Live Ventures Inc (LIVE) 2017 Q4 法說會逐字稿

Good day, everyone, and welcome to today's Live Ventures Year-End Call. (Operator Instructions) Please note, this conference is being recorded. I will be standing by should you need any assistance.

It is now my pleasure to turn today's program over to Mr. Virland Johnson, Chief Financial Officer. Please go ahead, sir.

Thank you. Good afternoon, and welcome to the Live Ventures Incorporated Fiscal Year-End September 30, 2017 Conference Call. Earlier today, the company filed a press release and an extension to file our annual report Form 10-K within the prescribed extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934. This press release and associated filing can be found on our website, www.live-ventures.com in the Investor Relations section; as well as on the SEC website, www.sec.gov.

My name is Virland Johnson, Chief Financial Officer. And joining me today is Jon Isaac, Chief Executive Officer.

Please note that some of the remarks you will hear today may contain forward-looking statements about the company's performance. As well, there may be forward-looking statements made during the Q&A session that follow our prepared remarks.

These statements are neither promises nor guarantees, and there are a number of risks and uncertainties that could cause actual results to differ materially from those set forth in these forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in these forward-looking statements is contained in our filing when available and periodic reports filed with the SEC, copies of which are available on our website or may be requested directly from the company.

Forward-looking statements are made as of today's date, and we do not undertake any obligation to update any forward-looking statements made during today's call.

Thank you, everyone, for joining us today for our year-end 2017 call. Our Form 10-K filing has been extended largely due to working to and finalizing the purchase accounting adjustments for Vintage Stock within the measurement period allowed. We expect to file our Form 10-K shortly within the extension time provided.

This is the first year under audit with our new auditor BDO. The process has been a good one for the company and its personnel. The process has been rigorous and thorough. Some of the areas that BDO has been especially helpful in are properly accounting for our leases, prepaids, long-term assets, gift cards, inventory and purchase accounting. Taking this step to change auditors early in the year was a large one for Live Ventures, but the right one, given the value that has already been delivered to the company. It has helped our people be more proactive and responsive to the increased expectation level of what BDO brings to our company and shareholders.

Our 10-K filing will provide you with many of the operational and financial details we will discuss in general today. There are some highlights that I can answer today.

Revenues for Live Ventures will exceed $152 million for the year. Vintage revenues will exceed $72 million since acquisition in November '16. Marquise had record revenues of over $79 million, a 9.9 year-over-year percentage change.

Cash on hand at the end of the year was $3.9 million. Availability under our revolving lines of credit at year-end was $8.1 million. Cash flow from operations for the year should be $9.5 million. The notes payable net of debt issuance cost at year-end, $77.4 million at year-end. All 3 segments of our business were profitable for the year. For additional financial information and details, I invite you to review our press release distributed this afternoon and view our 10-K filing on either our website or the SEC's website when available.

Our focus remains on seeking out the best acquisition opportunities and growing our existing portfolio of companies, while minimizing our cost of capital and enhancing shareholder value.

With that, I thank you very much for your participation on this call and your continued interest in Live Ventures Incorporated.

At this time, Jon has some prepared remarks, and then we will take questions.

So we've had a great year. Everybody, we're very excited for what transpired. Our revenues are up 92% since last year, record revenues for the company ever, $152 million. So last year -- and our fiscal year starts October 1 and ends September 30, just as a reminder. So last year, we started off the year with our largest acquisition to date, which is Vintage Stock. And with me today, by the way, is Mr. Rodney Spriggs, who is the President and CEO of Vintage Stock. He will be available to answer any questions that you may have.

We then proceeded -- we announced the appointment of our Chief Financial Officer, Virland, and we are extremely happy and pleased with what accounting has done with us so far this year.

Vintage Stock then announced that we opened 9 stores at Vintage, and they're all performing very, very well. Not too long after, the company terminated our S-3 Registration Statement with the SEC. This allowed us to effectively raise equity or cash or stock. We canceled that voluntarily with the SEC, because we believe that our company was undervalued and that we would not be issuing any shares. So we canceled that. We then -- the company changed its independent registered accounting firm and we selected BDO, and we've been very pleased with BDO and what they've done and how thorough they have been with -- as it relates to our accounting. They've found numerous things for us that you will see in the 10-K.

