UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
_________________________
(Mark One)
For the quarterly period ended
For the transition period from _____________ to _______________
Commission File Number
Live Ventures Incorporated
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
(
(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 |
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| The |
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.
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).
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 | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
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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
The number of shares of the issuer’s common stock, par value $0.001 per share, outstanding as of May 8, 2026 was
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026
TABLE OF CONTENTS
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PART I |
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Item 1. |
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Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and September 30, 2025 |
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Notes to the Condensed Consolidated Financial Statements (Unaudited) |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per-share amounts)
| | March 31, 2026 | | | September 30, 2025 | | ||
| | (Unaudited) | | | | | | |
Assets | | | | | | | | |
Cash | | $ | | | $ | | ||
Trade receivables, net of allowance for doubtful accounts of $ million at March 31, 2026 and $ million at September 30, 2025 | | | | | | | ||
Inventories, net | | | | | | | ||
Income taxes receivable | | | | | | | ||
Prepaid expenses and other current assets | | | | | | | ||
Total current assets | | | | | | | ||
Property and equipment, net | | | | | | | ||
Right of use asset - operating leases | | | | | | | ||
Deposits and other assets | | | | | | | ||
Intangible assets, net | | | | | | | ||
Goodwill | | | | | | | ||
Total assets | | $ | | | $ | | ||
Liabilities and Stockholders' Equity | | | | | | | | |
Liabilities: | | | | | | | | |
Accounts payable | | $ | | | $ | | ||
Accrued liabilities | | | | | | | ||
Income taxes payable | | | | | | | ||
Current portion of lease obligations - operating leases | | | | | | | ||
Current portion of lease obligations - finance leases | | | | | | | ||
Current portion of long-term debt | | | | | | | ||
Current portion of notes payable - related parties | | | | | | | ||
Current portion of seller notes - related parties | | | | | | | ||
Total current liabilities | | | | | | | ||
Long-term debt, net of current portion | | | | | | | ||
Lease obligation long term - operating leases | | | | | | | ||
Lease obligation long term - finance leases | | | | | | | ||
Notes payable - related parties, net of current portion | | | | | | | ||
Seller notes - related parties | | | | | | | ||
Deferred tax liability | | | | | | | ||
Other non-current obligations | | | | | | | ||
Total liabilities | | | | | | | ||
Commitments and contingencies | | | | | | | | |
Stockholders' equity: | | | | | | | | |
Series E convertible preferred stock, $ par value, shares authorized, shares issued and outstanding at March 31, 2026 and September 30, 2025, with a liquidation preference of $ per share outstanding | | | | | | | ||
Common stock, $ par value, shares authorized, shares issued and outstanding at March 31, 2026 and September 30, 2025 | | | | | | | ||
Paid in capital | | | | | | | ||
Treasury stock common shares as of March 31, 2026 and September 30, 2025 | | | ( | ) | | | ( | ) |
Treasury stock Series E preferred shares as of March 31, 2026 and September 30, 2025 | | | ( | ) | | | ( | ) |
Retained earnings | | | | | | | ||
Total stockholders' equity | | | | | | | ||
Total liabilities and stockholders' equity | | $ | | | $ | | ||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(dollars in thousands, except per-share amounts)
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For the Three Months Ended March 31, |
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For the Six Months Ended March 31, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
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$ |
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$ |
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Cost of revenues |
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Gross profit |
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Operating expenses: |
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General and administrative expenses |
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Sales and marketing expenses |
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Impairment expense |
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Total operating expenses |
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Operating income (loss) |
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Other income (expense): |
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Interest expense, net |
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Gain on extinguishment of debt |
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Gain on settlement of earnout liability |
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Employee Retention Credit |
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Gain on modification of seller note |
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Other (expense) income |
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Total other (expense) income, net |
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Income (loss) before provision for income taxes |
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Provision for (benefit from) income taxes |
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Net income (loss) |
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$ |
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$ |
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$ |
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Income (loss) per share: |
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Basic |
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$ |
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$ |
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$ |
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Diluted |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
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For the Six Months Ended March 31, |
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2026 |
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2025 |
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Operating Activities: |
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Net income (loss) |
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$ |
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$ |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of acquisition: |
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Depreciation and amortization |
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Gain on extinguishment of debt |
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Amortization of seller note discount |
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Loss on disposal of fixed assets |
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Gain on settlement of earnout liability |
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Gain on modification of debt |
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Amortization of debt issuance cost |
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Stock based compensation expense |
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Impairment of goodwill |
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Noncash interest expense |
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Amortization of right-of-use assets |
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Change in deferred income taxes |
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Change in reserve for uncollectible accounts |
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Change in reserve for obsolete inventory |
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Changes in assets and liabilities, net of acquisitions: |
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Trade receivables |
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Inventories |
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Income taxes receivable |
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Prepaid expenses and other current assets |
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Deposits and other assets |
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Accounts payable |
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Accrued liabilities |
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Income taxes payable |
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Other noncurrent obligations |
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Net cash provided by operating activities |
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Investing Activities: |
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Purchase of property and equipment |
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Net cash used in investing activities |
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Financing Activities: |
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Net borrowings (payments) under revolver loans |
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Net borrowings under related party revolver loans |
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Proceeds from issuance of notes payable |
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Payments on notes payable |
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Proceeds from issuance of related party notes payable |
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Payments on related party notes payable |
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Payments on related party seller notes payable |
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Cash paid for debt issuance costs |
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Purchase of common treasury stock |
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Payments on financing leases |
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Cash paid for settlement of seller notes |
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Net cash provided by (used in) financing activities |
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Change in cash |
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Cash, beginning of period |
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Cash, end of period |
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$ |
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$ |
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Supplemental cash flow disclosures: |
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Interest paid |
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$ |
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$ |
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Income taxes paid, net |
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$ |
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$ |
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Noncash financing and investing activities: |
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Noncash debt acquisition costs for Flooring Liquidators debt refinancing |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(dollars in thousands)
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Series E Preferred Stock |
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Common Stock |
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Series E Preferred Stock |
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Common Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Paid-In Capital |
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Treasury Stock |
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Treasury Stock |
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Retained Earnings |
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Total Equity |
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Balance, September 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock based compensation |
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— |
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— |
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Net loss |
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— |
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— |
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Balance, December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock based compensation |
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— |
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— |
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Net loss |
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— |
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— |
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( |
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Balance, March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Series E Preferred Stock |
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Common Stock |
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Series E Preferred Stock |
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Common Stock |
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Shares |
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Amount |
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Shares |
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Amount |
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Paid-In Capital |
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Treasury Stock |
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Treasury Stock |
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Retained Earnings |
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Total Equity |
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Balance, September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Stock based compensation |
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— |
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— |
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Purchase of common treasury stock |
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— |
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( |
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( |
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Net income |
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— |
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— |
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Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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Purchase of common treasury stock |
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— |
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( |
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( |
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( |
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Stock based compensation |
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— |
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— |
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Net income |
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— |
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— |
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Balance, March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026 AND 2025
(dollars in thousands, except per-share amounts)
Note 1: Background and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, “Live Ventures” or the “Company”). Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. The Company has operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail-Entertainment segment includes Vintage Stock, Inc. (“Vintage Stock”), which is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems, and components. The Retail-Flooring segment includes Flooring Liquidators, Inc. (“Flooring Liquidators”), which is engaged in the retail sale and installation of floors, carpets, and countertops. The Flooring Manufacturing segment includes Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floor coverings. The Steel Manufacturing Segment includes Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods, The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries, Precision Metal Works, Inc. (“PMW”), which is engaged in metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices, and Central Steel Fabricators, LLC ("Central Steel"), a Chicago-based manufacturer of specialized fabricated metal products primarily for data centers and the communications industry. PMW reports on a 13-week quarter, as opposed to the Company's calendar quarter reporting. However, the Company has determined that the difference in reporting periods has no material effect on its reported financial results.
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 the three and six months ended March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026. The financial information included in these statements should be read in conjunction with the consolidated financial statements and related notes thereto as of September 30, 2025 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025 (the “2025 Form 10-K”).
Note 2: Summary of Significant Accounting Policies
Principles of Consolidation
The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s 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 condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and those differences could be material.
7
Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for excess and obsolete inventory, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets.
Revenue Recognition
General
The Company accounts for its sales revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Topic 606 provides a five-step revenue recognition model that is applied to the Company’s customer contracts. Under this model we (i) identify the contract with the customer, (ii) identify our performance obligations in the contract, (iii) determine the transaction price for the contract, (iv) allocate the transaction price to our performance obligations, and (v) recognize revenue when or as we satisfy our performance obligations.
Revenue is recognized upon transfer of control of the promised goods or the performance of the services to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company enters into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations.
Retail - Entertainment Segment
The Retail-Entertainment Segment derives revenue primarily from direct sales of entertainment products. Sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Revenue is recorded net of sales taxes collected from customers. The Company recognizes the portion of the dollar value of prepaid stored-value products that ultimately is unredeemed (“breakage”) in accordance with ASC 606-10-32-11 through 32-13 Measurement-Constraining Estimates of Variable Consideration.
Retail - Flooring Segment
The Retail-Flooring Segment derives revenue primarily from the sale of flooring products and installation services, which are recognized at the point-of-sale and over time, respectively. Retail sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Installation services generally contain multiple performance obligations requiring revenue to be recognized over a period of time based on percentage of completion. For sales that include installation, revenue is recognized upon completion of the installation of the material in accordance with the contract, as this method is the best depiction of when the transfer of goods or services takes place. All direct costs are either paid and/or accrued for in the period in which the sale is recorded. Revenue is recorded net of sales taxes collected from customers.
Flooring and Steel Manufacturing Segments
The Flooring Manufacturing Segment derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segment generates revenue, including shipping and handling, from four primary sources: the manufacture and sale of De‑Carb Free Tool and Alloy Steel in the form of Plate, Precision Ground Flat Stock, and Drill Rod; the manufacture and sale of Industrial Knives used in the Tissue and Steel Processing industries; the stamping of Appliance and Automotive Parts; and the production and sale of Cable Racking and Fixtures for Data and Communication Centers. Revenue for these segments generally contains a single performance obligation and is recognized at the point title passes to the customer. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenue is recorded net of taxes collected from customers. All direct costs are either paid and/or accrued for in the period in which the sale is recorded.
8
Spare Parts
For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives the product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company has no additional performance obligations other than spare parts sales that are material in the context of the contract. The amount of consideration received and revenue recognized varies due to sales incentives and returns offered to customers. When customers retain the right to return eligible products, the Company reduces revenue for the estimate of the expected returns, which is primarily based on an analysis of historical experience.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023‑09”). ASU 2023‑09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. The amendments affect disclosure requirements only and are not expected to have an impact on the Company’s consolidated financial position, results of operations, or cash flows. ASU 2023‑09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”) which requires entities to (i) disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, (ii) include certain amounts that are already required to be disclosed under GAAP in the same disclosures as other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expense. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating ASU 2024-03 to determine the impact it may have on its consolidated financial statements.
