LAS VEGAS, NV / ACCESS Newswire / September 17, 2025 / Not long ago, Live Ventures (NASDAQ:LIVE) was a company defined by its potential rather than its performance. Losses in the millions raised eyebrows, and skeptics wondered whether its holding-company strategy could ever translate into more than lofty ambition. ...

Core Viewpoint - Live Ventures Incorporated has reported a significant turnaround in the performance of its subsidiary, Flooring Liquidators, achieving positive EBITDA for four consecutive months and projecting record growth for Fiscal Year 2026 [1][2]. Group 1: Company Performance - Flooring Liquidators, acquired in fiscal year 2023, had faced 24 consecutive months of losses prior to the new leadership [2]. - The company achieved its first year-over-year revenue increase in July 2025, marking a pivotal recovery [2]. - Flooring Liquidators is projected to experience strong profitability and record growth in Fiscal Year 2026 [2]. Group 2: Leadership and Strategy - The turnaround is attributed to CEO Chris Nichols and his new leadership team, who implemented key initiatives to improve performance [2][3]. - Key initiatives include cost containment through automation, AI, and vendor-direct sourcing, which have enhanced operational efficiency [3]. - The company has improved delivery times to three days, a significant competitive advantage in the industry [4]. Group 3: Operational Improvements - Changes in inventory management have been made to address inefficiencies, such as optimizing delivery logistics [4]. - Individual store accountability has been enhanced, allowing for better oversight and performance comparison among stores [5]. - The product mix has been improved, with private label products increasing from 12% to 25% of total offerings, driving higher margins [5]. Group 4: Workforce and Culture - The success of the turnaround is also credited to the talent and dedication of Flooring Liquidators' workforce and management team [5]. - The company emphasizes the importance of professional services and expertise in driving sales, highlighting the role of its employees in the recovery [5]. Group 5: Future Outlook - Live Ventures plans aggressive expansion for Flooring Liquidators, with the potential for over one hundred new stores in the coming decade [5].

Core Viewpoint - Live Ventures Incorporated is launching a strategic campaign to enhance communication with stakeholders, aiming to strengthen its brand and stimulate growth opportunities [1][3]. Group 1: Company Overview - Live Ventures Incorporated (Nasdaq: LIVE) is a diversified holding company focused on value-oriented acquisitions of domestic middle-market companies [4]. - The company's acquisition strategy is sector-agnostic, targeting firms with stable cash flows and strong market positions [4]. - Current portfolio includes companies in various industries such as textile, flooring, tools, steel, and entertainment [4]. Group 2: Strategic Partnership - The company has partnered with Brandsinger LLC, a branding and communications consultancy based in New York City, to enhance its branding efforts [2][3]. - Brandsinger, founded in 2008 by Claude Singer, has a history of working with well-known financial institutions and private equity firms [2][5]. - The partnership aims to leverage Brandsinger's expertise to sharpen strategy, build transparency, and amplify the value of portfolio companies [3]. Group 3: Campaign Objectives - The newly announced campaign will encompass investor relations, public relations, employee communications, and community outreach [3]. - The initiative is designed to strengthen the corporate narrative, elevate communications across the portfolio, and enhance transparency for all stakeholders [3]. - The campaign reflects the company's commitment to building durable and recognizable portfolio brands that support long-term shareholder value [3].

[FORM 10-Q Cover Page](index=1&type=section&id=FORM%2010-Q%20Cover%20Page) [Registrant Information](index=1&type=section&id=Registrant%20Information) Live Ventures Incorporated is a Nevada corporation, with its principal executive offices in Las Vegas, Nevada - Registrant: **Live Ventures Incorporated**, Nevada corporation[1](index=1&type=chunk)[2](index=2&type=chunk) [Securities and Filing Status](index=1&type=section&id=Securities%20and%20Filing%20Status) The company's common stock trades on the Nasdaq Capital Market under the symbol "LIVE", and it is classified as a non-accelerated filer and a smaller reporting company Securities and Filing Status | Indicator | Status | | :--- | :--- | | Trading Symbol | LIVE | | Exchange | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) | | Filer Status | Non-accelerated filer, Smaller reporting company | | Common Stock Outstanding (Aug 1, 2025) | 3,071,656 shares | [INDEX TO FORM 10-Q FILING](index=3&type=section&id=INDEX%20TO%20FORM%2010-Q%20FILING) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section provides the table of contents for the Form 10-Q filing, detailing the structure of the financial information (Part I) and other information (Part II) for the three and nine months ended June 30, 2025 - The report includes financial statements, management's discussion and analysis, market risk disclosures, controls and procedures, legal proceedings, risk factors, equity sales, debt defaults, mine safety, other information, and exhibits[5](index=5&type=chunk)[6](index=6&type=chunk) [PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Live Ventures Incorporated, including the balance sheets, income statements, cash flow statements, and statements of changes in stockholders' equity, along with comprehensive notes for the periods ended June 30, 2025 and 2024 - Financial statements are unaudited and prepared in accordance with U.S. GAAP for interim financial information, including normal recurring adjustments[8](index=8&type=chunk)[18](index=18&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The company's total assets decreased by approximately **$20.1 million** from September 30, 2024, to June 30, 2025, primarily due to reductions in trade receivables, inventories, and property and equipment, while total liabilities also decreased significantly, leading to an increase in total stockholders' equity Condensed Consolidated Balance Sheets (Selected Data, in thousands) | Metric | June 30, 2025 (Unaudited) | September 30, 2024 | Change (vs. Sep 30, 2024) | | :--- | :--- | :--- | :--- | | Total Assets | $387,464 | $407,547 | $(20,083) | | Total Liabilities | $293,207 | $334,658 | $(41,451) | | Total Stockholders' Equity | $94,257 | $72,889 | $21,368 | | Cash | $7,625 | $4,601 | $3,024 | | Trade receivables, net | $39,038 | $46,861 | $(7,823) | | Inventories, net | $120,456 | $126,350 | $(5,894) | | Total current liabilities | $103,256 | $129,659 | $(26,403) | [Condensed Consolidated Statements of Income (Loss)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20(Loss)) For the three months ended June 30, 2025, the company reported a net income of **$5.4 million**, a significant improvement from a net loss of **$2.9 million** in the prior-year period, despite a decrease in revenue, driven by improved gross profit margin and reduced operating expenses; for the nine months, net income was **$21.7 million**, reversing a **$6.8 million** loss YoY, also due to improved margins and other income Condensed Consolidated Statements of Income (Loss) (Selected Data, in thousands, except per-share amounts) | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Jun 30, 2025 | 9 Months Ended Jun 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenue | $112,530 | $123,878 | $331,051 | $360,097 | | Gross profit | $38,287 | $37,045 | $108,797 | $108,839 | | Operating income | $8,003 | $1,131 | $10,857 | $3,834 | | Net income (loss) | $5,388 | $(2,855) | $21,746 | $(6,818) | | Basic EPS | $1.75 | $(0.91) | $7.01 | $(2.16) | | Diluted EPS | $1.24 | $(0.91) | $4.97 | $(2.16) | - Significant other income for the nine months ended June 30, 2025, included a **$22.8 million** gain on modification of seller note and a **$2.8 million** gain on settlement of earnout liability[11](index=11&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended June 30, 2025, net cash provided by operating activities increased significantly to **$21.9 million** from **$13.9 million** YoY, driven by higher net income and improved working capital management, while cash used in investing activities decreased, and cash used in financing activities increased due to net debt payments Condensed Consolidated Statements of Cash Flows (Selected Data, in thousands) | Cash Flow Activity | 9 Months Ended Jun 30, 2025 | 9 Months Ended Jun 30, 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $21,908 | $13,877 | $8,031 | | Net cash used in investing activities | $(5,753) | $(18,002) | $12,249 | | Net cash (used in) provided by financing activities | $(13,131) | $4,527 | $(17,658) | | Change in cash | $3,024 | $402 | $2,622 | | Cash, end of period | $7,625 | $4,711 | $2,914 | - Investing activities in 2024 included several acquisitions (CRO, Johnson, Midwest Grinding, Central Steel), which were not present in 2025[13](index=13&type=chunk) - Financing activities in 2025 included significant net payments on revolver loans and other notes, partially offset by related party borrowings[13](index=13&type=chunk) [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) Total stockholders' equity increased from **$72.9 million** at September 30, 2024, to **$94.3 million** at June 30, 2025, primarily due to net income and an in-substance distribution related to a convertible debt amendment, partially offset by treasury stock repurchases Condensed Consolidated Statements of Changes in Stockholders' Equity (Selected Data, in thousands) | Metric | Sep 30, 2024 | Jun 30, 2025 | Change | | :--- | :--- | :--- | :--- | | Total Stockholders' Equity | $72,889 | $94,257 | $21,368 | | Retained Earnings | $12,274 | $28,064 | $15,790 | | Paid in Capital | $69,692 | $75,798 | $6,106 | | Treasury Stock Common | $(9,072) | $(9,600) | $(528) | - An "In-Substance Distribution" of **$5.956 million** was recorded, increasing Paid-In Capital and decreasing Retained Earnings, related to the ICG Revolving Promissory Note amendment[15](index=15&type=chunk)[98](index=98&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed disclosures on the company's accounting policies, significant transactions, and financial instrument balances, offering context to the condensed consolidated financial statements - The notes are an integral part of the condensed consolidated financial statements and provide additional information on the company's financial position, results of operations, and cash flows[16](index=16&type=chunk) [Note 1: Background and Basis of Presentation](index=10&type=section&id=Note%201%3A%20Background%20and%20Basis%20of%20Presentation) Live Ventures Incorporated is a diversified holding company with five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other, and the interim financial statements are unaudited and prepared in accordance with U.S. GAAP - Live Ventures is a diversified holding company focused on value-oriented acquisitions of domestic middle-market companies[17](index=17&type=chunk) - The company operates in five segments: Retail-Entertainment (Vintage Stock), Retail-Flooring (Flooring Liquidators), Flooring Manufacturing (Marquis Industries), Steel Manufacturing (Precision Marshall, Kinetic, PMW, Central Steel), and Corporate and Other[17](index=17&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=10&type=section&id=Note%202%3A%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting policies, including principles of consolidation, use of estimates, and revenue recognition methods across different segments, and also discusses recently issued accounting pronouncements and their potential impact - Financial statements are prepared using U.S. GAAP, requiring management estimates for areas like inventory reserves, goodwill impairment, and deferred tax assets[18](index=18&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) [Principles of Consolidation](index=10&type=section&id=Principles%20of%20Consolidation) All intercompany accounts and transactions are eliminated in consolidation - All intercompany accounts and transactions are eliminated in consolidation[19](index=19&type=chunk) [Reclassifications](index=10&type=section&id=Reclassifications) Prior period reclassifications had no material effect on financial results - Prior period reclassifications had no material effect on financial results[20](index=20&type=chunk) [Use of Estimates](index=10&type=section&id=Use%20of%20Estimates) Significant estimates include reserves for obsolete inventory, fair values for goodwill and intangibles, valuation allowances for deferred tax assets, and useful lives for intangible assets - Significant estimates include reserves for obsolete inventory, fair values for goodwill and intangibles, valuation allowances for deferred tax assets, and