assets and property and equipment.









7






Financial Instruments



Financial instruments consist primarily
of cash equivalents, trade and other receivables, advances to affiliates and obligations under accounts payable, accrued expenses
and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, accounts payable, accrued
expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value
of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s
existing debt arrangements, unless quoted market prices were available (Level 2 inputs). The carrying amounts of long-term debt
at June 30, 2019 and September 30, 2018 approximate fair value.



Trade Receivables



The Company grants trade credit to customers
under credit terms that it believes are customary in the industry it operates and does not require collateral to support customer
trade receivables. Some of the Company’s trade receivables are factored primarily through two factors. Factored trade receivables
are sold without recourse for substantially all of the balance receivable for credit approved accounts. The factor purchases the
trade receivables for the gross amount of the respective invoice(s), less factoring commissions, trade and cash discounts. The
factor charges the Company a factoring commission for each trade account, which is between 0.75-1.00% of the gross amount of the
invoice(s) factored on the date of the purchase, plus interest calculated at 3.25%-6% per annum. The minimum annual commission
due the factor is $112,500 per contract year. Total commissions paid to factors were $71,667 and $87,604 for three months ended
June 30, 2019 and 2018, respectively. Total commissions paid to factors were $204,696 and $231,761 for the nine months ended June
30, 2019 and 2018, respectively.



Allowance for Doubtful Accounts



The Company maintains an allowance for
doubtful accounts, which includes allowances for accounts and factored trade receivables, customer refunds, dilution and fees from
local exchange carrier billing aggregators and other uncollectible accounts. The allowance for doubtful accounts is based upon
historical bad debt experience and periodic evaluations of the aging and collectability of the trade receivables. This allowance
is maintained at a level which the Company believes is sufficient to cover potential credit losses and trade receivables are only
written off to bad debt expense as uncollectible after all reasonable collection efforts have been made. The Company has also purchased
accounts receivable credit insurance to cover non-factored trade and other receivables which helps reduce potential losses due
to doubtful accounts. At June 30, 2019 and September 30, 2018, the allowance for doubtful accounts was $662,559 and $855,709, respectively.



Inventories



Manufacturing Segment



Inventories are valued at the lower of
the inventory’s cost (first in, first out basis (“FIFO”)) or market of the inventory. Management compares the
cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower.
Management also reviews inventory to determine if excess or obsolete inventory is present and a reserve is made to reduce the carrying
value for inventory for such excess and or obsolete inventory. At June 30, 2019 and September 30, 2018, the reserve for obsolete
inventory was $91,940.



Retail and Online Segment



Merchandise inventories are valued at the
lower of cost or market using the average cost method which approximates FIFO. Under the average cost method, as new product is
received from vendors, its current cost is added to the existing cost of product on-hand and this amount is re-averaged over the
cumulative units in inventory available for sale. Pre-owned products traded in by customers are recorded as merchandise inventory
for the amount of cash consideration or store credit less any premiums given to the customer. Management reviews the merchandise
inventory to make required adjustments to reflect potential obsolescence or the lower of cost or market. In valuing merchandise
inventory, management considers quantities on hand, recent sales, potential price protections, returns to vendors and other factors.
Management’s ability to assess these factors is dependent upon forecasting customer demand and to provide a well-balanced
merchandise assortment. Merchandise inventory valuation is adjusted based on anticipated physical inventory losses or shrinkage
and actual losses resulting from periodic physical inventory counts. Merchandise inventory reserves as of June 30, 2019 and September
30, 2018 were $541,488 and $1,110,729, respectively.









8






Property and Equipment



Property and equipment are stated at cost
less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements
that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost
and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation
is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements
are three to forty years, transportation equipment is five to ten years, machinery and equipment are five to ten years, furnishings
and fixtures are three to five years and office and computer equipment are three to five years. Depreciation expense was $981,990
and $1,335,174 for the three months ended June 30, 2019 and 2018, respectively. Depreciation expense was $3,054,630 and $3,562,368
for the nine months ended June 30, 2019 and 2018, respectively.



We periodically review our property and
equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation
or amortization periods should be accelerated. We assess recoverability based on several factors, including our intention with
respect to our stores and those stores projected undiscounted cash flows. An impairment loss would be recognized for the amount
by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted
cash flows.



Goodwill



The Company accounts for purchased goodwill
and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. Under ASC 350, purchased goodwill
is not amortized; rather, they are tested for impairment on at least an annual basis. Goodwill represents the excess of consideration
paid over the fair value of underlying identifiable net assets of the business acquired.



We test goodwill annually on July 1 of
each fiscal year or more frequently if events arise or circumstances change that indicate that goodwill may be impaired. The Company
assesses whether goodwill impairment exists using both the qualitative and quantitative assessments. The qualitative assessment
involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting
unit is less than its’ carrying amount, including goodwill. If based on this qualitative assessment the Company determines
it is not more likely than not that the fair value of a reporting unit is less than its’ carrying amount or if the Company
elects not to perform a qualitative assessment, a quantitative assessment is performed using a two-step approach required by ASC
350 to determine whether a goodwill impairment exists.



The first step of the quantitative test
is to compare the carrying amount of the reporting unit's assets to the fair value of the reporting unit. If the fair value exceeds
the carrying value, no further evaluation is required, and no impairment loss is recognized. If the carrying amount exceeds the
fair value, then the second step is required to be completed, which involves allocating the fair value of the reporting unit to
each asset and liability using the guidance in ASC 805 (“Business Combinations, Accounting for Identifiable Intangible
Assets in a Business Combination”), with the excess being applied to goodwill. An impairment loss occurs if the amount
of the recorded goodwill exceeds the implied goodwill. The determination of the fair value of our reporting units is based, among
other things, on estimates of future operating performance of the reporting unit being valued. We are required to complete an impairment
test for goodwill and record any resulting impairment losses at least annually. Changes in market conditions, among other factors,
may have an impact on these estimates and require interim impairment assessments.









9






When performing the two-step quantitative
impairment test, the Company's methodology includes the use of an income approach which discounts future net cash flows to their
present value at a rate that reflects the Company’s cost of capital, otherwise known as the discounted cash flow method (“DCF”).
These estimated fair values are based on estimates of future cash flows of the businesses. Factors affecting these future cash
flows include the continued market acceptance of the products and services offered by the businesses, the development of new products
and services by the businesses and the underlying cost of development, the future cost structure of the businesses, and future
technological changes. The Company also incorporates market multiples for comparable companies in determining the fair value of
our reporting units. Any such impairment would be recognized in full in the reporting period in which it has been identified.



Intangible Assets



The Company’s intangible assets consist
of customer relationship intangibles, favorable leases, trade names, licenses for the use of internet domain names, Universal Resource
Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, critical estimates are
made in valuing acquired intangible assets, which include but are not limited to future expected cash flows from customer contracts,
customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about
the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based
upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results
may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost
and amortized over their estimated useful lives as follows: domain name and marketing – 3 to 20 years; software – 3
to 5 years, customer relationships – 7 to 15 years, favorable leases – over the life of the lease, customer lists –
20 years, trade names – 20 years. Intangible amortization expense is $175,963 and $486,060 for the three months ended June
30, 2019 and 2018, respectively. Intangible amortization expense is $1,067,512 and $962,029 for the nine months ended June 30,
2019 and 2018, respectively.



Revenue Recognition



We provide (i) carpet, hard surface products,
synthetic turf products, (ii) used movies, music, games and accessories, new movies, music, games and accessories, we rent movies
and provide concession products, and (iii) we provide new and out of the box appliances, appliance and installation services, third-party
extended warranties, appliance accessories and directory services.



We adopted Accounting Standards Update,
or ASU, No. 2014-09, Revenue from Contracts with Customers (Topic 606) and related ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12
and ASU No. 2016-20, which provide supplementary guidance, and clarifications, effective October 1, 2018. We adopted ASC 606 using
the modified retrospective method. The results for the reporting periods beginning after October 1, 2018, are presented in accordance
with the new standard, although comparative information for the prior year has not been restated and continues to be reported under
the accounting standards and policies in effect for those periods.



Adoption of the new standard did not have
a significant impact on the current period revenues or on the prior year Consolidated Financial Statements. No transition adjustment
was required to our retained earnings as of October 1, 2018. Under the new standard revenue is recognized as follows:



We determine revenue recognition through
the following steps:



| | a. | Identification of the contract, or contracts, with a customer,
| | -- | --------------------------------------------------------------



| | b. | Identification of the performance obligations in the contract,
| | -- | --------------------------------------------------------------



| | c. | Determination of the transaction price,
| | -- | ---------------------------------------



| | d. | Allocation of the transaction price to the performance obligations in the contract, and
| | -- | ---------------------------------------------------------------------------------------



| | e. | Recognition of revenue when, or as, we satisfy a performance obligation.
| | -- | ------------------------------------------------------------------------









10






As part of its assessment of each contract,
the Company evaluates certain factors including the customer’s ability to pay, or credit risk. For each contract, the Company
considers the promise to transfer products or services, each of which is distinct, to be the identified performance obligations.
In determining the transaction price, the price stated on the contract is typically fixed and represents the net consideration
to which the Company expects to be entitled per order, and therefore there is no variable consideration. As the Company’s
standard payment terms are less than 90 days, the Company has elected, as a practical expedient, to not assess whether a contract
has a significant financing component. The Company allocates the transaction price to each distinct product or service based on
its relative standalone selling price. The product or service price as specified on the contract is considered the standalone selling
price as it is an observable source that depicts the price as if sold to a similar customer in similar circumstances.



Carpet, Hard Surface Products, Synthetic Turf Products, New
Appliance and Accessories Revenue



We generate revenue by selling carpet,
hard surface products and synthetic turf products to dealers nationwide within the confines of the United States. We also generate
revenue by selling new appliances and appliance accessories direct to contractors and property owners and through retail locations.
We recognize revenue at the point in time when control over the product is transferred to the customer, when our performance obligations
are satisfied, which typically occur upon delivery from our facility to our customer or pickup from our facility by our customer.



New and Used Movies, Books, Music, Games and Accessories



We generate revenue by selling at point
of sale used movies, books, music, games and accessories. We recognize revenue at the point of sale when control over the product
is transferred to the customer, when our performance obligations are satisfied, which typically occur at point of sale within our
stores.



Appliance Service and Installation Revenue



We generate revenue by selling appliance
service and installation revenue. We recognize revenue as service or installation is performed and our obligations are satisfied,
which typically occur as the service is provided. Hours and units are used as input methods for measurement of performance.



Directory Service Revenue



We generate directory services revenue
from directory subscription services as billed for and accepted by the customer. Directory services revenue is billed and recognized
monthly for directory services subscribed. We recognize revenue when the customer accepts and remits payment for services and all
performance obligations are satisfied.



Loyalty Programs



We do not have any loyalty programs whereby
a customer can accumulate a future accrued benefit. Vintage Stock has a “Cooler than Cash” program whereby the customer
is provided with some variable gift card consideration in exchange for selling to the Company used products and receiving payment
from the Company on a Vintage gift card instead of receiving cash. The excess gift card consideration over fair value of the used
product sold to the Company is expensed as advertising and promotion expense in the period the consideration is provided.



Gift Card Breakage



Vintage Stock provides customers the ability
to purchase gift cards. The Company has adopted ASU 2016-04 Liabilities – Extinguishments of Liabilities (Subtopic
405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. The Company derecognizes gift card amounts in
amounts related to expected breakage in proportion to the pattern of rights expected to be exercised by the card holder only to
the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. Gift
Card breakage amounts taken back into income are recorded as other income.









11






Right of Return



To the extent a right of return exists
as more fully described below, the Company establishes up front a reserve for anticipated net returns and records this as a deduction
from gross revenue recorded each period.



Vintage Stock



Original receipt and customer identification
are required for all returns and or exchanges. A thirty-day return policy is solely for defective new music, movies and video games.
Defective products shall be exchanged for a duplicate item. If a duplicate item is not in stock, a refund or store credit will
be given to the customer. No exchange or full refund will be made on any item due to price change, dislike of content or game play.
Credit card refunds are issued only to the card use for purchase. All comic, concession, rental, card, book, toy and new LP sales
are final.



Marquis



Returns are only allowed for defective
product. Customer is responsible for shipping charges to return product.



ApplianceSmart



Most
products include a one year, parts and labor warranty from the product manufacturer. All shipments are 100 percent insured for
loss. Product(s) damaged during shipping are eligible for exchange at no charge to the customer. If the product is damaged, the
customer has the right to refuse the delivery.



If
the customer is not satisfied with their purchase, the customer may return the product within 14 days of receiving it. Products
must be returned in brand new condition and packaged in their original box including all packing materials, manuals, blank warranty
cards and accessories included. Products returned must also be free of any cosmetic damage. Products returned that do not meet
these requirements may not be eligible for return or will incur a 25 percent restocking fee. Any product that has been installed
or attempted to be installed cannot be returned. Shipping and handling charges from our warehouse are non-refundable. Customers
are responsible for shipping charges incurred when returning a product. Special order merchandise is not eligible for return or
exchange unless it is damaged or defective. The Company reserves the right to cancel open unfilled orders at any time.



Warranties



Marquis
provides assurance-type warranties and the warranty provided varies according to product. Warranty claims can only be made for
defective product. ApplianceSmart generates revenue by providing third-party service type warranties. The performance obligation
on behalf of the ApplianceSmart is limited to procuring the third-party maintenance contract, registering the customer and the
product with the insurance provider.



Vintage
Stock



No
warranties are provided other than manufacturer only warranties if applicable.



Marquis



No
additional warranties are provided other than the manufacturer’s warranty.



ApplianceSmart



Most
appliance products include a one year, parts and labor warranty from the product manufacturer. ApplianceSmart sells third-party
provided extended warranties for appliances. We recognize revenue at the point in time when control over the extended
warranty product is transferred to the customer, when our performance obligations are satisfied, which typically occur upon delivery
of the extended warranty policy to our customer at point of sale and registration of the appliance extended warranty with the extended
warranty provider.











12






Deferred Revenue



Receivables are recognized in the period
we ship the product or provide the service. Payment terms on invoiced amounts are based on contractual terms with each customer.
When we receive consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer
under the terms of a sales contract, we record deferred revenue, which represents a contract liability. We recognize deferred revenue
as net sales once control of goods and/or services have been transferred to the customer and all revenue recognition criteria have
been met and any constraints have been resolved. We defer the product costs until recognition of the related revenue occurs.



Assets Recognized from Costs to Obtain a Contract with a
Customer



We recognize an asset for the incremental
costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year. We have concluded
that none of the costs we have incurred to obtain and fulfill our FASB Accounting Standards Codification, or ASC 606 contracts,
meet the capitalization criteria, and as such, there are no costs deferred and recognized as assets on the consolidated balance
sheet at June 30, 2019 and September 30, 2018.



Revenue recognized for Company contracts
- $1,397,365 and $2,944,669 for the three and nine months ended June 30, 2019, respectively, and $867,970 and $1,823,079 for the
three and nine months ended June 30, 2018.



Practical Expedients and Exemptions:



| | a. | Taxes collected from customers and remitted to government authorities and that are related to sales of our products are excluded from revenues.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------



| | b. | Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in Selling, general and administrative expense in the Condensed Consolidated Financial Statements of Income.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c. | We do not disclose the value of unsatisfied performance obligations for (i) contracts with original expected lengths of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for the services performed.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                          
| | d. | We have elected to treat shipping and handling as a fulfillment activity not as a separate performance obligation when shipment occurs subsequent to a customer taking control of the product.                                                                           



Shipping and Handling



The Company classifies shipping and handling
costs incurred as fulfillment costs and records them as cost of revenues. Any charges to customers for delivery charges are netted
against fulfillment costs.



Customer Liabilities



The Company establishes a liability upon
the issuance of merchandise credits and the sale of gift cards. Breakage income related to gift cards which are no longer reportable
under state escheatment laws for the three months ended June 30, 2019 and 2018, was $240,539 and $13,306, respectively. Breakage
income for the nine months ended June 30, 2019 and 2018, was $369,383 and $26,612, respectively.  Breakage income is recorded
in other income in our consolidated financial statements. The gift card liability at June 30, 2019 and September 30, 2018 is $1,358,310
and $1,498,125, respectively, and is recorded in accrued liabilities in our consolidated financial statements.



Fair Value Measurements



ASC Topic 820 (“Fair Value Measurements
and Disclosures”) requires disclosure of the fair value of financial instruments held by the Company. ASC topic
825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures
of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy
are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in
active markets. Level 2 – to the valuation methodology include quoted prices for similar assets and liabilities in active
markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term
of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value
measurement.









13






Income Taxes



The Company accounts for income taxes using
the asset and liability method. The asset and liability method require recognition of deferred tax assets and liabilities for expected
future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's
assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance
is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company
recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated
Statements of Income.



Significant management judgment is required
to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process
to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50%
chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the
benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution
of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements
of the Company in future periods.



Lease Accounting



We lease retail stores, warehouse facilities
and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates
through 2024 with various renewal options for additional periods. The agreements, which have been classified as operating leases,
generally provide for minimum and, in some cases percentage rent and require us to pay all insurance, taxes and other maintenance
costs. Leases with step rent provisions, escalation clauses or other lease concessions are accounted for on a straight-line basis
over the lease term and includes “rent holidays” (periods in which we are not obligated to pay rent). Cash or lease
incentives received upon entering into certain store leases (“tenant improvement allowances”) are recognized on a straight-line
basis as a reduction to rent expense over the lease term. The Company records the unamortized portion of tenant improvement allowances
as a part of deferred rent. We do not have leases with capital improvement funding. Percentage rentals are based on sales performance
in excess of specified minimums at various stores and are accounted for in the period in which the amount of percentage rent can
be accurately estimated.