2 lawsuits were filed against us as a result of an article that was written online. This was earlier in the year. One, we were served with one class-action and one derivative lawsuit. We called those 2 lawsuits bogus, baseless and meritless. We got both lawsuits dismissed just recently. And so although this was a distraction for the company, we believe it actually benefited the company and long-term shareholders, as it gave us the opportunity to repurchase our shares at what we believe was a great deal at the time.

So far, the company acquires -- has acquired a total of 116,000 shares on the open market since the inception of our stock repurchase program. About 66,000 of those were during our fiscal year. Our average stock price on our repurchase was about $10 a share. So based on -- we are about -- in my remarks, here I have -- we are about 30% or 35% in the money, but if I'm looking at after-hours activity, we've essentially doubled our investments since our repurchase of all of our stock.

In another set of very good news, in an effort to clean up our capital structure, the company repurchased some of our Series E preferred shares. This was a class of shares that existed well before I joined the company, I believe was in the year 2000 or 2001 during the years of YP.com. We were able to acquire 40%, 4-0, 40% of the total outstanding shares of the Series E for a grand total of $4,000.

So in another -- more good news, we are in contract with a new lender at the Vintage Stock level. This proposed financing is expected to close in the next few weeks or maybe a couple of months, I would say. I'm instructed to say, of course, there are no guarantees. However, it looks great. And we have signed with them and they are doing their due diligence. They visited the company, and they are working diligently on getting this financing done.

Once this financing closes, when and if it does, it should help to save the company in reducing interest expense. Do you want me to comment on Marquis and Vintage? I mean, it's all from me on a -- at a high level. See if there's any questions. Yes. Anyone has any questions, we will be happy to answer those.

(Operator Instructions)

[John Slim] Can we take the call, Lynn, from John Slim .

In your opinion, what do you think has kept the stock price somewhat depressed until today?

I really don't know. I mean, we can all have our different opinions. I mean, it could be numerous things. It could be that we haven't really filed any financials for almost, what, 90 days now or even more than that. It could be anticipation. I really don't know. Your guess is as good as mine.

Okay. I didn't know if you -- there was a tremendous amount of shorting going on sometime that happened in these markets or...

Maybe, it could be so. I mean, we don't really pay too much attention to the day-to-day trading of our stock. I mean, obviously, if there's something going on that's illegal, if it's brought to our attention, we'll have to deal with it. But again, we're really focused on the long-term value of our company. Shareholder equity and our financial performance is of utmost priority to us, and we think that the stock price will follow over time gradually. So we don't get too concerned with the day-to-day trading of our stock, but we're very pleased to see that the stock is up after hours. So we're happy about that. [Dr. David].

Hey, I've got a question, just a couple of quickies. On the original LiveDeal, you said all 3 segments were profitable. Could you shed a little light on what is the key driver? And then how -- are you allowed to talk any about the December season for the Vintage Stock?

I can maybe refer it a little bit. We don't -- obviously, we're still in the season, it's December 27. But your question was, are we profitable where, I guess?

He was asking...

Again, the original LiveDeal...

Give me a second, I'll address that.

Virland can answer that.

Profits between the segments, obviously, our Services Segment is relatively small with revenues under $1 million, again consistently profitable, however. With regards to Marquis, we've already shared that Marquis revenues were up 9.9% year-over-year. Their profits also were excellent in terms of the same comparable time frame. They continue to outperform and steadily perform relative to our expectations. Vintage, obviously, is new this year, so there's really no comparison year-over-year. But Vintage was clearly profitable for the year, turned in excellent results in terms of the time period that we've owned them. I will tell you that operating earnings are pretty split between the 2 remaining segments, but that's about as much detail as I can go into at this point.

Okay. Do you guys have an estimated time frame on when you will file your financial report?

We're going to file it as soon as possible, but the statutory limit is within 15 days of normal due date. In our specific case, it's 15 days within the 29.

Any other questions?