useful lives for intangible assets[21](index=21&type=chunk)[22](index=22&type=chunk) [Revenue Recognition](index=11&type=section&id=Revenue%20Recognition) Revenue recognition follows ASC Topic 606, applying a five-step model, with retail-entertainment and manufacturing segments recognizing revenue at point-in-time, and retail-flooring recognizing installation services over time - Revenue recognition follows ASC Topic 606, applying a five-step model[23](index=23&type=chunk) - Retail-Entertainment and Manufacturing segments recognize revenue at point-in-time; Retail-Flooring recognizes installation services over time[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) [Recently Issued Accounting Pronouncements](index=11&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) The company is evaluating the impact of ASU 2023-07 (Segment Reporting), ASU 2023-09 (Income Tax Disclosures), and ASU 2024-03 (Expense Disaggregation) - Evaluating impact of ASU 2023-07 (Segment Reporting), ASU 2023-09 (Income Tax Disclosures), and ASU 2024-03 (Expense Disaggregation)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) [Note 3: Acquisitions](index=12&type=section&id=Note%203%3A%20Acquisitions) This note details the acquisitions made by the company, including Midwest Grinding, Central Steel, Johnson, and CRO, outlining the total consideration, purchase price allocation, and any related financial transactions like sale and leaseback - The company completed several acquisitions in 2023-2024, expanding its Steel Manufacturing and Retail-Flooring segments[33](index=33&type=chunk)[35](index=35&type=chunk)[41](index=41&type=chunk)[44](index=44&type=chunk) [Acquisition of Midwest Grinding](index=12&type=section&id=Acquisition%20of%20Midwest%20Grinding) The acquisition of Midwest Grinding on June 10, 2024, involved a total purchase price of **$1.0 million**, with acquired assets totaling **$1.0 million** and no goodwill recognized Midwest Grinding Acquisition (June 10, 2024, in $000's) | Item | Amount | | :--- | :--- | | Total purchase price | $1,000 | | Total assets acquired | $1,001 | | Total goodwill | $0 | [Acquisition of Central Steel](index=12&type=section&id=Acquisition%20of%20Central%20Steel) The Central Steel acquisition on May 15, 2024, involved **$13.9 million** in consideration, with **$12.4 million** in acquired assets and **$2.9 million** in goodwill, alongside a failed sale and leaseback transaction Central Steel Acquisition (May 15, 2024, in $000's) | Item | Amount | | :--- | :--- | | Total consideration | $13,880 | | Total assets acquired | $12,407 | | Total goodwill | $2,906 | - A simultaneous sale and leaseback transaction for a Central Steel property was classified as a failed financing transaction, generating **$7.9 million** in proceeds[37](index=37&type=chunk)[38](index=38&type=chunk) [Acquisition of Johnson](index=14&type=section&id=Acquisition%20of%20Johnson) The Johnson acquisition on November 30, 2023, for **$2.0 million** resulted in a **$0.3 million** loss on disposition when the business was sold on May 24, 2024 Johnson Acquisition & Disposition (in $000's) | Item | Acquisition (Nov 30, 2023) | Disposition (May 24, 2024) | | :--- | :--- | :--- | | Total consideration | $2,001 | N/A | | Total goodwill | $0 | N/A | | Loss on disposition | N/A | $(301) | [Acquisition of CRO](index=15&type=section&id=Acquisition%20of%20CRO) The CRO acquisition on October 13, 2023, involved **$1.4 million** in consideration, with **$3.4 million** in acquired assets and **$0.1 million** in goodwill CRO Acquisition (October 13, 2023, in $000's) | Item | Amount | | :--- | :--- | | Total consideration | $1,423 | | Total assets acquired | $3,402 | | Total goodwill | $89 | [Note 4: Inventory](index=16&type=section&id=Note%204%3A%20Inventory) Total net inventory decreased by **$5.9 million** from September 30, 2024, to June 30, 2025, primarily due to reductions in raw materials and merchandise, partially offset by an increase in work in progress, and inventory reserves increased by **$1.9 million** Inventory, Net (in $000's) | Category | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Raw materials | $29,404 | $31,994 | $(2,590) | | Work in progress | $8,872 | $7,581 | $1,291 | | Finished goods | $49,925 | $49,264 | $661 | | Merchandise | $40,600 | $43,935 | $(3,335) | | Total inventory, net | $120,456 | $126,350 | $(5,894) | | Inventory reserves | $(8,345) | $(6,424) | $(1,921) | [Note 5: Property and Equipment](index=17&type=section&id=Note%205%3A%20Property%20and%20Equipment) Net property and equipment decreased by **$4.2 million** from September 30, 2024, to June 30, 2025, mainly due to accumulated depreciation exceeding additions, with depreciation expense for the nine months ended June 30, 2025, at **$9.6 million** Property and Equipment, Net (in $000's) | Category | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total property and equipment, at cost | $134,188 | $130,619 | $3,569 | | Less: Accumulated depreciation | $(55,503) | $(47,750) | $(7,753) | | Total property and equipment, net | $78,685 | $82,869 | $(4,184) | - Depreciation expense for the nine months ended June 30, 2025, was **$9.6 million**, up from **$9.2 million** in the prior-year period[48](index=48&type=chunk) [Note 6: Leases](index=17&type=section&id=Note%206%3A%20Leases) As of June 30, 2025, operating lease right-of-use assets were **$55.2 million** (9.5-year term, 9.8% discount rate), and finance lease right-of-use assets were **$25.1 million** (26.4-year term, 11.3% discount rate) Lease Assets and Liabilities (in $000's) | Category | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Right of use asset - operating leases | $55,168 | $55,701 | | Current lease obligations - operating | $12,385 | $12,885 | | Long term lease obligations - operating | $47,457 | $50,111 | | Current lease obligations - finance | $562 | $368 | | Long term lease obligations - finance | $42,265 | $41,677 | - Weighted average remaining lease term for operating leases is **9.5 years** (discount rate **9.8%**); for finance leases, it is **26.4 years** (discount rate **11.3%**)[50](index=50&type=chunk)[51](index=51&type=chunk) [Note 7: Intangibles](index=19&type=section&id=Note%207%3A%20Intangibles) Net intangible assets decreased by **$3.8 million** from September 30, 2024, to June 30, 2025, primarily due to accumulated amortization, with amortization expense for the nine months ended June 30, 2025, at **$3.8 million** Intangible Assets, Net (in $000's) | Category | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total intangible assets, at cost | $33,285 | $34,485 | $(1,200) | | Less: Accumulated amortization | $(11,949) | $(9,382) | $(2,567) | | Total intangibles, net | $21,336 | $25,103 | $(3,767) | - Amortization expense for the nine months ended June 30, 2025, was **$3.8 million**, up from **$3.7 million** in the prior-year period[53](index=53&type=chunk) [Note 8: Goodwill](index=19&type=section&id=Note%208%3A%20Goodwill) Goodwill remained stable at **$61.2 million** across all segments from September 30, 2024, to June 30, 2025 Goodwill by Segment (in $000's) | Segment | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Retail - Entertainment | $36,947 | $36,947 | | Retail - Flooring | $13,451 | $13,451 | | Flooring Manufacturing | $807 | $807 | | Steel Manufacturing | $9,947 | $9,947 | | Total Goodwill | $61,152 | $61,152 | [Note 9: Accrued Liabilities](index=20&type=section&id=Note%209%3A%20Accrued%20Liabilities) Total accrued liabilities slightly decreased by **$0.5 million** from September 30, 2024, to June 30, 2025, with notable changes in accrued payroll and bonuses (decrease) and other accrued expenses (increase) Accrued Liabilities (in $000's) | Category | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Accrued payroll and bonuses | $7,286 | $8,125 | $(839) | | Accrued inventory | $5,471 | $6,722 | $(1,251) | | Accrued expenses - other | $6,582 | $4,489 | $2,093 | | Total accrued liabilities | $31,232 | $31,740 | $(508) | [Note 10: Long-Term Debt](index=20&type=section&id=Note%2010%3A%20Long-Term%20Debt) Total long-term debt, net of current portion, decreased by **$3.2 million** from September 30, 2024, to June 30, 2025, primarily due to reductions in revolver loans and current portion of long-term debt, and the company was in compliance with all loan covenants as of June 30, 2025 Long-Term Debt (in $000's) | Category | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total notes payable | $84,028 | $99,237 | $(15,209) | | Net amount | $83,586 | $98,810 | $(15,224) | | Current portion | $(31,838) | $(43,816) | $11,978 | | Total long-term debt | $51,748 | $54,994 | $(3,246) | - The company was in compliance with all loan covenants as of June 30, 2025[76](index=76&type=chunk) [Bank of America Revolver Loan](index=20&type=section&id=Bank%20of%20America%20Revolver%20Loan) The Bank of America Revolver Loan balance decreased from **$17.6 million** at September 30, 2024, to **$14.6 million** at June 30, 2025 BofA Revolver Loan Balance (in $000's) | Date | Balance | | :--- | :--- | | June 30, 2025 | $14,600 | | September 30, 2024 | $17,600 | [Loan with Fifth Third Bank (Precision Marshall)](index=22&type=section&id=Loan%20with%20Fifth%20Third%20Bank%20(Precision%20Marshall)) Loans with Fifth Third Bank for Precision Marshall included a **$21.9 million** revolving loan, a **$1.5 million** M&E term note, a **$2.3 million** Kinetic Term Loan 1, and a **$1.8 million** Capex loan as of June 30, 2025 Fifth Third Bank Loans (Precision Marshall, in $000's) | Loan Type | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Revolving loan | $21,900 | $21,300 | | Original M&E term note | $1,500 | $1,800 | | Kinetic Term Loan 1 | $2,300 | $2,700 | | Capex loan | $1,800 | $1,600 | [Eclipse Business Capital Loans](index=22&type=section&id=Eclipse%20Business%20Capital%20Loans) Eclipse Business Capital loans included a **$7.2 million** revolver and a **$1.2 million** M&E loan as of June 30, 2025, both showing decreases from September 30, 2024 Eclipse Business Capital Loans (in $000's) | Loan Type | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Eclipse Revolver | $7,200 | $9,300 | | Eclipse M&E loan | $1,200 | $1,800 | [Loan with Fifth Third Bank (PMW)](index=22&type=section&id=Loan%20with%20Fifth%20Third%20Bank%20(PMW)) Loans with Fifth Third Bank for PMW included a **$7.2 million** revolver and a **$3.6 million** M&E loan as of June 30, 2025, both showing decreases from September 30, 2024 Fifth Third Bank Loans (PMW, in $000's) | Loan Type | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Fifth Third Revolver | $7,200 | $10,100 | | Fifth Third M&E Loan | $3,600 | $4,100 | [Bank Midwest Revolver Loan](index=23&type=section&id=Bank%20Midwest%20Revolver%20Loan) The Bank Midwest Revolver Loan balance was fully repaid, decreasing from **$1.9 million** at September 30, 2024, to **$0** at June 30, 2025 Bank Midwest Revolver Loan Balance (in $000's) | Date | Balance | | :--- | :--- | | June 30, 2025 | $0 | | September 30, 2024 | $1,900 | [Note payable to JCM Holdings](index=23&type=section&id=Note%20payable%20to%20JCM%20Holdings) The note payable to JCM Holdings decreased from **$1.3 million** at September 30, 2024, to **$1.1 million** at June 30, 2025 JCM Holdings Note Payable Balance (in $000's) | Date | Balance | | :--- | :--- | | June 30, 2025 | $1,100 | | September 30, 2024 | $1,300 | [Note Payable to Store Capital Acquisitions, LLC](index=23&type=section&id=Note%20Payable%20to%20Store%20Capital%20Acquisitions%2C%20LLC) The note payable to Store Capital Acquisitions, LLC decreased from **$9.0 million** at September 30, 2024, to **$8.7 million** at June 30, 2025 Store Capital Acquisitions Note Payable Balance (in $000's) | Date | Balance | | :--- | :--- | | June 30, 2025 | $8,700 | | September 30, 2024 | $9,000 | [Equipment Loans](index=23&type=section&id=Equipment%20Loans) Equipment loans totaled **$9.3 million** at June 30, 2025, with maturities ranging from February 2027 to December 2029, reflecting a decrease from September 30, 2024 Equipment Loans Balances (in $000's) | Loan | June 30, 2025 | September 30, 2024 | Maturity | | :--- | :--- | :--- | :--- | | 5 | $0 | $164 | Dec 2024 | | 7 | $1,900 | $2,300 | Feb 2027 | | 8 | $1,200 | $1,600 | Sep 2027 | | 9 | $2,100 | $2,900 | Dec 2026 | | 10 | $4,100 | $4,600 | Dec 2029 | [Loan Covenant Compliance](index=24&type=section&id=Loan%20Covenant%20Compliance) The Company was in compliance with all loan covenants as of June 30, 2025[76](index=76&type=chunk) [Note 11: Notes Payable-Related Parties](index=24&type=section&id=Note%2011%3A%20Notes%20Payable-Related%20Parties) Total long-term notes payable to related parties, net of current portion, increased significantly from **$4.9 million** at September 30, 2024, to **$16.6 million** at June 30, 2025, primarily due to increased borrowings from Isaac Capital Group, LLC Notes Payable-Related Parties (in $000's) | Category | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total notes payable - related parties | $18,225 | $11,400 | $6,825 | | Current portion | $(900) | $(6,400) | $5,500 | | Total long-term portion, related parties | $16,599 | $4,934 | $11,665 | [Note 12: Related Party Seller Notes](index=25&type=section&id=Note%2012%3A%20Related%20Party%20Seller%20Notes) Total long-term seller notes, net of current portion, decreased significantly from **$40.4 million** at September 30, 2024, to **$18.2 million** at June 30, 2025, driven by the modification and extinguishment of the Flooring Liquidators seller note and the settlement of the PMW seller note Related Party Seller Notes (in $000's) | Category | June 30, 2025 | September 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Related Party Seller Notes | $19,100 | $40,600 | $(21,500) | | Long-term portion of seller notes payable | $18,214 | $40,361 | $(22,147) | [Note Payable to the Seller of PMW](index=25&type=section&id=Note%20Payable%20to%20the%20Seller%20of%20PMW) PMW Seller Financed Loans of **$2.5 million** settled for **$1.9 million**, resulting in a **$0.7 million** gain on extinguishment of debt and a **$2.8 million** gain on settlement of earnout liability[79](index=79&type=chunk)[80](index=80&type=chunk) [Note Payable to the Sellers of Kinetic](index=25&type=section&id=Note%20Payable%20to%20the%20Sellers%20of%20Kinetic) The Kinetic Seller Note balance remained stable at **$3.0 million** from September 30, 2024, to June 30, 2025 Kinetic Seller Note Balance (in $000's) | Date | Balance | | :--- | :--- | | June 30, 2025 | $3,000 | | September 30, 2024 | $3,000 | [Note Payable to the Seller of Central Steel](index=26&type=section&id=Note%20Payable%20to%20the%20Seller%20of%20Central%20Steel) The Central Steel Seller Note balance remained stable at **$1.1 million** from September 30, 2024, to June 30, 2025 Central Steel Seller Note Balance (in $000's) | Date | Balance | | :--- | :--- | | June 30, 2025 | $1,100 | | September 30, 2024 | $1,100 | [Note Payable to the Seller of Flooring Liquidators](index=26&type=section&id=Note%20Payable%20to%20the%20Seller%20of%20Flooring%20Liquidators) The Flooring Liquidators Seller Note principal was reduced from **$34.0 million** to **$15.0 million**, generating a **$22.8 million gain** on modification of seller note[85](index=85&type=chunk)[86](index=86&type=chunk) - The modification was accounted for as a debt extinguishment due to a change in present value of cash flows exceeding **10%**[86](index=86&type=chunk) [Note 13: Stockholders' Equity](index=26&type=section&id=Note%2013%3A%20Stockholders'%20Equity) This note details the components of stockholders' equity, including Series E Convertible Preferred Stock and Treasury Stock, which saw an increase in total equity due to net income and a convertible debt amendment - Stockholders' equity components include Series E Convertible Preferred Stock and Common Stock, Paid in Capital, Treasury Stock, and Retained Earnings[9](index=9&type=chunk)[15](index=15&type=chunk) [Series E Convertible Preferred Stock](index=26&type=section&id=Series%20E%20Convertible%20Preferred%20Stock) The number of Series E Convertible Preferred Stock shares issued and outstanding remained at 47,840 as of June 30, 2025 Series E Convertible Preferred Stock | Date | Shares Issued & Outstanding | | :--- | :--- | | June 30, 2025 | 47,840 | | September 30, 2024 | 47,840 | [Treasury Stock](index=27&type=section&id=Treasury%20Stock) The company repurchased 59,704 shares of common stock for **$0.5 million** during the nine months ended June 30, 2025, at an average price of **$8.85 per share** Common Treasury Stock Repurchases | Period | Shares Repurchased | Cost (in $000's) | Average Price per Share | | :--- | :--- | :--- | :--- | | 9 months ended Jun 30, 2025 | 59,704 | $528 | $8.85 | | 9 months ended Jun 30, 2024 | 34,351 | $862 | $25.09 | [Note 14: Stock-Based Compensation](index=27&type=section&id=Note%2014%3A%20Stock-Based%20Compensation) The company recognized **$0.15 million** in stock-based compensation expense for the nine months ended June 30, 2025, with all outstanding stock options forfeited, resulting in zero outstanding options Stock-Based Compensation Expense (in $000's) | Period | Compensation Expense | | :--- | :--- | | 3 months ended Jun 30, 2025 | $50 | | 3 months ended Jun 30, 2024 | $200 | | 9 months ended Jun 30, 2025 | $150 | | 9 months ended Jun 30, 2024 | $300 | - All 60,000 outstanding stock options were forfeited during the nine months ended June 30, 2025, resulting in zero outstanding options[91](index=91&type=chunk) [Note 15: Earnings Per Share](index=27&type=section&id=Note%2015%3A%20Earnings%20Per%20Share) Basic EPS for the nine months ended June 30, 2025, was **$7.01**, and diluted EPS was **$4.97**, with dilutive securities including restricted stock units, ICG convertible debt, and Series E Preferred Stock Basic and Diluted EPS (in $000's, except per-share amounts) | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Jun 30, 2025 | 9 Months Ended Jun 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Basic EPS | $1.75 | $(0.91) | $7.01 | $(2.16) | | Diluted EPS | $1.24 | $(0.91) | $4.97 | $(2.16) | | Basic Weighted Average Shares | 3,081,970 | 3,140,191 | 3,101,646 | 3,153,034 | | Diluted Weighted Average Shares | 4,356,355 | 3,140,191 | 4,376,031 | 3,153,034 | - Dilutive securities for 2025 include restricted stock units (29,116 shares), ICG convertible debt (1,245,030 shares), and Series E Preferred Stock (239 shares)[94](index=94&type=chunk) [Note 16: Related Party Transactions](index=28&type=section&id=Note%2016%3A%20Related%20Party%20Transactions) This note details various transactions with related parties, primarily Isaac Capital Group, LLC (controlled by the CEO), and Spriggs Investments, LLC (controlled by Vintage Stock CEO), including term loans, revolving credit facilities, and seller notes - Transactions involve Isaac Capital Group, LLC (controlled by CEO Jon Isaac) and Spriggs Investments, LLC (controlled by Vintage Stock CEO Rodney Spriggs)[95](index=95&type=chunk)[102](index=102&type=chunk) [Transactions with Isaac Capital Group, LLC](index=28&type=section&id=Transactions%20with%20Isaac%20Capital%20Group%2C%20LLC) Transactions with Isaac Capital Group, LLC included the full repayment of a term loan and an amendment to the revolving promissory note, extending maturity and increasing credit to **$12.0 million** with a fixed conversion price - ICG Term Loan (originally **$2.0 million**) was fully repaid by June 30, 2025[96](index=96&type=chunk) - ICG Revolving Promissory Note amended to extend maturity to April 2030, increase credit to **$12.0 million**, and include a fixed conversion price of **$7.85 per share**, resulting in a **$6.0 million** non-cash capital contribution[98](index=98&type=chunk) ICG Related Party Loan Balances (in $000's) | Loan Type | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | ICG Term Loan | $0 | $2,000 | | ICG Revolving Promissory Note | $9,680 | $2,600 | | ICG Flooring Liquidators Loan | $5,000 | $5,000 | | ICG PMW Note | $2,600 | N/A | [Transactions with Vintage Stock CEO](index=29&type=section&id=Transactions%20with%20Vintage%20Stock%20CEO) Transactions with Vintage Stock CEO included the full repayment of Spriggs Promissory Note I and an outstanding balance of **$0.9 million** for Spriggs Promissory Note II as of June 30, 2025 - Spriggs Promissory Note I (initial **$2.0 million**) was fully repaid by June 30, 2025[103](index=103&type=chunk) Spriggs Investments Loan Balances (in $000's) | Loan Type | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | Spriggs Promissory Note I | $0 | $800 | | Spriggs Promissory Note II | $900 | $1,000 | [Transactions with ALT5 Sigma Corporation, formerly JanOne Inc.](index=30&type=section&id=Transactions%20with%20ALT5%20Sigma%20Corporation%2C%20formerly%20JanOne%20Inc.) Rent and reimbursed expenses from ALT5 Sigma Corporation totaled **$0.086 million** for the nine months ended June 30, 2025 Rent and Reimbursed Expenses from ALT5 Sigma (in $000's) | Period | Amount | | :--- | :--- | | 3 months ended Jun 30, 2025 | $28 | | 3 months ended Jun 30, 2024 | $35 | | 9 months ended Jun 30, 2025 | $86 | | 9 months ended Jun 30, 2024 | $109 | [Transactions with Spyglass Estate Planning, LLC](index=30&type=section&id=Transactions%20with%20Spyglass%20Estate%20Planning%2C%20LLC) Marquis entered into two 20-year building leases with Spyglass Estate Planning, LLC (CEO-controlled) at market rates[108](index=108&type=chunk) [Seller Notes](index=30&type=section&id=Seller%20Notes) Seller notes are routinely used for acquisitions, with further details provided in Note 12[109](index=109&type=chunk) [Note 17: Commitments and Contingencies](index=30&type=section&id=Note%2017%3A%20Commitments%20and%20Contingencies) The company is involved in various legal proceedings, including an ongoing SEC investigation and a class action lawsuit, with management believing the ultimate outcome will not have a material adverse effect on its financial position, and a holdback matter was settled, resulting in a **$1.3 million gain** - Management believes the ultimate outcome of current lawsuits and proceedings will not materially adversely affect financial position, results of operations, or cash flows[118](index=118&type=chunk) [Litigation](index=30&type=section&id=Litigation) Ongoing litigation includes an SEC civil complaint from August 2021 and a stayed Sieggreen Class Action lawsuit, with a holdback matter settled for a **$1.3 million gain** - SEC filed a civil complaint on August 2, 2021, alleging financial, disclosure, and reporting violations from 2016-2018; cross Motions for Summary Judgment filed in October 2024[112](index=112&type=chunk)[113](index=113&type=chunk) - Sieggreen Class Action lawsuit, similar to SEC allegations, is stayed; a Second Amended Complaint was filed in October 2024[114](index=114&type=chunk) - Holdback matter settled for **$850 thousand** on May 2, 2025, resulting in a **$1.3 million** gain for the nine months ended June 30, 2025[115](index=115&type=chunk)[116](index=116&type=chunk) [General](index=32&type=section&id=General) Management believes the ultimate outcome of various claims and lawsuits will not have a material adverse effect on the company's financial position, results of operations, or cash flows[118](index=118&type=chunk) [Note 18: Segment Reporting](index=32&type=section&id=Note%2018%3A%20Segment%20Reporting) This note provides detailed financial performance by the company's five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other, for the three and nine months ended June 30, 2025 and 2024 - The company operates in five segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other[119](index=119&type=chunk) Segment Revenues (in $000's) | Segment | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Jun 30, 2025 | 9 Months Ended Jun 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Retail-Entertainment | $19,017 | $16,503 | $58,758 | $53,930 | | Retail-Flooring | $30,373 | $36,981 | $89,519 | $103,332 | | Flooring Manufacturing | $29,487 | $31,264 | $85,302 | $94,689 | | Steel Manufacturing | $33,645 | $39,047 | $97,402 | $107,889 | | Corporate & Other | $8 | $83 | $70 | $257 | | **Total Revenues** | **$112,530** | **$123,878** | **$331,051** | **$360,097** | Segment Operating Income (Loss) (in $000's) | Segment | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Jun 30, 2025 | 9 Months Ended Jun 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Retail-Entertainment | $2,318 | $1,332 | $8,223 | $6,305 | | Retail-Flooring | $(733) | $(1,498) | $(5,648) | $(4,433) | | Flooring Manufacturing | $4,135 | $1,856 | $5,536 | $4,779 | | Steel Manufacturing | $2,277 | $1,370 | $5,639 | $3,225 | | Corporate & Other | $6 | $(1,929) | $(2,893) | $(6,042) | | **Total Operating Income** | **$8,003** | **$1,131** | **$10,857** | **$3,834** | [Note 19: Subsequent Events](index=33&type=section&id=Note%2019%3A%20Subsequent%20Events) No subsequent events requiring adjustments to disclosures were identified through the filing date of the Form 10-Q - No subsequent events requiring adjustments to disclosures were identified through the filing date[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition and results of operations for the three and nine months ended June 30, 2025, compared to the prior-year periods, highlighting key drivers of performance and financial position - MD&A should be read in conjunction with condensed consolidated financial statements and the 2024 Form 10-K[123](index=123&type=chunk) - Includes forward-looking statements about future operations, liquidity, and legal outcomes, which involve risks and uncertainties[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Note about Forward-Looking Statements](index=34&type=section&id=Note%20about%20Forward-Looking%20Statements) This section clarifies that the report contains forward-looking statements regarding future operations, financial performance, and capital requirements, which are subject to risks and uncertainties and may