April 25, 2019
Virland Johnson
Chief Financial Officer
Live Ventures Incorporated
325 E Warm Springs Road
Suite 102
Las Vegas, NV 89119
Re: Live Ventures Incorporated
Form 10-K for the fiscal year ended September 30, 2018
Filed December 27, 2018
Form 10-Q for the fiscal quarter ended December 31, 2018
Filed February 13, 2019
File No. 001-33937
Dear Mr. Johnson:
We have reviewed your April 17, 2019 response to our comment letter and
have the
following comments. In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
April 10, 2019 letter.
Form 10-K for the fiscal year ended September 30, 2018
Note 4. Acquisitions
Acquisition of ApplianceSmart, page F-15
1. We note your response to comment 2, which appears to conflict with your
correspondence
dated March 19, 2019 and disclosure in the 10-K. If the transfer of the
lease obligations
from ARCA to ApplianceSmart was concurrent with the acquisition date and
not an event
subsequent to the acquisition date, please tell us why it was not
included in the final
purchase price allocation disclosed on page F-15 of the 10-K, and why
your response to
comment 5 in the letter dated March 19, 2019 refers to the "post-closing
assumption of
Virland Johnson
Live Ventures Incorporated
April 25, 2019
Page 2
certain liabilities including material long term lease liabilities."
We may have further
comment.
2. We note your response to comment 3. Please provide more detail
regarding the royalty
rate for the subject trade name and respective required rates of
return used in the relief
from royalty calculation. In addition to quantifying the inputs,
please tell us how these
inputs were determined, if a range of inputs were considered, and the
magnitude of the
impact on the trade name value if other inputs within the range, if
any, had been used.
Form 10-Q for the fiscal quarter ended December 31, 2018
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 9
3. We note your response to comment 4. We are unclear how revenue arising
from contracts
with customers is immaterial to your consolidated results, cash flows
and financial
condition. It appears that most, if not all, of your revenue streams
are within the scope of
ASC 606. Please tell us how you considered the impact of ASC 606 on
all of your
revenue streams, including breakage income and warranties, as well as
the impact that
adoption had upon your customer loyalty programs and accounting for
the right of return
on your products.
Shipping and Handling, page 10
4. We note from your response to comment 5 that shipped products are sold
F.O.B.
destination after delivery and promised services are completed, and
that shipping and
handling costs are not incurred after the customer obtains title and
control. Since the
shipping and handling activities are performed before the customer
obtains control of the
product, then the shipping and handling activities are not a promised
service to the
customer. Rather, shipping and handling are activities to fulfill your
promise to transfer
the good and should be accounted for as a fulfillment cost, not
revenue. Refer to ASC
606-10-25-18A.
You may contact Kristi Marrone at (202) 551-3429 or Kevin Woody at (202)
551-3629 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameVirland Johnson
Division of
Corporation Finance
Comapany NameLive Ventures Incorporated
Office of Real
Estate and
April 25, 2019 Page 2 Commodities
FirstName LastName