(Operator Instructions)

Marquis has had an excellent year too, Virland. Company invested about $8 million in new equipment, new [mag] extruder machine, 15 new twisters. Those have all been installed. The twisters are operational. The extruder will be operational in the next coming weeks. So we are very confident that this will push Marquis even to a new level and increase its capacity. It can take on more, I think, close to 15 million pounds at a time. This was work that was previously outsourced to competition. Now we brought it in-house. So it will reduce our cost of goods and should increase our bottom line as well. Let's take a question from [Jacob] from Wells Fargo.

A question for you on the year-end revenues coming in at $152 million or so. Looks to me kind of right on par with Q3 revenues. Is that something that you expect -- are you not paying -- too much concerned with one quarter the next revenues. How you kind of see that falling in line relative to the previous quarters in the fiscal year?

We feel that it was pretty much in line, with the exception of an uptick from Marquis. Vintage's quarter was -- is -- typically that's their seasonably lower quarter of the year, but Marquis came in within a very strong quarter. So we're very pleased with the results in our fourth quarter. Nick? [Nick Reid]?

I appreciate you doing this. This is actually one of my first earnings calls, so I'm still new to everything. But I didn't catch the -- what the revenue was for the -- not the Marquis, not the Vintage, the Live.

Well, Live is made up of 3 segments, and we have a retail online segment, we have a Manufacturing Segment and we have a Services Segment. The total of those segments add up to over $152 million for the year. Our Services Segment is the smallest. It's under $1 million in annual revenue. And the other 2 segments are pretty well split in terms of revenue evenly.

Okay. And you said that Vintage one is relatively new. So did you touch base on what the percentage revenue was for that? I didn't catch that.

It's approximately a little less than half of our revenue. We acquired Vintage in November 3 of 2016. So we only have right at about 11 months' worth of operations for them in this fiscal year.

We've owned Vintage for less than a year, so you will have less than a year's worth of performance. I think we closed on November. So we're about 6 weeks or so shy of full year ownership. But this is the first time that Vintage stock gets consolidated in our 10-K, which is actually the primary reason for the delaying our 10-K. [William] from Merrill Lynch.

Just a couple of questions. I didn't know the lawsuit was settled, which is terrific. I thought it was going to happen, but there's not been a lot of news coming out on the company for the last quarter. I was wondering if that had anything to do with the lawsuit being this quiet. And the second thing is I know you purchased shares and repurchased at low prices. Is there a current authorized purchase still in place, if shares remain low, to take advantage of the lower price?

It's still in place. We have up to $10 million authorized. So there's still quite a bit available to us. That's number one. Number two, no, we have not been quite because of any lawsuits. We've tried to, of course, update the public and make the public aware of any news that we think would be worthy or material for you. One thing that I would like to mention to you and everybody else on the call is I invite you to like our page on Facebook, because a lot of times, we have news that may be not really worthy of "a press release", but we do post a lot of content on Facebook. We have a small PR department that was part of our initiative as it relates to keeping shareholders up to date. So we have videos and interviews, all sorts of things on the Facebook page. So please facebook.com/liveventuresinc, all one word. Please like us there and leave comments, and we're very communicative there.

Okay. Well, keep doing what your doing, stock is undervalued, and eventually, the market has got to recognize you.

Thank you very much for your support. [Scott Lender]

See, I've been a fairly long time investor, kind of rode the stock up and down and up and down. And the original concept of the daily deals thing, it seems to have kind of faded away and you've changed your direction in how to build the company. And I was wondering if that would be continuing. And also, why have you decided to go a different direction in acquisitions instead of building the original business model?

We focused -- we changed the company name back in 2015, and we went straight to the holding company model. We like that model a lot better. We think it will bring more long-term value for shareholders. I understand the valuation may be a little bit different if we were a technology company. But we really believe in building our balance sheet and improving and strengthening our profit and loss statements. And we really like the model that we're in now, and I don't think we will deviate from it. We're always on the lookout for new acquisitions. We're looking at many right now, a few, I should say, maybe, all of which could be good candidates, all of which would increase and improve our numbers even more. So the daily deal was we dabbled with it. Way -- back when, we still have it on, but we don't dedicate too much -- too many resources to it.

And can I have a follow-up question too? Okay. So the bundling of companies acquisition-wise, like these 2 ones that have done very well over the last year. They're quite different markets. And so -- is that -- I think you mentioned that you're kind of going for, I thought you said, similar markets. But these seem so diverse, one is retail and one is manufacturing. So is your proposition, like if you can find a business that is either undervalued but in a growing business, like what's your philosophy on that?