Note 3: Inventory
The following table details the Company's inventory as of March 31, 2026 and September 30, 2025 (in $000's):
Inventory, net |
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March 31, 2026 |
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September 30, 2025 |
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Raw materials |
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$ |
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$ |
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Work in progress |
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Finished goods |
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Merchandise |
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Less: Inventory reserves |
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Total inventory, net |
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$ |
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$ |
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Note 4: Property and Equipment
The following table details the Company's property and equipment as of March 31, 2026 and September 30, 2025 (in $000's):
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March 31, 2026 |
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September 30, 2025 |
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Property and equipment, net: |
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Land |
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$ |
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$ |
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Building and improvements |
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Transportation equipment |
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Machinery and equipment |
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Furnishings and fixtures |
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Office, computer equipment and other |
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Less: Accumulated depreciation |
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Total property and equipment, net |
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$ |
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$ |
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Depreciation expense was $
Note 5: Leases
The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum rent and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.
The following table details the Company's right of use assets and lease liabilities as of March 31, 2026 and September 30, 2025 (in $000's):
| | March 31, 2026 | | | September 30, 2025 | | ||
Right of use asset - operating leases | | $ | | | $ | | ||
Lease liabilities: | | | | | | | | |
Current - operating | | | | | | | ||
Current - finance | | | | | | | ||
Long term - operating | | | | | | | ||
Long term - finance | | | | | | | ||
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As of March 31, 2026, the weighted average remaining lease term for operating leases is
Total present value of future lease payments of operating leases as of March 31, 2026 (in $000's):
Twelve months ended March 31, | | | | |
2027 | | $ | | |
2028 | | | | |
2029 | | | | |
2030 | | | | |
2031 | | | | |
Thereafter | | | | |
Total | | | | |
Less implied interest | | | ( | ) |
Present value of payments | | $ | |
As of March 31, 2026, the weighted average remaining lease term for finance leases is
The Company records finance lease right-of-use assets as property and equipment. The balance, as of March 31, 2026 and September 30, 2025 was as follows (in $000’s):
| | March 31, 2026 | | | September 30, 2025 | | ||
Property and equipment, at cost | | $ | | | $ | | ||
Accumulated depreciation | |
| ( | ) | |
| ( | ) |
Property and equipment, net | | $ | | | $ | | ||
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Total present value of future lease payments of finance leases as of March 31, 2026 (in $000's):
Twelve months ended March 31, | | | | |
2027 | | $ | | |
2028 | | | | |
2029 | | | | |
2030 | | | | |
2031 | | | | |
Thereafter | | | | |
Total | | | | |
Less implied interest | | | ( | ) |
Present value of payments | | $ | |
Note 6: Intangibles
The following table details the Company's intangibles as of March 31, 2026 and September 30, 2025 (in $000's):
| | March 31, 2026 | | | September 30, 2025 | | ||
Intangible assets, net: | | | | | | | | |
Intangible assets - Tradenames | | $ | | | $ | | ||
Intangible assets - Customer relationships | | | | | | | ||
Intangible assets - Other | | | | | | | ||
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Less: Accumulated amortization | | | ( | ) | | | ( | ) |
Total intangibles, net | | $ | | | $ | | ||
Amortization expense was $
The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s):
Twelve months ending March 31, | | | | |
2027 | | $ | | |
2028 | | | | |
2029 | | | | |
2030 | | | | |
2031 | | | | |
| | $ | |
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Note 7: Goodwill
The following table details the Company's goodwill as of September 30, 2025 and March 31, 2026 (in $000's):
| | Retail - Entertainment | | | Retail - Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total | | |||||
September 30, 2025 | | $ | | | $ | | | $ | | | $ | | | $ | | |||||
Goodwill impairment | | | | | | | | | | | | ( | ) | | | ( | ) | |||
March 31, 2026 | | $ | | | $ | | | $ | | | $ | | | $ | | |||||
PMW Impairment
The Company tests goodwill for impairment annually as of July 1 and evaluates goodwill for potential impairment indicators on an ongoing basis. During the three months ended March 31, 2026, the Company identified indicators of impairment for PMW, primarily due to sustained operating losses and revenue and gross margin performance below internal projections. Accordingly, the Company performed an interim quantitative goodwill impairment test and determined that the carrying amount of PMW’s goodwill exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $
The quantitative impairment assessment utilized an income approach, based on a discounted cash flow methodology, and a market approach. Significant assumptions included projected revenue growth rates, EBITDA margins, discount rates, and market multiples, which were based on historical results, management‑approved operating plans, and market participant assumptions. Discount rates reflected a weighted average cost of capital adjusted for reporting unit‑specific risks.
The Company also reviews long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying value of an asset group to future undiscounted net cash flows expected to be generated by the asset group. The undiscounted cash flows for PMW’s long-lived asset group were above the carrying value and the Company determined that the long-lived asset group was recoverable, and, as such,
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Note 8: Accrued Liabilities
The following table details the Company's accrued liabilities as of March 31, 2026 and September 30, 2025 (in $000's):
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Accrued liabilities: |
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Accrued payroll and bonuses |
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$ |
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$ |
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Accrued sales and use taxes |
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Accrued rent |
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Accrued overdrafts |
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Accrued customer deposits |
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Accrued gift card and escheatment liability |
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Accrued interest payable |
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Accrued inventory |
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Accrued professional fees |
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Accrued expenses - other |
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Total accrued liabilities |
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$ |
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$ |
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Note 9: Long-Term Debt
Long-term debt as of March 31, 2026 and September 30, 2025 consisted of the following (in $000’s):
| | March 31, 2026 | | | September 30, 2025 | | ||
Revolver loans | | $ | | | $ | | ||
Equipment loans | | | | | | | ||
Term loans | | | | | | | ||
Other notes payable | | | | | | | ||
Total notes payable | | | | | | | ||
Less: unamortized debt issuance costs | | | ( | ) | | | ( | ) |
Net amount | | | | | | | ||
Less: current portion | | | ( | ) | | | ( | ) |
Total long-term debt | | $ | | | $ | | ||
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Future maturities of long-term debt at March 31, 2026, are as follows (which does not include related party debt, which is separately stated) (in $000’s):
Twelve months ending March 31, | | | | |
2027 | | $ | | |
2028 | | | | |
2029 | | | | |
2030 | | | | |
2031 | | | | |
Thereafter | | | | |
Total future maturities of long-term debt | | $ | |
Bank of America Revolver Loan
On July 25, 2025, Marquis entered into an amended $
Legacy Corporate Lending (Precision Marshall)
On December 30, 2025, Precision Marshall, Kinetic, and Central Steel refinanced their Fifth Third Bank loans (see below) with a new credit facility with Legacy Corporate Lending. The refinanced facility totals $
Loan with Fifth Third Bank (Precision Marshall)
Prior to its refinancing on December 30, 2025 (see above), Precision Marshall maintained a credit facility with Fifth Third Bank. As of March 31, 2026, all borrowings under the facility had been fully repaid in connection with the refinancing, and Precision Marshall wrote off approximately $
Eclipse Business Capital Loans
On January 8, 2026, Flooring Liquidators amended its credit facility with Eclipse Business Capital, LLC (“Eclipse”), extending the maturity date of the credit facility to February 18, On February 18, 2026, Flooring Liquidators entered into the Fifth Amendment to the Loan and Security Agreement, further extending the maturity date of the credit facility to May 18, 2029 and reducing the Maximum Revolving Facility Amount from $
15
As of March 31, 2026 and September 30, 2025, the outstanding balance on the Eclipse Revolver was approximately $
Loan with Fifth Third Bank (PMW)
In connection with the acquisition of PMW, on July 20, 2023, PMW entered into a revolving credit facility (the “Revolving Credit Facility”) with Fifth Third Bank. The facility consists of $
During the three months ended March 31, 2026, the Company determined that PMW was in default of the Fixed Charge Coverage Ratio (“FCCR”) covenant under the credit agreement governing its Revolving Credit Facility. As a result of this default, the lender has the right to accelerate the obligations and declare all amounts outstanding under the Revolving Credit Facility and Fifth Third M&E Loan immediately due and payable. On March 24, 2026, PMW entered into a Forbearance Agreement and Fifth Amendment to its Revolving Credit Facility with Fifth Third Bank. Under the agreement, Fifth Third Bank agreed to abstain from exercising its rights and remedies with respect to certain existing events of default through June 15, 2026. The forbearance is subject to customary conditions, including, among other things, the requirement that PMW (i) deliver an executed commitment letter for a replacement credit facility sufficient to refinance the outstanding obligations in full by March 31, 2026, and PMW has executed and delivered the required commitment letter, and (ii) provide evidence of a fully committed refinancing by May 31, 2026, and with closing to occur no later than June 15, 2026. As of March 31, 2026, all of PMW’s outstanding long‑term debt obligations, totaling approximately $
Bank Midwest Revolver Loan
On October 17, 2025, Vintage entered into an amended $
Note payable to JCM Holdings
During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $
16
Note Payable to Store Capital Acquisitions, LLC
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 $
Equipment Loans
On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of March 31, 2026:
Note #7 is for $
Note #8 is for approximately $
In December 2021, Marquis funded the acquisition of $
In December 2022, Marquis funded the acquisition of $
Loan Covenant Compliance
As of March 31, 2026, the Company was in compliance with all financial and non‑financial covenants under its revolving credit and other loan agreements, except for PMW, which is in default under its Revolving Credit Facility and Fifth Third M&E Loan with Fifth Third Bank, as discussed above.