Stock-Based Compensation



The Company from time to time grants restricted
stock awards and options to employees, non-employees and Company executives and directors. Such awards are valued based on the
grant date fair-value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line
basis over the vesting period.



Earnings Per Share



Earnings per share is calculated in accordance
with ASC 260 (“Earnings Per share”). Under ASC 260 basic earnings per share is computed using the weighted average
number of common shares outstanding during the period except that it does not include unvested restricted stock subject to cancellation.
Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares
outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants,
options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants
is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected
on an if-converted basis.



Segment Reporting



ASC Topic 280, “Segment Reporting,”
requires use of the “management approach” model for segment reporting. The management approach model is based on the
way a Company’s management organizes segments within the Company for making operating decisions and assessing performance.
The Company determined it has three reportable segments (See Note 17).









14






Concentration of Credit Risk



The Company maintains cash balances at
several banks in multiple states including, Arkansas, California, Colorado, Georgia, Idaho, Illinois, Kansas, Missouri, Minnesota,
Nevada, New Mexico, New York, Ohio, Oklahoma, Texas, and Utah. Accounts are insured by the Federal Deposit Insurance Corporation
up to $250,000 per institution as of June 30, 2019. At times, balances may exceed federally insured limits.



Recently Issued Accounting Pronouncements



In May 2014, the FASB issued Accounting
Standards Update No. 2014-09, Revenue from Contracts with Customers ASU 2014-09, which supersedes nearly all existing revenue
recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services
are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods
or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates
may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for
annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods:
(i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to
elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09
recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. In August
2015, the FASB issued ASU No. 2015-04, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date.
The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities
should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods
within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31,
2016, including interim reporting periods within that reporting period.



In March 2016, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-08, Revenue from Contracts
with Customers. The standard addresses the implementation guidance on principal versus agent considerations in the new revenue
recognition standard. The ASU clarifies how an entity should identify the unit of accounting (i.e. the specified good or service)
for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements.



Subsequently, the FASB has issued the following
standards related to ASU 2014-09 and ASU No. 2016-08: ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying
Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from Contracts with Customers
(Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); ASU No. 2016-20, Technical
Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”); and, ASU 2017-05—Other
Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition
Guidance and Accounting for Partial Sales of Nonfinancial Assets (“ASU 2017-05). The Company must adopt ASU 2016-10,
ASU 2016-12, ASU 2016-20 and ASU 2017-05 with ASU 2014-09 (collectively, the “new revenue standards”). The Company
has evaluated the provisions of the new revenue standards. We transitioned to the new revenue standards using the modified retrospective
method effective October 1, 2018 and did not have a significant impact on our consolidated results of operations, financial condition
and cash flows.











15






ASU 2017-01, Business Combinations (Topic
805): Clarifying the Definition of a Business. Under the current implementation guidance in Topic 805, there are three elements
of a business—inputs, processes, and outputs. While an integrated set of assets and activities (collectively referred to
as a “set”) that is a business usually has outputs, outputs are not required to be present. In addition, all the inputs
and processes that a seller uses in operating a set are not required if market participants can acquire the set and continue to
produce outputs, for example, by integrating the acquired set with their own inputs and processes. The amendments in this Update
provide a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of
the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets,
the set is not a business. This screen reduces the number of transactions that need to be further evaluated by public business
entities applying the amendments in this Update to annual periods beginning after December 15, 2017, including interim periods
within those periods. The Company has adopted this guidance during its 2018 fiscal year, and it did not have a significant impact
on its consolidated results of operations, financial condition and cash flows.



ASU 2016-02, Leases (Topic 842).
The standard requires a lessee to recognize a liability to make lease payments and a right-of-use asset representing a right to
use the underlying asset for the lease term on the balance sheet. The ASU is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact that this
standard will have on our consolidated financial statements.



Note 3:       Comprehensive
Income



Comprehensive income is the sum of net
income and other items that must bypass the income statement because they have not been realized, including items like an unrealized
holding gain or loss from available for sale securities and foreign currency translation gains or losses. For our Company, for
the three months and nine months ended June 30, 2019 and 2018, net income does not differ from comprehensive income.



Note 4:        Balance
Sheet Detail Information









16








|                                              |  | June 30, |             |   | September 30, |  
|--------------------------------------------- |  | -------- | ----------- | - | ------------- | -
|                                              |  | 2019     |             |   | 2018          |  
|                                              |  |          |             |   |               |  
|Trade receivables, current, net:              |  |          |             |   |               |  
|Accounts receivable, current                  |  | $        | 11,692,183  |   |               | $
|Less: Reserve for doubtful accounts           |  |          | (466,780    | ) |               |  
|                                              |  | $        | 11,225,403  |   |               | $
|Trade receivables , long term, net:           |  |          |             |   |               |  
|Accounts receivable, long term                |  | $        | 195,779     |   |               | $
|Less: Reserve for doubtful accounts           |  |          | (195,779    | ) |               |  
|                                              |  | $        | –           |   |               | $
|Total trade receivables, net:                 |  |          |             |   |               |  
|Gross trade receivables                       |  | $        | 11,887,962  |   |               | $
|Less: Reserve for doubtful accounts           |  |          | (662,559    | ) |               |  
|                                              |  | $        | 11,225,403  |   |               | $
|Inventory, net                                |  |          |             |   |               |  
|Raw materials                                 |  | $        | 7,996,780   |   |               | $
|Work in progress                              |  |          | 2,076,226   |   |               |  
|Finished goods                                |  |          | 5,462,552   |   |               |  
|Merchandise                                   |  |          | 25,296,273  |   |               |  
|                                              |  |          | 40,831,831  |   |               |  
|Less: Inventory reserves                      |  |          | (633,428    | ) |               |  
|                                              |  | $        | 40,198,403  |   |               | $
|Property and equipment, net:                  |  |          |             |   |               |  
|Building and improvements                     |  | $        | 11,232,327  |   |               | $
|Transportation equipment                      |  |          | 82,266      |   |               |  
|Machinery and equipment                       |  |          | 20,600,550  |   |               |  
|Furnishings and fixtures                      |  |          | 2,723,298   |   |               |  
|Office, computer equipment and other          |  |          | 2,446,727   |   |               |  
|                                              |  |          | 37,085,168  |   |               |  
|Less: Accumulated depreciation                |  |          | (13,114,970 | ) |               |  
|                                              |  | $        | 23,970,198  |   |               | $
|Intangible assets, net:                       |  |          |             |   |               |  
|Domain name and marketing related intangibles |  | $        | 59,313      |   |               | $
|Lease intangibles                             |  |          | 2,251,965   |   |               |  
|Customer relationship intangibles             |  |          | 4,709,241   |   |               |  
|Purchased software                            |  |          | 2,289,628   |   |               |  
|                                              |  |          | 9,310,147   |   |               |  
|Less: Accumulated amortization                |  |          | (3,600,164  | ) |               |  
|                                              |  | $        | 5,709,983   |   |               | $
|Accrued liabilities:                          |  |          |             |   |               |  
|Accrued payroll and bonuses                   |  | $        | 2,159,930   |   |               | $
|Accrued sales and use taxes                   |  |          | 926,284     |   |               |  
|Accrued property taxes                        |  |          | 266,597     |   |               |  
|Accrued rent                                  |  |          | 554,212     |   |               |  
|Deferred revenue                              |  |          | –           |   |               |  
|Accrued gift card and escheatment liability   |  |          | 1,453,870   |   |               |  
|Accrued interest payable                      |  |          | 182,089     |   |               |  
|Accrued accounts payable and bank overdrafts  |  |          | 1,079,716   |   |               |  
|Accrued professional fees                     |  |          | 76,066      |   |               |  
|Customer deposits                             |  |          | 643,455     |   |               |  
|Accrued expenses - other                      |  |          | 221,052     |   |               |  
|                                              |  | $        | 7,563,271   |   |               | $









17






Note 5:        Acquisitions



Acquisition of ApplianceSmart Inc.



On December 30, 2017 (the “ApplianceSmart
Closing Date”), the Company, through its wholly-owned subsidiary, ApplianceSmart Affiliated Holdings LLC (“ASH”),
entered into a series of agreements in connection with its purchase of ApplianceSmart. ApplianceSmart is a retailer engaged in
the sale of new and “open box” major appliances through a chain of company-owned retail stores.



Total consideration was $6,500,000, with
no liabilities assumed by ASH as of the ApplianceSmart Closing Date. On December 30, 2017, ASH agreed to pay the $6,500,000 no
later than March 31, 2018. Effective April 1, 2018, ASH issued an interest-bearing promissory note to the Seller, with interest
at 5% per annum, with a three-year term in the original amount of $3,919,494 for the balance of the purchase price. Interest is
payable monthly in arrears. Ten percent of the outstanding principal amount is due to be repaid annually on a quarterly basis,
with any remainder due and payable on maturity, April 1, 2021. This promissory note is guaranteed by ApplianceSmart. The remaining
$2,580,506 was paid in cash by ASH to the Seller. ASH may reborrow funds, and pay interest on such re-borrowings, from the Seller
up to the Original Principal amount. On December 31, 2017, ASH offset certain liabilities and was provided certain assets from
the Seller in the net amount of $1,607,369, against the amount due to the Seller. ASH and Seller agreed to the offset as if it
were payment in cash against the purchase price. On December 26, 2018, ASH and the Seller amended and restated the ApplianceSmart
Note to, among other things, grant the Seller a security interest in the assets of ASH and ApplianceSmart in accordance with the
terms of separate security agreements entered into between ASH and ApplianceSmart, respectively, and the Seller. In addition, ASH
and the Seller modified the terms of when interest and principal would be due. Outstanding principal and accrued and un-paid interest
at 5% per annum is now all due and payable on April 1, 2021. At June 30, 2019 and September 30, 2018, the net amount owing to the
Seller was $2,752,632 and $3,821,507, respectively, and is included in long term debt, related parties. See Note 9.



Net liabilities assumed by ASH on December
31, 2017:



|Accounts payable                     |  | $ | 1,374,647 |  
|------------------------------------ |  | - | --------- | -
|Accrued expenses                     |  |   | 1,080,255 |  
|Capital leases                       |  |   | 29,631    |  
|Credit card receivables              |  |   | (255,301  | )
|Cash                                 |  |   | (621,863  | )
|Total net liabilities assumed by ASH |  | $ | 1,607,369 |  



The table below summarizes our final purchase
price allocation of the consideration paid to the respective fair values of the assets acquired in the ApplianceSmart acquisition
as of the ApplianceSmart Closing Date. The Company finalized its estimates after it determined that it had obtained all necessary
information that existed as of the ApplianceSmart Closing Date related to these matters.



|Trade receivables                |  | $ | 1,805,545  |  
|-------------------------------- |  | - | ---------- | -
|Inventory                        |  |   | 7,444,282  |  
|Prepaid expenses                 |  |   | 69,347     |  
|Refundable deposits              |  |   | 1,003,841  |  
|Intangible asset - trade names   |  |   | 2,015,000  |  
|Intangible asset - customer list |  |   | 5,202      |  
|Intangible asset - leases        |  |   | 1,205,596  |  
|Restricted cash                  |  |   | 750,000    |  
|Property and equipment           |  |   | 1,094,503  |  
|Deferred income tax              |  |   | (1,599,560 | )
|Bargain gain on acquisition      |  |   | (7,293,756 | )
|                                 |  | $ | 6,500,000  |  









18






The operating results of ApplianceSmart
are included in our audited consolidated financial statements beginning on December 31, 2017 and are reported in our Retail and
Online Segment.



The estimated fair value of the customer
list intangible asset was determined using the cost approach, which estimates the cost to acquire each email address in the list.
The Company estimated the fair value of this intangible asset to be $0.10 per acquired active contact email or approximately $5,202.
The Company is amortizing the customer list intangible asset on a straight-line basis over an estimated life of 20 years.



The estimated fair value of the trade names
intangible that ApplianceSmart uses – “ApplianceSmart” was determined using a royalty income approach, which
estimates an assumed royalty income stream and then discounts that expected future revenue or cash flow stream to present value.
The Company estimated the fair value of this intangible asset using the residual method of 0.5% and a present value discount rate
of 18.6%, or $2,015,000. Trade name relates to the Company’s brand awareness by consumers in the marketplace. The Company
is amortizing the trade name intangible asset on a straight-line basis over an estimated life of 20 years.



The estimated fair value of the lease assets
that ApplianceSmart leases was determined comparing the existing leases assumed to current market rates within a three-mile radius
of existing stores. These market rates were then compared to existing ApplianceSmart contracted lease rates over the remaining
lease terms. If the lease contract began within six months of acquisition date or the square footage price difference was within
10% of the contracted lease rate, or the overall discounted cash flow effect of the difference was less than $150,000, the lease
was excluded for intangible valuation purposes. The remaining leases that were included were then compared to market rates, with
the differences discounted using a discount rate of 7.50% to determine the discounted present value of the lease intangibles. The
Company is amortizing the lease intangibles on a straight-line basis over the remaining life of each lease ranging between two
and ten years.



The unaudited pro forma information below
presents statement of income data for the three and six months ended June 30, 2018, as if the acquisition of ApplianceSmart took
place on October 1, 2017. Actual unaudited consolidated results of ApplianceSmart are also shown. ApplianceSmart was acquired on
December 30, 2017 with only one day of consolidated results for the quarter ended December 31, 2017.





|                                       |  | Proforma
Three months
Ended |            |   | Actual
Unaudited
Three months ended |   |            | Proforma
Nine Months Ended |  |   | Actual
Unaudited
Results through |  
|-------------------------------------- |  | --------------------------- | ---------- | - | ----------------------------------- | - | ---------- | -------------------------- |  | - | -------------------------------- | -
|                                       |  | June 30, 2018               |            |   | June 30, 2018                       |   |            | June 30, 2018              |  |   | June 30, 2018                    |  
|Net revenue                            |  | $                           | 11,622,469 |   |                                     | $ | 11,622,469 |                            |  | $ | 34,135,286                       |  
|Gross profit                           |  |                             | 2,089,169  |   |                                     |   | 2,089,169  |                            |  |   | 6,650,347                        |  
|Operating income (loss)                |  |                             | (3,369,745 | ) |                                     |   | (3,369,745 | )                          |  |   | (5,152,158                       | )
|Net income (loss)                      |  |                             | 4,157,638  |   |                                     |   | 4,157,638  |                            |  |   | 2,440,556                        |  
|Earnings (loss) per basic common share |  | $                           | 2.12       |   |                                     | $ | 2.12       |                            |  | $ | 1.24                             |  



Note 6:         Intangibles



The Company’s intangible assets consist
of customer relationship intangibles, trade names, licenses for the use of internet domain names, URL’s, software, and marketing
and technology related intangibles. All such assets are capitalized at their original cost and amortized over their estimated useful
lives as follows: domain name and marketing – 3 to 20 years; software – 3 to 5 years, customer relationships –
7 to 15 years, favorable leases – over the life of the lease, outstanding lists – 20 years, trade names – 20
years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible
assets with determined lives may be adjusted. Intangible amortization expense is $175,963 and $486,060 for the three months ended
June 30, 2019 and 2018, respectively. Intangible amortization expense is $1,067,512 and $962,029 for the nine months ended June
30, 2019 and 2018, respectively.











19






The following table summarizes estimated
future amortization expense related to intangible assets that have net balances as of June 30, 2019:





|2019       |  | $ | 1,229,744 | 
|---------- |  | - | --------- | 
|2020       |  |   | 1,106,076 | 
|2021       |  |   | 854,483   | 
|2022       |  |   | 605,267   | 
|2023       |  |   | 369,665   | 
|Thereafter |  |   | 1,544,748 | 
|           |  | $ | 5,709,983 | 



Note 7:        Goodwill



Goodwill is not amortized, but rather is
evaluated for impairment on July 1 annually or when indicators of a potential impairment are present. The annual evaluation for
impairment of goodwill is based on valuation models that incorporate assumptions and internal projections of expected future cash
flows and operating plans. We believe such assumptions are also comparable to those that would be used by other marketplace participants.



Note 8:        Long
Term Debt



Bank of America Revolver Loan



On July 6, 2015, Marquis entered into a
$15,000,000 revolving credit agreement with Bank of America Corporation (“BofA Revolver”). The BofA Revolver is
a five-year, asset-based facility that is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver
is subject to a monthly borrowing base calculation.



Payment obligations under the BofA Revolver
include monthly payments of interest and all outstanding principal and accrued interest thereon due in July 2020, which is when
the BofA Revolver loan agreement terminates. The BofA Revolver is recorded as a currently liability due to a lockbox requirement,
and a subjective acceleration clause as part of the agreement.



Borrowing availability under the BofA Revolver
is limited to a borrowing base which allows Marquis to borrow up to 85% of eligible accounts receivable, plus the lesser of (i)
$7,500,000; (ii) 65% of the value of eligible inventory; or (iii) 85% of the appraisal value of the eligible inventory. For purposes
of clarity, the advance rate for inventory is 55.3% for raw materials, 0% for work-in-process and 70% for finished goods subject
to eligibility, special reserves and advance limit. Letters of credit reduce the amount available to borrow under the BofA Revolver
by an amount equal to the face value of the letters of credit.