differ materially from actual results - Forward-looking statements are characterized by terms like "may," "believes," "projects," and "expects," and do not reflect historical facts[124](index=124&type=chunk) - Factors and risks affecting results are identified in the 2024 Form 10-K and this report's "Risk Factors" section[126](index=126&type=chunk) [Our Company](index=34&type=section&id=Our%20Company) Live Ventures Incorporated is a diversified holding company that acquires and operates profitable middle-market companies across five segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other - Live Ventures is a holding company of diversified businesses, acquiring profitable and well-managed companies[128](index=128&type=chunk)[129](index=129&type=chunk) - Operates in five segments: Retail-Entertainment (Vintage Stock), Retail-Flooring (Flooring Liquidators), Flooring Manufacturing (Marquis), Steel Manufacturing (Precision Marshall, Kinetic, PMW, Central Steel), and Corporate and Other[128](index=128&type=chunk)[131](index=131&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk)[145](index=145&type=chunk) [Retail-Entertainment Segment](index=34&type=section&id=Retail-Entertainment%20Segment_MD%26A) Vintage Stock operates 72 retail locations across 14 states, offering new and pre-owned entertainment products[132](index=132&type=chunk) [Retail-Flooring Segment](index=35&type=section&id=Retail-Flooring%20Segment_MD%26A) Flooring Liquidators operates 27 warehouse-format stores and a design center in California and Nevada, serving retail and builder customers[134](index=134&type=chunk) [Flooring Manufacturing Segment](index=35&type=section&id=Flooring%20Manufacturing%20Segment_MD%26A) Marquis Industries is a leading carpet manufacturer and distributor, specializing in value-oriented polyester carpet for residential, commercial, and hospitality markets[135](index=135&type=chunk)[136](index=136&type=chunk) [Steel Manufacturing Segment](index=35&type=section&id=Steel%20Manufacturing%20Segment_MD%26A) This segment includes Precision Marshall, a leader in tool and die steel; Kinetic, producing industrial knives; PMW, offering metal forming solutions; and Central Steel, manufacturing specialized fabricated metal products for data centers - Precision Marshall is a North American leader in pre-finished de-carb free tool and die steel[138](index=138&type=chunk)[140](index=140&type=chunk) - Kinetic produces industrial knives and hardened wear products[141](index=141&type=chunk) - PMW offers metal forming, assembly, and finishing solutions across diverse industries[142](index=142&type=chunk)[143](index=143&type=chunk) - Central Steel manufactures specialized fabricated metal products, primarily for data centers[144](index=144&type=chunk) [Corporate and Other Segment](index=36&type=section&id=Corporate%20and%20Other%20Segment_MD%26A) This segment includes corporate general and administrative costs and legacy product and service operations - Includes corporate G&A costs and legacy product/service operations[145](index=145&type=chunk) [Critical Accounting Policies](index=36&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies, which require significant judgment and estimates, include Trade and Other Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes - Critical accounting policies include Trade and Other Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes[146](index=146&type=chunk) [Adjusted EBITDA](index=36&type=section&id=Adjusted%20EBITDA_MD%26A) Adjusted EBITDA is a non-U.S. GAAP financial measure used by management to evaluate operational strength, funding capacity for acquisitions and capital expenditures, and debt servicing ability, defined as net income (loss) before interest, taxes, depreciation, amortization, stock-based compensation, and other non-cash/nonrecurring charges - Adjusted EBITDA is a non-U.S. GAAP measure used to evaluate operational strength, funding capacity, and debt servicing[147](index=147&type=chunk) - Defined as net income (loss) before interest, taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges[147](index=147&type=chunk) [Results of Operations Three Months Ended June 30, 2025 and 2024](index=37&type=section&id=Results%20of%20Operations%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) For the three months ended June 30, 2025, revenue decreased by **9.2%** YoY, but gross profit margin improved significantly to **34.0%** from **29.9%**, with net income at **$5.4 million**, a substantial improvement from a **$2.9 million** net loss in the prior-year period, driven by higher margins and reduced operating expenses, and Adjusted EBITDA more than doubled to **$13.2 million** Key Financial Highlights (3 Months Ended June 30, in $000's) | Metric | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $112,530 | $123,878 | $(11,348) | (9.2%) | | Gross profit | $38,287 | $37,045 | $1,242 | 3.4% | | Gross profit % | 34.0% | 29.9% | 4.1 pp | N/A | | Net income (loss) | $5,388 | $(2,855) | $8,243 | N/A | | Adjusted EBITDA | $13,188 | $6,123 | $7,065 | 115.4% | [Revenue](index=38&type=section&id=Revenue_3M) Revenue decreased by **$11.3 million (9.2%)** to **$112.5 million**, primarily due to Retail-Flooring and Steel Manufacturing segments[151](index=151&type=chunk) [Gross Profit](index=38&type=section&id=Gross%20Profit_3M) Gross profit margin increased to **34.0%** (from **29.9%**), driven by Steel Manufacturing (efficiencies, Central Steel acquisition) and Flooring Manufacturing (product mix)[152](index=152&type=chunk) [General and Administrative Expense](index=38&type=section&id=General%20and%20Administrative%20Expense_3M) G&A expenses decreased by **12.6%** to **$26.3 million**, mainly due to cost reduction initiatives in Retail-Flooring[153](index=153&type=chunk) [Sales and Marketing Expense](index=38&type=section&id=Sales%20and%20Marketing%20Expense_3M) Sales and marketing expense decreased by **31.5%** to **$4.0 million**, due to reduced activities in Retail-Flooring and Flooring Manufacturing[154](index=154&type=chunk) [Interest Expense, net](index=39&type=section&id=Interest%20Expense%2C%20net_3M) Net interest expense decreased by **9.0%** to **$3.9 million**, driven by lower average debt balances[155](index=155&type=chunk) [Results of Operations Nine Months Ended June 30, 2025 and 2024](index=39&type=section&id=Results%20of%20Operations%20Nine%20Months%20Ended%20June%2030%2C%202025%20and%202024) For the nine months ended June 30, 2025, revenue decreased by **8.1%** YoY, but gross profit margin improved to **32.9%** from **30.2%**, and the company reported a net income of **$21.7 million**, a significant turnaround from a **$6.8 million** net loss in the prior-year period, largely due to improved margins, reduced operating expenses, and substantial other income from debt modifications and settlements, with Adjusted EBITDA increasing by **31.7%** to **$25.4 million** Key Financial Highlights (9 Months Ended June 30, in $000's) | Metric | 2025 | 2024 | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $331,051 | $360,097 | $(29,046) | (8.1%) | | Gross profit | $108,797 | $108,839 | $(42) | (0.04%) | | Gross profit % | 32.9% | 30.2% | 2.7 pp | N/A | | Net income (loss) | $21,746 | $(6,818) | $28,564 | N/A | | Adjusted EBITDA | $25,379 | $19,275 | $6,104 | 31.7% | [Revenue](index=40&type=section&id=Revenue_9M) Revenue decreased by **$29.0 million (8.1%)** to **$331.1 million**, mainly due to Flooring Manufacturing, Retail-Flooring, and Steel Manufacturing segments, partially offset by Retail-Entertainment[159](index=159&type=chunk) [Gross Profit](index=40&type=section&id=Gross%20Profit_9M) Gross profit margin increased to **32.9%** (from **30.2%**), primarily due to Steel Manufacturing (efficiencies, Central Steel acquisition)[160](index=160&type=chunk) [General and Administrative Expense](index=40&type=section&id=General%20and%20Administrative%20Expense_9M) G&A expenses decreased by **3.3%** to **$84.7 million**, mainly due to cost reduction initiatives in Retail-Flooring[161](index=161&type=chunk) [Sales and Marketing Expense](index=40&type=section&id=Sales%20and%20Marketing%20Expense_9M) Sales and marketing expense decreased by **23.9%** to **$13.3 million**, due to reduced activities in Retail-Flooring and Flooring Manufacturing[162](index=162&type=chunk) [Interest Expense, net](index=41&type=section&id=Interest%20Expense%2C%20net_9M) Net interest expense decreased by **4.9%** to **$11.9 million**, driven by lower average debt balances[163](index=163&type=chunk) [Results of Operations by Segment for the Three Months Ended June 30, 2025 and 2024](index=41&type=section&id=Results%20of%20Operations%20by%20Segment%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025%20and%202024) Segment performance for the three months ended June 30, 2025, showed Retail-Entertainment revenue up **15.2%** with improved operating income, Retail-Flooring revenue declined **17.9%** but reduced its operating loss due to cost cuts, Flooring Manufacturing revenue decreased **5.7%** but saw operating income more than double due to product mix and lower expenses, and Steel Manufacturing revenue declined **13.8%** but significantly improved gross margin and operating income, partly due to the Central Steel acquisition Segment Revenue and Operating Income (3 Months Ended June 30, in $000's) | Segment | 2025 Revenue | 2024 Revenue | % Change Revenue | 2025 Operating Income (Loss) | 2024 Operating Income (Loss) | | :--- | :--- | :--- | :--- | :--- | :--- | | Retail-Entertainment | $19,017 | $16,503 | 15.2% | $2,318 | $1,332 | | Retail-Flooring | $30,373 | $36,981 | (17.9%) | $(733) | $(1,498) | | Flooring Manufacturing | $29,487 | $31,264 | (5.7%) | $4,135 | $1,856 | | Steel Manufacturing | $33,645 | $39,047 | (13.8%) | $2,277 | $1,370 | | Corporate & Other | $8 | $83 | (90.4%) | $6 | $(1,929) | [Retail-Entertainment Segment](index=41&type=section&id=Retail-Entertainment%20Segment_3M) Revenue increased **15.2%** to **$19.0 million** due to product mix shift to new products, with operating income rising to **$2.3 million** from **$1.3 million**[166](index=166&type=chunk) - Operating income increased to **$2.3 million** from **$1.3 million**[166](index=166&type=chunk) [Retail-Flooring Segment](index=41&type=section&id=Retail-Flooring%20Segment_3M) Revenue decreased **17.9%** to **$30.4 million** due to Johnson store dispositions and decreased demand, but operating loss improved to **$0.7 million** from **$1.5 million** due to cost reduction initiatives[167](index=167&type=chunk) - Operating loss improved to **$0.7 million** from **$1.5 million** due to cost reduction initiatives[167](index=167&type=chunk) [Flooring Manufacturing Segment](index=41&type=section&id=Flooring%20Manufacturing%20Segment_3M) Revenue decreased **5.7%** to **$29.5 million** due to reduced consumer demand, but operating income increased to **$4.1 million** from **$1.9 million** due to improved gross margin and lower expenses[168](index=168&type=chunk) - Operating income increased to **$4.1 million** from **$1.9 million** due to improved gross margin and lower expenses[168](index=168&type=chunk) [Steel Manufacturing Segment](index=41&type=section&id=Steel%20Manufacturing%20Segment_3M) Revenue decreased **13.8%** to **$33.6 million**, partially offset by **$5.0 million** from Central Steel acquisition, while gross margin increased to **23.1%** (from **15.8%**) due to strategic price increases and the Central Steel acquisition, and operating income increased to **$2.3 million** from **$1.4 million**[169](index=169&type=chunk) - Gross margin increased to **23.1%** (from **15.8%**) due to strategic price increases and Central Steel acquisition[169](index=169&type=chunk) - Operating income increased to **$2.3 million** from **$1.4 million**[169](index=169&type=chunk) [Corporate and Other Segment](index=42&type=section&id=Corporate%20and%20Other%20Segment_3M) The Corporate and Other segment reported an operating income of **$6 thousand**, a significant improvement from a **$1.9 million** operating loss, due to cost reallocation and expense reductions[170](index=170&type=chunk) [Results of Operations by Segment for the Nine Months Ended June 30, 2025 and 2024](index=42&type=section&id=Results%20of%20Operations%20by%20Segment%20for%20the%20Nine%20Months%20Ended%20June%2030%2C%202025%20and%202024) For the nine months ended June 30, 2025, Retail-Entertainment revenue increased **9.0%** with higher operating income, Retail-Flooring revenue decreased **13.4%**, leading to an increased operating loss, Flooring Manufacturing revenue decreased **9.9%** but saw improved operating income, Steel Manufacturing revenue declined **9.7%** but significantly improved gross margin and operating income, partly due to the Central Steel acquisition, and the Corporate and Other segment significantly reduced its operating loss Segment Revenue and Operating Income (9 Months Ended June 30, in $000's) | Segment | 2025 Revenue | 2024 Revenue | % Change Revenue | 2025 Operating Income (Loss) | 