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Note 10: Notes Payable - Related Parties
Long-term notes payable to related parties (see Note 15) as of March 31, 2026 and September 30, 2025 consisted of the following (in $000's):
| | March 31, 2026 | | | September 30, 2025 | | ||
Isaac Capital Group, LLC (Revolver), % interest rate, matures April 2030 | | $ | | | $ | | ||
Spriggs Investments, LLC (Flooring Liquidators), % interest rate, matures July 2026 | | | | | | | ||
Isaac Capital Group, LLC (PMW), % interest rate, matures December 2029 | | | | | | | ||
Isaac Capital Group, LLC (Flooring Liquidators), % interest rate, matures August 2029 | | | | | | | ||
Total notes payable - related parties | | | | | | | ||
Less: unamortized debt issuance costs | | | ( | ) | | | ( | ) |
Net amount | | | | | | | ||
Less: current portion | | | ( | ) | | | ( | ) |
Total long-term portion, notes payable - related parties | | $ | | | $ | | ||
Future maturities of notes payable - related parties at March 31, 2026 are as follows (in $000’s):
Twelve months ending March 31, | | | | |
2027 | | $ | | |
2028 | | | | |
2029 | | | | |
2030 | | | | |
Total future maturities of notes payable - related parties | | $ | |
Note 11: Related Party Seller Notes
Seller notes as of March 31, 2026 and September 30, 2025 consisted of the following (in $000’s):
| | March 31, | | | September 30, | | ||
Related Party Seller Notes | | | | | | | | |
Seller of Kinetic, % interest rate, matures September 2027 | | $ | | | $ | | ||
Seller of Central Steel, % interest rate, matures May 2029 | | | | | | | ||
Seller of Flooring Liquidators, % interest rate, matures February 2028 | | | | | | | ||
Total Related Party Seller Notes | | | | | | | ||
Unamortized debt discount | | | ( | ) | | | ( | ) |
Net amount | | | | | | | ||
Less current portion | | | ( | ) | | | ( | ) |
Long-term portion of seller notes - related parties | | $ | | | $ | | ||
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Future maturities of seller notes at March 31, 2026 are as follows (in $000’s):
Twelve months ending March 31, | | | | |
2027 | | $ | | |
2028 | |
| | |
2029 | | | | |
Total | | $ | |
Note Payable to the Sellers of Kinetic
In connection with the purchase of Kinetic, on June 28, 2022, Kinetic entered into an employment agreement with the previous owner of Kinetic to serve as its Head of Equipment Operations. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, Precision Marshall entered into a seller financed loan in the amount of $
Note Payable to the Seller of Flooring Liquidators
In connection with the purchase of Flooring Liquidators during January 2023, the Company entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, the Company entered into a seller financed mezzanine loan, which was fully guaranteed by the Company, in the amount of $
On February 25, 2025, Flooring Liquidators, Flooring Affiliated Holdings, and the Company entered into a binding Memorandum of Understanding (“MOU”) with the previous owner of Flooring Liquidators under which the principal amount of the Seller Note was reduced from $
Note Payable to the Seller of Central Steel
In connection with the purchase of Central Steel, on May 15, 2024, Precision Marshall entered into an employment agreement with the previous owner of Central Steel to serve as its President. The employment agreement is for an initial term of two years and shall be deemed to be automatically extended, upon the same terms and conditions, for a period of one year, unless either party provides written notice of its or his intention not to extend the term at least 90 days prior to the end of the initial term. Additionally, Precision Marshall entered into a seller financed loan in the amount of $
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Note 12: Stockholders’ Equity
Series E Convertible Preferred Stock
As of each of March 31, 2026 and September 30, 2025, there were
Treasury Stock
As of each of March 31, 2026 and September 30, 2025, the Company had
Note 13: Stock-Based Compensation
Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the 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
From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments. The value of each award is amortized on a straight-line basis over the requisite service period.
The Company recognized compensation expense of approximately $
As of March 31, 2026, the Company had approximately $
20
Note 14: Earnings Per Share
Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares 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 Unaudited Condensed Consolidated Balance Sheet. Diluted net income per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares 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 (in $000's):
| | Three Months Ended March 31, | | | Six Months Ended March 31, | | ||||||||||
| | 2026 | | | 2025 | | | 2026 | | | 2025 | | ||||
Basic | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | | ||
Weighted average common shares outstanding | | | | | | | | | | | | | ||||
Basic earnings (loss) per share | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | | ||
| | | | | | | | | | | | | | | | |
Diluted | | | | | | | | | | | | | | | | |
Net income (loss) applicable to common stock | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | | ||
Weighted average common shares outstanding | | | | | | | | | | | | | ||||
Add: Restricted Stock Units | | | | | | | | | | | | | ||||
Add: Series E Preferred Stock | | | | | | | | | | | | | ||||
Assumed weighted average common shares outstanding | | | | | | | | | | | | | ||||
Diluted earnings (loss) per share | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | | ||
Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding for the period. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of Common Stock outstanding and the effect of dilutive securities. No diluted EPS computation was made for the three and six months ended March 31, 2026, as the Company recorded a net loss. Had the Company calculated diluted EPS for the three and six months ended March 31, 2026, the total assumed weighted average common shares outstanding would have been
21
Note 15: Related Party Transactions
Transactions with Isaac Capital Group, LLC
Jon Isaac, the Company’s President and Chief Executive Officer, is the President and sole member of ICG and therefore has sole voting and dispositive power over the shares of the Company held by ICG. Jon Isaac, in his personal capacity, owns
ICG Revolving Promissory Note
On April 9, 2020, the Company, as borrower, entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $
On April 8, 2025, the Company entered into the Fourth Amendment to the ICG Revolver, which (i) extended the maturity date to April 8, (ii) increased the amount of available revolving credit under the facility to $
As of March 31, 2026, Jon Isaac, through ICG, had the contractual right to acquire up to
ICG Flooring Liquidators Note
On January 18, 2023, in connection with the acquisition of Flooring Liquidators, Flooring Affiliated Holdings, LLC, a wholly-owned subsidiary of the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $
On February 17, 2026, Flooring Affiliated Holdings, LLC entered into a First Amendment to the ICG Flooring Liquidators Loan. The amendment (i) capitalized all accrued and unpaid interest, including default‑rate interest, resulting in an acknowledged outstanding principal balance of approximately $
22
ICG PMW Note
On December 14, 2024, in connection with the Settlement Agreement of the PMW Seller Financed Loans, the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of approximately $
Transactions with Vintage Stock CEO
Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, a wholly owned subsidiary of the Company, is the sole member of Spriggs Investments, LLC (“Spriggs Investments”).
Spriggs Promissory Note II
On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $
Transactions with ALT5 Sigma Corporation, formerly JanOne Inc.
Tony Isaac, a member of the Company's board of directors, and father of the Company's Chief Executive Officer, Jon Isaac, is the Chief Executive Officer, President and a director of ALT5 Sigma Corporation (“ALT5”), formerly JanOne Inc.
Lease Agreement
ALT5 rents approximately
Transactions with Spyglass Estate Planning, LLC
Jon Isaac, the Company's President and Chief Executive Officer, is the sole member of Spyglass Estate Planning, LLC (“Spyglass”).
Building Leases
On July 1, 2022, in connection with its acquisition of certain assets and intellectual property of
Better Backers, Inc., Marquis entered into building leases with Spyglass. The building leases are for
Seller Notes
The Company routinely enters into related party seller notes in conjunction with its acquisitions. See Note 11 for the details related to existing seller notes.
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Note 16: Commitments and Contingencies
Litigation
SEC Investigation
On February 21, 2018, the Company received a subpoena from the SEC and a letter from the SEC stating that it was conducting an investigation. The subpoena requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors. On August 12, 2020, of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation. On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the SEC investigation. The Wells Notices related to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart, Inc. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff had made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018.
On August 2, 2021, the SEC filed a civil Complaint in the United States District Court for the District of Nevada naming the Company and of its executive officers – Jon Isaac, the Company’s current President and Chief Executive Officer, and Virland Johnson, the Company’s former Chief Financial Officer, as defendants (collectively, the “Company Defendants”) as well as certain other related third parties (the “SEC Complaint”). The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Exchange Act and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at www.sec.gov/litigation/litreleases/2021/lr25155.htm.
On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the SEC complaint. On September 7, 2022, the court denied the Company Defendants’ Motion to Dismiss, but granted one of the third-party defendant’s Motions to Dismiss, granting the SEC leave to file an Amended Complaint. On September 21, 2022, the SEC filed an Amended Complaint to which the Company Defendants filed an Answer on October 11, 2022, denying liability. The court subsequently entered a discovery scheduling order and the parties exchanged initial disclosures. The parties participated in a mediation in June 2023. The mediation was not successful. Fact discovery was completed on May 20, 2024. The parties completed expert discovery in September 2024 and filed cross Motions for Summary Judgment in October 2024. On February 10, 2026, the Court entered an order denying the parties’ cross motions for summary judgment. The parties are preparing for trial, but the Court has not yet set a trial date for this matter.
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Sieggreen Class Action
On August 13, 2021, Daniel E. Sieggreen, individually and on behalf of all others similarly situated claimants (the "Plaintiff"), filed a class action Complaint for violation of federal securities laws in the United States District Court for the District of Nevada, naming the Company, Jon Isaac, the Company's current President and Chief Executive Officer, and Virland Johnson, the Company's former Chief Financial Officer, as defendants (collectively, the "Company Defendants"). The allegations asserted are similar to those in the SEC Complaint. Among other sought relief, the complaint seeks damages in connection with the purchases and sales of the Company’s securities between December 28, 2016 and August 3, 2021. As of December 17, 2021, the judge granted a stipulation to stay proceedings pending the resolutions of the Motions to Dismiss in the SEC Complaint. On February 1, 2023, the final Motion to Dismiss relating to the SEC Complaint was denied, which was subsequently noticed in the Sieggreen action on February 2, 2023. Plaintiff filed an Amended Complaint on March 6, 2023. On May 5, 2023, the Company Defendants filed a Motion to Dismiss the Amended Complaint. The Motion to Dismiss was heard and granted with Leave to Amend on September 30, 2024. The Second Amended Complaint was filed on October 31, 2024. We filed a Motion to Dismiss the Second Amended Complaint on December 16, 2024 and the briefing is complete. On September 30, 2025, the Court denied the motion to dismiss the Second Amended Complaint. The Company filed its response on December 1, 2025, and the parties are currently engaged in discovery.
Wage and Hour Matter
On July 27, 2022, Irma Sanchez, a former employee of Elite Builder Services, Inc. (“Elite Builders”), filed a class action Complaint against Elite Builders in the Superior Court of California, County of Alameda, which case was transferred to Stanislaus Count. The Complaint alleges that Elite Builders failed to pay all minimum and overtime wages, failed to provide lawful meal periods and rest breaks, failed to provide accurate itemized wage statements, and failed to pay all wages due upon separation as required by California law. The Complaint was later amended as a matter of right on October 4, 2022. Further, Ms. Sanchez has put the Labor & Workforce Development Agency on notice of her intention to exhaust administrative remedies and enable her to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties. The parties agreed to participate in mediation and exchanged materials in preparation. However, mediation has been postponed, and the opposing party did not meet a previously scheduled deadline related to a motion to compel discovery. The case management conference has been continued, and the Company currently expects the matter to progress beginning in or around summer 2026.
General
The Company is involved in various claims and lawsuits arising in the normal course of business. The ultimate results of claims and litigation cannot be predicted with certainty. The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued.
Note 17: Segment Reporting
Live Ventures Incorporated is a diversified holding company that acquires and operates businesses across industries with a demonstrated history of earnings power. In accordance with ASC 280, Segment Reporting, the Company has identified reportable segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing. This segmentation reflects how the Chief Operating Decision Maker (“CODM”), consisting of the Company’s Chief Executive Officer and Chief Financial Officer, evaluates financial performance and allocates resources across the Company’s operations. The Corporate and Other segment does not meet the criteria to be presented as a reportable segment under ASC 280.
The CODM regularly evaluates segment performance using revenue, gross profit, gross profit margin, income (loss) before income taxes, and Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”). These measures are used to allocate the Company’s resources and assess operating effectiveness.
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Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. The CODM considers Adjusted EBITDA a key indicator of the Company’s operational strength and performance, including its ability to fund acquisitions, support capital expenditures, and service debt. It is used to evaluate operating results, perform analytical comparisons, and identify strategies to improve performance.