As of December 24, 2018, Marquis’s
ability to make prepayments against Marquis subordinated debt, including the related party loan with Isaac Capital Group, LLC (“ICG”) 
and pay cash dividends is generally permitted if (i) excess availability under the BofA Revolver is more than $4,000,000, and has
been for each of the 60 days preceding the requested distribution and (ii) excess availability under the BofA Revolver is more
than $4,000,000, and the fixed charge coverage ratio, as calculated on a pro-forma basis for the prior 12 months is 1.1:1 or greater.
Restrictions apply to our ability to make additional prepayments against Marquis subordinated debt and pay cash dividends if the
fixed charge coverage ratio, as calculated on a pro-forma basis for the prior 12 months is less than 1.1:1 and excess availability
under the BofA Revolver is less than $4,000,000 at the time of payment or distribution. There is no restriction on dividends that
can be taken by the Company so long as Marquis maintains $4,000,000 of current availability at the time of the dividend or distribution.
This translates to having no restriction on Net Income so long as the Company retains sufficient assets to establish $4,000,000
of current availability and continues to meet the required fixed charge coverage ratio of 1.1:1 as stated above.



The BofA Revolver places certain restrictions
and covenants on Marquis, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions,
incurrence of additional indebtedness for Marquis to maintain a fixed charge coverage ratio of at least 1.05 to 1, tested as of
the last day of each month for the twelve consecutive months ending on such day.









20






As of December 24, 2018, the BofA Revolver
Loan bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greater of (i) Bank of
America prime rate, (ii) the current federal funds rate plus 0.50%, or (iii) 30-day LIBOR plus 1.00% plus the margin.



The BofA Revolver provides for customary
events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply
with covenants, change in control of Marquis, a material representation or warranty made by us or the borrowers proving to be false
in any material respect, certain bankruptcy, insolvency or receivership events affecting Marquis or its subsidiaries, defaults
relating to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of Marquis or certain of
its subsidiaries. As of September 30, 2018, total additional availability under the BofA Revolver was $7,326,680, with $7,600,605
outstanding, and outstanding standby letters of credit of $72,715. During the period of October 1, 2018 through June 30, 2019,
Marquis cumulatively borrowed $63,941,777 and repaid $71,542,382 under the BofA Revolver. Maximum borrowing under the BofA Revolver
is $15,000,000. Our maximum borrowings outstanding during the same period was $8,070,635. Our weighted average interest rate on
those outstanding borrowings for the period of October 1, 2018 through June 30, 2019 was 4.19%. As of June 30, 2019, total additional
availability under the BofA Revolver was $15,000,000; with $0 outstanding, and outstanding standby letters of credit of $72,715.



Real Estate Transaction



On June 14, 2016, Marquis entered into
a transaction with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan
secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $10,000,000,
which consisted of $644,479 from the sale of the land and a note payable of $9,355,521. In connection with the transaction, Marquis
entered into a lease with a 15-year term commencing on the closing of the transaction, which provides Marquis an option to extend
the lease upon the expiration of its term. The initial annual lease rate is $59,614. The proceeds from this transaction were used
to pay down the BofA Revolver and Term loans, and related party loan, as well as purchasing a building from the previous owners
of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.25% per annum, with principal
and interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment
penalty of 5%, which declines by 1% for each year the loan remains un-paid. At the end of five years, there is no pre-payment penalty.
In connection with the note payable, Marquis incurred $457,757 in transaction costs that are being recognized as a debt issuance
cost that is being amortized and recorded as interest expense over the term of the note payable.



Kingston Diversified Holdings LLC Agreement
($2 Million Line of Credit)



On December 21, 2016, the Company and Kingston
Diversified Holdings LLC (“Kingston”) entered into an agreement (the “December 21 Agreement”) modifying
its then existing agreement between the parties. The December 21 Agreement, effective September 15, 2016, memorializes an October
2015 interim agreement to extend the maturity date of notes issued by Kingston to the Company (the “Kingston Notes”)
by twelve months for 55,888 shares of the Company’s Series B Convertible Preferred Stock with a value on September 15, 2016
of $2,800,000, as a compromise between the parties in respect of certain of their respective rights and duties under the agreement.
The December 21 Agreement also decreases the maximum principal amount of the Kingston Notes from $10,000,000 in principal amount
to $2,000,000 in principal amount, and eliminates any and all actual, contingent, or other obligations of the Company to issue
to Kingston any shares of the Company’s common stock, or to grant any rights, warrants, options, or other derivatives that
are exercisable or convertible into shares of the Company’s common stock.



Kingston acknowledges that from the effective
date through and including December 31, 2021, it shall not sell, transfer, assign, hypothecate, pledge, margin, hedge, trade, or
otherwise obtain or attempt to obtain any economic value from any of the shares of Series B Preferred Stock or any shares into
which they may be converted or from which they may be exchanged. As a result of the December 21 Agreement, the Company recorded
$2,800,000 as an outstanding accrued liability as of September 30, 2016. As of June 30, 2019, and September 30, 2018, the Company
had no borrowings on the Kingston line of credit. On December 29, 2016, the Company issued 55,888 shares of Series B Convertible
Preferred Stock in settlement of the outstanding accrued liability due Kingston of $2,800,000.









21






Equipment Loans



On June 20, 2016 and August 5, 2016, Marquis
entered into a transaction which provided for a master agreement and separate loan schedules (the “Equipment Loans”)
with Banc of America Leasing & Capital, LLC which provided:



Note #1 is $5 million,
secured by equipment. The Equipment Loan #1 is due September 23, 2021, payable in 59 monthly payments of $84,273 beginning September
23, 2016, with a final payment in the sum of $584,273, bearing interest at 3.8905% per annum.



Note #2 is $2,209,807,
secured by equipment. The Equipment Loan #2 is due January 30, 2022, payable in 59 monthly payments of $34,768 beginning January
30, 2017, with a final payment in the sum of $476,729, bearing interest at 4.63% per annum. This Note #2 was paid in full, with
the sale of the Synthetic Turf line within the quarter ended December 31, 2018.



Note #3 is $3,679,514,
secured by equipment. The Equipment Loan #3 is due December 30, 2023, payable in 84 monthly payments of $51,658 beginning January
30, 2017, with a final payment due December 30, 2023, bearing interest rate at 4.7985% per annum.



Note #4 is $1,095,113,
secured by equipment. The Equipment Loan #4 is due December 30, 2023, payable in 81 monthly payments of $15,901 beginning April
30, 2017, with final payment due December 30, 2023, bearing interest at 4.8907% per annum.



Note #5 is $3,931,591,
secured by equipment. The Equipment Loan #5 is due December 28, 2024, payable in 84 monthly payments of $54,944 beginning January
28, 2018, with the final payment due December 28, 2024, bearing interest at 4.66% per annum.



Texas Capital Bank Revolver Loan



On November 3, 2016, Vintage Stock entered
into a $20,000,000 credit agreement (as amended on January 23, 2017 and as further amended on September 20, 2017) with Texas Capital
Bank (“TCB Revolver”). The TCB Revolver is a five-year, asset-based facility that is secured by substantially all of
Vintage Stock’s assets. Availability under the TCB Revolver is subject to a monthly borrowing base calculation. On June 7,
2018, the credit agreement was amended reducing the maximum revolving facility to $12,000,000. The TCB Revolver matures November
3, 2020.



Payment obligations under the TCB Revolver
include monthly payments of interest and all outstanding principal and accrued interest thereon due in November 2020, which is
when the TCB Revolver loan agreement terminates. The TCB Revolver has been classified as a non-current liability due to the removal
of the subjective acceleration clause as part of the credit agreement amendment on June 7, 2018.



Borrowing availability under the TCB Revolver
is limited to a borrowing base which allows Vintage Stock to borrow up to 95% of the appraisal value of the inventory, plus 85%
of eligible receivables, net of certain reserves. The borrowing base provides for borrowing up to 95% of the appraisal value for
the period of November 4, 2016 through December 31, 2016, then 90% of the appraisal value during the fiscal months of January through
September and 92.5% of the appraisal value during the fiscal months of October through December. Letters of credit reduce the amount
available to borrow under the TCB Revolver by an amount equal to the face value of the letters of credit.



Vintage Stock’s ability to make prepayments
against Vintage Stock subordinated debt including the Comvest Term Loan and pay cash dividends is generally permitted if (i) excess
availability under the TCB Revolver is more than $2,000,000, and is projected to be within 12 months after such payment and (ii)
excess availability under the TCB Revolver is more than $2,000,000, and the fixed charge coverage ratio, as calculated on a pro-forma
basis for the prior 12 months is 1.2:1.0 or greater. Restrictions apply to our ability to make additional prepayments against Vintage
Stock subordinated debt including the Comvest Term Loan and pay cash dividends if the fixed charge coverage ratio, as calculated
on a pro-forma basis for the prior 12 months is less than 1.2:1.0 and excess availability under the TCB Revolver is less than $2,000,000
at the time of payment or distribution. There is no restriction on dividends that can be taken by the Company so long as Vintage
Stock maintains $2,000,000 of current availability at the time of the dividend or distribution. This translates to having no restriction
on Net Income so long as the Company retains sufficient assets to establish $2,000,000 of current availability and continues to
meet the required fixed charge coverage ratio of 1.2:1 as stated above.









22






The TCB Revolver places certain restrictions
on Vintage Stock, including a limitation on asset sales, a limitation of 25 new leases in any fiscal year, additional liens, investment,
loans, guarantees, acquisitions and incurrence of additional indebtedness.



The per annum interest rate under the TCB
Revolver is variable and is equal to the one-month LIBOR rate for deposits in United States Dollars that appears on Thomson Reuters
British Bankers Association LIBOR Rates Page (or the successor thereto) as of 11:00 a.m., London, England time, on the applicable
determination date plus a margin of 2.25%, effective June 7, 2018.



The TCB Revolver provides for customary
events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply
with covenants, change in control of Vintage Stock, a material representation or warranty made by us or the borrowers proving to
be false in any material respect, certain bankruptcy, insolvency or receivership events affecting Vintage Stock, defaults relating
to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of Vintage Stock. During the period
of October 1, 2018 through June 30, 2019, Vintage Stock cumulatively borrowed $57,653,302 and repaid $58,351,363 under the TCB
Revolver. Our maximum borrowings outstanding during the period of October 1, 2018 through June 30, 2019 was $11,931,977. Our weighted
average interest rate on those outstanding borrowings for the period of October 1, 2018 through June 30, 2019 was 4.71461%. As
of June 30, 2019, total additional availability under the TCB Revolver was $805,464, with $11,194,534 outstanding; and outstanding
standby letters of credit of $0. In connection with the TCB Revolver, Vintage incurred $25,000 in transaction cost that is being
recognized as debt issuance cost that is being amortized and recorded as interest expense over the term of the TCB Revolver.



Capitala Term Loan



On November 3, 2016, the Company, through
VSAH, entered into a series of agreements in connection with its purchase of Vintage Stock. As a part of those agreements, VSAH
and Vintage Stock (the “Term Loan Borrowers”) obtained $29,871,650 of mezzanine financing from the lenders (the “Term
Loan Lenders”) as defined in the term loan agreement (the “Term Loan Agreement”) between the Term Loan Borrowers
and Capitala Private Credit Fund V, L.P., in its capacity as lead arranger. Wilmington Trust, National Association, acts as administrative
and collateral agent on behalf of the Term Loan Lenders (the “Term Loan Administrative Agent”).



The term loans under the term loan agreement
(collectively, the “Capitala Term Loan”) bore interest at the LIBO rate (as described below) or base rate, plus an
applicable margin in each case. In their loan notice to the Term Loan Administrative Agent, the Term Loan Borrowers selected the
LIBO rate for the initial term loans made under the term loan agreement on the Closing Date.



The interest rate for LIBO rate loans under
the term loan agreement were equal to the sum of (a) the greater of (i) a rate per annum equal to (A) the offered rate for deposits
in United States Dollars for the applicable interest period and for the amount of the applicable loan that is a LIBOR loan that
appears on Bloomberg ICE LIBOR Screen (or any successor thereto) that displays an average ICE Benchmark Administration Limited
Interest Settlement Rate for deposits in United States Dollars (for delivery on the first day of such interest period) with a term
equivalent to such interest period, determined as of approximately 11:00 a.m. (London time) two business days prior to the
first day of such interest period, divided by (B) the sum of one minus the daily average during such interest period of the aggregate
maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the Federal Reserve Board for “Eurocurrency
Liabilities” (as defined therein), and (ii) 0.50% per annum, plus (b) the sum of (i) 12.50% per annum
in cash pay plus (ii) 3.00% per annum payable in kind by compounding such interest to the principal amount of
the obligations under the Term Loan Agreement on each interest payment date.



The interest rate for base rate loans under
the term loan agreement was equal to the sum of (a) the highest of (with a minimum of 1.50%) (i) the federal funds rate plus 0.50%,
(ii) the prime rate, and (iii) the LIBO rate plus 1.00%, plus (b) the sum of (i) 11.50% per annum payable in cash plus (ii)
3.00% per annum payable in kind by compounding such interest to the principal amount of the obligations under the Term Loan Agreement
on each interest payment date.









23






The Term Loans placed certain restrictions
and covenants on Vintage Stock, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions
and incurrence of additional indebtedness for Vintage Stock. Vintage Stock was required to maintain a fixed charge coverage ratio
of 1.3 for year ended September 30, 2017, 1.4 for year ended September 30, 2018 and 1.5 for all years thereafter. For years ended
September 30, 2017 and thereafter, Vintage Stock was required to incur no more than $1.2 million in annual capital expenditures
subject to certain cumulative quarter and year to date covenants. Vintage Stock was required to maintain a total leverage ratio
of 3.25 for year ended September 30, 2017, 2.5 for year ended September 30, 2018 and 2.0 for all years thereafter. In addition,
for quarter ended December 31, 2017, the total leverage ratio could not exceed 3.0 and for quarters ended March 31, 2018 and June
30, 2018, the total leverage ratio could not exceed 2.75.



The Capitala Term Loans provided for customary
events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply
with covenants, change in control of Vintage Stock, a material representation or warranty made by us or the borrowers proving to
be false in any material respect, certain bankruptcy, insolvency or receivership events affecting Marquis or its subsidiaries,
defaults relating to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of Vintage Stock
or certain of its subsidiaries.



The payment obligations under the Term
Loan Agreement included (i) monthly payments of interest and (ii) principal installment payments in an amount equal to $725,000
due on March 31, June 30, September 30, and December 31 of each year, with the first such payment was due on December 31, 2016.
The outstanding principal amounts of the term loans and all accrued interest thereon under the Term Loan Agreement were due and
payable in November 2021.



The Term Loan Borrowers could prepay the
term loans under the term loan agreement from time to time, subject to the payment (with certain exceptions described below) of
a prepayment premium of: (i) an amount equal to 2.0% of the principal amount of the term loan prepaid if prepaid during the period
of time from and after the Closing Date up to the first anniversary of the Closing Date; (ii) 1.0% of the principal amount of the
term loan prepaid if prepaid during the period of time from and after the first anniversary of the Closing Date up to the second
anniversary of the Closing Date; and (iii) zero if prepaid from and after the second anniversary of the Closing Date.



The Term Loan Borrowers may make the following
prepayments of the term loans under term loan agreement without being required to pay any prepayment premium:



| | (i) | an amount not to exceed $3 million of the term loans;
| | --- | -----------------------------------------------------



| | (ii) | in addition to any amount prepaid
in respect of item (i), an additional amount not to exceed $1.45 million, but only if that additional amount is paid prior to
the first anniversary of the Closing Date; and
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | in addition to any amount prepaid
in respect of item (i), an additional amount not to exceed the difference between $2.9 million and any amount prepaid in respect
of item (ii), but only if that additional amount is paid from and after the first anniversary of the Closing Date but prior to
the second anniversary of the Closing Date.
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There were also various mandatory prepayment
triggers under the Term Loan Agreement, including in respect of excess cash flow, dispositions, equity and debt issuances, extraordinary
receipts, equity contributions, change in control, and failure to obtain required landlord consents. Our weighted average interest
rate on our Capitala Term Loan outstanding borrowings for the period of October 1, 2017 through June 7, 2018 was 16.94%. In connection
with the Capitala Term Loan, Vintage Stock incurred $1,088,000 in transaction cost that was being recognized as debt issuance cost
that was being amortized and recorded as interest expense over the term of the Capitala Term Loan. On June 7, 2018, the Capitala
Term Loan was paid in full, and the Company recorded as additional interest expense $742,000 of un-amortized debt issuance cost
related to the Capitala Term Loan.









24






Sellers Subordinated Acquisition Note



In connection with the purchase of Vintage
Stock, on November 3, 2016, VSAH and Vintage Stock entered into a seller financed mezzanine loan in the amount of $10,000,000 with
the previous owners of Vintage Stock. The Sellers Subordinated Acquisition Note bears interest at 8% per annum, with interest payable
monthly in arrears. The Sellers Subordinated Acquisition Note originally had a maturity date of five years and six months from
November 3, 2016. On June 7, 2018, in connection with the Comvest Term Loan refinance of the Capitala Term Loan, the Sellers Subordinated
Acquisition Note was amended and restated to have a maturity date of September 23, 2023.



Crossroads Revolver



On March 15, 2019, ApplianceSmart, Inc.
(the “Borrower”), entered into a Loan and Security Agreement (the “Cross Roads Revolver”) with Crossroads
Financing, LLC (“Crossroads”), providing for a $4,000,000 million revolving credit facility, subject to a borrowing
base limitation (the “ABL Facility”). The borrowing base for the ABL Facility at any time equals the lower of (i) up
to 75% of inventory cost or (ii) up to 85% of net orderly liquidation value, in each case as further described in the Loan Agreement.
The proceeds of the ABL Facility will be used by the Borrower to repay a portion of the outstanding loan owed by ApplianceSmart
Holdings LLC, Borrower’s parent (“Parent”), to Appliance Recycling Centers of America, Inc., to pay transaction
costs, and for working capital and other general corporate purposes.