2024 Operating Income (Loss) | | :--- | :--- | :--- | :--- | :--- | :--- | | Retail-Entertainment | $58,758 | $53,930 | 9.0% | $8,223 | $6,305 | | Retail-Flooring | $89,519 | $103,332 | (13.4%) | $(5,648) | $(4,433) | | Flooring Manufacturing | $85,302 | $94,689 | (9.9%) | $5,536 | $4,779 | | Steel Manufacturing | $97,402 | $107,889 | (9.7%) | $5,639 | $3,225 | | Corporate & Other | $70 | $257 | (72.7%) | $(2,893) | $(6,042) | [Retail-Entertainment Segment](index=42&type=section&id=Retail-Entertainment%20Segment_9M) Revenue increased **9.0%** to **$58.8 million** due to product mix shift to new products, with operating income rising to **$8.2 million** from **$6.3 million**[173](index=173&type=chunk) - Operating income increased to **$8.2 million** from **$6.3 million**[173](index=173&type=chunk) [Retail-Flooring Segment](index=42&type=section&id=Retail-Flooring%20Segment_9M) Revenue decreased **13.4%** to **$89.5 million** due to Johnson store dispositions and decreased demand, and operating loss increased to **$5.6 million** from **$4.4 million**, despite cost reduction initiatives[174](index=174&type=chunk) - Operating loss increased to **$5.6 million** from **$4.4 million**, despite cost reduction initiatives[174](index=174&type=chunk) [Flooring Manufacturing Segment](index=42&type=section&id=Flooring%20Manufacturing%20Segment_9M) Revenue decreased **9.9%** to **$85.3 million** due to reduced consumer demand, but operating income increased to **$5.5 million** from **$4.8 million**[175](index=175&type=chunk) - Operating income increased to **$5.5 million** from **$4.8 million**[175](index=175&type=chunk) [Steel Manufacturing Segment](index=42&type=section&id=Steel%20Manufacturing%20Segment_9M) Revenue decreased **9.7%** to **$97.4 million**, partially offset by **$11.9 million** from Central Steel acquisition, while gross margin increased to **20.9%** (from **15.3%**) due to strategic price increases and the Central Steel acquisition, and operating income increased to **$5.6 million** from **$3.2 million**[176](index=176&type=chunk)[177](index=177&type=chunk) - Gross margin increased to **20.9%** (from **15.3%**) due to strategic price increases and Central Steel acquisition[176](index=176&type=chunk)[177](index=177&type=chunk) - Operating income increased to **$5.6 million** from **$3.2 million**[177](index=177&type=chunk) [Corporate and Other Segment](index=43&type=section&id=Corporate%20and%20Other%20Segment_9M) The Corporate and Other segment's operating loss reduced to **$2.9 million** from **$6.0 million**, due to cost reallocation and expense reductions[178](index=178&type=chunk) [Adjusted EBITDA Reconciliation](index=43&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA for the three months ended June 30, 2025, increased by **115.4%** to **$13.2 million**, and for the nine months, it increased by **31.7%** to **$25.4 million**, primarily due to decreases in operating expenses from targeted cost reduction initiatives Adjusted EBITDA Reconciliation (in $000's) | Metric | 3 Months Ended Jun 30, 2025 | 3 Months Ended Jun 30, 2024 | 9 Months Ended Jun 30, 2025 | 9 Months Ended Jun 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $5,388 | $(2,855) | $21,746 | $(6,818) | | Depreciation and amortization | $4,546 | $4,349 | $13,362 | $12,832 | | Stock-based compensation | $50 | $174 | $150 | $274 | | Interest expense, net | $3,854 | $4,233 | $11,949 | $12,563 | | Income tax expense (benefit) | $2,067 | $(968) | $7,385 | $(2,409) | | Gain on extinguishment of debt | $0 | $0 | $(713) | $0 | | Gain on modification of seller note | $0 | $0 | $(22,784) | $0 | | Gain on settlement of earnout liability | $0 | $0 | $(2,840) | $0 | | Gain on settlement of holdback | $(1,282) | $0 | $(1,186) | $0 | | Gain on receipt of ERC credits | $(1,469) | $0 | $(1,824) | $0 | | Acquisition costs | $0 | $889 | $0 | $1,762 | | Debt acquisition costs | $0 | $0 | $0 | $183 | | Disposition of Johnson | $0 | $301 | $0 | $301 | | Other non-recurring charges | $34 | $0 | $134 | $587 | | **Adjusted EBITDA** | **$13,188** | **$6,123** | **$25,379** | **$19,275** | - Adjusted EBITDA for the three months increased by **115.4%** to **$13.2 million**; for the nine months, it increased by **31.7%** to **$25.4 million**, driven by operating expense decreases[179](index=179&type=chunk)[180](index=180&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company had **$7.6 million** in cash and **$29.5 million** in available borrowing capacity, and management believes current cash, operating cash flows, and credit facilities will provide sufficient liquidity for at least the next 12 months to fund operations, loan payments, share repurchases, and preferred stock dividends Liquidity Position (as of June 30, 2025, in $000's) | Metric | Amount | | :--- | :--- | | Cash on hand | $7,600 | | Available borrowing under revolving credit facilities | $29,500 | - Management believes current liquidity is sufficient for operations, loan payments, share repurchases, and preferred stock dividends for at least the next 12 months[182](index=182&type=chunk)[183](index=183&type=chunk) [Working Capital](index=44&type=section&id=Working%20Capital) Working capital increased by **$14.3 million** to **$66.6 million** at June 30, 2025, from **$52.3 million** at September 30, 2024 Working Capital (in $000's) | Date | Amount | Change | | :--- | :--- | :--- | | June 30, 2025 | $66,600 | $14,300 | | September 30, 2024 | $52,300 | N/A | [Cash Flows from Operating Activities](index=44&type=section&id=Cash%20Flows%20from%20Operating%20Activities) Net cash provided by operating activities for the nine months ended June 30, 2025, increased by **$8.0 million** to **$21.9 million** Net Cash Provided by Operating Activities (in $000's) | Period | Amount | Change | | :--- | :--- | :--- | | 9 months ended Jun 30, 2025 | $21,900 | $8,000 | | 9 months ended Jun 30, 2024 | $13,900 | N/A | [Cash Flows from Investing Activities](index=44&type=section&id=Cash%20Flows%20from%20Investing%20Activities) Net cash used in investing activities for the nine months ended June 30, 2025, decreased by **$12.2 million** to **$5.8 million**, compared to **$18.0 million** in the prior-year period, which included several acquisitions Net Cash Used in Investing Activities (in $000's) | Period | Amount | Change | | :--- | :--- | :--- | | 9 months ended Jun 30, 2025 | $(5,800) | $12,200 | | 9 months ended Jun 30, 2024 | $(18,000) | N/A | - 2024 investing activities included acquisitions of CRO, Johnson, Central Steel, and Midwest Grinding[187](index=187&type=chunk) [Cash Flows from Financing Activities](index=44&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Net cash used in financing activities for the nine months ended June 30, 2025, was **$13.1 million**, a **$17.6 million** decrease from the prior-year period, primarily due to net debt payments Net Cash (Used in) Provided by Financing Activities (in $000's) | Period | Amount | Change | | :--- | :--- | :--- | | 9 months ended Jun 30, 2025 | $(13,100) | $(17,600) | | 9 months ended Jun 30, 2024 | $4,500 | N/A | - 2025 financing activities included net payments on revolver loans (**$9.3 million**), notes payable (**$5.2 million**), related party notes (**$2.9 million**), and seller notes (**$1.9 million**), partially offset by related party revolver borrowings (**$7.1 million**)[188](index=188&type=chunk) [Future Sources of Cash; New Products and Services](index=44&type=section&id=Future%20Sources%20of%20Cash%3B%20New%20Products%20and%20Services) The company may require additional debt financing or capital for acquisitions, refinancing, or strategic investments, preferring asset-based lending and mezzanine financing, and may issue stock or derivative instruments for services or debt settlement - May require additional debt financing or capital for acquisitions, refinancing, or strategic investments[191](index=191&type=chunk) - Prefers asset-based lending and mezzanine financing for acquisitions; may issue stock or derivative instruments for services or debt settlement[190](index=190&type=chunk)[191](index=191&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As of June 30, 2025, the company did not participate in market risk-sensitive commodity instruments and believes it is not materially subject to other forms of market risk, such as foreign currency exchange risk or commodity price risk - No participation in market risk-sensitive commodity instruments[192](index=192&type=chunk) - Not materially subject to foreign currency exchange risk or commodity price risk[192](index=192&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) As of June 30, 2025, the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting related to financial reporting and consolidation processes; despite this, management concluded that the financial statements fairly present the company's financial position, and remediation efforts are underway - Disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness[193](index=193&type=chunk) - Material weakness identified: lack of sufficient controls around the financial reporting and consolidation process[197](index=197&type=chunk) - Management concluded that consolidated financial statements fairly present financial position, results of operations, and cash flows despite the material weakness[194](index=194&type=chunk) [Evaluation of Disclosure Control and Procedures](index=45&type=section&id=Evaluation%20of%20Disclosure%20Control%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal control over financial reporting - Disclosure controls and procedures were not effective as of June 30, 2025[193](index=193&type=chunk) [Management's Report on Internal Control Over Financial Reporting](index=45&type=section&id=Management's%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) Management assessed internal control over financial reporting as ineffective due to a material weakness in controls around financial reporting and consolidation processes, with remediation initiatives planned for fiscal year 2025 - Internal controls over financial reporting were ineffective as of June 30, 2025[197](index=197&type=chunk) - Material weakness: lack of sufficient controls around the financial reporting and consolidation process[197](index=197&type=chunk) - Remediation initiatives are expected to be concluded during the fiscal year ended September 30, 2025[197](index=197&type=chunk) [PART II - OTHER INFORMATION](index=47&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) Legal proceedings information is incorporated by reference from Note 17 of the financial statements and the 2024 Form 10-K, with no new material legal proceedings or developments reported - Legal proceedings information is included in Note 17 and the 2024 Form 10-K[201](index=201&type=chunk) - No new material legal proceedings or developments reported[201](index=201&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No new risk factors were reported in this quarterly report - No new risk factors reported[202](index=202&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 12,695 shares of common stock for **$0.112 million** during the three months ended June 30, 2025, under its **$10 million** common stock repurchase program, which was extended until May 31, 2028 Common Stock Repurchases (3 Months Ended June 30, 2025) | Month | Shares Purchased | Average Purchase Price Paid | Maximum Amount Remaining (in $) | | :--- | :--- | :--- | :--- | | April 2025 | 7,549 | $8.50 | $9,515,346 | | May 2025 | — | — | $9,515,346 | | June 2025 | 5,146 | $9.31 | $9,467,429 | | **Totals** | **12,695** | **$8.83** | **$9,467,429** | - **$10 million** common stock repurchase program extended until May 31, 2028[203](index=203&type=chunk) [Item 3. Defaults Upon Senior Securities](index=47&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - No defaults upon senior securities reported[204](index=204&type=chunk) [Item 4. Mine Safety Disclosures](index=47&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) No mine safety disclosures were reported - No mine safety disclosures reported[205](index=205&type=chunk) [Item 5. Other Information](index=47&type=section&id=Item%205.%20Other%20Information) No other information was reported in this section - No other information reported[206](index=206&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with or incorporated by reference into the Quarterly Report, including organizational documents, certifications, and XBRL data - Lists exhibits filed or incorporated by reference, including organizational documents, certifications, and XBRL data[207](index=207&type=chunk)[208](index=208&type=chunk) [SIGNATURES](index=49&type=section&id=SIGNATURES) [Signatures](index=49&type=section&id=Signatures) The report