To preserve the integrity of each operating segment’s standalone financial results, all intercompany eliminations, including sales, cost of goods sold, inventory profit, and intercompany management fees are reported under Intercompany Eliminations. Total assets are not utilized by the CODM in evaluating segment performance or allocating resources. Accordingly, asset information is excluded from the Company’s segment reporting disclosures. Discrete financial information is provided for each reportable segment, including comparisons of actual results to the prior period and current period forecast.
The following is a description of each of the Company’s reportable segments:
| • | The Retail–Entertainment segment, which includes Vintage Stock, offers a wide range of entertainment products, both new and pre-owned, including movies, video games, and music. It also sells ancillary items such as books, comics, toys, and collectibles, all within a single retail footprint. |
| • | The Retail–Flooring segment, which includes Flooring Liquidators, operates 28 warehouse-format stores and a design center across four states. It serves as a leading retailer and installer of flooring, carpeting, and countertops for consumers, builders, and contractors in California and Nevada. |
| • | The Flooring Manufacturing segment, which includes Marquis, is a vertically integrated manufacturer and distributor of carpet and hard surface flooring products, serving residential, niche commercial, and hospitality end markets. |
| • | The Steel Manufacturing segment includes: |
| • | Precision Marshall, which supplies over 500 steel distributors with Deluxe Alloy Plate, Deluxe Tool Steel Plate, Precision Ground Flat Stock, and Drill Rod. |
| • | Kinetic, a recognized brand in industrial knives and hardened wear products for the tissue, metals, and wood industries, offering in-house grinding, machining, and heat-treating capabilities. |
| • | PMW, which provides metal forming, assembly, and finishing solutions across industries such as appliance, automotive, hardware, electrical, electronics, and medical devices. |
| • | Central Steel, which manufactures specialized fabricated metal products primarily for data centers, including cable racks, auxiliary framing, hardware, insulation products, and network bays. |
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This segmentation aligns with the internal reporting structure used by the CODM to evaluate performance and guide strategic decision-making. The CODM does not review any measures of significant segment expenses beyond those reflected in the tables below (in $000’s):
Three Months Ended March 31, 2026 | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Revenue | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | | |||||||
Cost of revenue | | | | | | | | | | | | | | | | | | | | | ( | ) | | | | |||||||
Gross profit | | | | | | | | | | | | | | | | | | | | | ( | ) | | | | |||||||
Gross profit percentage | | | % | | | % | | | % | | | % | | | % | | | % | | | % | | | % | ||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Sales and marketing expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Impairment expense | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Total operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Operating income (loss) | | | | | | ( | ) | | | | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | $ | ( | ) | ||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | | | | ( | ) | ||
Other income, net | | | ( | ) | | | | | | | | | ( | ) | | | | | | | | | | | | | ||||||
Total expense, net | | | ( | ) | | | | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | | | | ( | ) | ||
Income (loss) before income taxes | | $ | | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | ||
Adjusted EBITDA | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Income (loss) before income taxes | | $ | | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | ||
Interest income (expense), net | | | ( | ) | | | | | | | | | | | | | | | | | | | | | | |||||||
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Impairment of goodwill | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Employee Retention Credit | | | | | | ( | ) | | | | | | | | | ( | ) | | | | | | | | | ( | ) | |||||
Other adjustments | | | | | | | | | | | | | | | | | | ( | ) | | | | | | | |||||||
Adjusted EBITDA | | $ | | | $ | ( | ) | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | |||||
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Three Months Ended March 31, 2025 | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Revenue | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | | |||||||
Cost of revenue | | | | | | | | | | | | | | | | | | | | | ( | ) | | | | |||||||
Gross profit | | | | | | | | | | | | | | | | | | | | | ( | ) | | | | |||||||
Gross profit percentage | | | % | | | % | | | % | | | % | | | % | | | % | | | % | | | % | ||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Sales and marketing expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Total operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Operating income (loss) | | | | | | ( | ) | | | | | | | | | | | | ( | ) | | | ( | ) | | $ | | |||||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | | | | ( | ) | ||
Other income, net | | | | | | | | | | | | ( | ) | | | | | | | | | | | | | |||||||
Total income (expense), net | | | | | | | | | ( | ) | | | ( | ) | | | | | | ( | ) | | | | | | | |||||
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | ||||||
Adjusted EBITDA | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | ||||||
Interest expense, net | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Gain on note modification | | | | | | ( | ) | | | | | | | | | ( | ) | | | | | | | | | ( | ) | |||||
Other adjustments | | | ( | ) | | | ( | ) | | | | | | | | | ( | ) | | | | | | | | | ( | ) | ||||
Adjusted EBITDA | | $ | | | $ | ( | ) | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | |||||
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Six Months Ended March 31, 2026 | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Revenue | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | | |||||||
Cost of revenue | | | | | | | | | | | | | | | | | | | | | ( | ) | | | | |||||||
Gross profit | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Gross profit percentage | | | % | | | % | | | % | | | % | | | % | | | % | | | % | | | % | ||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Sales and marketing expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Impairment expense | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Total operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Operating income (loss) | | | | | | ( | ) | | | | | | ( | ) | | | | | | ( | ) | | | ( | ) | | $ | | ||||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | | | | ( | ) | ||
Other income, net | | | ( | ) | | | | | | | | | ( | ) | | | | | | | | | | | | | ||||||
Total income (expense), net | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | | | | ( | ) | |
Income (loss) before income taxes | | $ | | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | ||
Adjusted EBITDA | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Income (loss) before income taxes | | $ | | | $ | ( | ) | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | | $ | ( | ) | ||
Interest expense, net | | | ( | ) | | | | | | | | | | | | | | | | | | | | | | |||||||
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Impairment expense | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Employee Retention Credit | | | | | | ( | ) | | | | | | | | | ( | ) | | | | | | | | | ( | ) | |||||
Other adjustments | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Adjusted EBITDA | | $ | | | $ | ( | ) | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | |||||
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Six Months Ended March 31, 2025 | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Revenue | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | | |||||||
Cost of revenue | | | | | | | | | | | | | | | | | | | | | ( | ) | | | | |||||||
Gross profit | | | | | | | | | | | | | | | | | | | | | ( | ) | | | | |||||||
Gross profit percentage | | | % | | | % | | | % | | | % | | | % | | | % | | | % | | | % | ||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
General and administrative expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Sales and marketing expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Total operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Operating income (loss) | | | | | | ( | ) | | | | | | | | | | | | ( | ) | | | ( | ) | | $ | | |||||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense, net | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | ( | ) | | | | | | ( | ) | |
Other income, net | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Total income (expense), net | | | | | | | | | ( | ) | | | | | | | | | ( | ) | | | | | | | ||||||
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | ||||||
Adjusted EBITDA | | Retail-Entertainment | | | Retail-Flooring | | | Flooring Manufacturing | | | Steel Manufacturing | | | Total Reportable Segments | | | Corporate and Other | | | Intercompany Eliminations | | | Total | | ||||||||
Income (loss) before income taxes | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | ||||||
Interest expense, net | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Gain on note modification | | | | | | ( | ) | | | | | | | | | ( | ) | | | | | | | | | ( | ) | |||||
Other adjustments | | | ( | ) | | | ( | ) | | | | | | ( | ) | | | ( | ) | | | | | | | | | ( | ) | |||
Adjusted EBITDA | | $ | | | $ | ( | ) | | $ | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | |||||
Note 18: Subsequent Events
The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements.
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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 six months ended March 31, 2026, 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, 2025 (the “2025 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, prospects, results, and performance, (v) 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 (vi) 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 2025 Form 10-K under Item 1A “Risk Factors” and Part II, Item 1A. "Risk Factors" below, 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 except as required by federal securities laws. Any information contained on our website www.liveventures.com or any other websites referenced in this Quarterly Report are not incorporated into and should not be deemed a part of this Quarterly Report.
Our Company
Live Ventures Incorporated is a holding company of diversified businesses, which, together with our subsidiaries, we refer to as the “Company”, “Live Ventures”, “we”, “us” or “our”. We acquire and operate companies in various industries that have historically demonstrated a strong history of earnings power. We currently have five segments to our business: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other.
Under the Live Ventures brand, we seek opportunities to acquire profitable and well-managed companies. We work closely with consultants who help us identify target companies that fit within the criteria we have established for opportunities that will provide synergies with our businesses.
Our principal offices are located at 8548 Rozita Lee Ave., Suite 305, Las Vegas, Nevada 89113, our telephone number is (702) 997-5968, and our corporate website (which does not form part of this Quarterly Report on Form 10-Q) is located at www.liveventures.com. Our common stock trades on the Nasdaq Capital Market under the symbol “LIVE”.
Retail-Entertainment Segment
Our Retail-Entertainment Segment is composed of Vintage Stock, Inc., doing business as Vintage Stock, V-Stock, Movie Trading Company and EntertainMart (collectively, “Vintage Stock”).
Vintage Stock is an award-winning specialty entertainment retailer that 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, 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 73 retail locations strategically positioned across Alabama, Arkansas, Colorado, Idaho, Illinois, Kansas, Missouri, Montana, Nebraska, New Mexico, Oklahoma, Tennessee, Texas, and Utah.
Retail-Flooring Segment
Our Retail-Flooring Segment is composed of Flooring Liquidators, Inc. (“Flooring Liquidators”).
Flooring Liquidators is a leading retailer and installer of flooring, carpeting, and countertops to consumers, builders, and contractors in California and Nevada, operating 28 warehouse-format stores and a design center. Over the years, the company has established a strong reputation for innovation, efficiency, and service in the home renovation and improvement market. Flooring Liquidators serves retail and builder customers through two businesses: retail customers through its Flooring Liquidators retail stores, and builder and contractor customers through Elite Builder Services, Inc.
Flooring Manufacturing Segment
Our Flooring Manufacturing segment is comprised of Marquis Industries, Inc. (“Marquis”).
Marquis is a leading carpet manufacturer and distributor of carpet and 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. Marquis focuses on the residential, niche commercial, and hospitality end-markets and serves thousands of 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 short lead-times. Furthermore, the Company has recently invested in additional capacity to grow several attractive lines of business, including printed carpet and yarn extrusion.
Steel Manufacturing Segment
Our Steel Manufacturing segment is comprised of Precision Metal Works, Inc. (“PMW”), Precision Industries, Inc. (“Precision Marshall”), and its wholly-owned subsidiaries The Kinetic Co., Inc. (“Kinetic”), and Central Steel Fabricators, LLC. (“Central Steel”).
Precision Marshall is the North American leader in providing and manufacturing, pre-finished de-carb free tool and die steel. For over 75 years, Precision Marshall has served steel distributors through quick and accurate service. Precision Marshall has led the industry with exemplary availability and value-added processing that saves distributors time and processing costs.
Founded in 1948, Precision Marshall “The Deluxe Company” has built a reputation of high integrity, speed of service and doing things the “Deluxe Way”. The term Deluxe refers to all aspects of the product and customer service to be head and shoulders above the rest. From order entry to packaging and delivery, Precision Marshall makes it easy to do business and backs all products and service with a guarantee.