Advances under
the Crossroads Revolver bear interest at an interest rate equal to the greater of (i) the three-month London Interbank Offered
Rate plus 2.19% or (ii) 5.0%. In addition to paying interest on the outstanding principal under the ABL Facility, the Borrower
is required to pay Lender a servicing fee equal to 1.0% per month of the amount of the Borrower’s outstanding obligations
under the Crossroads Revolver that accrue interest, an annual loan fee of $80,000, an early termination fee described below, and
other fees described in the Crossroads Revolver.



Unless terminated
early in accordance with its terms, the Crossroads Revolver terminates on March 15, 2021 (the “Maturity Date”). If
the Crossroads Revolver is terminated by the Borrower prior to the Maturity Date, Borrower is required to pay Crossroads (i) a
fee in an amount equal to $120,000 if the Crossroads Revolver is terminated prior to March 15, 2020 and (b) if the Crossroads Revolver
is terminated on or after March 15, 2020, a fee in an amount equal to $80,000.



Advances under
the Crossroads Revolver are guaranteed by Parent and ApplianceSmart Contracting, Inc., a wholly-owned subsidiary of Parent. In
addition, certain executive officers of the Borrower have agreed to provide validity guarantees. Advances under the Crossroads
Revolver are secured by a pledge of substantially all of the assets of the Borrower. The Company is not a guarantor under the Crossroads
Revolver.



The
Crossroads Revolver contains representations and warranties, events of default, affirmative and negative covenants and indemnities
customary for loans of this nature. As of June 30, 2019, the Crossroads Revolver had a balance outstanding of $2,852,282.In
connection with the Crossroads Revolver, ApplianceSmart incurred $118,457 in transaction cost that is being recognized as debt
issuance cost that is being amortized and recorded as interest expense over the term of the Crossroads Revolver.



Comvest Term Loan



On June 7, 2018, Vintage Stock Affiliated
Holdings LLC (“Holdings”) and Vintage Stock, Inc. (the “Borrower”), entered into an Amended and Restated
Credit Agreement (the “Credit Agreement”) by and among Borrower, Holdings, the lenders party thereto and Comvest Capital
IV, L.P. (“Comvest”), as agent. The Credit Agreement provides for a $24,000,000 secured term loan (the “Term
Loan”). The proceeds of the Term Loan, together with a cash equity contribution of approximately $4,000,000 from the Company
to the Borrower, will be used by the Borrower (i) to refinance and terminate the Borrower’s credit facility (the “Prior
Credit Facility”) with Capitala Private Credit Fund and certain of its affiliates, as lenders, and Wilmington Trust National
Association (the “Term Loan Administrative Agent”), as agent, (ii) to pay transaction costs, and (iii) for the Borrower’s
working capital and other general corporate purposes. In connection with the closing of the refinancing transaction with Comvest,
all defaults under the Prior Credit Facility were extinguished.









25






The Term Loan bears interest at the base
or LIBOR rates (as described below) plus an applicable margin in each case. The applicable margin ranges from 8.00% to 9.50% per
annum (subject to a LIBOR floor of 1.00%) and is determined based on the Borrower’s senior leverage ratio pricing grid. The
applicable margin during the first six months following the June 7, 2018 closing is 9.50%.



The base rate under the Comvest Credit
Agreement is equal to the greatest of (i) the per annum rate of interest which is identified as the “Prime Rate”
and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted
from such other generally available and recognizable source as Agent may select), (ii) the sum of the Federal Funds Rate plus
one half percent (0.50%), (iii) the most recently used LIBO Rate and (iv) two percent (2.00%) per annum.



LIBOR rate is defined as the greater of
(a) a rate per annum equal to the London interbank offered rate for deposits in Dollars for a period of one month and for
the outstanding principal amount of the Term Loan as published in the “Money Rates” section of The Wall Street Journal
(or another national publication selected by Agent if such rate is not so published), two Business Days prior to the first day
of such one month period and (b) one percent (1.00%) per annum.



The Term Loan matures on May 26, 2023 and
is subject to amortization of 12.5% (decreasing to 10% upon the Borrower’s senior leverage ratio being less than 1.50 times
the Borrower’s EBITDA (as defined in the Credit Agreement)) of principal per annum payable in equal quarterly installments
due on March 31, June 30, September 30, and December 31 of each year, with the first such payment due on June 30, 2018; plus, to
the extent the Borrower generates excess cash flow (as defined in the Credit Agreement), a percent of such excess cash flow (ranging
from 50% to 100%), all in accordance with the terms of the Credit Agreement.



Under the Credit Agreement, any and all
mandatory prepayments arising from any voluntary act of the Borrower are subject to a prepayment premium, ranging from 5.00% of
the principal amount prepaid plus a make-whole amount to 1.00%, depending on when the mandatory prepayment is made. There is no
prepayment premium after June 7, 2021.



The Term Loan is secured by a pledge of
substantially all of the assets of the Borrower and a pledge of the capital stock of the Borrower. In addition, the Company is
guaranteeing (the “Sponsor Guaranty”) that portion of the Term Loan that results in the Borrower’s senior leverage
ratio being greater than 2.30:1.00, and only for so long as such ratio exceeds 2.30:1.00. The Sponsor Guaranty terminates on the
date that the Borrower’s senior leverage ratio is less than 2.30:1.00 for two consecutive fiscal quarters.



The Term Loans place certain restrictions
and covenants on Vintage Stock, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions
and incurrence of additional indebtedness for Vintage Stock. Vintage Stock is required to maintain a minimum of $12,000,000 of
EBITDA on a trailing twelve months basis as measured quarterly starting June 30, 2018 through December 31, 2018. Beginning quarter
ending March 31, 2019 and thereafter, Vintage Stock is required to maintain a minimum of $12,500,000 of EBITDA on a trailing twelve
months basis. So long as the Senior leverage ratio is greater than 2.0 to 1.0, Vintage Stock is required to spend no more than
$1,000,000 on capital expenditures in fiscal year 2018, $1,500,000 in fiscal year 2019, $2,000,000 in fiscal year 2020, $1,750,000
in fiscal year 2021, and $1,500,000 in fiscal years 2022 and thereafter. Vintage Stock is required to maintain a declining maximum
senior leverage ratio on a trailing twelve month basis beginning June 30, 2018 of 2.85:1.00, September 30, 2018 2.85:1.00, December
31, 2018 2.65:1.00, March 31, 2019 2.60:1.00, June 30, 2019 2.40:1.00, September 30, 2019 2.10:1.00, December 31, 2019 1.90:1.00,
March 31, 2020 1.80:1.00, June 30, 2020 1.75:1.00 and September 30, 2020 and each fiscal quarter thereafter 1.50:1.00. Vintage
Stock is required to maintain on a trailing twelve-month basis a minimum fixed charge ratio of no less than 1.30:1.00 for quarters
ending June 30, 2018, September 30, 2018 and December 31, 2018. For quarter ending March 31, 2019 1.10:1.00. For quarters ending
June 30, 2019, September 30, 2019 and December 31, 2019 1.30:1.00. For quarter ending March 31, 2020 and each fiscal quarter thereafter
1.40:1.00. Vintage Stock may only open three new retail locations within a twelve-month period so long as the senior leverage
ratio is 2.00:1.00 or more. If the senior leverage ratio is less than 2.00:1.00, Vintage Stock may only open no more than four
new retail locations within a twelve-month period. At all times that the senior leverage ratio is greater than or equal to 1.50:1.00,
Vintage Stock cannot have the same store sales percentage to be less than or equal to a negative 5.5 percent as of the last day
of any fiscal quarter. Vintage Stock may cure both payment and financial covenant defaults through infusion of equity cures as
determined by the Credit Agreement. EBITDA, senior leverage ratio, same store sales decline percentage and fixed charge ratio
are terms defined within the Credit Agreement.









26






In connection with the Comvest Term Loan,
Vintage Stock incurred $1,318,069 in transaction cost that is being recognized as debt issuance cost that is being amortized and
recorded as interest expense over the term of the Comvest Term Loan.



Loan Covenant Compliance



We are in compliance as of June 30, 2019
and September 30, 2018 with all covenants under our existing revolving and other loan agreements.



Long-term debt as of June 30, 2019 and
September 30, 2018 consisted of the following:





|                                                                                                                                                                                                                                                                                                                                                                       |  | June 30, |            |   | September 30, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ---------- | - | ------------- | -
|                                                                                                                                                                                                                                                                                                                                                                       |  | 2019     |            |   | 2018          |  
|Bank of America Revolver Loan - variable interest rate based upon a base rate plus a margin, interest payable monthly, maturity date July 2020, secured by substantially all Marquis assets                                                                                                                                                                            |  | $        | –          |   |               | $
|Texas Capital Bank Revolver Loan - variable interest rate based upon the one-month LIBOR rate plus a margin, interest payable monthly, maturity date November 2020, secured by substantially all Vintage Stock assets and common stock                                                                                                                                 |  |          | 11,194,534 |   |               |  
|Note Payable Comvest Term Loan - variable interest rate based upon LIBOR rate plus a margin, interest payable monthly in cash, principal due quarterly March 31, June 30, September 30, December 31, subject to a variable amortization of principal, maturity date May 26, 2023 note subordinate to Texas Capital Bank Revolver Loan, secured by Vintage Stock Assets |  |          | 16,162,393 |   |               |  
|Note Payable to the Sellers of Vintage Stock, interest at 8% per annum, with interest payable monthly, amended maturity date of September 6, 2023, note subordinate to both Texas Capital Bank Revolver and Capitala Term Loan, secured by Vintage Stock Assets                                                                                                        |  |          | 10,000,000 |   |               |  
|Crossroads Financial Revolver Loan - variable interest rate based upon the three-month LIBOR rate plus a margin, interest payable monthly, maturity date March 2021, secured by substantially all ApplianceSmart assets                                                                                                                                                |  |          | 2,852,282  |   |               |  
|Note #1 Payable to Banc of America Leasing & Capital LLC - interest at 3.8905% per annum, with interest and principal payable monthly in the amount of $84,273 for 59 months, beginning September 23,  2016, with a final payment due in the amount of $584,273, maturity date September 2021, secured by equipment                                                    |  |          | 2,258,835  |   |               |  
|Note #2 Payable to Banc of America Leasing & Capital LLC - interest at 4.63% per annum, with interest and principal payable monthly in the amount of $34,768 for 59 months, beginning January 30, 2017, with a final payment due in the amount of $476,729, maturity date January 2022, secured by equipment                                                           |  |          | –          |   |               |  
|Note #3 Payable to Banc of America Leasing & Capital LLC - interest at 4.7985% per annum with interest and principal payable monthly in the amount of $51,658 for 84 months, beginning January 30, 2017, secured by equipment.                                                                                                                                         |  |          | 2,504,440  |   |               |  
|Note #4 Payable to Banc of America Leasing & Capital LLC - interest at 4.8907% per annum, with interest and principal payable monthly  in the amount of $15,901 for 81 months, beginning April 30, 2017, secured by equipment.                                                                                                                                         |  |          | 769,351    |   |               |  
|Note #5 Payable to Banc of America Leasing & Capital LLC - interest at 4.67% per annum, with interest and principal payable monthly in the amount of $54,943 for 84 months, beginning January 28, 2018, secured by equipment.                                                                                                                                          |  |          | 3,193,383  |   |               |  
|Note Payable to Store Capital Acquisitions, LLC, - interest at 9.25% per annum, with interest and principal payable monthly in the amount of $73,970 for 480 months, beginning July 1, 2016, maturity date of June 2056, secured by Marquis land and buildings                                                                                                         |  |          | 9,281,321  |   |               |  
|Note payable to individual, interest at 11% per annum, payable on a 90 day written notice, unsecured                                                                                                                                                                                                                                                                   |  |          | 206,529    |   |               |  
|Note payable to individual, interest at 10% per annum, payable on a 90 day written notice, unsecured                                                                                                                                                                                                                                                                   |  |          | 500,000    |   |               |  
|Note payable to individual, interest at 8.5% per annum, payable on a 120 day written demand notice, unsecured                                                                                                                                                                                                                                                          |  |          | –          |   |               |  
|Total notes payable                                                                                                                                                                                                                                                                                                                                                    |  |          | 58,923,068 |   |               |  
|Less unamortized debt issuance costs                                                                                                                                                                                                                                                                                                                                   |  |          | (1,522,815 | ) |               |  
|Net amount                                                                                                                                                                                                                                                                                                                                                             |  |          | 57,400,253 |   |               |  
|Less current portion                                                                                                                                                                                                                                                                                                                                                   |  |          | (8,598,026 | ) |               |  
|Long-term portion                                                                                                                                                                                                                                                                                                                                                      |  | $        | 48,802,227 |   |               | $







27








Future maturities of long-term debt at June 30, 2019 are as
follows which does not include related party debt separately stated:



|Years ending June 30, |  |   |           
|--------------------- |  | - | ----------
|2020                  |  | $ | 8,598,026 
|2021                  |  |   | 16,326,884
|2022                  |  |   | 4,930,740 
|2023                  |  |   | 4,410,878 
|2024                  |  |   | 15,234,244
|Thereafter            |  |   | 9,422,296 
|Total                 |  | $ | 58,923,068



Note 9:        Notes
Payable, Related Parties



Appliance Recycling Centers of America,
Inc. Note



On December 30, 2017, ASH entered into
a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (the “Seller”)
and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of the Seller. Pursuant to the Agreement, ASH purchased (the
“Transaction”) from the Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange
for $6,500,000 (the “Purchase Price”). ASH was required to deliver the Purchase Price, and a portion of the Purchase
Price was delivered, to the Seller prior to March 31, 2018. Between March 31, 2018 and April 24, 2018, ASH and the Seller negotiated
in good faith the method of payment of the remaining outstanding balance of the Purchase Price.



On April 25, 2018, ASH delivered to the
Seller that certain Promissory Note (the “ApplianceSmart Note”) in the original principal amount of $3,919,494 (the
“Original Principal Amount”), as such amount may be adjusted per the terms of the ApplianceSmart Note. The ApplianceSmart
Note is effective as of April 1, 2018 and matures on April 1, 2021 (the “Maturity Date”). The ApplianceSmart Note bears
interest at 5% per annum with interest accruing from April 1, 2018, payable at maturity, April 1, 2021, in arrears. ApplianceSmart
has agreed to guaranty repayment of the ApplianceSmart Note. The remaining $2,580,506 of the Purchase Price was paid in cash by
ASH to the Seller. ASH may reborrow funds, and pay interest on such re-borrowings, from the Seller up to the Original Principal
Amount. As of June 30, 2019, and September 30, 2018, there was $2,752,632 and $3,821,507 outstanding on the ApplianceSmart Note,
respectively.



On December 26, 2018, ASH and the Seller
amended and restated the ApplianceSmart Note to, among other things, grant the Seller a security interest in the assets of ASH
and ApplianceSmart in accordance with the terms of separate security agreements entered into between ASH and ApplianceSmart, respectively,
and the Seller. In addition, ASH and the Seller modified the terms of when interest and principal would be due. Outstanding principal
and accrued and un-paid interest at 5% per annum is now all due and payable on April 1, 2021.



On March 15, 2019, the ApplianceSmart entered
into agreements with the Seller and Crossroads Financial pursuant to which the Seller agreed to subordinate the payment of indebtedness
under the ApplianceSmart Note and the Seller’s security interest in the assets of ApplianceSmart and other related parties
in exchange for up to $1,200,000. ApplianceSmart paid $1,200,000 to the Seller, $100,000 on March 29, 2019, $250,000 on April 5,
2019 and $850,000 on April 15, 2019 as principal payments on the ApplianceSmart Note.



Isaac Capital Fund Note



In connection with the acquisition of Marquis
by the Company, the Company entered into a mezzanine loan in the amount of up to $7,000,000 with Isaac Capital Fund (“ICF”),
a private lender whose managing member is Jon Isaac, our President and Chief Executive Officer. The ICF mezzanine loan bears interest
at 12.5% per annum with payment obligations of interest each month and all principal due in January 2021. As of June 30, 2019,
and September 30, 2018, there was $2,000,000 outstanding on this mezzanine loan.