Financial Data and Key Metrics Changes - Total revenue for Q3 2025 decreased by $11.2 million or 9.2% to approximately $112.5 million, primarily due to declines in the retail flooring and steel manufacturing segments [5][10] - Net income for the quarter was approximately $5.4 million, with diluted EPS of $1.24, compared to a net loss of approximately $2.9 million and a loss per share of 91¢ in the prior year period [10] - Adjusted EBITDA for the quarter increased by approximately $7.1 million to approximately $13.2 million, reflecting improved operating performance [10] Business Segment Data and Key Metrics Changes - Retail flooring segment revenue decreased by $6.6 million or 17.9% to approximately $30.4 million, attributed to store dispositions and reduced consumer demand [6] - Flooring manufacturing segment revenue decreased by $1.8 million or 5.7% to approximately $31.3 million, primarily due to ongoing weakness in the housing market [6] - Steel manufacturing segment revenue decreased by $5.4 million or 13.8% to approximately $33.6 million, driven by lower sales volumes, partially offset by revenue from the acquired Central Steel [7] Market Data and Key Metrics Changes - The retail flooring and flooring manufacturing segments faced headwinds due to continued softness in the new home construction and home refurbishment markets [4] - Consumer demand for new products in the retail entertainment segment increased revenue by $2.5 million or 15.2% to approximately $19 million [5] Company Strategy and Development Direction - The company is focused on operational cost-saving initiatives and improving efficiency across all segments, with a new executive leadership team in the retail flooring segment [4][5] - The company aims to enhance profitability and generate strong cash flow even in challenging market environments, emphasizing disciplined cost management [12] Management's Comments on Operating Environment and Future Outlook - Management noted that the housing market's weakness, driven by high interest rates, has impacted consumer spending and renovations, affecting revenue [33] - There is cautious optimism regarding potential interest rate decreases, which could positively influence the housing market and related segments [34] Other Important Information - The company ended the quarter with total cash availability of approximately $37.1 million and working capital of approximately $65.9 million [11] - The company repurchased 12,695 shares of common stock at an average price of $8.83 per share during the quarter [12] Q&A Session Summary Question: What is the company's strategy regarding acquisitions and management involvement? - Management stated that the strategy remains to keep existing management teams in place unless performance gaps necessitate intervention [15] Question: Are there plans to expand acquisition targets beyond current business areas? - Management indicated they are open to exploring both core area expansions and new opportunities, evaluating each on its merits [18][21] Question: Will the company consider dividends in the future? - Currently, the focus is on paying down debt and driving shareholder value, with dividends not being a primary consideration at this time [43]

[Fiscal Third Quarter 2025 Financial Results Overview](index=1&type=section&id=Fiscal%20Third%20Quarter%202025%20Financial%20Results%20Overview) Live Ventures reported improved operating performance in Q3 FY2025, with higher operating income, expanded gross margins, and more than doubled Adjusted EBITDA [Fiscal Third Quarter 2025 Key Highlights](index=1&type=section&id=Fiscal%20Third%20Quarter%202025%20Key%20Highlights) Live Ventures reported improved operating performance across all four segments in Q3 FY2025, with higher operating income and margins despite revenue headwinds in certain sectors. Gross margins expanded significantly, and Adjusted EBITDA more than doubled, demonstrating effective cost management and operational optimization - All four operating segments delivered improved performance in Q3 FY2025, reporting **higher operating income and operating margin** compared to the prior-year period, despite softness in new home construction and refurbishment markets[3](index=3&type=chunk)[4](index=4&type=chunk) - Gross margins expanded by **over 400 basis points to 34%**, attributed to strategic pricing initiatives and operational excellence programs[4](index=4&type=chunk)[7](index=7&type=chunk) - Adjusted EBITDA more than doubled, increasing **$7.1 million or 115.4% to $13.2 million**, demonstrating significant margin expansion and cost optimization[5](index=5&type=chunk)[7](index=7&type=chunk) Fiscal Third Quarter 2025 Key Financial Highlights | Metric | Q3 FY2025 (Millions) | Q3 FY2024 (Millions) | % Change | | :-------------------------- | :------------------- | :------------------- | :------- | | Revenue | $112.5 | $123.9 | -9.2% | | Gross Margin | 34.0% | 29.9% | +410 bps | | Operating Income | $8.0 | $1.1 | +607.6% | | Net Income (Loss) | $5.4 | $(2.9) | N/A | | Diluted EPS (Loss per share)| $1.24 | $(0.91) | N/A | | Adjusted EBITDA | $13.2 | $6.1 | +115.4% | [Fiscal Third Quarter 2025 Financial Summary](index=2&type=section&id=Fiscal%20Third%20Quarter%202025%20Financial%20Summary) Consolidated revenue decreased in Q3 FY2025, but operating income surged, net income turned positive, and Adjusted EBITDA more than doubled, driven by cost reduction and one-time gains [Fiscal Third Quarter 2025 Consolidated Financial Summary](index=2&type=section&id=Fiscal%20Third%20Quarter%202025%20Consolidated%20Financial%20Summary) Consolidated revenue for Q3 FY2025 decreased by 9.2% YoY, primarily due to declines in Retail-Flooring and Steel Manufacturing. However, operating income surged by 607.6% and net income turned positive, driven by increased revenue in Retail-Entertainment, lower expenses, and one-time gains. Adjusted EBITDA more than doubled, reflecting improved operating performance and cost reduction initiatives Third Quarter Fiscal Year 2025 Financial Summary (in thousands except per share amounts) | Metric | 2025 | 2024 | % Change | | :-------------------------- | :----- | :------- | :------- | | Revenue | $112,530 | $123,878 | -9.2 % | | Operating income | $8,003 | $1,131 | 607.6 % | | Net income (loss) | $5,388 | $(2,855) | N/A | | Diluted earnings (loss) per share | $1.24 | $(0.91) | N/A | | Adjusted EBITDA¹ | $13,188 | $6,123 | 115.4 % | - Revenue decreased by **$11.3 million (9.2%) to $112.5 million**, mainly due to Retail-Flooring and Steel Manufacturing segments[9](index=9&type=chunk) - Net income increased by **$8.2 million to $5.4 million**, with diluted EPS of **$1.24**, compared to a net loss of $2.9 million in the prior year. This was due to improved gross and operating margins, lower interest expense, and one-time gains of **$1.5 million from Employee Retention Credits** and **$1.3 million from a holdback liability settlement**[11](index=11&type=chunk) - As of June 30, 2025, the Company had **$37.1 million in total cash availability**, comprising **$7.6 million cash on hand** and **$29.5 million under credit facilities**[13](index=13&type=chunk) [Fiscal Third Quarter 2025 Segment Results](index=2&type=section&id=Fiscal%20Third%20Quarter%202025%20Segment%20Results) In Q3 FY2025, Retail-Entertainment saw significant revenue and operating income growth, while Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing experienced revenue declines due to market softness and dispositions, but improved operating income and Adjusted EBITDA through cost reduction and strategic pricing. Corporate & Other also showed a positive shift in operating income Third Quarter Fiscal Year 2025 Segment Revenue (in thousands) | Segment | 2025 | 2024 | % Change | | :--------------------- | :----- | :----- | :------- | | Retail - Entertainment | $19,017 | $16,503 | 15.2 % | | Retail - Flooring | 30,373 | 36,981 | -17.9 % | | Flooring Manufacturing | 29,487 | 31,264 | -5.7 % | | Steel Manufacturing | 33,645 | 39,047 | -13.8 % | | Corporate & Other | 8 | 83 | -90.4 % | | Total Revenue | $112,530 | $123,878 | -9.2 % | Third Quarter Fiscal Year 2025 Segment Operating Income (Loss) (in thousands) | Segment | 2025 | 2024 | % Change | | :--------------------- | :----- | :------- | :------- | | Retail - Entertainment | $2,318 | $1,332 | 74.0 % | | Retail - Flooring | (733) | (1,498) | 51.1 % | | Flooring Manufacturing | 4,135 | 1,856 | 122.8 % | | Steel Manufacturing | 2,277 | 1,370 | 66.2 % | | Corporate & Other | 6 | (1,929) | N/A | | Total Operating Income | $8,003 | $1,131 | 607.6 % | Third Quarter Fiscal Year 2025 Segment Adjusted EBITDA (in thousands) | Segment | 2025 | 2024 | % Change | | :--------------------- | :----- | :------- | :------- | | Retail - Entertainment | $2,573 | $1,575 | 63.4 % | | Retail - Flooring | 590 | (258) | N/A | | Flooring Manufacturing | 4,960 | 2,797 | 77.3 % | | Steel Manufacturing | 4,271 | 3,102 | 37.7 % | | Corporate & Other | 794 | (1,093) | N/A | | Total Adjusted EBITDA¹ | $13,188 | $6,123 | 115.4 % | [Retail – Entertainment](index=4&type=section&id=Retail%20%E2%80%93%20Entertainment_Q3) The Retail-Entertainment segment's revenue increased by 15.2% to $19.0 million, driven by a product mix shift towards higher-priced new products. Operating income significantly improved by 74.0% to $2.3 million, despite a slight decrease in gross margin due to the new product mix - Revenue increased by **$2.5 million, or 15.2%, to $19.0 million**, primarily due to changes in product mix towards new products with higher selling prices[16](index=16&type=chunk)[18](index=18&type=chunk) - Operating income was approximately **$2.3 million**, up from $1.3 million in the prior-year period[18](index=18&type=chunk) - Gross margin slightly decreased to **57.5%** from 57.9% due to the sales of new products with lower margins[18](index=18&type=chunk) [Retail – Flooring](index=6&type=section&id=Retail%20%E2%80%93%20Flooring_Q3) The Retail-Flooring segment's revenue decreased by 17.9% to $30.4 million, mainly due to the disposition of certain stores and decreased consumer demand. Despite a slight drop in gross margin, the operating loss improved by 51.1% to $0.7 million, driven by targeted cost reduction initiatives - Revenue decreased by **$6.6 million, or 17.9%, to $30.4 million**, primarily due to the disposition of certain Johnson stores and decreased demand from broader economic conditions[19](index=19&type=chunk) - Operating loss improved to **$0.7 million** from $1.5 million in the prior-year period, attributed to lower general and administrative and sales and marketing expenses from cost reduction initiatives[19](index=19&type=chunk) - Gross margin was **35.5%**, down from 36.6%, primarily due to a change in product mix[19](index=19&type=chunk) [Flooring Manufacturing](index=6&type=section&id=Flooring%20Manufacturing_Q3) The Flooring Manufacturing segment experienced a 5.7% revenue decrease to $29.5 million due to reduced consumer demand and housing market weakness. However, gross margin improved significantly to 29.9%, and operating income more than doubled to $4.1 million, driven by product mix changes and lower operating expenses - Revenue decreased by **$1.8 million, or 5.7%, to $29.5 million**, primarily due to reduced consumer demand from ongoing weakness in the housing market[20](index=20&type=chunk) - Gross margin increased to **29.9%** from 24.7%, primarily due to changes in product mix[20](index=20&type=chunk) - Operating income improved to **$4.1 million** from $1.9 million, attributable to lower general and administrative and sales and marketing expenses[20](index=20&type=chunk) [Steel Manufacturing](index=6&type=section&id=Steel%20Manufacturing_Q3) The Steel Manufacturing segment's revenue declined by 13.8% to $33.6 million, mainly due to lower sales volumes, partially offset by the Central Steel acquisition. Gross margin significantly increased to 23.1%, and operating income grew by 66.2% to $2.3 million, driven by strategic price increases and the higher-margin acquisition - Revenue decreased by **$5.4 million, or 13.8%, to $33.6 million**, driven by lower sales volumes, partially offset by **$5.0 million incremental revenue** from the Central Steel Fabricators acquisition[21](index=21&type=chunk) - Gross margin increased to **23.1%** from 15.8%, primarily due to strategic price increases and the acquisition of Central Steel, which has higher margins[21](index=21&type=chunk) - Operating income was approximately **$2.3 million**, up from $1.4 million in the prior-year period[21](index=21&type=chunk) [Corporate and Other](index=6&type=section&id=Corporate%20and%20Other_Q3) The Corporate and Other segment shifted from an operating loss of $1.9 million in the prior year to an operating income of $6,000 in Q3 FY2025. This improvement is due to the reallocation of certain costs to segment levels and a reduction in overall expenses - Operating income for the quarter ended June 30, 2025, was approximately **$6,000**, compared to an operating loss of $1.9 million in the prior-year period[22](index=22&type=chunk) - The change in operating income is due to the reallocation of certain costs from the Corporate holding company level to the segment level, along with a reduction in expenses[24](index=24&type=chunk) [Nine Months