Precision Marshall provides four key products to over 500 steel distributors in four product categories: Deluxe Alloy Plate, Deluxe Tool Steel Plate, Precision Ground Flat Stock, and Drill Rod. With over 5,000 distinct size grade combinations in stock every day, Precision Marshall arms tool steel distributors with deep inventory availability and same day shipment to their place of business or often ships direct to their customer saving time and handling.
On June 28, 2022, Precision Marshall acquired Kinetic. Kinetic is a highly recognizable and regarded brand name in the production of industrial knives and hardened wear products for the tissue, metals, and wood industries and is known as a one-stop shop for in-house grinding, machining, and heat-treating. Kinetic is headquartered in Greendale, Wisconsin. Kinetic manufactures more than 90 types of knives and numerous associated parts with modifications and customizations available to each. Kinetic employs approximately 100 non-union employees.
On July 20, 2023, Live acquired PMW. Founded in 1947 in Louisville, Kentucky, PMW manufactures and supplies highly engineered parts and components across 400,000 square feet of manufacturing space. PMW offers world-class metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices.
On May 17, 2024, Precision Marshall acquired Central Steel. Founded in 1969 in Chicago, Illinois, Central Steel is a manufacturer of specialized fabricated metal products. Central Steel offers over 2,300 unique products to more than 500 customers. Its extensive product line, primarily for data centers, includes cable racks, auxiliary framing, hardware, insulation products, and network bays.
Corporate and Other Segment
Our Corporate and Other segment consists of certain corporate general and administrative costs, and operations of certain legacy products and service offerings for which we are no longer accepting new customers.
Intercompany Eliminations
Intercompany eliminations include the elimination of intercompany sales, cost of goods sold, profit in inventory, and intercompany accounts payable and receivable in consolidation. Segment results are presented before these eliminations.
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”). 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. Our critical and significant accounting policies include Trade Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes. For a summary of our significant accounting policies and the means by which we develop estimates thereon, see Part II, Item 8 – Financial Statement and Supplementary Data - Notes to Consolidated Financial Statements Note 2 – Summary of Significant Accounting Policies in our 2025 Form 10-K.
Adjusted EBITDA
We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA”, which is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’ ability to fund acquisitions and other capital expenditures, and to service its debt. Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company's financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of our results of operations, nor of cash flows available to fund all our cash needs. It is, however, a measurement that the Company believes is useful to investors in analyzing its operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with GAAP. As companies often define non-GAAP financial measures differently, Adjusted EBITDA, as calculated by the Company, should not be compared to any similarly titled measures reported by other companies.
Results of Operations Three Months Ended March 31, 2026 and 2025
The following table sets forth certain statement of income items and as a percentage of revenue, for the three months ended March 31, 2026 and 2025 (in $000’s):
|
|
Three Months Ended |
|
|
Three Months Ended |
|
||||||||||
|
|
|
|
|
|
% of Total Revenue |
|
|
|
|
|
|
% of Total Revenue |
|
||
Selected Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
102,899 |
|
|
|
|
|
|
$ |
107,013 |
|
|
|
|
|
Gross profit |
|
|
34,580 |
|
|
|
33.6 |
% |
|
|
35,148 |
|
|
|
32.8 |
% |
General and administrative expenses |
|
|
27,681 |
|
|
|
26.9 |
% |
|
|
28,321 |
|
|
|
26.5 |
% |
Sales and marketing expenses |
|
|
4,895 |
|
|
|
4.8 |
% |
|
|
4,735 |
|
|
|
4.4 |
% |
Interest expense, net |
|
|
3,892 |
|
|
|
3.8 |
% |
|
|
3,933 |
|
|
|
3.7 |
% |
Income (loss) before provision for income taxes |
|
|
(4,595 |
) |
|
|
(4.5% |
) |
|
|
21,103 |
|
|
|
19.7 |
% |
Provision for (benefit from) income taxes |
|
|
(2,147 |
) |
|
|
(2.1% |
) |
|
|
5,237 |
|
|
|
4.9 |
% |
Net income (loss) |
|
$ |
(2,448 |
) |
|
|
(2.4% |
) |
|
$ |
15,866 |
|
|
|
14.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
$ |
3,529 |
|
|
|
|
|
|
$ |
2,755 |
|
|
|
|
|
Retail-Flooring |
|
|
(3,232 |
) |
|
|
|
|
|
|
(1,591 |
) |
|
|
|
|
Flooring Manufacturing |
|
|
2,917 |
|
|
|
|
|
|
|
2,526 |
|
|
|
|
|
Steel Manufacturing |
|
|
3,681 |
|
|
|
|
|
|
|
4,080 |
|
|
|
|
|
Intercompany Eliminations |
|
|
(86 |
) |
|
|
|
|
|
|
(93 |
) |
|
|
|
|
Corporate & Other |
|
|
(931 |
) |
|
|
|
|
|
|
(1,231 |
) |
|
|
|
|
Total Adjusted EBITDA |
|
$ |
5,878 |
|
|
|
|
|
|
$ |
6,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a percentage of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
|
16.6 |
% |
|
|
|
|
|
|
14.9 |
% |
|
|
|
|
Retail-Flooring |
|
|
(16.0% |
) |
|
|
|
|
|
|
(5.8% |
) |
|
|
|
|
Flooring Manufacturing |
|
|
9.6 |
% |
|
|
|
|
|
|
8.1 |
% |
|
|
|
|
Steel Manufacturing |
|
|
11.3 |
% |
|
|
|
|
|
|
13.0 |
% |
|
|
|
|
Intercompany Eliminations |
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
Corporate & Other |
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
Consolidated adjusted EBITDA as a percentage of revenue |
|
|
5.7 |
% |
|
|
|
|
|
|
6.0 |
% |
|
|
|
|
(a) See reconciliation of net income to Adjusted EBITDA below.
The following table sets forth revenue by segment (in $000’s):
|
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
||||||||||
|
|
Net Revenue |
|
|
% of Total Revenue |
|
|
Net Revenue |
|
|
% of Total Revenue |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
$ |
21,205 |
|
|
|
20.6 |
% |
|
$ |
18,467 |
|
|
|
17.3 |
% |
Retail-Flooring |
|
|
20,208 |
|
|
|
19.6 |
% |
|
|
27,399 |
|
|
|
25.6 |
% |
Flooring Manufacturing |
|
|
30,285 |
|
|
|
29.4 |
% |
|
|
31,283 |
|
|
|
29.2 |
% |
Steel Manufacturing |
|
|
32,545 |
|
|
|
31.6 |
% |
|
|
31,487 |
|
|
|
29.4 |
% |
Intercompany Eliminations |
|
|
(1,348 |
) |
|
|
(1.3 |
%) |
|
|
(1,629 |
) |
|
|
(1.5 |
%) |
Corporate & Other |
|
|
4 |
|
|
|
— |
% |
|
|
6 |
|
|
|
— |
% |
Total Revenue |
|
$ |
102,899 |
|
|
|
100.0 |
% |
|
$ |
107,013 |
|
|
|
100.0 |
% |
The following table sets forth gross profit earned by segment and gross profit as a percentage of total revenue for each segment (in $000’s):
|
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
||||||||||
|
|
Gross Profit |
|
|
Gross Profit % of Total Revenue |
|
|
Gross Profit |
|
|
Gross Profit % of Total Revenue |
|
||||
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
$ |
12,282 |
|
|
|
11.9 |
% |
|
$ |
10,907 |
|
|
|
10.2 |
% |
Retail-Flooring |
|
|
7,054 |
|
|
|
6.9 |
% |
|
|
9,415 |
|
|
|
8.8 |
% |
Flooring Manufacturing |
|
|
8,133 |
|
|
|
7.9 |
% |
|
|
8,297 |
|
|
|
7.8 |
% |
Steel Manufacturing |
|
|
7,195 |
|
|
|
7.0 |
% |
|
|
6,618 |
|
|
|
6.2 |
% |
Intercompany Eliminations |
|
|
(86 |
) |
|
|
(0.1 |
%) |
|
|
(93 |
) |
|
|
(0.1 |
%) |
Corporate & Other |
|
|
2 |
|
|
|
— |
% |
|
|
4 |
|
|
|
— |
% |
Total Gross Profit |
|
$ |
34,580 |
|
|
|
33.6 |
% |
|
$ |
35,148 |
|
|
|
32.8 |
% |
Revenue
Revenue decreased approximately $4.1 million, or 3.8%, to $102.9 million for the quarter ended March 31, 2026, compared to $107.0 million in the prior-year period. The decrease primarily reflects a decline of approximately $7.2 million in the Retail-Flooring segment, partially offset by an increase of approximately $2.7 million in the Retail-Entertainment segment.
Gross Profit
Gross profit decreased approximately $0.6 million, or 1.6%, to $34.6 million for the quarter ended March 31, 2026, compared to $35.1 million in the prior-year period, driven primarily by lower revenues in the Retail-Flooring segment. Gross margin increased 80 basis points to 33.6%, compared to 32.8% in the prior-year period, reflecting improved margins in the Steel Manufacturing, Flooring Manufacturing, and Retail - Flooring segments as well as a more favorable revenue mix, as the higher-margin Retail-Entertainment segment represented a larger share of consolidated revenue.
General and Administrative Expense
General and Administrative expenses decreased by 2.3% to approximately $27.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was driven primarily by targeted cost‑reduction initiatives in our Retail‑Flooring and Flooring Manufacturing segments, including lower compensation expense and reduced professional fees, partially offset by increased compensation and occupancy costs in our Retail-Entertainment segment.
Sales and Marketing Expense
Sales and marketing expense increased 3.4% to approximately $4.9 million for the three months ended March 31, 2026, compared with the three months ended March 31, 2025, primarily reflecting higher sales and marketing activity in the Retail Flooring segment.
Impairment of Goodwill
During the three months ended March 31, 2026, PMW recognized a $4.0 million goodwill impairment charge due to sustained operating losses and revenue and gross margin performance below internal projections (see Note 7). No goodwill impairment charges were recognized during the three months ended March 31, 2025.
Interest Expense, net
Interest expense, net, was approximately $3.9 million for the three months ended March 31, 2026, and flat as compared to the three months ended March 31, 2025 due to lower average debt balances.