28






Notes payable, related parties as of June
30, 2019 and September 30, 2018 consisted of the following:





|                                                                                                                                                                                                                                                                                                                                    |  | June 30, |           |  | September 30, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | --------- |  | ------------- | -
|                                                                                                                                                                                                                                                                                                                                    |  | 2019     |           |  | 2018          |  
|                                                                                                                                                                                                                                                                                                                                    |  |          |           |  |               |  
|Note Payable and revolving line of credit to the Sellers of ApplianceSmart, Inc., interest rate is 5% per annum, with interest payable monthly, maturity date April 1, 2021, accrued interest and principal all due at maturity. ApplianceSmart may reborrow funds up to the Original Principal amount during the term of the note. |  | $        | 2,752,632 |  |               | $
|Note Payable to Isaac Capital Fund, interest rate is 12.5% per annum, with interest payable monthly, maturity date January 2021.                                                                                                                                                                                                    |  |          | 2,000,000 |  |               |  
|Total notes payable - related parties                                                                                                                                                                                                                                                                                               |  |          | 4,752,632 |  |               |  
|Less unamortized debt issuance costs                                                                                                                                                                                                                                                                                                |  |          | –         |  |               |  
|Net amount                                                                                                                                                                                                                                                                                                                          |  |          | 4,752,632 |  |               |  
|Less current portion                                                                                                                                                                                                                                                                                                                |  |          | –         |  |               |  
|Long-term portion                                                                                                                                                                                                                                                                                                                   |  | $        | 4,752,632 |  |               | $



Future maturities of notes payable, related parties at June
30, 2019 are as follows:



|Years ending June 30, |  |   |          
|--------------------- |  | - | ---------
|2020                  |  | $ | –        
|2021                  |  |   | 4,752,632
|2022                  |  |   | –        
|2023                  |  |   | –        
|2024                  |  |   | –        
|Thereafter            |  |   | –        
|Total                 |  | $ | 4,752,632



Note 10:       Stockholders’
Equity



Series B Convertible Preferred Stock



On December 27, 2016, the Company established
a new series of preferred stock, Series B Convertible Preferred Stock. The shares, as a series, are entitled to dividends as declared
by the board of directors in an amount equal to $1.00 (in the aggregate for all then-issued and outstanding shares of Series B
Convertible Preferred Stock). The series does not have any redemption rights or Stock basis, except as otherwise required by the
Nevada Revised Statutes. The series does not provide for any specific allocation of seats on the Board of Directors. At any time
and from time to time, the shares of Series B Convertible Preferred Stock are convertible into shares of common stock at a ratio
of one share of Series B Preferred Stock into five shares of common stock, subject to equitable adjustment in the event of forward
stock splits and reverse stock splits.



On June 30, 2019, and September 30, 2018,
there were 1,000,000 authorized and 214,244 shares issued and outstanding of Series B Convertible Preferred Stock, with a par value
of $0.001 per share.



The holders of shares of the Series B Convertible
Stock have agreed not to sell transfer, assign, hypothecate, pledge, margin, hedge, trade, or otherwise obtain or attempt to obtain
any economic value from any of such shares or any shares into which they may be converted (e.g., common stock) or for which they
may be exchanged. This “lockup” agreement expires on December 31, 2021. Our Warrant Agreements with ICG have been amended
to provide that the shares underlying those warrants are exercisable into shares of Series B Convertible Preferred Stock, which
warrant shares are also subject to the same “lockup” agreement as the currently outstanding shares of Series B Convertible
Preferred Stock.



During the three and nine months ended
June 30, 2019 and 2018, respectively, the Company did not issue any shares of Series B Convertible Preferred Stock.









29






Series E Convertible Preferred Stock



As of June 30, 2019, and September 30,
2018, there were 200,000 shares authorized, 127,840 shares issued and 77,840 shares outstanding of Series a Preferred Stock, with
a par value of $0.001 per share. The shares accrue dividends at the rate of 5% per annum on the liquidation preference per share,
payable quarterly from legally available funds. The shares carry a cash liquidation preference of $0.30 per share, plus any accrued
but unpaid dividends. If such funds are not available, dividends shall continue to accumulate until they can be paid from legally
available funds. Holders of the preferred shares are entitled, after two years from issuance, to convert them into shares of our
common stock on a one-to-one basis together with payment of $85.50 per converted share. On November 18, 2017, the Company repurchased
50,000 shares of Series E Convertible Preferred Stock for an aggregate purchase price of $4,000.



During the three months ended June 30,
2019 and 2018, the Company accrued dividends of $292 and $292, respectively, payable to holders of Series E preferred stock. During
the nine months ended June 30, 2019 and 2018, the Company accrued dividends of $876 and $876, respectively, payable to holders
of Series E preferred stock. As of June 30, 2019, and September 30, 2018, unpaid dividends were $876 and $1,168, respectively.



Common Stock



On June 30, 2019, and September 30, 2018,
there was 10,000,000 shares authorized, 2,088,186 shares outstanding, and 1,860,282 and 1,945,247 shares issued, respectively,
of Common Stock, with a par value of $0.001 per share.



During the three and nine months ended
June 30, 2019 and 2018, respectively, the Company did not issue any shares of common stock.



Treasury Stock



For the three months ended June 30, 2019
and 2018, the Company purchased 41,618 and 2,077 shares of its common stock on the open market (treasury shares for $310,007 and
$24,881, respectively). For the nine months ended June 30, 2019 and 2018, the Company purchased 84,965 and 31,820 of its common
stock on the open market (treasury shares for $631,470 and $402,328, respectively).



The Company accounted for the purchase
of these treasury shares using the cost method. At June 30, 2019, the Company held 227,904 shares of its common stock as treasury
shares at a cost of $2,181,480. At September 30, 2018, the Company held 142,939 shares of its common stock as treasury shares at
a cost of $1,550,011.



2014 Omnibus Equity Incentive Plan



On January 7, 2014, our Board of Directors
adopted the 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which authorizes issuance of distribution equivalent
rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares,
restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors,
officer, employees, consultants and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under
the 2014 Plan. The Company’s stockholders approved the 2014 Plan on July 11, 2014.



Note 11:        Warrants



The Company issued several notes in prior
periods and converted them, resulting in the issuance of warrants. The following table summarizes information about the Company’s
warrants at June 30, 2019 and September 30, 2018, respectively:









30










|                                  |  | Number of units - Series B Convertible preferred warrants |         |  | Weighted Average Exercise Price |   |       | Weighted Average Remaining Contractual Term (in years) |  |  | Intrinsic Value | 
|--------------------------------- |  | --------------------------------------------------------- | ------- |  | ------------------------------- | - | ----- | ------------------------------------------------------ |  |  | --------------- | 
|Outstanding at September 30, 2018 |  |                                                           | 118,029 |  |                                 | $ | 20.80 |                                                        |  |  | 1.35            | 
|Exercisable at September 30, 2018 |  |                                                           | 118,029 |  |                                 | $ | 20.80 |                                                        |  |  | 1.35            | 
|                                  |  |                                                           |         |  |                                 |   |       |                                                        |  |  |                 | 
|Outstanding at June 30, 2019      |  |                                                           | 118,029 |  |                                 | $ | 20.80 |                                                        |  |  | 0.60            | 
|Exercisable at June 30, 2019      |  |                                                           | 118,029 |  |                                 | $ | 20.80 |                                                        |  |  | 0.60            | 



On December 27, 2016, ICG and the Company
agreed to amend and exchange the common stock warrants for warrants to purchase shares of Series B Convertible Preferred Stock,
and the number of warrants held adjusted by an exchange ratio of 5:1 shares of common stock for shares of Series B Convertible
Preferred Stock. ICG, the holder of the warrants outstanding, is not permitted to sell, transfer, assign, hypothecate, pledge,
margin, hedge, trade or otherwise obtain or attempt to obtain any economic value from the shares of Series B Convertible Preferred
Stock should the warrants be exercised prior to December 31, 2021.



As of June 30, 2019, the Company had 118,029
common stock warrants outstanding with a weighted average exercise price, weighted average remaining contractual term and intrinsic
value of $20.80, 0.60 years and $1,775,767, respectively. As of September 30, 2018, the Company had 118,029 common stock warrants
outstanding with weighted average exercise price, weighted average remaining contractual term and intrinsic value of $20.80, 1.35
years and $2,855,734, respectively.



Warrants for 10,914, 12,383, 54,396 and
17,857 shares of Series B Convertible Preferred Stock were set to expire on September 10, 2017, December 11, 2017, March 27, 2018
and March 28, 2018, respectively. On January 16, 2018, the Company memorialized an agreement reached prior to any of the warrants
expiring, to extend the expiration date for two years, just prior to expiration for all warrants listed. Warrants outstanding and
exercisable as of September 30, 2018 and September 30, 2017 reflect the time extended warrants in addition to 22,479 warrants for
shares of Series B Convertible Preferred Stock with an original expiration date of December 3, 2019. The Company did not recognize
any compensation expense during the six months ended June 30, 2019 and 2018, respectively, related to warrant awards granted to
certain employees and officers based on the grant date fair value of the awards, net of estimated forfeitures. No forfeitures are
estimated.



The exercise price for the Series B Convertible Preferred Stock
warrants outstanding and exercisable at June 30, 2019 and September 30, 2018, are as follows:



|Series B Convertible Preferred |        
|------------------------------ | -------
|Outstanding                    |        
|Number of                      |        
|Warrants                       |        
|                               | 54,396 
|                               | 17,857 
|                               | 12,383 
|                               | 33,393 
|                               | 118,029













31






Note 12:        Stock-Based
Compensation



From time to time, the Company grants stock
options and restricted stock awards to directors, officers and employees. These awards are valued at the grant date by determining
the fair value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line basis
over the requisite service period.



Stock Options



The following table summarizes stock option activity for the
twelve months ended September 30, 2018 and the nine months ended June 30, 2019:





|                                  |  |           |         |   | Weighted |   |       | Weighted         |  |  |                 | 
|--------------------------------- |  | --------- | ------- | - | -------- | - | ----- | ---------------- |  |  | --------------- | 
|                                  |  |           |         |   | Average  |   |       | Average          |  |  |                 | 
|                                  |  | Number of |         |   | Exercise |   |       | Remaining        |  |  |                 | 
|                                  |  | Shares    |         |   | Price    |   |       | Contractual Life |  |  | Intrinsic Value | 
|Outstanding at September 30, 2017 |  |           | 211,668 |   |          | $ | 13.19 |                  |  |  | 3.47            | 
|Granted                           |  |           | 20,000  |   |          |   | 32.24 |                  |  |  | 9.02            | 
|Exercised                         |  |           | –       |   |          |   |       |                  |  |  |                 | 
|Forfeited                         |  |           | –       |   |          |   |       |                  |  |  |                 | 
|Outstanding at September 30, 2018 |  |           | 231,668 |   |          | $ | 14.84 |                  |  |  | 3.04            | 
|Exercisable at September 30, 2018 |  |           | 190,639 |   |          | $ | 11.89 |                  |  |  | 2.08            | 
|                                  |  |           |         |   |          |   |       |                  |  |  |                 | 
|                                  |  |           |         |   |          |   |       |                  |  |  |                 | 
|Outstanding at September 30, 2018 |  |           | 231,668 |   |          | $ | 14.84 |                  |  |  | 3.04            | 
|Granted                           |  |           | –       |   |          |   |       |                  |  |  |                 | 
|Exercised                         |  |           | –       |   |          |   |       |                  |  |  |                 | 
|Forfeited                         |  |           | (31,250 | ) |          |   |       |                  |  |  |                 | 
|Outstanding at June 30, 2019      |  |           | 200,418 |   |          | $ | 15.88 |                  |  |  | 2.63            | 
|Exercisable at June 30, 2019      |  |           | 169,820 |   |          | $ | 13.65 |                  |  |  | 1.64            | 



The Company recognized compensation expense
of $31,602 and $49,817 during the three months ended June 30, 2019 and 2018, respectively, related to stock option awards granted
to certain employees and officers based on the grant date fair value of the awards, net of estimated forfeitures. The Company recognized
compensation expense of $109,803 and $447,970 during the nine months ended June 30, 2019 and 2018, respectively.



At June 30, 2019, the Company has $177,002
of unrecognized compensation expense (net of estimated forfeitures) associated with stock option awards which the company expects
to recognize as compensation expense through October of 2022.











32








The exercise price for stock options outstanding
and exercisable outstanding at June 30, 2019 is as follows:





|Outstanding |         |  | Exercisable | 
|----------- | ------- |  | ----------- | 
|Number of   |         |  | Exercise    | 
|Options     |         |  | Price       | 
|            | 25,000  |  |             | 
|            | 31,250  |  |             | 
|            | 4,167   |  |             | 
|            | 4,167   |  |             | 
|            | 4,167   |  |             | 
|            | 4,167   |  |             | 
|            | 6,250   |  |             | 
|            | 6,250   |  |             | 
|            | 75,000  |  |             | 
|            | 8,000   |  |             | 
|            | 8,000   |  |             | 
|            | 8,000   |  |             | 
|            | 8,000   |  |             | 
|            | 8,000   |  |             | 
|            | 200,418 |  |             | 



The following table summarizes information
about the Company’s non-vested shares outstanding as of June 30, 2019 and September 30, 2018:



|                                 |  |           |         |   | Average    |  
|-------------------------------- |  | --------- | ------- | - | ---------- | -
|                                 |  | Number of |         |   | Grant-Date |  
|Non-vested Shares                |  | Shares    |         |   | Fair Value |  
|Non-vested at September 30, 2017 |  |           | 36,668  |   |            | $
|Granted                          |  |           | 20,000  |   |            | $
|Vested                           |  |           | (15,639 | ) |            | $
|Non-vested at September 30, 2018 |  |           | 41,029  |   |            | $
|                                 |  |           |         |   |            |  
|Non-vested at September 30, 2018 |  |           | 41,029  |   |            | $
|Granted                          |  |           | –       |   |            | $
|Vested                           |  |           | (11,125 | ) |            | $
|Non-vested at June 30, 2019      |  |           | 29,904  |   |            | $



Options were granted during fiscal 2018,
where the exercise price was less than the common stock price at the date of grant or where the exercise price was greater than
the common stock price at the date of grant. There have been no options granted in fiscal 2019 through June 30, 2019. The assumptions
used in calculating the fair value of stock options granted in fiscal 2018 use the Black-Scholes option pricing model for options
granted were as follows:



|Risk-free interest rate      | 1.25%         
|---------------------------- | --------------
|Expected life of the options | 5 and 10 years
|Expected volatility          | 107%          
|Expected dividend yield      | 0%            











33






Note 13:        Earnings
Per Share



Net earnings per share is calculated using
the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average shares of
common stock outstanding do not include shares of restricted stock that have not yet vested, although such shares are included
as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net earnings per share is computed using the weighted
average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential shares
of common stock consist of the additional shares of common stock issuable in respect of restricted share awards, stock options
and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to
common stockholders.



The following table presents the computation of basic and diluted
net earnings per share:



|                                                     |  | Three Months Ended June 30, |           |   | Nine Months Ended June 30, |  
|---------------------------------------------------- |  | --------------------------- | --------- | - | -------------------------- | -
|                                                     |  | 2019                        |           |   | 2018                       |  
|Basic                                                |  |                             |           |   |                            |  
|                                                     |  |                             |           |   |                            |  
|Net income                                           |  | $                           | 1,480,343 |   |                            | $
|Less: preferred stock dividends                      |  |                             | (292      | ) |                            |  
|Net income applicable to common stock                |  | $                           | 1,480,051 |   |                            | $
|                                                     |  |                             |           |   |                            |  
|Weighted average common shares outstanding           |  |                             | 1,886,445 |   |                            |  
|                                                     |  |                             |           |   |                            |  
|Basic earnings per share                             |  | $                           | 0.78      |   |                            | $
|                                                     |  |                             |           |   |                            |  
|                                                     |  |                             |           |   |                            |  
|Diluted                                              |  |                             |           |   |                            |  
|                                                     |  |                             |           |   |                            |  
|Net income applicable to common stock                |  | $                           | 1,480,051 |   |                            | $
|Add: preferred stock dividends                       |  |                             | 292       |   |                            |  
|Net income applicable for diluted earnings per share |  | $                           | 1,480,343 |   |                            | $
|                                                     |  |                             |           |   |                            |  
|Weighted average common shares outstanding           |  |                             | 1,886,445 |   |                            |  
|Add: Options                                         |  |                             | –         |   |                            |  
|Add: Series B Preferred Stock                        |  |                             | 1,071,200 |   |                            |  
|Add: Series B Preferred Stock Warrants               |  |                             | 590,145   |   |                            |  
|Add: Series E Preferred Stock                        |  |                             | 77,840    |   |                            |  
|Assumed weighted average common shares outstanding   |  |                             | 3,625,630 |   |                            |  
|                                                     |  |                             |           |   |                            |  
|Diluted earnings per share                           |  | $                           | 0.41      |   |                            | $



There are 200,418 and 121,250 common stock
options that are anti-dilutive that are not included in the three months ended June 30, 2019 and 2018, diluted earnings per share
computations, respectively.



Note 14:        Related
Party Transactions



In connection with its purchase of Marquis,
Marquis entered into a mezzanine loan in the amount of up to $7,000,000 with ICF. The ICF mezzanine loan bears interest at a rate
of 12.5% per annum with payment obligations of interest each month and all principal due in January 2021. As of June 30, 2019,
and September 30, 2018, respectively, there was $2,000,000 outstanding on this mezzanine loan. During the three months ended June
30, 2019 and 2018, the Company recognized total interest expense of $63,194, associated with the ICF notes. During the six months
ended June 30, 2019 and 2018, the Company recognized total interest expense of $189,583, associated with the ICF notes.



Customer Connexx LLC, a wholly-owned subsidiary
of Appliance Recycling Centers of America, Inc. (“ARCA”), rents approximately 9,879 square feet of office space from
the Company at its Las Vegas office which totals 11,100 square feet. ARCA paid the Company $96,978 and $29,929 in rent and other
reimbursed expenses for the three months ended June 30, 2019 and 2018, respectively. ARCA paid the Company $285,183 and $149,336
in rent and other reimbursed expenses for the nine months ended June 30, 2019 and 2018, respectively. Tony Isaac, a member of the
Board of Directors of the Company and Virland Johnson, Chief Financial Officer of the Company, are Chief Executive Officer and
Board of Directors member and Chief Financial Officer of ARCA, respectively.



Warrants for 10,914, 12,383, 54,396 and
17,857 shares of Series B Convertible Preferred Stock were set to expire on September 10, 2017, December 11, 2017, March 27, 2018
and March 28, 2018, respectively. On January 16, 2018, the Company memorialized an agreement reached prior to any of the warrants
expiring, to extend the expiration date for two years, just prior to expiration for all warrants listed. Warrants outstanding and
exercisable as of June 30, 2019 and September 30, 2018 reflect the time extended warrants in addition to 22,479 warrants for shares
of Series B Convertible Preferred Stock with an original expiration date of December 3, 2019.