Fiscal Year 2025 Financial Summary](index=8&type=section&id=Nine%20Months%20Fiscal%20Year%202025%20Financial%20Summary) For the nine months, consolidated revenue decreased, but operating income surged, net income turned significantly positive, and Adjusted EBITDA increased by 31.7% [Nine Months Fiscal Year 2025 Consolidated Financial Summary](index=8&type=section&id=Nine%20Months%20Fiscal%20Year%202025%20Consolidated%20Financial%20Summary) For the nine months ended June 30, 2025, consolidated revenue decreased by 8.1%, primarily from Flooring Manufacturing, Retail-Flooring, and Steel Manufacturing. However, operating income surged by 183.2%, and net income turned significantly positive, driven by improved operating performance, cost reduction initiatives, and substantial one-time gains. Adjusted EBITDA increased by 31.7% Nine Months Fiscal Year 2025 Financial Summary (in thousands except per share amounts) | Metric | 2025 | 2024 | % Change | | :-------------------------- | :------- | :------- | :------- | | Revenue | $331,051 | $360,097 | -8.1 % | | Operating income | $10,857 | $3,834 | 183.2 % | | Net income (loss) | $21,746 | $(6,818) | N/A | | Diluted earnings (loss) per share | $4.97 | $(2.16) | N/A | | Adjusted EBITDA¹ | $25,379 | $19,275 | 31.7 % | - Revenue decreased by **$29.0 million (8.1%) to $331.1 million**, mainly due to Flooring Manufacturing, Retail-Flooring, and Steel Manufacturing segments, partially offset by Retail-Entertainment[26](index=26&type=chunk) - Net income was **$21.7 million**, with diluted EPS of **$4.97**, compared to a net loss of $6.8 million in the prior year. This increase includes a **$22.8 million gain** on modification of the Flooring Liquidators seller note, a **$2.8 million gain** on settlement of PMW earnout liability, and a **$0.7 million gain** on settlement of PMW seller notes, in addition to Q3 gains[28](index=28&type=chunk) - Adjusted EBITDA increased by **$6.1 million (31.7%) to $25.4 million**, reflecting improved operating performance and targeted cost reduction initiatives[29](index=29&type=chunk) [Nine Months Fiscal Year 2025 Segment Results](index=8&type=section&id=Nine%20Months%20Fiscal%20Year%202025%20Segment%20Results) For the nine months, Retail-Entertainment showed revenue and operating income growth. Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing experienced revenue declines but improved operating income (except Retail-Flooring's increased loss) and Adjusted EBITDA, largely due to cost reduction efforts and strategic acquisitions/pricing. Corporate & Other significantly reduced its operating loss Nine Months Fiscal Year 2025 Segment Revenue (in thousands) | Segment | 2025 | 2024 | % Change | | :--------------------- | :------- | :------- | :------- | | Retail - Entertainment | $58,758 | $53,930 | 9.0 % | | Retail - Flooring | 89,519 | 103,332 | -13.4 % | | Flooring Manufacturing | 85,302 | 94,689 | -9.9 % | | Steel Manufacturing | 97,402 | 107,889 | -9.7 % | | Corporate & Other | 70 | 257 | -72.8 % | | Total Revenue | $331,051 | $360,097 | -8.1 % | Nine Months Fiscal Year 2025 Segment Operating Income (Loss) (in thousands) | Segment | 2025 | 2024 | % Change | | :--------------------- | :------- | :------- | :------- | | Retail - Entertainment | $8,223 | $6,305 | 30.4 % | | Retail - Flooring | (5,648) | (4,433) | -27.4 % | | Flooring Manufacturing | 5,536 | 4,779 | 15.8 % | | Steel Manufacturing | 5,639 | 3,225 | 74.9 % | | Corporate & Other | (2,893) | (6,042) | 52.1 % | | Total Operating Income | $10,857 | $3,834 | 183.2 % | Nine Months Fiscal Year 2025 Segment Adjusted EBITDA (in thousands) | Segment | 2025 | 2024 | % Change | | :--------------------- | :------- | :------- | :------- | | Retail - Entertainment | $9,139 | $7,441 | 22.8 % | | Retail - Flooring | (2,159) | (803) | -168.9 % | | Flooring Manufacturing | 7,983 | 7,571 | 5.4 % | | Steel Manufacturing | 10,814 | 8,235 | 31.3 % | | Corporate & Other | (398) | (3,169) | 87.4 % | | Total Adjusted EBITDA¹ | $25,379 | $19,275 | 31.7 % | [Retail – Entertainment](index=12&type=section&id=Retail%20%E2%80%93%20Entertainment_YTD) For the nine months, Retail-Entertainment revenue increased by 9.0% to $58.8 million, driven by product mix changes. Gross margin slightly improved to 57.7%, and operating income grew by 30.4% to $8.2 million - Revenue increased by **$4.8 million, or 9.0%, to $58.8 million**, primarily due to changes in product mix towards new products with higher selling prices[32](index=32&type=chunk) - Operating income was approximately **$8.2 million**, up from $6.3 million in the prior-year period[32](index=32&type=chunk) - Gross margin slightly increased to **57.7%** from 57.3%[32](index=32&type=chunk) [Retail – Flooring](index=12&type=section&id=Retail%20%E2%80%93%20Flooring_YTD) The Retail-Flooring segment's revenue decreased by 13.4% to $89.5 million for the nine months, mainly due to store dispositions and decreased demand. The operating loss increased by 27.4% to $5.6 million, primarily due to revenue and gross margin declines, partially offset by cost reduction initiatives - Revenue decreased by **$13.8 million, or 13.4%, to $89.5 million**, primarily due to the disposition of certain Johnson stores and decreased demand[33](index=33&type=chunk) - Operating loss increased to **$5.6 million** from $4.4 million, primarily due to decreased revenues and gross margin, partially offset by cost reduction initiatives[33](index=33&type=chunk) - Gross margin was **35.7%**, down from 37.0%, primarily driven by a change in product mix[33](index=33&type=chunk) [Flooring Manufacturing](index=12&type=section&id=Flooring%20Manufacturing_YTD) Flooring Manufacturing revenue decreased by 9.9% to $85.3 million for the nine months due to reduced consumer demand. However, gross margin improved to 26.4%, and operating income increased by 15.8% to $5.5 million, driven by product mix changes - Revenue decreased by **$9.4 million, or 9.9%, to $85.3 million**, primarily due to reduced consumer demand from ongoing weakness in the housing market[34](index=34&type=chunk) - Gross margin increased to **26.4%** from 24.2%, primarily due to changes in product mix[34](index=34&type=chunk) - Operating income was approximately **$5.5 million**, up from $4.8 million in the prior-year period[34](index=34&type=chunk) [Steel Manufacturing](index=12&type=section&id=Steel%20Manufacturing_YTD) Steel Manufacturing revenue decreased by 9.7% to $97.4 million for the nine months, mainly due to lower sales volumes, partially offset by the Central Steel acquisition. Gross margin significantly improved to 20.9%, and operating income grew by 74.9% to $5.6 million, driven by strategic price increases and the acquisition of Central Steel - Revenue decreased by **$10.5 million, or 9.7%, to $97.4 million**, driven by lower sales volumes, partially offset by **$11.9 million incremental revenue** from the Central Steel acquisition[35](index=35&type=chunk) - Gross margin increased to **20.9%** from 15.3%, primarily due to strategic price increases and the acquisition of Central Steel[35](index=35&type=chunk) - Operating income was approximately **$5.6 million**, up from $3.2 million in the prior-year period[35](index=35&type=chunk) [Corporate and Other](index=12&type=section&id=Corporate%20and%20Other_YTD) The Corporate and Other segment's operating loss significantly decreased by 52.1% to $2.9 million for the nine months, compared to $6.0 million in the prior year. This improvement is attributed to cost reallocation to segment levels and overall expense reduction - Operating loss was approximately **$2.9 million**, a **52.1% improvement** from $6.0 million in the prior-year period[36](index=36&type=chunk)[31](index=31&type=chunk) - The change in operating loss is due to the reallocation of certain costs from the Corporate holding company level to the segment level and a reduction in expenses[37](index=37&type=chunk) [Consolidated Financial Statements](index=17&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements reflect decreased total assets, increased stockholders' equity, and a significant turnaround from net loss to net income [Consolidated Balance Sheets](index=17&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, Live Ventures reported total assets of $387.5 million and stockholders' equity of $94.3 million. Current assets decreased, primarily due to lower trade receivables, while total liabilities also decreased, driven by reductions in current liabilities such as accounts payable and current portion of long-term debt Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2025 | September 30, 2024 | | :------------------------------------ | :------------ | :----------------- | | Cash | $7,625 | $4,601 | | Trade receivables, net | 39,038 | 46,861 | | Inventories, net | 126,350 | 120,456 | | Total current assets | 169,885 | 181,935 | | Total assets | 387,464 | 407,547 | | Accounts payable | 25,109 | 31,002 | | Total current liabilities | 103,256 | 129,659 | | Total liabilities | 293,207 | 334,658 | | Total stockholders' equity | 94,257 | 72,889 | - Total assets decreased from **$407.5 million** at September 30, 2024, to **$387.5 million** at June 30, 2025[45](index=45&type=chunk) - Total stockholders' equity increased from **$72.9 million** at September 30, 2024, to **$94.3 million** at June 30, 2025[45](index=45&type=chunk) [Consolidated Statements of Income](index=18&type=section&id=Consolidated%20Statements%20of%20Income) The consolidated statements of income show a significant turnaround from a net loss in the prior year to net income in both Q3 and the nine months ended June 30, 2025. This was driven by substantial increases in gross profit and operating income, coupled with various one-time gains, despite a decrease in overall revenue Consolidated Statements of Income Highlights (in thousands) | Metric | Q3 FY2025 | Q3 FY2024 | YTD FY2025 | YTD FY2024 | | :-------------------------------- | :-------- | :-------- | :--------- | :--------- | | Revenue | $112,530 | $123,878 | $331,051 | $360,097 | | Cost of revenue | 74,243 | 86,833 | 222,254 | 251,258 | | Gross profit | 38,287 | 37,045 | 108,797 | 108,839 | | Operating income | 8,003 | 1,131 | 10,857 | 3,834 | | Net income (loss) | $5,388 | $(2,855) | $21,746 | $(6,818) | | Diluted earnings (loss) per share | $1.24 | $(0.91) | $4.97 | $(2.16) | - Gross profit increased in Q3 FY2025 to **$38.3 million** from $37.0 million in Q3 FY2024, despite lower revenue, indicating improved margins[47](index=47&type=chunk) - Total other income (expense), net, significantly improved, moving from an expense of **$(4.95) million** in Q3 FY2024 to an expense of **$(0.55) million** in Q3 FY2025, and from an expense of **$(13.06) million to an income of $18.27 million** for the nine months, largely due to various gains[47](index=47&type=chunk) [Non-GAAP Financial Information](index=14&type=section&id=Non-GAAP%20Financial%20Information) This section defines Adjusted EBITDA as a non-GAAP measure for evaluating operational performance and provides its reconciliation from net income (loss) [Adjusted EBITDA Definition](index=14&type=section&id=Adjusted%20EBITDA%20Definition) 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. It is used by management and financial analysts to evaluate operational strength, performance, and ability to fund capital expenditures and service debt, but should not be considered a substitute for GAAP measures - Adjusted EBITDA is defined as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges[38](index=38&type=chunk) - Management uses Adjusted EBITDA to evaluate operating results, perform analytical comparisons, and identify strategies to improve performance, believing it is useful for investors in analyzing operating performance[38](index=38&type=chunk) - Adjusted EBITDA is a non-GAAP measure and should not be construed as an alternative to net income or loss, nor indicative of cash flow available to fund cash needs[38](index=38&type=chunk) [Adjusted EBITDA Reconciliation](index=20&type=section&id=Adjusted%20EBITDA%20Reconciliation) The reconciliation shows how Net Income (Loss) is adjusted to arrive at Adjusted EBITDA. For Q3 FY2025, Net Income of $5.388 million was adjusted to $13.188 million Adjusted EBITDA. For the nine months, Net Income of $21.746 million was adjusted to $25.379 million Adjusted EBITDA, with significant adjustments for non-recurring gains Adjusted EBITDA Reconciliation (in thousands) | Metric | Q3 FY2025 | Q3 FY2024 | YTD FY2025 | YTD FY2024 | | :-------------------------------- | :-------- | :-------- | :--------- | :--------- | | Net income (loss) | $5,388 | $(2,855) | $21,746 | $(6,818) | | Depreciation and amortization | 4,546 | 4,349 | 13,362 | 12,832 | | Stock-based compensation | 50 | 174 | 150 | 274 | | Interest expense, net | 3,854 | 4,233 | 11,949 | 12,563 | | Income tax expense (benefit) | 2,067 | (968) | 7,385 | (2,409) | | Gain on modification of seller note | — | — | (22,784) | — | | Gain on settlement of earnout liability | — | — | (2,840) | — | | Gain