Results of Operations Six Months Ended March 31, 2026 and 2025
The following table sets forth certain statement of income items and as a percentage of revenue, for the six months ended March 31, 2026 and 2025 (in $000’s):
|
|
For the Six Months Ended March 31, 2026 |
|
|
For the Six Months Ended March 31, 2025 |
|
||||||||||
|
|
|
|
|
|
% of Total Revenue |
|
|
|
|
|
|
% of Total Revenue |
|
||
Statement of Income Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
211,443 |
|
|
|
|
|
|
$ |
218,521 |
|
|
|
|
|
Gross profit |
|
|
69,933 |
|
|
|
33.1 |
% |
|
|
70,510 |
|
|
|
32.3 |
% |
General and administrative expenses |
|
|
55,523 |
|
|
|
26.3 |
% |
|
|
58,392 |
|
|
|
26.7 |
% |
Sales and marketing expenses |
|
|
8,955 |
|
|
|
4.2 |
% |
|
|
9,264 |
|
|
|
4.2 |
% |
Interest expense, net |
|
|
7,453 |
|
|
|
3.5 |
% |
|
|
8,095 |
|
|
|
3.7 |
% |
Income (loss) before provision for income taxes |
|
|
(4,684 |
) |
|
|
(2.2% |
) |
|
|
21,676 |
|
|
|
9.9 |
% |
Provision for (benefit from) income taxes |
|
|
(2,172 |
) |
|
|
(1.0% |
) |
|
|
5,318 |
|
|
|
2.4 |
% |
Net income (loss) |
|
$ |
(2,512 |
) |
|
|
(1.2% |
) |
|
$ |
16,358 |
|
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA (a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
$ |
8,496 |
|
|
|
|
|
|
$ |
6,565 |
|
|
|
|
|
Retail-Flooring |
|
|
(5,533 |
) |
|
|
|
|
|
|
(2,374 |
) |
|
|
|
|
Flooring Manufacturing |
|
|
6,192 |
|
|
|
|
|
|
|
4,159 |
|
|
|
|
|
Steel Manufacturing |
|
|
6,996 |
|
|
|
|
|
|
|
7,267 |
|
|
|
|
|
Intercompany Eliminations |
|
|
(386 |
) |
|
|
|
|
|
|
(860 |
) |
|
|
|
|
Corporate & Other |
|
|
(2,092 |
) |
|
|
|
|
|
|
(2,566 |
) |
|
|
|
|
Total Adjusted EBITDA |
|
$ |
13,673 |
|
|
|
|
|
|
$ |
12,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a percentage of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
|
19.0 |
% |
|
|
|
|
|
|
16.5 |
% |
|
|
|
|
Retail-Flooring |
|
|
(12.2% |
) |
|
|
|
|
|
|
(4.0% |
) |
|
|
|
|
Flooring Manufacturing |
|
|
10.5 |
% |
|
|
|
|
|
|
6.9 |
% |
|
|
|
|
Steel Manufacturing |
|
|
10.9 |
% |
|
|
|
|
|
|
11.2 |
% |
|
|
|
|
Intercompany Eliminations |
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
Corporate & Other |
|
|
N/A |
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
Consolidated adjusted EBITDA as a percentage of revenue |
|
|
6.5 |
% |
|
|
|
|
|
|
5.6 |
% |
|
|
|
|
(a) See reconciliation of net income to Adjusted EBITDA below.
The following table sets forth revenue by segment (in $000’s):
|
|
For the Six Months Ended March 31, 2026 |
|
|
For the Six Months Ended March 31, 2025 |
|
||||||||||
|
|
Net Revenue |
|
|
% of Total Revenue |
|
|
Net Revenue |
|
|
% of Total Revenue |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
$ |
44,826 |
|
|
|
21.2 |
% |
|
$ |
39,740 |
|
|
|
18.2 |
% |
Retail-Flooring |
|
|
45,535 |
|
|
|
21.5 |
% |
|
|
59,146 |
|
|
|
27.1 |
% |
Flooring Manufacturing |
|
|
59,146 |
|
|
|
28.0 |
% |
|
|
60,451 |
|
|
|
27.7 |
% |
Steel Manufacturing |
|
|
64,406 |
|
|
|
30.5 |
% |
|
|
64,774 |
|
|
|
29.6 |
% |
Intercompany Eliminations |
|
|
(2,481 |
) |
|
|
(1.2 |
%) |
|
|
(5,652 |
) |
|
|
(2.6 |
%) |
Corporate & other |
|
|
11 |
|
|
|
— |
% |
|
|
62 |
|
|
|
— |
% |
Total Revenue |
|
$ |
211,443 |
|
|
|
100.0 |
% |
|
$ |
218,521 |
|
|
|
100.0 |
% |
The following table sets forth gross profit earned by segment and gross profit as a percentage of total revenue for each segment (in $000’s):
|
|
For the Six Months Ended March 31, 2026 |
|
|
For the Six Months Ended March 31, 2025 |
|
||||||||||
|
|
Gross Profit |
|
|
Gross Profit % of Total Revenue |
|
|
Gross Profit |
|
|
Gross Profit % of Total Revenue |
|
||||
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail-Entertainment |
|
$ |
25,855 |
|
|
|
12.2 |
% |
|
$ |
22,951 |
|
|
|
10.5 |
% |
Retail-Flooring |
|
|
15,080 |
|
|
|
7.1 |
% |
|
|
21,218 |
|
|
|
9.7 |
% |
Flooring Manufacturing |
|
|
15,358 |
|
|
|
7.3 |
% |
|
|
14,552 |
|
|
|
6.7 |
% |
Steel Manufacturing |
|
|
13,543 |
|
|
|
6.4 |
% |
|
|
12,595 |
|
|
|
5.8 |
% |
Intercompany Eliminations |
|
|
93 |
|
|
|
— |
% |
|
|
(860 |
) |
|
|
(0.4 |
%) |
Corporate & other |
|
|
4 |
|
|
|
— |
% |
|
|
54 |
|
|
|
— |
% |
Total Gross Profit |
|
$ |
69,933 |
|
|
|
33.1 |
% |
|
$ |
70,510 |
|
|
|
32.3 |
% |
Revenue
Revenue decreased approximately $7.1 million, or 3.2%, to $211.4 million for the six months ended March 31, 2026, compared to revenue of $218.5 million in the prior-year period. Net of intercompany sales eliminations, the decrease primarily reflects a decline of approximately $12.2 million in the Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing segments, partially offset by an increase of approximately $5.1 million in the Retail-Entertainment segment.
Gross Profit
Gross profit decreased by approximately $0.6 million, or 0.8%, to approximately $69.9 million for the six months ended March 31, 2026, compared to $70.5 million in the prior-year period, primarily due to lower revenue in the Retail-Flooring segment. Gross margin increased 80 basis points to 33.1%, compared to 32.3% in the prior-year period, reflecting improved operating efficiencies in the Flooring Manufacturing and Steel Manufacturing segments, as well as a more favorable revenue mix, as the higher-margin Retail-Entertainment segment represented a larger share of consolidated revenue.
General and Administrative Expense
General and Administrative expenses decreased by 4.9% to approximately $55.5 million for the six months ended March 31, 2026, as compared to the prior-year period. The decrease was driven primarily by targeted cost‑reduction initiatives in our Retail‑Flooring, Flooring Manufacturing, and Corporate and Other segments, including lower compensation expense and reduced professional fees, partially offset by increased compensation and occupancy costs in our Retail-Entertainment segment.
Sales and Marketing Expense
Sales and marketing expense decreased by 3.3% to approximately $9.0 million for the six months ended March 31, 2026, as compared to the prior-year period, primarily due to reduced sales and marketing activities in our Flooring Manufacturing segment.
Impairment of Goodwill
During the six months ended March 31, 2026, PMW recognized a $4.0 million goodwill impairment charge due to sustained operating losses and revenue and gross margin performance below internal projections (see Note 7). No goodwill impairment charges were recognized during the six months ended March 31, 2025.
Interest Expense, net
Interest expense, net, decreased by approximately $0.6 million for the six months ended March 31, 2026 as compared to the six months ended March 31, 2025 due to lower average debt balances.
Results of Operations by Segment for the Three Months Ended March 31, 2026 and 2025
|
|
For the Three Months Ended March 31, 2026 |
|
|
For the Three Months Ended March 31, 2025 |
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Retail-Entertainment |
|
|
Retail-Flooring |
|
|
Flooring Manufacturing |
|
|
Steel Manufacturing |
|
|
Corporate & Other |
|
|
I/C Eliminations |
|
|
Total |
|
|
Retail-Entertainment |
|
|
Retail-Flooring |
|
|
Flooring Manufacturing |
|
|
Steel Manufacturing |
|
|
Corporate & Other |
|
|
I/C Eliminations |
|
|
Total |
|
||||||||||||||
Revenue |
|
$ |
21,205 |
|
|
$ |
20,208 |
|
|
$ |
30,285 |
|
|
$ |
32,545 |
|
|
$ |
4 |
|
|
$ |
(1,348 |
) |
|
$ |
102,899 |
|
|
$ |
18,467 |
|
|
$ |
27,399 |
|
|
$ |
31,283 |
|
|
$ |
31,487 |
|
|
$ |
6 |
|
|
$ |
(1,629 |
) |
|
$ |
107,013 |
|
Cost of Revenue |
|
|
8,923 |
|
|
|
13,154 |
|
|
|
22,152 |
|
|
|
25,350 |
|
|
|
2 |
|
|
|
(1,262 |
) |
|
|
68,319 |
|
|
|
7,560 |
|
|
|
17,984 |
|
|
|
22,986 |
|
|
|
24,869 |
|
|
|
2 |
|
|
|
(1,536 |
) |
|
|
71,865 |
|
Gross Profit |
|
|
12,282 |
|
|
|
7,054 |
|
|
|
8,133 |
|
|
|
7,195 |
|
|
|
2 |
|
|
|
(86 |
) |
|
|
34,580 |
|
|
|
10,907 |
|
|
|
9,415 |
|
|
|
8,297 |
|
|
|
6,618 |
|
|
|
4 |
|
|
|
(93 |
) |
|
|
35,148 |
|
General and Administrative Expense |
|
|
8,766 |
|
|
|
11,160 |
|
|
|
2,120 |
|
|
|
4,704 |
|
|
|
931 |
|
|
|
— |
|
|
|
27,681 |
|
|
|
8,254 |
|
|
|
12,083 |
|
|
|
2,329 |
|
|
|
4,312 |
|
|
|
1,343 |
|
|
|
— |
|
|
|
28,321 |
|
Selling and Marketing Expense |
|
|
199 |
|
|
|
493 |
|
|
|
4,045 |
|
|
|
152 |
|
|
|
6 |
|
|
|
— |
|
|
|
4,895 |
|
|
|
155 |
|
|
|
73 |
|
|
|
4,381 |
|
|
|
121 |
|
|
|
5 |
|
|
|
— |
|
|
|
4,735 |
|
Impairment Expense |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,013 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
4,013 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
Operating Income (Loss) |
|
$ |
3,317 |
|
|
$ |
(4,599 |
) |
|
$ |
1,968 |
|
|
$ |
(1,674 |
) |
|
$ |
(935 |
) |
|
$ |
(86 |
) |
|
$ |
(2,009 |
) |
|
$ |
2,498 |
|
|
$ |
(2,741 |
) |
|
$ |
1,587 |
|
|
$ |
2,185 |
|
|
$ |
(1,344 |
) |
|
$ |
(93 |
) |
|
$ |
2,092 |
|
Retail-Entertainment Segment
Retail-Entertainment segment revenue for the quarter ended March 31, 2026 was $21.2 million, an increase of approximately $2.7 million, or 14.8%, compared to $18.5 million in the prior-year period. The revenue growth was driven by strong consumer demand across all product lines. Gross margin for the quarter decreased to 57.9%, from 59.1% in the prior-year period, reflecting a shift in the sales mix toward new products, which typically have lower margins. Operating income for the quarter ended March 31, 2026 was $3.3 million compared to y $2.5 million in the prior-year period. Strong revenue growth and disciplined management of general and administrative expenses drove the improvement in operating results.