34






On December 30, 2017, ASH, a wholly owned
subsidiary of the Company, entered into a Stock Purchase Agreement (the “Agreement”) with ARCA and ApplianceSmart,
a subsidiary of ARCA.  Pursuant to the Agreement, the Purchaser purchased from ARCA all of the issued and outstanding shares
of capital stock (the “Stock”) of ApplianceSmart in exchange for $6,500,000 (the “Purchase Price”). Effective
April 1, 2018, ASH issued an interest-bearing promissory note, with interest at 5% per annum, with a three-year term in the original
amount of $3,919,494 for the balance of the purchase price.



Under a transition service agreement between
ARCA and ApplianceSmart, ARCA would provide healthcare benefits to ApplianceSmart employees from January 1, 2018 through December
31, 2018 for a monthly fee of $22,500. ApplianceSmart paid ARCA transition services fees of $0 for the three and nine months ended
June 30, 2019. Transition service fees expensed by ApplianceSmart were $0 and $67,500 for the three and nine months ended June
30, 2018. The transaction service fees liability at June 30, 2019 and September 30, 2018 are $90,000 and $135,000, respectively.



On December 26, 2018, ASH and the Seller
amended and restated the ApplianceSmart Note to, among other things, grant the Seller a security interest in the assets of ASH
and ApplianceSmart in accordance with the terms of separate security agreements entered into between ASH and ApplianceSmart, respectively,
and the Seller. At June 30, 2019, 2019 and September 30, 2018, respectively, there was $2,852,282 and $3,821,507 outstanding on
this ApplianceSmart Note, respectively.



In connection with the acquisition of Vintage
Stock on November 3, 2016, Rodney Spriggs, President of Vintage Stock, holds a 41.134752% interest in the $10,000,000 Seller Subordinated
Acquisition Note payable by VSAH. The terms of payment are interest only, payable monthly on the 1st of each month,
until maturity 5 years and 6 months from the date of the note – November 3, 2016. Interest paid to Mr. Spriggs for the three
months ended June 30, 2019 and 2018, was $84,098 and $84,098, respectively. Interest paid to Mr. Spriggs for the nine months ended
June 30, 2019 and 2018 was $249,552 and $249,552, respectively.  Interest unpaid and accrued as of June 30, 2019 and September
30, 2018 is $27,423 and $27,423, respectively.



Also see Note 5, 8, 9, 10 and 11.



Note 15:        Commitments
and Contingencies



Litigation



The Company is involved in various claims
and lawsuits arising in the normal course of business. These proceedings could result in fines, penalties, compensatory or treble
dames or non-monetary relief. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular
matter, and an unfavorable ruling or development could have a materially adverse effect on our consolidated financial position,
results of operations and cash flows in the period which a ruling or settlement occurs. However, based on information available
to the Company’s management to date, the Company’s management does not expect that the outcome of any matter pending
against us is likely to have a materially adverse effect on the Company’s consolidated financial position as of June 30,
2019, results of operations, cash flows or liquidity of the Company.



Note 16:        Income
Taxes



The income tax
rate for the nine months ended June 30, 2019 and June 30, 2018 were 27.6% and 13.9%, respectively. The effective income tax rate
differs from the U.S. federal statuary rate primarily due to state taxes and certain non-deductible expenses. As of June 30, 2019,
and June 30, 2018 the Company had no uncertain tax positions. The Company is subject to taxation and files income tax returns in
the U.S., and various state jurisdictions. The Company is subject to audit for U.S. purposes for the current and prior three years;
and for state purposes the current and prior four years.



During the first
quarter, ended December 31, 2017, the Company revised its estimated annual effective rate to reflect a change in the federal statutory
rate from 34% to 21%, resulting from legislation that was enacted on December 22, 2017. The rate change is administratively effective
as of January 1, 2018, which requires the Company to use a blended rate for the annual period. As a result, the blended federal
statutory rate for the year is 24.53%. In addition, we recognized a tax expense in our tax provision for the period related to
adjusting our deferred tax balance to reflect the new corporate tax rate. As a result, income tax expense reported for the three
months was adjusted to reflect the effects of the change in tax law and resulted in an increase in income tax expense of approximately
$2.3 million for the three-month period ended December 31, 2017.











35






Note 17:        Segment
Reporting



The Company operates in three segments
which are characterized as: (1) Manufacturing, (2) Retail and Online, and (3) Services. The Manufacturing Segment consists of Marquis
Industries, the Retail and Online segment consists of Vintage Stock, ApplianceSmart, Modern Everyday and LiveDeal.com, and the
Services segment consists of the directory services business.



The following tables summarize segment information for the three
and nine months ended June 30, 2019 and 2018:



|                                             |  | Three Months Ended June 30, |            |   | Nine Months Ended June 30, |  
|-------------------------------------------- |  | --------------------------- | ---------- | - | -------------------------- | -
|                                             |  | 2019                        |            |   | 2018                       |  
|                                             |  |                             |            |   |                            |  
|Revenues                                     |  |                             |            |   |                            |  
|Retail and Online                            |  | $                           | 23,973,081 |   |                            | $
|Manufacturing                                |  |                             | 22,913,407 |   |                            |  
|Services                                     |  |                             | 156,774    |   |                            |  
|                                             |  | $                           | 47,043,262 |   |                            | $
|                                             |  |                             |            |   |                            |  
|Gross profit                                 |  |                             |            |   |                            |  
|Retail and Online                            |  | $                           | 12,454,788 |   |                            | $
|Manufacturing                                |  |                             | 6,643,617  |   |                            |  
|Services                                     |  |                             | 147,695    |   |                            |  
|                                             |  | $                           | 19,246,100 |   |                            | $
|                                             |  |                             |            |   |                            |  
|Operating income (loss)                      |  |                             |            |   |                            |  
|Retail and Online                            |  | $                           | 551,318    |   |                            | $
|Manufacturing                                |  |                             | 3,111,340  |   |                            |  
|Services                                     |  |                             | 145,911    |   |                            |  
|                                             |  | $                           | 3,808,569  |   |                            | $
|                                             |  |                             |            |   |                            |  
|Depreciation and amortization                |  |                             |            |   |                            |  
|Retail and Online                            |  | $                           | (520,007   | ) |                            | $
|Manufacturing                                |  |                             | 610,448    |   |                            |  
|Services                                     |  |                             | –          |   |                            |  
|                                             |  | $                           | 90,441     |   |                            | $
|                                             |  |                             |            |   |                            |  
|Interest expenses                            |  |                             |            |   |                            |  
|Retail and Online                            |  | $                           | 1,205,537  |   |                            | $
|Manufacturing                                |  |                             | 399,085    |   |                            |  
|Services                                     |  |                             | –          |   |                            |  
|                                             |  | $                           | 1,604,622  |   |                            | $
|                                             |  |                             |            |   |                            |  
|Net income before provision for income taxes |  |                             |            |   |                            |  
|Retail and Online                            |  | $                           | (616,767   | ) |                            | $
|Manufacturing                                |  |                             | 2,512,890  |   |                            |  
|Services                                     |  |                             | 145,847    |   |                            |  
|                                             |  | $                           | 2,041,970  |   |                            | $









36








|                               |  | As of June 30, 2019 |             |  | As of September 30, 
2018 |  
|------------------------------ |  | ------------------- | ----------- |  | ------------------------- | -
|                               |  |                     |             |  |                           |  
|Total assets                   |  |                     |             |  |                           |  
|Retail and Online              |  | $                   | 36,225,115  |  |                           | $
|Manufacturing                  |  |                     | 57,095,801  |  |                           |  
|Services                       |  |                     | 32,369,627  |  |                           |  
|                               |  | $                   | 125,690,543 |  |                           | $
|                               |  |                     |             |  |                           |  
|Goodwill and intangible assets |  |                     |             |  |                           |  
|Retail and Online              |  | $                   | 42,334,755  |  |                           | $
|Manufacturing                  |  |                     | 321,963     |  |                           |  
|Services                       |  |                     | –           |  |                           |  
|                               |  | $                   | 42,656,718  |  |                           | $



Note 18:        Subsequent
Events



None.







37






|ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



For a description of our significant accounting
policies and an understanding of the significant factors that influenced our performance during the three and nine months ended
June 30, 2019, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter
referred to as “MD&A”) should be read in conjunction with the condensed consolidated financial statements, including
the related notes, appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K
for the fiscal year ended September 30, 2018 (the “2018 Form 10-K”).



Note about Forward-Looking Statements



This Quarterly Report on Form 10-Q includes
statements that constitute “forward-looking statements.” These forward-looking statements are often characterized by
the terms “may,” “believes,” “projects,” “intends,” “plans,” “expects,”
or “anticipates,” and do not reflect historical facts.



Specific forward-looking statements contained
in this portion of the Quarterly Report include, but are not limited to (i) statements that are based on current projections and
expectations about the markets in which we operate, (ii) statements about current projections and expectations of general economic
conditions, (iii) statements about specific industry projections and expectations of economic activity, (iv) statements relating
to our future operations and prospects, (v) statements about future results and future performance, (vi) statements that the cash
on hand and additional cash generated from operations together with potential sources of cash through issuance of debt or equity
will provide the company with sufficient liquidity for the next 12 months; and (vii) statements that the outcome of pending legal
proceedings will not have a material adverse effect on business, financial position and results of operations, cash flow or liquidity.



Forward-looking statements involve risks,
uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from
those expressed or implied by such forward-looking statements. Factors and risks that could affect our results, future performance
and capital requirements and cause them to materially differ from those contained in the forward-looking statements include those
identified in our 2018 Form 10-K under Item 1A “Risk Factors”, as well as other factors that we are currently unable
to identify or quantify, but that may exist in the future.



In addition, the foregoing factors may
generally affect our business, results of operations and financial position. Forward-looking statements speak only as of the date
the statements were made. We do not undertake and specifically decline any obligation to update any forward-looking statements.
Any information contained on our website www.liveventures.com or any other websites referenced in this Quarterly Report are not
part of this Quarterly Report.



Our Company



Live Ventures Incorporated is a holding
company for diversified businesses, which, together with our subsidiaries, we refer to as the “Company”, “Live
Ventures”, “we”, “us” or “our.” We acquire and operate profitable companies in various
industries that have demonstrated a strong history of earnings power. We currently have three segments to our business, Manufacturing,
Retail and Online, and Services.



Under the Live Ventures brand, we seek
opportunities to acquire profitable and well-managed companies. We work closely with third parties to help us identify target companies
that fit within the criteria we have established for opportunities.



Our principal offices are located at 325
E. Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, our telephone number is (702) 939-0231, and our corporate website (which
does not form part of this report) is located at www.liveventures.com. Our common stock trades on the NASDAQ Capital Market under
the symbol “LIVE”.











38






Manufacturing Segment



Marquis Industries



Our Manufacturing segment is composed of
Marquis Affiliated Holdings LLC and wholly-owned subsidiaries (“Marquis”). Marquis is a leading carpet manufacturer
and a manufacturer of innovative yarn products, as well as a reseller of hard surface flooring products. Over the last decade,
Marquis has been an innovator and leader in the value-oriented polyester carpet sector, which is currently the market’s fastest-growing
fiber category. We focus on the residential, niche commercial, and hospitality end-markets and serve over 2,000 customers.



Since commencing operations in 1995, Marquis
has built a strong reputation for outstanding value, styling, and customer service. Its innovation has yielded products and technologies
that differentiate its brands in the flooring marketplace. Marquis’s state-of-the-art operations enable high quality products,
unique customization, and exceptionally short lead-times. Marquis utilizes its state-of-the-art yarn extrusion capacity to market
monofilament textured yarn products to the artificial turf industry.



Retail and Online Segment



Our Retail and Online Segment is composed
of Vintage Stock Affiliated Holdings LLC and wholly-owned subsidiaries (“Vintage”), Appliancesmart Holdings LLC and
its wholly-owned subsidiary (“Appliancesmart”), Modern Everyday, Inc. (“MEI”) and LiveDeal Inc. (“LiveDeal”).



Vintage Stock



On November 3, 2016, Live Ventures through
its wholly-owned subsidiary Vintage Stock Affiliated Holdings LLC, acquired 100% of Vintage Stock (collectively “Vintage
Stock”). Vintage Stock is an award-winning specialty entertainment retailer with 60 storefronts across the Midwest and Southwest.
Vintage Stock enjoys a wide customer base comprised of electronic entertainment enthusiasts, avid collectors, female gamers, children,
seniors and more. Vintage Stock offers a large selection of entertainment products including new and pre-owned movies, video games
and music products, as well as ancillary products such as books, comics, toys and collectibles all available in a single location.
With its integrated buy-sell-trade business model, Vintage Stock buys, sells and trades new and pre-owned movies, music, video
games, electronics and collectibles through 35 Vintage Stock, 3 V-Stock, 13 Movie Trading company and 9 EntertainMart retail locations
strategically positioned across Texas, Idaho, Oklahoma, Kansas, Missouri, Colorado, Illinois, Arkansas, Utah and New Mexico. In
addition to offering a wide array of products, Vintage Stock also offers services to customers, such as rentals, special orders,
disc and video game hardware repair and more. Vintage Stock’s “Cooler Than Cash” program rewards loyal customers.
When Vintage Stock customers bring in items to sell, the customer has two options: (i) sell their pre-owned products for cash or
(ii) opt for store credit and receive a fifty percent bonus.



ApplianceSmart



On December 30, 2017, the Company, through
its newly formed, wholly-owned subsidiary, ApplianceSmart Holdings LLC, entered into a series of agreements in connection with
its purchase of ApplianceSmart. ApplianceSmart is engaged in the sale of new major appliances through a chain of company-owned
retail stores. ApplianceSmart is a leading appliance dealer in Minnesota, Georgia and Texas with 9 stores. ApplianceSmart sells
leading brands such as Whirlpool, General Electric, Frigidaire, LG and Samsung.



LiveDeal



LiveDeal Inc. operates LiveDeal.com, a
real time “deal engine” connecting restaurants with consumers. LiveDeal.com provides marketing solutions to restaurants
to boost customer awareness and merchant visibility on the internet. The marketing solutions that LiveDeal.com provides have not
provided any revenue to date. The Company is evaluating possibilities for using the LiveDeal.com deal engine for alternative marketing
purposes.



Services Segment



Telco



Telco Billing Inc. (“Telco”)
provides legacy services primarily under our InstantProfile ® line of directory listing services. We no
longer accept new customers under our legacy service offerings.











39






Critical Accounting Policies



Our unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and do not include all disclosures required under GAAP for complete financial statements. Preparation
of these statements requires us to make judgments and estimates. Some accounting policies have a significant and material impact
on amounts reported in these financial statements. Estimates and assumptions are based on management's experience and other information
available prior to the issuance of our financial statements. Our actual realized results may differ materially from management’s
initial estimates as reported. For a summary of significant accounting policies and the means by which we develop estimates thereon,
see (“Part 1, Item 1 of this 10-Q report – Financial Statements - Notes to unaudited condensed consolidated financial
statements Note 2 – summary of significant accounting policies), which are an integral component of this filing.



Results of Operations Three Months Ended
June 30, 2019 and 2018



The following table sets forth certain statement of income items
and as a percentage of revenue, for the periods indicated:





|                                     |  | Three Months Ended |            |   | Three Months Ended | 
|------------------------------------ |  | ------------------ | ---------- | - | ------------------ | 
|                                     |  | June 30, 2019      |            |   | June 30, 2018      | 
|                                     |  |                    |            |   | % of Total         | 
|                                     |  |                    |            |   | Revenue            | 
|Statement of Income Data:            |  |                    |            |   |                    | 
|Revenue                              |  | $                  | 47,043,262 |   |                    | 
|Cost of Revenue                      |  |                    | 27,797,162 |   |                    | 
|Gross Profit                         |  |                    | 19,246,100 |   |                    | 
|General and Administrative Expense   |  |                    | 12,191,394 |   |                    | 
|Selling and Marketing Expense        |  |                    | 3,246,137  |   |                    | 
|Operating Income                     |  |                    | 3,808,569  |   |                    | 
|Interest Expense, net                |  |                    | (1,604,622 | ) |                    | 
|Bargain Purchase Gain on Acquisition |  |                    | –          |   |                    | 
|Other Income                         |  |                    | (161,977   | ) |                    | 
|Net Income before Income Taxes       |  |                    | 2,041,970  |   |                    | 
|Provision for Income Taxes           |  |                    | 561,627    |   |                    | 
|Net Income                           |  | $                  | 1,480,343  |   |                    | 



The following tables set forth revenues for key product categories,
percentages of total revenue and gross profits earned by key product category and gross profit percent as compared to revenues
for each key product category indicated:











40








|                                             |  | Three Months Ended |            |  | Three Months Ended | 
|-------------------------------------------- |  | ------------------ | ---------- |  | ------------------ | 
|                                             |  | June 20, 2019      |            |  | June 30, 2018      | 
|                                             |  | Net                |            |  | % of               | 
|                                             |  | Revenue            |            |  | Total Revenue      | 
|Revenue                                      |  |                    |            |  |                    | 
|Used Movies, Music, Games and Other          |  | $                  | 10,139,878 |  |                    | 
|New Movies, Music, Games and Other           |  |                    | 7,396,120  |  |                    | 
|Rentals, Concessions and Other               |  |                    | 233,584    |  |                    | 
|Retail Appliance Boxed Sales                 |  |                    | 4,384,309  |  |                    | 
|Retail Appliance UnBoxed Sales               |  |                    | 1,458,783  |  |                    | 
|Retail Appliance Service, Warranty and Other |  |                    | 360,407    |  |                    | 
|Carpets                                      |  |                    | 14,936,900 |  |                    | 
|Hard Surface Products                        |  |                    | 7,650,383  |  |                    | 
|Synthetic Turf Products                      |  |                    | 326,124    |  |                    | 
|Directory Services                           |  |                    | 156,774    |  |                    | 
|Total Revenue                                |  | $                  | 47,043,262 |  |                    | 





|                                             |  | Three Months Ended |            |   | Three Months Ended | 
|-------------------------------------------- |  | ------------------ | ---------- | - | ------------------ | 
|                                             |  | June 30, 2019      |            |   | June 30, 2018      | 
|                                             |  | Gross              |            |   | Gross              | 
|                                             |  | Profit             |            |   | Profit %           | 
|Gross Profit                                 |  |                    |            |   |                    | 
|Used Movies, Music, Games and Other          |  | $                  | 8,037,432  |   |                    | 
|New Movies, Music, Games and Other           |  |                    | 1,651,013  |   |                    | 
|Rentals, Concessions and Other               |  |                    | 155,186    |   |                    | 
|Retail Appliance Boxed Sales                 |  |                    | 2,007,644  |   |                    | 
|Retail Appliance UnBoxed Sales               |  |                    | 806,451    |   |                    | 
|Retail Appliance Service, Warranty and Other |  |                    | (202,938   | ) |                    | 
|Carpets                                      |  |                    | 4,440,116  |   |                    | 
|Hard Surface Products                        |  |                    | 2,002,375  |   |                    | 
|Synthetic Turf Products                      |  |                    | 201,126    |   |                    | 
|Directory Services                           |  |                    | 147,695    |   |                    | 
|Total Gross Profit                           |  | $                  | 19,246,100 |   |                    | 



Revenue



Revenue decreased $7,618,795, or 13.9%
for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018.