We're looking for companies that -- there's a few things that we look for any companies. Number one is a good management team. We've been extremely fortunate with Mr. Tim Bailey and Mr. Rodney Spriggs at the helm of both of our subsidiaries. But management team is key, number one. Number two, the company must have a history of pretty strong financials. We're not investing into startups or companies that have a big dream. We're really looking -- focusing on the last several years of financials prior to our ownership. And if we -- we're looking for something that's stable, something that's been consistent. And we're avoiding companies that have too much volatility or too much concentration in one industry or another. So anything really that makes sense. On our website, we have a form. If you've got something that you think would work for us, somebody can fill out the form, and we'll be in contact with whoever filled out the form very quickly. We're looking usually for much larger deals. We're looking at probably companies that have no less than $10 million of annual pretax profits. So if you know of any, please be in contact with us.

(Operator Instructions)

So we're talking about Marquis, $8 million invested in new equipment, the extruder machine, 15 new twisters. The twisters are already operational. I think we've seen some of those effects in the last couple of quarters. The new extruder machine, I know, was a pretty big undertaking for Tim and his team. Those are already installed, but we'll start seeing the effects of those, I think, in the next quarter or 2. We're looking at a potential -- potentially a bolt-on acquisition potentially. No promises, but a few candidates that are possibly good for us. We've a question from [Larry] from Merrill Lynch.

First off on Marquis. You talk about this new expansion. Can you elaborate a little bit on how much additional volume that can bring to the company? And also on Vintage Stock, you said you opened 9 stores this year. What are the so-called expansion plans for Vintage going forward, stores next year and following years? Are there states that may be going into? And if you can also talk about possibly same-store sales?

Sure. Why don't we start with the Vintage question. Maybe I'll turn the mic over to Rodney. Rodney, maybe you can answer this question and maybe even elaborate on what we discussed earlier about how you're doing -- how good you're doing this month? Go ahead.

Okay. I appreciate that question. Somebody had asked earlier how our December is going. And we've got some really good strong numbers out of those former Hastings stores that we acquired out of the bankruptcy court. There were 7 stores acquired last year. And through the December 1 through 24 period, those stores, even though it was a soft opening, we're comparing against last year, because we rushed to get them open for the Christmas season, they're actually up 60% year-over-year in sales. Overall, the company in that same time period with all stores combined is up 6%. We still have another week in December. This last week is very strong. Our biggest time of year is December. It's the strongest month. Our second largest month is February. And so the January, February, March time frame, because of tax return money and cold weather, people staying indoors is a very strong profitable time of the year for our company. We opened those 7 stores all at once. There was actually a Vintage Stock brand store that opened in December last year and another large footprint, 25,000-square-foot EntertainMart store, those are former Hastings, that opened in St. Joe, Missouri in May of this past year. Going forward, we're looking to open basically 2 to 4 new locations in fiscal 2018, probably one per quarter. And one of the things that we've been working on that Jon had mentioned earlier, and Virland, was the refinance of economy(inaudible). They've been putting a lot of effort and energy to make sure that we get that done to increase shareholder value, because our cost of the financing dropped fairly significantly, which is a good thing. We are also expecting the box office, which has been one of the drags a little bit this year, where you've had some off months, will be positive one month and will be off a little bit. The box office was much weaker this year. There were only 7 $300 million titles versus 9 in 2016. We expect more blockbuster titles in 2018 with Avengers, Jurassic World leading the way. There's more comic-based titles like (inaudible), Black Panther, another X-Men movie, some things likes that will drive store traffic. And since we're a one-stop shop for the toys, comics, music, soundtracks, games and movies, these titles will drive sales in all the categories we carry. So we do expect a good strong 2018. The video game turn is happening. We expected that with Nintendo Switch coming out in March of this year. That system got us back to where we have 3 video game systems that we are selling video games for instead of going from 4 to 2, and the previous generation was discontinued in 2016. So we're seeing large increases in the double digits on new video game sales and hardware. And in our market, you've got to remember that sales will lag on the used side until you get the large installed base of the hardware. Sony and Microsoft had large back-end rebates this year, which drove their systems down below $200, which had a large sales volume for them, putting their systems into homes and household penetration. Those type of things will eventually -- we've had a little bit margin contraction, because we're selling more new. But over 2018 and 2019, we expect margins to start increasing as more titles are available for customers who trade into us and to sell to us, which again, our margins on the used product is significantly higher than it is on the new. So we do continue to see increased growth in same-store sales moving into 2018, especially late '18 and '19. I hope that answers your question. There was a lot of information there, but that's what's going on.