Retail-Flooring Segment
Retail-Flooring segment revenue for the quarter ended March 31, 2026 was $20.2 million, a decrease of approximately $7.2 million, or 26.2%, compared to $27.4 million in the prior-year period. The decline was primarily driven by lower retail and contractor sales due to the continued headwinds in the new-home construction and home-refurbishment markets. Gross margin for the quarter was 34.9%, compared to 34.4% in the prior-year period. The increase was primarily due to sales mix. Operating loss for the quarter ended March 31, 2026 was $4.6 million, compared to an operating loss of $2.7 million in the prior-year period. The increase in operating loss was driven mainly by lower revenue and gross profit, partially offset by lower general and administrative expenses resulting from cost-reduction initiatives implemented during fiscal year 2025.
Flooring Manufacturing Segment
Flooring Manufacturing segment revenue for the quarter ended March 31, 2026 was $30.3 million, a decrease of approximately $1.0 million, or 3.2%, compared to $31.3 million in the prior-year period. The decline was primarily attributable to reduced demand in the new-home construction and home-refurbishment markets. Net of intercompany eliminations, revenue decreased approximately $0.6 million compared to the prior-year period. Gross margin for the quarter increased to 26.9%, compared to 26.5% in the prior-year period. The increase in gross margin was primarily due to improved manufacturing efficiency. Operating income for the quarter ended March 31, 2026 was $2.0 million, compared to $1.6 million for the prior-year period. The increase in operating income was primarily due to improved gross margins and lower operating expenses resulting from cost-reduction initiatives.
Steel Manufacturing Segment
Steel Manufacturing segment revenue for the quarter ended March 31, 2026 was $32.5 million, an increase of approximately $1.1 million, or 3.4%, compared to $31.5 million in the prior-year period. The increase in revenue was primarily driven by higher sales volumes in the fabricated, hardened wear, and tool and die businesses, partially offset by lower revenue in the metal forming, assembly, and finishing solutions business. Net of intercompany eliminations, revenue increased approximately $0.9 million compared to the prior-year period. Gross margin was 22.1% for the quarter, compared to 21.0% for the prior-year period. The increase in gross margin was primarily due to a more favorable sales mix. Operating loss was $1.7 million for the quarter ended March 31, 2026 compared to operating income of $2.2 million in the prior-year period, representing a $3.9 million year-over-year decrease. The decrease was primarily driven by a non-cash goodwill impairment charge of a $4.0 million related to PMW.
Corporate and Other Segment
Corporate and Other segment operating loss was $0.9 million and $1.3 million for the quarters ended March 31, 2026, and 2025, respectively. The reduction in operating loss was primarily attributable to lower corporate expenses, including compensation and professional fees.
Results of Operations by Segment for the Six Months Ended March 31, 2026 and 2025
|
|
For the Six Months Ended March 31, 2026 |
|
|
For the Six Months Ended March 31, 2025 |
|
||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Retail-Entertainment |
|
|
Retail-Flooring |
|
|
Flooring Manufacturing |
|
|
Steel Manufacturing |
|
|
Corporate & Other |
|
|
I/C Eliminations |
|
|
Total |
|
|
Retail-Entertainment |
|
|
Retail-Flooring |
|
|
Flooring Manufacturing |
|
|
Steel Manufacturing |
|
|
Corporate & Other |
|
|
I/C Eliminations |
|
|
Total |
|
||||||||||||||
Revenue |
|
$ |
44,826 |
|
|
$ |
45,535 |
|
|
$ |
59,146 |
|
|
$ |
64,406 |
|
|
$ |
11 |
|
|
$ |
(2,481 |
) |
|
$ |
211,443 |
|
|
$ |
39,740 |
|
|
$ |
59,146 |
|
|
$ |
60,451 |
|
|
$ |
64,774 |
|
|
$ |
62 |
|
|
$ |
(5,652 |
) |
|
$ |
218,521 |
|
Cost of Revenue |
|
|
18,971 |
|
|
|
30,455 |
|
|
|
43,788 |
|
|
|
50,863 |
|
|
|
7 |
|
|
|
(2,574 |
) |
|
|
141,510 |
|
|
|
16,789 |
|
|
|
37,928 |
|
|
|
45,899 |
|
|
|
52,179 |
|
|
|
8 |
|
|
|
(4,792 |
) |
|
|
148,011 |
|
Gross Profit |
|
|
25,855 |
|
|
|
15,080 |
|
|
|
15,358 |
|
|
|
13,543 |
|
|
|
4 |
|
|
|
93 |
|
|
|
69,933 |
|
|
|
22,951 |
|
|
|
21,218 |
|
|
|
14,552 |
|
|
|
12,595 |
|
|
|
54 |
|
|
|
(860 |
) |
|
|
70,510 |
|
General and Administrative Expense |
|
|
17,498 |
|
|
|
22,643 |
|
|
|
3,502 |
|
|
|
9,300 |
|
|
|
2,101 |
|
|
|
479 |
|
|
|
55,523 |
|
|
|
16,735 |
|
|
|
25,792 |
|
|
|
3,963 |
|
|
|
8,959 |
|
|
|
2,943 |
|
|
|
— |
|
|
|
58,392 |
|
Selling and Marketing Expense |
|
|
374 |
|
|
|
724 |
|
|
|
7,562 |
|
|
|
283 |
|
|
|
12 |
|
|
|
— |
|
|
|
8,955 |
|
|
|
311 |
|
|
|
340 |
|
|
|
8,352 |
|
|
|
250 |
|
|
|
11 |
|
|
|
— |
|
|
|
9,264 |
|
Impairment Expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
4,013 |
|
|
|
— |
|
|
|
— |
|
|
|
4,013 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Operating Income (Loss) |
|
$ |
7,983 |
|
|
$ |
(8,287 |
) |
|
$ |
4,294 |
|
|
$ |
(53 |
) |
|
$ |
(2,109 |
) |
|
$ |
(386 |
) |
|
$ |
1,442 |
|
|
$ |
5,905 |
|
|
$ |
(4,914 |
) |
|
$ |
2,237 |
|
|
$ |
3,386 |
|
|
$ |
(2,900 |
) |
|
$ |
(860 |
) |
|
$ |
2,854 |
|
Retail-Entertainment Segment
Retail-Entertainment segment revenue for the six months ended March 31, 2026 was $44.8 million, an increase of approximately $5.1 million, or 12.8%, compared to $39.7 million in the prior-year period. The revenue growth was driven by strong consumer demand across all product lines. Gross margin for the six months ended March 31, 2026 was 57.7%, essentially flat compared to 57.8% in the prior-year period. Operating income for the six months ended March 31, 2026 was $8.0 million compared to $5.9 million in the prior-year period. Strong revenue growth and disciplined management of general and administrative expenses drove continued improvement in operating results.
Retail-Flooring Segment
Retail Flooring segment revenue for the six months ended March 31, 2026 was $45.5 million, a decrease of approximately $13.6 million, or 23.0%, compared to $59.1 million in the prior-year period. The decline was primarily driven by lower retail and contractor sales due to the continued headwinds in the new-home construction and home-refurbishment markets. Gross margin for the six months ended March 31, 2026 was 33.1%, compared to 35.9% in the prior-year period. The decrease in gross margin was primarily due to a less favorable overall product mix. Operating loss for the six months ended March 31, 2026 was $8.3 million, compared to an operating loss of $4.9 million in the prior-year period. The increase in operating loss was driven mainly by lower revenue and gross margin, partially offset by reduced operating expenses resulting from cost-reduction initiatives implemented during fiscal year 2025.
Flooring Manufacturing Segment
Flooring Manufacturing segment revenue for the six months ended March 31, 2026 was $59.1 million, a decrease of approximately $1.3 million, or 2.2%, compared to $60.5 million in the prior-year period. The decline was primarily attributable to reduced demand in the new-home construction and home-refurbishment markets. Net of intercompany eliminations, revenue increased approximately $1.3 million compared to the prior‑year period. Gross margin for the six months ended March 31, 2026 increased to 26.0% from 24.1% in the prior‑year period, primarily due to improved manufacturing efficiency. Operating income for the six months ended March 31, 2026, was $4.3 million, an increase of 92.0%, compared to $2.2 million for the prior-year period. The improvement in operating income reflects the combined impact of higher gross margins and the ongoing benefits of cost‑reduction actions implemented across the segment.
Steel Manufacturing Segment
Steel Manufacturing segment revenue for the six months ended March 31, 2026 was $64.4 million, a decrease of approximately $0.4 million, or 0.6%, compared to $64.8 million in the prior-year period. The decline in revenue was primarily attributable to lower sales in the metal forming, assembly, and finishing solutions business, partially offset by increased sales volumes in the fabricated, hardened wear, and tool and die businesses. Net of intercompany sales eliminations, revenue increased approximately $0.2 million compared to the prior-year period. Gross margin increased to 21.0% for the six months ended March 31, 2026, compared to 19.4% for the prior-year period. The increase in gross margin was primarily due to a more favorable sales mix. Operating loss for the six months ended March 31, 2026 was $50,000, compared to operating income of $3.4 million in the prior-year period, a decrease of approximately $3.3 million driven primarily by a non-cash goodwill impairment charge of approximately $4.0 million related to PMW.
Corporate and Other Segment
Corporate and Other segment operating loss was $2.1 million and $2.9 million for the six months ended March 31, 2026, and 2025, respectively. The reduction in operating loss was primarily attributable to lower corporate expenses, including compensation and professional fees.