The decrease in revenue was primarily attributable to the following:



Retail Boxed Sales decreased $3,231,488,
Retail Appliance UnBoxed Sales decreased $1,699,936 and Retail Appliance Service, Warranty and Other decreased $487,543 over the
same period last fiscal year. This decline was driven by lower inventory across our retail locations because of financing that
did not result in funding until after the end of the second quarter end March 31, 2019.



Revenue increased in the following categories as compared to
the prior year period:



Used Movies, Music, Games and Other increased $67,555 or 0.7%.



New Movies, Music, Games and Other increased
$657,818 or 9.8%.



Hard Surface Products increased $1,326,892 or 21.0%.











41






The revenue increases were offset by the
following decreases in revenue as compared to the prior year period:



Synthetic Turf Products decreased $1,603,074 or 83.1%. We sold
this business unit in December 2018.



Carpets decreased $1,583,535 or 9.6%.



Rentals, Concessions and Other decreased
$1,038,515 or 81.6%.



Directory Services decreased $26,969 or
14.7%.



Cost of Revenue



Cost of revenue decreased $8,050,677, or
22.5% for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018, primarily because of the change
in revenue discussed above as well as the changes in gross profit discussed below.



Gross Profit



Gross profit increased $431,882 or 2.3%,
for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018.



The decrease in gross profit was primarily
attributable to the following:



Gross profits from ApplianceSmart, increased
year-over-year: Retail Appliance Boxed Sales increased $1,196,618 or 147.5% at a 45.8% gross profit margin. Retail Appliance UnBoxed
Sales declined $690,377, or 46.1% at a 55.3% gross profit margin. Retail Appliance Service, Warranty and Other increased $15,754
or 7.2%. This performance was driven by a change in mix that favored higher margin product.



Used Movies, Music, Games and Other increased
$218,014 or 2.8%. Gross profit margin increased to 79.3% from 77.6% due to mix change to higher margin products.



New Movies, Music, Games and Other increased
$108,042 or 7.0%. Gross profit margin decreased slightly to 22.3% from 22.9%.



Rentals, Concession and Other decreased
$534,522, or 77.5%. Gross profit margin increased to 66.4% from 54.2%.



Directory Services decreased $27,055 or
15.5%. Directory Services gross profit margin decreased slightly to 94.2% from 95.1%.



The increase in gross profit was partially
offset by decreases in the following categories as compared to the prior year period:



Carpets decreased $237,639 or 5.1%. Gross
profit margin increased to 26.2 from 24.6%.



Hard Surface Products increased $447,623
or 28.8%. Gross profit margin increased to 26.2% from 24.6% driven by favorable customer and product mix compared to the same period
in the prior year.



Synthetic Turf Products increased $64,576
or 24.3%. We sold this business unit in December 2018.



General and Administrative Expense



General and Administrative expense decreased
$1,183,327 or 8.8%, for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018.



Selling and Marketing Expense



Selling and marketing expense decreased
$1,295,540 or 28.5%, for the three months June 30, 2019 as compared to the three months ended June 30, 2018.









42






Operating Income



Because of the factors described above,
operating income of $3,808,569 for the three months ended June 30, 2019 represented an increase of $2,910,749 over the comparable
prior year period of $897,820, or 324.2%.



Interest Expense, net



Interest expense net decreased $1,106,660
or 40.8%, for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018 primarily due to refinancing
the Capitala term loan with Comvest in June 2018. During the quarter, the Company continued to pay down of debt for the financing
related to the acquisition of Vintage Stock as more fully discussed in Notes 5 and 8 of the unaudited condensed consolidated financial
statements reducing interest expense.



Other Income and Expense



Other income and expense decreased $232,782,
or 328.8%, for the three months ended June 30, 2019 as compared to the three months ended June 30, 2018.



Provision for Income Taxes



Provision for income taxes was $561,627,
for the three months ended June 30, 2019 as compared to a benefit for income taxes of $174,806 for the three months ended June
30, 2018.



Net Income



The factors described above led to net
income of $1,480,343 for the three months ended June 30, 2019, or a 28.7% decrease from net income of $2,077,038 for the three
months ended June 30, 2018.



Results of Operations Nine Months Ended
June 30, 2019 and 2018



The following table sets forth certain statement of income items
and as a percentage of revenue, for the periods indicated:





|                                     |  | Nine Months Ended |             |   | Nine Months Ended | 
|------------------------------------ |  | ----------------- | ----------- | - | ----------------- | 
|                                     |  | June 30, 2019     |             |   | June 30, 2018     | 
|                                     |  |                   |             |   | % of Total        | 
|                                     |  |                   |             |   | Revenue           | 
|Statement of Income Data:            |  |                   |             |   |                   | 
|Revenue                              |  | $                 | 147,212,353 |   |                   | 
|Cost of Revenue                      |  |                   | 89,978,026  |   |                   | 
|Gross Profit                         |  |                   | 57,234,327  |   |                   | 
|General and Administrative Expense   |  |                   | 37,885,740  |   |                   | 
|Selling and Marketing Expense        |  |                   | 11,403,151  |   |                   | 
|Operating Income                     |  |                   | 7,945,436   |   |                   | 
|Interest Expense, net                |  |                   | (4,793,352  | ) |                   | 
|Bargain Purchase Gain on Acquisition |  |                   | –           |   |                   | 
|Other Income                         |  |                   | 1,663,088   |   |                   | 
|Net Income before Income Taxes       |  |                   | 4,815,172   |   |                   | 
|Provision for Income Taxes           |  |                   | 1,330,914   |   |                   | 
|Net Income                           |  | $                 | 3,484,258   |   |                   | 











43






The following tables set forth revenues for key product categories,
percentages of total revenue and gross profits earned by key product category and gross profit percent as compared to revenues
for each key product category indicated:





|                                             |  | Nine Months Ended |             |  | Nine Months Ended | 
|-------------------------------------------- |  | ----------------- | ----------- |  | ----------------- | 
|                                             |  | June 30, 2019     |             |  | June 30, 2018     | 
|                                             |  | Net               |             |  | % of              | 
|                                             |  | Revenue           |             |  | Total Revenue     | 
|Revenue                                      |  |                   |             |  |                   | 
|Used Movies, Music, Games and Other          |  | $                 | 32,081,655  |  |                   | 
|New Movies, Music, Games and Other           |  |                   | 26,334,409  |  |                   | 
|Rentals, Concessions and Other               |  |                   | 784,056     |  |                   | 
|Retail Appliance Boxed Sales                 |  |                   | 14,624,250  |  |                   | 
|Retail Appliance UnBoxed Sales               |  |                   | 4,839,232   |  |                   | 
|Retail Appliance Service, Warranty and Other |  |                   | 1,702,129   |  |                   | 
|Carpets                                      |  |                   | 43,274,862  |  |                   | 
|Hard Surface Products                        |  |                   | 21,287,246  |  |                   | 
|Synthetic Turf Products                      |  |                   | 1,795,731   |  |                   | 
|Directory Services                           |  |                   | 488,783     |  |                   | 
|Total Revenue                                |  | $                 | 147,212,353 |  |                   | 





|                                             |  | Nine Months Ended |            |   | Nine Months Ended | 
|-------------------------------------------- |  | ----------------- | ---------- | - | ----------------- | 
|                                             |  | June 30, 2019     |            |   | June 30, 2018     | 
|                                             |  | Gross             |            |   | Gross             | 
|                                             |  | Profit            |            |   | Profit %          | 
|Gross Profit                                 |  |                   |            |   |                   | 
|Used Movies, Music, Games and Other          |  | $                 | 25,845,628 |   |                   | 
|New Movies, Music, Games and Other           |  |                   | 6,555,019  |   |                   | 
|Rentals, Concessions and Other               |  |                   | 514,774    |   |                   | 
|Retail Appliance Boxed Sales                 |  |                   | 4,340,089  |   |                   | 
|Retail Appliance UnBoxed Sales               |  |                   | 1,652,622  |   |                   | 
|Retail Appliance Service, Warranty and Other |  |                   | (135,303   | ) |                   | 
|Carpets                                      |  |                   | 12,047,813 |   |                   | 
|Hard Surface Products                        |  |                   | 5,547,323  |   |                   | 
|Synthetic Turf Products                      |  |                   | 405,600    |   |                   | 
|Directory Services                           |  |                   | 460,762    |   |                   | 
|Total Gross Profit                           |  | $                 | 57,234,327 |   |                   | 



Revenue



Revenue increased $2,304, or 0.0% for the
nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018.



Revenue increased in the following categories as compared to
the prior year period. ApplianceSmart was acquired on December 30, 2017 and had two full quarters plus one day of operations in
the prior nine month period, which is reflected in the results below:



New Movies, Music, Games and Other increased $1,835,502 or 7.5%.



Retail Appliance Service, Warranty and Other increased $391,
803 or 29.9%.



Carpets increased $29,152 or 0.1%.



Hard Surface Products increased $4,185,431 or 24.5%.











44






The revenue increases were partially offset
by the following decreases in revenue as compared to the prior year period:



Retail Appliance Boxed Sales decreased
$733,236 or 4.8%.



Retail Appliance Unboxed Sales decreased
$1,375,939 or 22.1%.



Synthetic Turf Products decreased $2,317,025 or 56.3%. We sold
this business unit in December 2018.



Used Movies, Music, Games and Other decreased
$846,614 or 2.6%.



Rentals, Concessions and Other decreased
$1,087,958 or 58.1%.



Directory Services decreased $78,812 or
13.9%.



Cost of Revenue



Cost of revenue increased $2,373,214 or
2.6% for the nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018, primarily because of the change
in revenue discussed above as well as the changes in gross profit discussed below.



Gross Profit



Gross profit increased $2,373,518 or 4.3%
for the nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018.



The increase in gross profit was primarily
attributable to the following:



New Movies, Music, Games and Other increased
$664,382 or 11.3%. New Movies, Music, Games and Other gross profit margin increased to 24.9% from 24.0% as a result of a favorable
product mix compared to the same period in the prior year.



Used Movies, Music, Games and Other increased
$228,199 or 0.9%. Gross profit margin increased to 80.6% from 77.8% due to mix change to higher margin products.



Retail Appliance Boxed increased $1,866,722
or 75.5%



Carpets increased $395,766 or 3.4%. Gross
profit margin increased to 27.8% from 26.9%.



Hard Surface Products increased $1,263,087
or 29.5%. Gross profit margin increased to 26.1% from 25.1% driven by favorable customer mix compared to the same period in the
prior year.



Synthetic Turf Products increased $154,861
or 61.8%. We sold this business unit in December 2018.



The increase in gross profit was partially
offset by decreases in the following categories as compared to the prior year period:



Retail Appliance Service, Warranty and
Other decreased by $521,222 or 135.1% at a gross profit loss of $135,303.



Retail UnBoxed decreased $1,045,566 or
38.8%.



Rentals, Concession and Other decreased
$553,633 or 51.8%. Gross profit margin increased to 65.7% from 57.1%.



Directory Services decreased $79,078 or
14.6%. Directory Services gross profit margin decreased slightly to 94.3% from 95.1%.











45






General and Administrative Expense



General and Administrative expense increased
$2,255,314 or 6.3%, for the nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018. This was primarily
attributable to our acquisition of ApplianceSmart on December 30, 2017.



Selling and Marketing Expense



Selling and marketing expense increased
$1,065,339 or 10.3%, for the nine months June 30, 2019 as compared to the nine months ended June 30, 2018. This was primarily attributable
to our acquisition of ApplianceSmart on December 30, 2017.



Operating Income



Because of the factors described above,
operating income of $7,945,436 for the nine months ended June 30, 2019 represented a decrease of $947,135 over the comparable prior
year period of $8,892,571, or 10.7%.



Interest Expense, net



Interest expense net decreased $2,207,962
or 31.5%, for the nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018 primarily due to refinancing
the Capitala loan with Comvest in June 2018. During the quarter, the Company continued to pay down of debt for the financing related
to the acquisition of Vintage Stock as more fully discussed in Notes 5 and 8 of the unaudited condensed consolidated financial
statements reducing interest expense.



Other Income and Expense



Other income and expense increased $1,408,913,
or 554.3%, for the nine months ended June 30, 2019 as compared to the nine months ended June 30, 2018 due to the sale of our Synthetic
Turf Products business unit in December 2018.



Provision for Income Taxes



Provision for income taxes was $1,330,914,
for the nine months ended June 30, 2019 as compared to a provision for income taxes of $3,685,941 for the nine months ended June
30, 2018. The provision for income taxes in the prior year contain an approximate $2.3 million adjustment for a change in the income
tax rate for US corporations.



Net Income



The factors described above led to net
income of $3,484,258 for the nine months ended June 30, 2019, or a 40.7% decrease from net income of $5,877,866 for the nine months
ended June 30, 2018.



Segment Performance



We report our business in the following
segments: Retail and Online, Manufacturing and Services. We identified these segments based on a combination of business type,
customers serviced and how we divide management responsibility. Our revenues and profits are driven through our physical stores,
e-commerce, individual sales reps and our internet services.



Operating income by operating segment,
is defined as income before net interest expense, other income and expense, provision for income taxes and income attributable
to non-controlling interest.











46








|                                   |  | Three Months Ended June 30, 2019 |            |  | Three Months Ended June 30, 2018 |  
|---------------------------------- |  | -------------------------------- | ---------- |  | -------------------------------- | -
|                                   |  | Segments in $                    |            |  | Segments in $                    |  
|                                   |  | Retail &                         |            |  |                                  |  
|                                   |  | Online                           |            |  | Manufacturing                    |  
|Revenue                            |  | $                                | 23,973,081 |  |                                  | $
|Cost of Revenue                    |  |                                  | 11,518,293 |  |                                  |  
|Gross Profit                       |  |                                  | 12,454,788 |  |                                  |  
|General and Administrative Expense |  |                                  | 10,598,926 |  |                                  |  
|Selling and Marketing Expense      |  |                                  | 1,304,544  |  |                                  |  
|Operating Income (Loss)            |  | $                                | 551,318    |  |                                  | $





|                                   |  | Three Months Ended June 30, 2019 |       |  | Three Months Ended June 30, 2018 | 
|---------------------------------- |  | -------------------------------- | ----- |  | -------------------------------- | 
|                                   |  | Segments in % of
    Revenue     |       |  | Segments in % of
    Revenue     | 
|                                   |  | Retail &                         |       |  |                                  | 
|                                   |  | Online                           |       |  | Manufacturing                    | 
|Revenue                            |  |                                  | 29.8% |  |                                  | 
|Cost of Revenue                    |  |                                  | 14.3% |  |                                  | 
|Gross Profit                       |  |                                  | 15.5% |  |                                  | 
|General and Administrative Expense |  |                                  | 13.2% |  |                                  | 
|Selling and Marketing Expense      |  |                                  | 1.6%  |  |                                  | 
|Operating Income (Loss)            |  |                                  | 0.7%  |  |                                  | 



Retail and Online Segment



Segment results for Retail and Online include
Vintage and ApplianceSmart. Revenue and Cost of Revenue for the Retail and Online Segment for the three months ended June 30, 2019
are detailed in the “Revenue” and “Cost of Revenue” sections above.



Operating income for the three months ended
June 30, 2019 increased $2,529,975 or 127.9%.



Manufacturing Segment



Segment results for Manufacturing include
Marquis, which is our carpet, hard surface and synthetic turf products business. Revenue and Cost of Revenue for the Manufacturing
Segment for the three months ended June 30, 2019 are detailed in the “Revenue” and “Cost of Revenue” sections
above. Operating income for the three months ended June 30, 2019 increased $407,960, or 15.1%, as compared to the prior year period,
because of an increase in gross profit of $145,410 as well as decreases in general and administrative expense of $49,699 and selling
and marketing expense of $212,851.