Any new states that you're going to go into?

We actually -- because of that Hastings acquisition ended dropping into Utah, Idaho, New Mexico, we were already in Texas. But in theory, we would expand out from around those stores. So we have a lot of different sites that we're currently evaluating. And with that spread and we can service those stores, we really are just looking for the best deals that makes the most sense where we can get a good lease with the landlord. And so we kind of weigh those. We also want to grow out from where we're already at. So I would expect not necessarily new states, but the stores are probably located near to some of those locations we already at.

What would you guesstimate your online sales are?

Online sales currently are minimal, which we have done that for a reason. We have kind of a closed loop system. We want customers to buy from us. We turn around and sell it back to them. They turn around and trade and sell it to us. Now on the flip side, we are ramping up our website sales, and we're redesigning the website to be a little bit more mobile friendly. We know that 80% of our sales off of our website is mobile. But the overall sales are basically less than 1%, but that is also a revenue growth and a new revenue stream that we can take advantage of going forward that we, by choice, have not invested in to actually bring that up. But with Live coming on and being owner of the company now and having people in-house who deal with that kind of stuff because of some of their previous companies, we have actually been able to take advantage to redesign our website, and we're getting ready to launch that. So there should be increased sales of online in the future.

Okay. Great. And new equipment that you'll be able to bring on next year or following years?

Yes, I'll address the Marquis questions. Marquis, we've invested very heavily in Marquis in terms of our replacement equipment and new equipment in both the extrusion and the twisting applications. As Jon indicated earlier, to limit and/or reduce our third-party subcontracting expense and increase margin, but also to expand capacity. And talking with Tim Bailey today, the capacity is expected to be at least 25% more than it presently is, with which to be able to service customers. We also should see margin improvement in terms of the decrease in cost of goods sold relative to our in-sourcing of our twisting and extrusion capability. So we continue to see positive things coming out of Marquis. The other real growth area in Marquis is the sale of flooring and the expansion of our distribution business. You do not manufacture those products, but the products are very profitable and the sales have been increasing steadily on a quarterly basis. So we expect that to continue. There are numerous areas at the Marquis level that would allow us to spend some money on, some growth CapEx. And this is what we've been doing since our acquisition. We acquired the company in the summer of 2015, and we've since invested millions and millions of dollars into growth CapEx. So we've seen some of those yield some very good results in this fiscal year that just ended. And we think that additional investments on the new extruder machines will show some more results, better results even in the fiscal year of 2018.

This is long-term CapEx.

Yes, I mean, those are very -- the ROIs on those are very, very favorable. We have the backing of Bank of America that's helping us finance a lot of this equipment at a very, very low cost, I think, somewhere in north -- south of 3%, 4% or somewhere in there. So we're very, very pleased with both companies and also their future outlook. We're very excited for 2018, especially with what's going on now with Vintage. Any more questions, Larry, before we move on?

[Jacob] from Wells Fargo Advisors.

A question on your conversation on the Vintage Stock acquisition. Just curious to know how you as a team assess kind of in the era of the Amazon age and more and more retail it seems is simulating into online sales. How you assess that the implications of that to the Vintage Stock business model and kind of what you -- just how you assess where retail sales are right now and kind of the implications of just the era that we're in with increased mobile sales and the emergence of Amazon?

Rodney gets to ask that question almost on a daily basis. Maybe, I'll have him answer. I have -- my opinion of it. Maybe -- Rodney, why we don't we get something from you on that, please?