on settlement of holdback | (1,282) | — | (1,186) | — | | Gain on Employee Retention Credits| (1,469) | — | (1,824) | — | | Acquisition costs | — | 889 | — | 1,762 | | Disposition of Johnson | — | 301 | — | 301 | | Adjusted EBITDA | $13,188 | $6,123 | $25,379 | $19,275 | - Adjusted EBITDA for Q3 FY2025 was **$13.188 million**, a **115.4% increase** from $6.123 million in Q3 FY2024[49](index=49&type=chunk) - Adjusted EBITDA for the nine months ended June 30, 2025, was **$25.379 million**, a **31.7% increase** from $19.275 million in the prior-year period[49](index=49&type=chunk) [Forward-Looking and Cautionary Statements](index=14&type=section&id=Forward-Looking%20and%20Cautionary%20Statements) This section contains forward-looking statements, identified by words like "will," "expects," and "anticipates," which are subject to risks and uncertainties. Actual results may differ materially due to various factors, including management plans, market acceptance of products, and future financial performance. The company cautions that these statements are qualified by factors in its Annual Report on Form 10-K and undertakes no obligation to update them - The press release contains forward-looking information, identified by words such as "will," "expects," "anticipates," and similar statements, intended to be covered by safe harbor provisions[39](index=39&type=chunk) - Actual results could differ materially from forward-looking statements due to factors including management plans, market acceptance of products, and future financial performance[39](index=39&type=chunk) - The company cautions that forward-looking statements are qualified by factors set forth in its Annual Report on Form 10-K and undertakes no obligation to publicly update them[39](index=39&type=chunk)[41](index=41&type=chunk) [About Live Ventures Incorporated](index=16&type=section&id=About%20Live%20Ventures%20Incorporated) Live Ventures Incorporated is a diversified holding company focused on value-oriented acquisitions of domestic middle-market companies. Its strategy is sector-agnostic, targeting well-run businesses with a track record of earnings growth and cash flow generation, aiming to build stockholder value through a disciplined buy-build-hold approach. Founded in 1968, the company's portfolio includes textile, flooring, tools, steel, and entertainment industries - Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies[42](index=42&type=chunk) - The acquisition strategy is sector-agnostic, targeting well-run, closely held businesses with demonstrated earnings growth and cash flow generation[42](index=42&type=chunk) - The company's current portfolio includes subsidiaries in the textile, flooring, tools, steel, and entertainment industries[42](index=42&type=chunk) [Contact Information](index=16&type=section&id=Contact%20Information) For investor relations inquiries, contact Greg Powell, Director of Investor Relations at Live Ventures Incorporated, via phone at 725.500.5597 or email at gpowell@liveventures.com. Additional information is available on their website, www.liveventures.com - Contact: Greg Powell, Director of Investor Relations, Live Ventures Incorporated[43](index=43&type=chunk) - Phone: **725.500.5597**, Email: **gpowell@liveventures.com**[43](index=43&type=chunk) - Website: **www.liveventures.com**[43](index=43&type=chunk)

Core Insights - Live Ventures Incorporated reported improved operational performance across all four operating segments in the third quarter of fiscal year 2025, despite challenges in the new home construction and home refurbishment markets [3][4][5] - The company achieved a significant increase in Adjusted EBITDA, more than doubling from $6.1 million to $13.2 million, reflecting effective cost management and operational optimization [5][11][37] Financial Summary for Q3 Fiscal Year 2025 - Revenue decreased by 9.2% to approximately $112.5 million compared to $123.9 million in the prior-year period, primarily due to declines in the Retail-Flooring and Steel Manufacturing segments [7][8] - Operating income surged by 607.6% to $8.0 million, up from $1.1 million in the prior-year period, driven by increased revenue in the Retail-Entertainment segment and reduced expenses [8][9] - Net income increased to $5.4 million from a net loss of $2.9 million in the prior-year period, with diluted earnings per share rising to $1.24 [10][8] - Gross margin expanded to 34.0%, a 410 basis point improvement from 29.9% in the prior-year period [8][4] Segment Performance - **Retail - Entertainment**: Revenue increased by 15.2% to approximately $19.0 million, with operating income rising to approximately $2.3 million [16] - **Retail - Flooring**: Revenue decreased by 17.9% to approximately $30.4 million, with an operating loss of approximately $0.7 million, improved from a loss of $1.5 million in the prior-year period [17] - **Flooring Manufacturing**: Revenue decreased by 5.7% to approximately $29.5 million, but operating income increased to approximately $4.1 million from $1.9 million [18] - **Steel Manufacturing**: Revenue decreased by 13.8% to approximately $33.6 million, with operating income rising to approximately $2.3 million from $1.4 million [19] Financial Summary for Nine Months Ended June 30, 2025 - Total revenue decreased by 8.1% to approximately $331.1 million compared to $360.1 million in the prior-year period, with declines in Flooring Manufacturing, Retail-Flooring, and Steel Manufacturing segments [22][24] - Operating income increased by 183.2% to approximately $10.9 million, driven by lower expenses and improved performance in the Retail-Entertainment segment [25] - Net income for the nine months was approximately $21.7 million, with diluted earnings per share at $4.97, compared to a net loss of approximately $6.8 million in the prior-year period [26][24] - Adjusted EBITDA for the nine months increased by 31.7% to approximately $25.4 million, reflecting improved operational performance [27] Segment Results for Nine Months Ended June 30, 2025 - **Retail - Entertainment**: Revenue increased by 9.0% to approximately $58.8 million, with operating income of approximately $8.2 million [31] - **Retail - Flooring**: Revenue decreased by 13.4% to approximately $89.5 million, with an operating loss of approximately $5.6 million [32] - **Flooring Manufacturing**: Revenue decreased by 9.9% to approximately $85.3 million, with operating income of approximately $5.5 million [34] - **Steel Manufacturing**: Revenue decreased by 9.7% to approximately $97.4 million, with operating income of approximately $5.6 million [35]

Company Overview - Live Ventures Incorporated is a diversified holding company focused on value-oriented acquisitions of domestic middle-market companies [2] - The company's acquisition strategy is sector agnostic, targeting well-run, closely held businesses with a proven track record of earnings growth and cash flow generation [2] - Live Ventures aims to partner with management teams of acquired businesses to enhance stockholder value through a disciplined buy-build-hold long-term strategy [2] - Founded in 1968, the company was refocused into a diversified holding company in 2011 under the leadership of CEO Jon Isaac [2] - The current portfolio includes subsidiaries in the textile, flooring, tools, steel, and entertainment industries [2] Upcoming Financial Results - Live Ventures will release its financial results for the fiscal third quarter ended June 30, 2025, before the market opens on August 7, 2025 [1] - A conference call to discuss the results is scheduled for August 7, 2025, at 2:00 p.m. Pacific Daylight Time (5:00 p.m. Eastern Daylight Time) [1] - Investors can access a recording of the discussion on the company's Investor Relations page after the call [1]

Core Viewpoint - Live Energy Minerals Corp. has successfully closed an option agreement with a purchaser for mineral claims in Saskatchewan, which includes the issuance of common shares and a cash payment requirement [1][2]. Group 1: Option Agreement Details - The option agreement allows the purchaser to acquire a 100% undivided interest in two mineral claims totaling approximately 5,355 hectares in Saskatchewan [2]. - The purchaser issued 5,500,000 common shares as part of the consideration and is required to pay $50,000 in cash within three years of the agreement's effective date [2]. - The company has granted the purchaser the right to buy a 3% net smelter return royalty by issuing an additional 5,500,000 shares to a third-party royalty holder, subject to regulatory acceptance [3]. Group 2: Regulatory and Compliance Information - The consideration shares are subject to a statutory four-month hold period under Canadian Securities Laws, and no finder's fees were paid for this arm's length agreement [4]. - A copy of the option agreement has been filed under the company's profile on SEDAR+ [4]. Group 3: Company Overview - Live Energy Minerals Corp. is focused on exploring clean energy minerals in North and South America, holding interests in uranium, vanadium, and molybdenum projects in the USA [5]. - The company aims to create shareholder value through quality projects and proven exploration strategies [5].

Revenue Performance - Revenue for the second quarter of FY 2025 was $107.0 million, a decrease of 9.8% from $118.6 million in the prior year period[4] - For the six months ended March 31, 2025, total revenue was $218.5 million, a decrease of 7.5% from $236.2 million in the prior year period[23] - Revenue for the three months ended March 31, 2025, was $107.013 million, a decrease of 9.5% compared to $118.626 million for the same period in 2024[46] Segment Performance - Retail-Entertainment segment revenue increased by 9.6% to $18.5 million, driven by a favorable product mix[14] - Retail-Flooring segment revenue decreased by 14.5% to $27.4 million, primarily due to the disposition of certain stores[15] - Steel Manufacturing segment revenue decreased by 11.7% to $31.3 million, with a gross margin increase to 21.2% due to strategic price increases[19] - Retail-Entertainment segment revenue increased by approximately $2.3 million, or 6.2%, to $39.7 million for the six months ended March 31, 2025, compared to $37.4 million in the prior year[31] - Retail-Flooring segment revenue decreased by approximately $7.2 million, or 10.9%, to $59.1 million for the six months ended March 31, 2025, primarily due to the disposition of certain stores[32] - Flooring Manufacturing segment revenue decreased by approximately $7.6 million, or 12.0%, to $55.8 million for the six months ended March 31, 2025, attributed to reduced consumer demand[34] - Steel Manufacturing segment revenue decreased by approximately $5.0 million, or 7.4%, to $63.8 million for the six months ended March 31, 2025, with lower sales volumes partially offset by revenue from the acquisition of Central Steel[35] Income and Profitability - Operating income increased to $2.1 million, compared to an operating loss of $0.8 million in the prior year period, reflecting a $2.9 million improvement[5] - Income before provision for income taxes was $21.1 million, compared to a loss of $4.5 million in the prior year period, primarily due to a $22.8 million gain on the modification of the Flooring Liquidators seller note[9] - Adjusted EBITDA for the second quarter was $6.4 million, an increase of 44.6% from $4.5 million in the prior year period[10] - Total Adjusted EBITDA decreased by 7.3% to $12.191 million for the six months ended March 31, 2025, compared to $13.153 million in the prior year[30] - Gross profit for the six months ended March 31, 2025, was $70.510 million, down from $71.794 million in 2024, reflecting a decline of 1.8%[46] - Operating income for the six months ended March 31, 2025, was $2.854 million, compared to $2.703 million in 2024, showing a growth of 5.6%[46] Cash and Assets - Total assets as of March 31, 2025, were $393.6 million, with stockholders' equity of $88.9 million[5] - Cash increased to $6.931 million as of March 31, 2025, compared to $4.601 million as of September 30, 2024[43] - Total assets decreased to $393.581 million as of March 31, 2025, from $407.547 million as of September 30, 2024[43] Shareholder Information - The company repurchased 31,323 shares of common stock at an average price of $8.28 per share[5] - Basic income per share for the three months ended March 31, 2025, was $5.10, compared to a loss of $1.04 per share in the same period of 2024[46] - The weighted average common shares outstanding for diluted earnings was 3,138,717 for the three months ended March 31, 2025[46] Expenses and Interest - Total operating expenses for the three months ended March 31, 2025, were $33.056 million, a decrease of 8.5% from $36.305 million in 2024[46] - Interest expense for the six months ended March 31, 2025, was $8.095 million, slightly down from $8.330 million in 2024[46] Gains - The company reported a gain on modification of seller note amounting to $22.784 million for the six months ended March 31, 2025[46]