Adjusted EBITDA Reconciliation
The following table presents a reconciliation of net income to Adjusted EBITDA for the three and six months ended March 31, 2026 and 2025 (in 000's):
|
|
For the Three Months Ended |
|
|
For the Six Months Ended |
|
||||||||||
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||||
Net income (loss) |
|
$ |
(2,448 |
) |
|
$ |
15,866 |
|
|
$ |
(2,512 |
) |
|
$ |
16,358 |
|
Depreciation and amortization |
|
|
3,920 |
|
|
|
4,401 |
|
|
|
7,846 |
|
|
|
8,816 |
|
Stock-based compensation |
|
|
49 |
|
|
|
49 |
|
|
|
100 |
|
|
|
100 |
|
Interest expense, net |
|
|
3,892 |
|
|
|
3,933 |
|
|
|
7,453 |
|
|
|
8,095 |
|
Income tax expense (benefit) |
|
|
(2,147 |
) |
|
|
5,237 |
|
|
|
(2,172 |
) |
|
|
5,318 |
|
Gain on extinguishment of debt |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(713 |
) |
Gain on modification of seller note |
|
|
— |
|
|
|
(22,784 |
) |
|
|
— |
|
|
|
(22,784 |
) |
Gain on settlement of earnout liability |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,840 |
) |
Impairment of goodwill |
|
|
4,013 |
|
|
|
— |
|
|
|
4,013 |
|
|
|
— |
|
Employee Retention Credit |
|
|
(1,400 |
) |
|
|
— |
|
|
|
(1,400 |
) |
|
|
— |
|
Debt acquisition costs |
|
|
— |
|
|
|
— |
|
|
|
59 |
|
|
|
— |
|
Other non-recurring charges |
|
|
(1 |
) |
|
|
(256 |
) |
|
|
286 |
|
|
|
(159 |
) |
Adjusted EBITDA |
|
$ |
5,878 |
|
|
$ |
6,446 |
|
|
$ |
13,673 |
|
|
$ |
12,191 |
|
Adjusted EBITDA for the quarter ended March 31, 2026 was approximately $5.9 million, a decrease of approximately $0.6 million, or 8.8%, compared to the prior-year period. The decrease is primarily due to a decrease in gross profit, as discussed above.
Adjusted EBITDA for the six months ended March 31, 2026 was approximately $13.7 million, an increase of approximately $1.5 million, or 12.2%, compared to the prior-year period. The increase is primarily due to a decrease in operating expenses.
Liquidity and Capital Resources
As of March 31, 2026, we had total cash on hand of approximately $15.2 million and approximately $24.6 million of available borrowing under our revolving credit facilities. 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.
During the three months ended March 31, 2026, the Company determined that PMW was in default of the Fixed Charge Coverage Ratio (“FCCR”) covenant under the credit agreement governing its Revolving Credit Facility. As a result of this default, the lender has the right to accelerate the obligations and declare all amounts outstanding under the Revolving Credit Facility and Fifth Third M&E Loan immediately due and payable. On March 24, 2026, PMW entered into a Forbearance Agreement and Fifth Amendment to its Revolving Credit Facility with Fifth Third Bank. Under the agreement, Fifth Third Bank agreed to abstain from exercising its rights and remedies with respect to certain existing events of default through June 15, 2026. The forbearance is subject to customary conditions, including, among other things, the requirement that PMW (i) deliver an executed commitment letter for a replacement credit facility sufficient to refinance the outstanding obligations in full by March 31, 2026, and PMW has executed and delivered the required commitment letter, and (ii) provide evidence of a fully committed refinancing by May 31, 2026, with closing to occur no later than June 15, 2026. As of March 31, 2026, all of PMW’s outstanding long‑term debt obligations, totaling approximately $10.5 million, have been reclassified to current liabilities. As of March 31, 2026 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $7.3 million and $7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $3.2 million and $3.6 million, respectively.
Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities, and funds available under our asset-based revolver lines of credit will provide sufficient liquidity to do the following: fund our operations; pay our scheduled loan payments; ability to repurchase shares under our share buyback program; and, pay dividends on our shares of Series E Preferred Stock as declared by the Board of Directors, for at least the next 12 months.
Working Capital
We had working capital of approximately $74.4 million as of March 31, 2026, as compared to working capital of approximately $62.1 million as of September 30, 2025; an increase of approximately $12.3 million. The increase was primarily driven by an aggregate decrease in current liabilities of approximately $6.0 million, reflecting reductions in the current portion of long‑term debt and income taxes payable. These changes were partially offset by an aggregate increase in current assets of approximately $6.3 million, driven by increases in cash and inventories.
Cash Flows from Operating Activities
The Company’s cash, as of March 31, 2026, was approximately $15.2 million compared to approximately $8.8 million as of September 30, 2025, an increase of approximately $6.4 million. Net cash provided by operations was approximately $7.1 million and $9.6 million for the six months ended March 31, 2026 and 2025, respectively. The decrease was primarily driven by an increase in inventory levels to support operational demand, which represented a use of cash compared to the prior period. Operating cash flows were also unfavorably impacted by an increase in income taxes receivable resulting from the timing of tax payments relative to expense accruals. These uses of cash were partially offset by a favorable change in accrued liabilities, reflecting the timing of accrued obligations, as well as a normalization of vendor payment timing in accounts payable compared to the prior period.
Our primary sources of cash inflows are from customer receipts from sales on account and factored accounts receivable proceeds. Our most significant cash outflows include payments for raw materials and general operating expenses, including payroll costs and general and administrative expenses that typically occur within close proximity of expense recognition.
Cash Flows from Investing Activities
Our cash flows used in investing activities of approximately $3.3 million for the six months ended March 31, 2026 consisted of purchases of property and equipment. Our cash flows used in investing activities of approximately $4.3 million for the six months ended March 31, 2025 consisted of the acquisitions of CRO by Flooring Liquidators, and Johnson by CRO, and purchases of property and equipment.
Cash Flows from Financing Activities
Our cash flows provided by financing activities of approximately $2.5 million during the six months ended March 31, 2026 consisted of proceeds from the issuance of notes payable of approximately $9.8 million and net borrowings under revolver loans, partially offset by payments on notes payable of approximately $8.3 million, payments for finance leases of approximately $2.1 million, payments for debt issuance costs of approximately $0.9 million, and payments on related party seller notes of approximately $140,000.
Our cash flows used in financing activities of approximately $3.0 million during the six months ended March 31, 2025 consisted of payments on notes payable of approximately $3.4 million, payments for finance leases of approximately $2.0 million, cash paid for the settlement of seller notes of approximately $1.9 million, net borrowings under revolver loans of approximately $1.3 million, payments of related party notes payable of $0.6 million, and purchases of treasury stock of approximately $0.4 million, partially offset by net borrowings under related party revolver loans of approximately $4.3 million, proceeds from the issuance related party notes payable of approximately $1.9 million, and proceeds from the issuance of notes payable of approximately $0.5 million.
Currently, we are not issuing common shares for liquidity purposes. We prefer to use asset-based lending arrangements and mezzanine financing together with Company provided capital to finance acquisitions and have done so historically. Occasionally, as our Company history has demonstrated, we will issue stock and derivative instruments linked to stock for services or debt settlement.
Future Sources of Cash; New Products and Services
We may require additional debt financing 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 by us may further dilute or otherwise impair the ownership interest of our existing stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of March 31, 2026, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required. We do not believe we are subject to other forms of market risk, such as foreign currency exchange risk or 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, as of March 31, 2026, we concluded that the Company's disclosure, controls, and procedures were effective.
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.
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all errors 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: judgments 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.
Our management assessed the design and effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, as of March 31, 2026, our management concluded that our internal controls over financial reporting were effective.
There were no changes in our internal control over financial reporting that occurred during the six months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The information in response to this item is included in Note 16, Commitments and Contingencies, to the Consolidated Financial Statements included in Part I, Item 1, of this Form 10-Q. Please also refer to “Item 3. Legal Proceedings” in our 2025 Form 10-K for information regarding material pending legal proceedings. Except as set forth herein and therein, there have been no new material legal proceedings and no material developments in the legal proceedings previously disclosed.
None.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 4, 2024, the Company announced a $10 million common stock repurchase program, which was amended on June 2, 2025 to extend its term through May 31, 2028, unless extended, canceled, or modified by the Company's Board of Directors. During the six months ended March 31, 2026, the Company made no repurchases. As of March 31, 2026, the maximum amount that may be purchased by the Company under the announced Plan was approximately $9.5 million.
ITEM 3. Defaults Upon Senior Securities
During the three months ended March 31, 2026, the Company determined that PMW was in default of the Fixed Charge Coverage Ratio (“FCCR”) covenant under the credit agreement governing its Revolving Credit Facility. As a result of this default, the lender has the right to accelerate the obligations and declare all amounts outstanding under the Revolving Credit Facility and Fifth Third M&E Loan immediately due and payable. On March 24, 2026, PMW entered into a Forbearance Agreement and Fifth Amendment to its Revolving Credit Facility with Fifth Third Bank. Under the agreement, Fifth Third Bank agreed to abstain from exercising its rights and remedies with respect to certain existing events of default through June 15, 2026. The forbearance is subject to customary conditions, including, among other things, the requirement that PMW (i) deliver an executed commitment letter for a replacement credit facility sufficient to refinance the outstanding obligations in full by March 31, 2026, and PMW has executed and delivered the required commitment letter, and (ii) provide evidence of a fully committed refinancing by May 31, 2026, with closing to occur no later than June 15, 2026. As of March 31, 2026, all of PMW’s outstanding long‑term debt obligations, totaling approximately $10.5 million, have been reclassified to current liabilities. As of March 31, 2026 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $7.3 million and $7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $3.2 million and $3.6 million, respectively.
ITEM 4. Mine Safety Disclosures
None.
The following exhibits are filed with or incorporated by reference into this Quarterly Report.
Exhibit Number |
|
Exhibit Description |
|
Form |
|
File Number |
|
Exhibit Number |
|
Filing Date |
3.1 |
|
|
8-K |
|
001-33937 |
|
3.1 |
|
08/15/07 |
|
3.2 |
|
|
8-K |
|
001-33937 |
|
3.1 |
|
09/07/10 |
|
3.3 |
|
|
8-K |
|
001-33937 |
|
3.1 |
|
03/11/13 |
|
3.4 |
|
|
10-Q |
|
001-33937 |
|
3.1 |
|
02/14/14 |
|
3.5 |
|
|
8-K |
|
001-33937 |
|
3.1.4 |
|
10/08/15 |
|
3.6 |
|
|
8-K |
|
001-33937 |
|
3.1.5 |
|
11/25/16 |
|
3.7 |
|
|
10-K |
|
001-33937 |
|
3.1.6 |
|
12/29/16 |
|
3.8 |
|
|
10-Q |
|
001-33937 |
|
3.8 |
|
08/14/18 |
|
10.145 |
|
|
8-K |
|
001-33937 |
|
10.145 |
|
04/08/26 |
|
10.146 |
* |
|
|
|
|
|
|
|
|
|
31.1 |
* |
|
|
|
|
|
|
|
|
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31.2 |
* |
|
|
|
|
|
|
|
|
|
32.1 |
* |
|
|
|
|
|
|
|
|
|
32.2 |
* |
|
|
|
|
|
|
|
|
|
101.INS |
* |
Inline XBRL Instance Document |
|
|
|
|
|
|
|
|
101.SCH |
* |
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
|
101.CAL |
* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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|
|
|
|
|
|
|
101.DEF |
* |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
101.LAB |
* |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
|
101.PRE |
* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
|
|
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|
|
|
|
|
_________________________
* |
Filed herewith |
† |
Indicates a management contract or compensatory plan or arrangement. |
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: May 14, 2026 |
/s/ Jon Isaac |
|
President and Chief Executive Officer |
|
(Principal Executive Officer) |
|
|
Dated: May 14, 2026 |
/s/ David Verret |
|
Chief Financial Officer |
|
(Principal Financial Officer) |
48