Well, I will say that don't get caught too much in the headlines. There is people that are trying to push certain things, product lines, sites, things like that. Amazon has been around for a long time. So it's not a new competitor to us by any means. Netflix has been around a long time, Redbox. You go through the list. So we compete well with all of them. Somebody comes in our store, the great thing is that we are instant gratification and shoppers in general are instant gratification. That's what people want to do. It's almost a sport to go shopping and people enjoy it. So it's never going to be completely online. And in fact, if you read the headlines, you would believe that online shopping accounts for probably half of all shopping. When in fact, it's less than 15% of all shopping. So the big retail chains that your seeing in trouble are mainly clothing, and you're also seeing the big boxes that really haven't changed in 15 or 20 years. They're doing the exact same thing they did at that time. We've changed product lines and things that we do. We've been in the business almost 40 years. We are profitable. We continue to be profitable. We make usually more money every year. For dem, it's very little. But then we pop back the next year. So we definitely change more with the times. That's one reason that we're actually going to open up that revenue stream on online, because we are the biggest buyer of products in any market we're in. We will outbuy a gamestop. We will outbuy FYE, any of those sites that are buying product in, we are the biggest buyer in the market and we buy more than we sell every day. That's why we have another revenue stream that is selling product off to rack jobbers. That supply product to truck and travel and grocery stores and things like that. And we continue to see that business growing for us, and they're adding customers. So we expect that more product is actually going to be shifted out to supply those avenues. And if you look at some of the things that happened with Sony on PSP go, it was a completely downloadable, handheld video game system. It was the biggest flop in video game history. And Microsoft came out and said, hey, our Xbox One is going to be on all the time. And if you buy a game, it's going to be attached to that system. And you can't take that game or resell or do anything. And the people went nuts, they had to change everything they were doing to release that system and they were delayed. And honestly, that's why they're behind PS4 and Sony right. Sony kind of learned their lesson and they weren't going to go down that path. And Sony is outselling Microsoft and Xbox over 2:1. And they've -- Microsoft has not recovered. And they had the biggest online community for video games that was out there. Movies, it moves around. But again, as those companies have to pay for their content and the movie industry has always been very good about guarding their revenue streams, they -- as they start to have to pay for it has caused some issues. Netflix, as you know, creating their own content, which is massively expensive and not sure when they're going to make money. But they'll keep doing that, but they can't afford to go out and buy all the movies. So what content they do have changes from time-to-time, because they can only afford to have it for a certain period of time. So again, it's just a different sort of competition. We're not unaware of it. We adjust to all those things that happen in the market. But to believe that retail shopping is going to die in the way that they're talking about it is so far from the truth. But again, headlines, the way you read them, everything sensationalized. And we're going to continue to do what we're doing. We'll take advantage of some of those other things. Like Amazon, we ship directly to people's house too. So if somebody comes in, we -- there's that rare occurrence that we do not have it in our stores, which is almost never the occurrence, then we find it in one of our other stores or one of our suppliers and we ship it directly to their home for free. So we know how to compete against these big players.

Let's go to [John Slim].

Yes, I have another question for Mr. Johnson. Is he available?

Yes.

Okay. With this new tax reform bill, what kind of impact do you expect that to have on Live Corporation?

That's a good question. I haven't studied it much I've been too busy with the case. The -- as I understand it, there will be possibly some reductions in corporate income taxes. I think that will be bullish for Live going forward, for sure. Historically, don't necessarily know, but I think going forward, any change in go-forward taxes and tax rates will be bullish for the company, because we're at the maximum rate right now in terms of paying income tax. All of our income is domestic. So given this is a domestic change, it's going to be bullish for us.

[John Causmer]?

My question was actually asked by the predecessor caller on the taxes. So I won't go down that road again. But just want to congratulate you guys again, having been with you, Jon, and Tony over the years since you began this. It's been -- it hasn't always been easy. Sounds easy now, but I appreciate what you've done.

Thank you very much, [John], for your support. Anyone else have any questions? I guess, we'll be meeting again for the 10-Q, which is expected soon around mid-February usually.

Mid-February, yes.

We'll have another call. Should we wait a minute here until we...

(Operator Instructions)

Thank you very much.

Thank you. We appreciate everyone's following of the company and investment in the company. We will be talking again very shortly, as Jon said, mid-February for our Q1 call and talk with you then. Thank you.

Thank you.

This does conclude today's program. You may disconnect your line at any time, and have a wonderful day.