Services Segment



Segment results for Services include Telco
results, which is our directory services business. Revenue and Cost of Revenue for the Services Segment for the three months ended
June 30, 2019 are detailed in the “Revenue” and “Cost of Revenue” sections above. Operating earnings for
the three months ended June 30, 2019 decreased $27,054, or 15.5% compared to the prior year period, primarily due to decreased
renewal revenues. We expect revenue and operating income from this segment to continue to decrease in the future. We are no longer
accepting new customers in our directory services business.











47








|                                   |  | Nine Months Ended June 30, 2019 |            |  | Nine Months Ended June 30, 2018 |  
|---------------------------------- |  | ------------------------------- | ---------- |  | ------------------------------- | -
|                                   |  | Segments in $                   |            |  | Segments in $                   |  
|                                   |  | Retail &                        |            |  |                                 |  
|                                   |  | Online                          |            |  | Manufacturing                   |  
|Revenue                            |  | $                               | 80,365,731 |  |                                 | $
|Cost of Revenue                    |  |                                 | 41,592,902 |  |                                 |  
|Gross Profit                       |  |                                 | 38,772,829 |  |                                 |  
|General and Administrative Expense |  |                                 | 33,269,112 |  |                                 |  
|Selling and Marketing Expense      |  |                                 | 5,320,288  |  |                                 |  
|Operating Income (Loss)            |  | $                               | 183,429    |  |                                 | $





|                                   |  | Nine Months Ended June 30, 2019 |        |  | Nine Months Ended June 30, 2018 | 
|---------------------------------- |  | ------------------------------- | ------ |  | ------------------------------- | 
|                                   |  | Segments in % of
    Revenue    |        |  | Segments in % of
    Revenue    | 
|                                   |  | Retail &                        |        |  |                                 | 
|                                   |  | Online                          |        |  | Manufacturing                   | 
|Revenue                            |  |                                 | 100.0% |  |                                 | 
|Cost of Revenue                    |  |                                 | 51.8%  |  |                                 | 
|Gross Profit                       |  |                                 | 48.2%  |  |                                 | 
|General and Administrative Expense |  |                                 | 41.4%  |  |                                 | 
|Selling and Marketing Expense      |  |                                 | 6.6%   |  |                                 | 
|Operating Income (Loss)            |  |                                 | 0.2%   |  |                                 | 



Retail and Online Segment



Segment results for Retail and Online include
Vintage and ApplianceSmart. Revenue and Cost of Revenue for the Retail and Online Segment for the nine months ended June 30, 2019
are detailed in the “Revenue” and “Cost of Revenue” sections above.



Operating income for the nine months ended
June 30, 2019 decreased $2,461,238 or 93.1% as compared to the prior year period.



Manufacturing Segment



Segment results for Manufacturing include
Marquis, which is our carpet, hard surface and synthetic turf products business. The synthetic turf products business was sold
in December 2018. Revenue and Cost of Revenue for the Manufacturing Segment for the nine months ended June 30, 2019 are detailed
in the “Revenue” and “Cost of Revenue” sections above. Operating income for the nine months ended June
30, 2019 increased $1,593,432, or 27.9%, as compared to the prior year period, because of an increase in gross profit of $1,813,715,
partially offset by an increase in general and administrative expense of $230,156 and decrease in selling and marketing expense
of $9,873.



Services Segment



Segment results for Services include Telco
results, which is our directory services business. Revenue and Cost of Revenue for the Services Segment for the nine months ended
June 30, 2019 are detailed in the “Revenue” and “Cost of Revenue” sections above. Operating earnings for
the nine months ended June 30, 2019 decreased $79,329, or 14.8% compared to the prior year period, primarily due to decreased renewal
revenues. We expect revenue and operating income from this segment to continue to decrease in the future. We are no longer accepting
new customers in our directory services business.



Liquidity and Capital Resources



Overview



Based on our current operating plans, we
believe that available cash balances, cash generated from our operating activities and funds available under the BofA Revolver,
Crossroads Revolver and the TCB Revolver, together will provide sufficient liquidity to fund our operations, pay our scheduled
loan payments, fund our continued investments in store openings and remodeling activities, continue to repurchase shares and pay
dividends on our series E preferred shares as declared by the Board of Directors, for at least the next 12 months.











48






We have three asset-based revolver lines
of credit (a) the BofA Revolver utilized by Marquis, (b) the TCB Revolver utilized by Vintage Stock, and (c) the Crossroads Revolver
utilized by ApplianceSmart.



As of March 31, 2019, we had total cash
on hand of $2,416,540 and an additional $15,000,000 of available borrowing under the BofA Revolver, $10,857 of available borrowing
under the Crossroads Revolver and an additional $805,464 of available borrowing under the TCB Revolver. As we continue to pursue
acquisitions and other strategic transactions to expand and grow our business, we regularly monitor capital market conditions and
may raise additional funds through borrowings or public or private sales of debt or equity securities. The amount, nature and timing
of any borrowings or sales of debt or equity securities will depend on our operating performance and other circumstances, our then-current
commitments and obligations, the amount, nature and timing of our capital requirements, any limitations imposed by our current
credit arrangements and overall market conditions.



Cash Flows



During the nine months ended June 30, 2019,
cash provided by operations was $15,536,126, compared to $9,708,686 during the nine months ended June 30, 2018. The increase in
cash provided by operations of $5,827,440 as compared to the prior period; was primarily due to a decrease in net income of $2,393,608,
a decrease in depreciation and amortization expense of $392,255, a decrease due to the bargain purchase gain of Appliancesmart
of $7,418,375, a decrease due to gain on sale of equipment of $1,411,838, a decrease to the change in deferred income taxes of
$2,401,709, a decrease in non-cash expenses of $591,526, and an increase in cash provided by operations for working capital purposes
of $5,600,001.



Some of the significant changes in cash
provided by or used by operations for working capital purposes, as compared to the prior year period include:



Cash used by an increase in prepaid expenses
and other current assets of $1,814,021.



Cash provided by a decrease in inventory
of $8,704,044 at Vintage Stock, ApplianceSmart and Marquis.



Cash provided by a decrease in accounts
receivable of $3,807,665 due to increased collections at Marquis and ApplianceSmart on account.



Cash used by a decrease in accounts payable
by $4,211,961 at Marquis, Vintage and Appliancesmart.



Cash provided by and used in investing
activities was $2,251,807 and $8,446,412 for the nine months ended June 30, 2019 and 2018, respectively. The $10,698,219 increase
in cash provided by investing activities, as compared to the prior period, is primarily attributable to proceeds from the sale
of property and equipment of $4,372,475, a decrease in the purchase of property and equipment of $5,891,410 and a decrease in the
purchase of intangible assets of $434,334.



Cash used by financing activities was $17,363,015
and $2,941,797 for the nine months ended June 30, 2019 and 2018, respectively. The $14,421,218 increase in cash used in investing
activities, as compared to the prior period, was attributable to an increase in net payments on our three revolver loans of $6,748,532;
decrease in payment of $1,094,554 for debt issuance costs, a decrease in the proceeds from the issuance of notes payable of $27,931,591,
a decrease in payments of notes payable of $20,299,740 an increase in the payment of related party notes payable of $910,247, an
increase in purchase of common treasury stock of $229,142, and a decrease in the purchase of series E preferred treasury stock
of $4,000.



Marquis – Sale of Two Turf Extrusion lines



On December 21, 2018, Marquis entered into
a Bill of Sale and Assignment and Assumption Agreement (the “Marquis Bill of Sale”) with Viridian Industries, Inc.
(“Viridian”) pursuant to which Marquis sold to Viridian two turf extrusion lines in exchange, including spare parts
for cash consideration of $4,750,000, plus the book value of the raw material operating and packing inventories associated with
the turf extrusion lines and closing expenses of $786,129, for a total purchase price of approximately $5,536,129, plus $0.10 per
pound of nylon sold by Viridian during the 36 month period immediately following the closing, all on terms and conditions more
fully described in the Marquis Bill of Sale. Marquis recorded a gain on the sale of the two turf extrusion lines of $1,508,512,
which is included in Other Income.









49






Sources of Liquidity



We utilize cash on hand and cash generated
from operations and have funds available to us under our three revolving loan facilities (BofA Revolver, Crossroads Revolver and
TCB Revolver) to cover normal and seasonal fluctuations in cash flows and to support our various growth initiatives. Our cash and
cash equivalents are carried at cost and consist primarily of demand deposits with commercial banks.



BofA Revolver



Marquis may borrow funds for
operations under the BofA Revolver subject to availability as described in Note 8 to the unaudited condensed consolidated
financial statements. At June 30, 2019 and September 30, 2018, we had $15,000,000 and $7,326,680 of additional
borrowing availability on the BofA Revolver, respectively. Maximum borrowing under the BofA Revolver is $15 million. The
weighted average interest rate for the period of October 1, 2018 through June 30, 2019 was 4.19%. We borrowed $63,941,777 and
repaid $71,542,382 on the BofA Revolver during the nine months ended June 30, 2019, resulting in an outstanding balance on
the BofA Revolver of $0 and $7,600,605 at June 30, 2019 and September 30, 2018, respectively.



TCB Revolver



Vintage Stock may borrow funds for
operations under the TCB Revolver, subject to availability as described in Note 8 to the unaudited condensed consolidated
financial statements. On June 30, 2019 and September 30, 2018, we had $805,464 and $107,405, of additional borrowing
availability on the TCB Revolver, respectively. Maximum borrowing under the TCB Revolver has been Reduced to $12,000,000. No
letters of credit were outstanding at any time during the period of October 1, 2018 through June 30, 2019. The weighted
average interest rate for the period of October 1, 2018 through March 31, 2019 was 4.71461%. We borrowed $57,653,302 and
repaid $58,351,363 on the TCB Revolver during the period of October 1, 2018 through June 30, 2019, resulting in an
outstanding balance on the TCB Revolver of $11,194,534 and $11,892,595 at June 30, 2019 and September 30, 2018,
respectively.



Future Sources of Cash; New Acquisitions,
Products and Services



We may require additional debt financing
and or capital to finance new acquisitions, refinance existing indebtedness or other strategic investments in our business. Other
sources of financing may include stock issuances and additional loans; or other forms of financing. Any financing obtained may
further dilute or otherwise impair the ownership interest of our existing stockholders.



Off-Balance Sheet Arrangements



At June 30, 2019, we had no off-balance
sheet arrangements, commitments or guarantees that require additional disclosure or measurement.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------



As of June 30, 2019, we did not participate
in any market risk-sensitive commodity instruments for which fair value disclosure would be required. We believe we are not subject
in any material way to other forms of market risk, such as foreign currency exchange risk, foreign customer purchases or commodity
price risk.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------



Evaluation of Disclosure control and
Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal
financial officer concluded that, as of the end of period covered in this report, our disclosure controls and procedures were effective
to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosure.











50






Notwithstanding the foregoing, a control
system, no matter how well designed and operated, can provide only reasonable, not absolute assurance that it will detect or uncover
failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Management
has concluded that adequate definition and documentation of existing accounting processes, internal controls and the testing thereof
are in place to be deemed adequate and reliable.



Changes in Internal Control over Financial
Reporting. There were no changes in the Company’s internal control over financial reporting during the quarter ended
June 30, 2019, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.



Management’s Report on Internal
Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness
of our internal control over financial reporting as of June 30, 2019. In making this assessment, we used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 regarding Internal Control
– Integrated Framework. Based on our assessment using those criteria, our management concluded that our internal control
over financial reporting was effective as of June 30, 2019.



The Company’s management, including
the Company’s CEO and CFO, do not expect that the Company’s disclosure controls and procedures or the Company’s
internal control over financial reporting will prevent or detect all error and all fraud. A control system, regardless of how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be
met. These inherent limitations include the following: judgements in decision-making can be faulty, and control and process breakdowns
can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with
each other, or by management override, the design of any system of controls is based in part on certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions, over time, controls may become inadequate because of changes in conditions or deterioration in the degree of
compliance with policies or procedures. Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if any, have been detected.











51






PART II – OTHER INFORMATION



|ITEM 1. | Legal Proceedings
|------- | -----------------



Please refer to ‘‘Item 3. Legal
Proceedings’’ in our Annual Report on Form 10-K, as amended, for the year ended September 30, 2018 for information
regarding material pending legal proceedings. Except as set forth therein and below, there have been no new material legal proceedings
and no material developments in the legal proceedings previously disclosed.



|ITEM 1A. | Risk Factors
|-------- | ------------



We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



|ITEM 2. | Unregistered Sales of Equity Securities and Use of funds
|------- | --------------------------------------------------------



On February 20, 2018, the Company announced
a $10.0 million common stock repurchase program. Below are the purchases during the three months ended June 30, 2019:



|Period     |  | Number of Shares |        |  | Average Purchase Price Paid |   |      | Number of Share Purchases as
    Part of a Publicly Announced Plan or Program |  |  | Maximum Amount that May be
    Purchased Under the Announced Plan or Program | 
|---------- |  | ---------------- | ------ |  | --------------------------- | - | ---- | ----------------------------------------------------------------------------- |  |  | ---------------------------------------------------------------------------- | 
|April 2019 |  |                  | 8,700  |  |                             | $ | 7.91 |                                                                               |  |  | 8,700                                                                        | 
|May 2019   |  |                  | 9,290  |  |                             |   | 7.39 |                                                                               |  |  | 9,290                                                                        | 
|June 2019  |  |                  | 23,628 |  |                             |   | 7.30 |                                                                               |  |  | 23,628                                                                       | 
|           |  |                  | 41,618 |  |                             |   |      |                                                                               |  |  | 41,618                                                                       | 



|ITEM 3. | Defaults Upon Senior Securities
|------- | -------------------------------



None.



|ITEM 4. | Mine Safety Disclosures
|------- | -----------------------



None.



|ITEM 5. | Other Information
|------- | -----------------



None.









52








| | ITEM 6. | Exhibits
| | ------- | --------



The following exhibits are filed with or incorporated by reference
into this Quarterly Report.



|Exhibit
        Number |  | Exhibit
    Description |  |  | Form |  | FileNumber |  | ExhibitNumber |  |  | Filing
    Date
|---------------------- |  | ----------------------- |  |  | ---- |  | ---------- |  | ------------- |  |  | ---------------





|3.1         |    | Amended and Restated Articles of Incorporation                                                                                                                                        |  |  | 8-K  |  | 000-24217  |  | 3.1   |  |  | 08/15/07
|----------- | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- |  | ---------- |  | ----- |  |  | --------
|3.2         |    | Certificate of Change                                                                                                                                                                 |  |  | 8-K  |  | 001-333937 |  | 3.1   |  |  | 09/07/10
|3.3         |    | Certificate of Correction                                                                                                                                                             |  |  | 8-K  |  | 001-333937 |  | 3.1   |  |  | 03/11/13
|3.4         |    | Certificate of Change                                                                                                                                                                 |  |  | 10-Q |  | 001-333937 |  | 3.1   |  |  | 02/14/14
|3.5         |    | Articles of Merger                                                                                                                                                                    |  |  | 8-K  |  | 001-333937 |  | 3.1.4 |  |  | 10/08/15
|3.6         |    | Certificate of Change                                                                                                                                                                 |  |  | 8-K  |  | 001-333937 |  | 3.1.5 |  |  | 11/25/16
|3.7         |    | Certificate of Designation for Series B Convertible
Preferred Stock filed with Secretary of State for the State of Nevada on December 23, 2016, and effective as of December 27, 2016 |  |  | 10-K |  | 001-333937 |  | 3.1.6 |  |  | 12/29/16
|3.8         |    | Bylaws of Live Ventures Incorporated                                                                                                                                                  |  |  | 10-Q |  | 001-33937  |  | 3.8   |  |  | 08/14/18
|10.1        | *  | Fourth Amendment to Loan Agreement dated June 24, 2019 between Texas Capital Bank, National Association and Vintage Stock, Inc.                                                       |  |  |      |  |            |  |       |  |  |         
|31.1        | *  | Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 202                                                                   |  |  |      |  |            |  |       |  |  |         
|31.2        | *  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 202                                                                                 |  |  |      |  |            |  |       |  |  |         
|32.1        | *  | Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                  |  |  |      |  |            |  |       |  |  |         
|32.2        | *  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                |  |  |      |  |            |  |       |  |  |         
|Ex. 101.INS | ** | XBRL Instance Document                                                                                                                                                                |  |  |      |  |            |  |       |  |  |         
|Ex. 101.SCH | ** | XBRL Taxonomy Extension Schema Document                                                                                                                                               |  |  |      |  |            |  |       |  |  |         
|Ex. 101.CAL | ** | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                 |  |  |      |  |            |  |       |  |  |         
|Ex. 101.DEF | ** | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                  |  |  |      |  |            |  |       |  |  |         
|Ex. 101.LAB | ** | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                       |  |  |      |  |            |  |       |  |  |         
|Ex. 101.PRE | ** | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                |  |  |      |  |            |  |       |  |  |         

______________________________

*Filed herewith

** To be filed by amendment











53






SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                          | Live Ventures Incorporated           
|------------------------- | -------------------------------------
|                          |                                      
|                          |                                      
|Dated:   August 14, 2019  | /s/ Jon Isaac                        
|                          | President and Chief Executive Officer
|                          | (Principal Executive Officer)        
|                          |                                      
|                          |                                      
|Dated:    August 14, 2019 | /s/ Virland A. Johnson               
|                          | Chief Financial Officer              
|                          | (Principal Financial Officer)        



















54