[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]

Financial Data and Key Metrics Changes - Total revenue for the second quarter decreased by $9.8 million to approximately $107 million, primarily due to declines in the retail flooring, flooring manufacturing, and steel manufacturing segments [6][7] - Gross profit remained consistent at $35.1 million, with gross margin percentage increasing to 32.8% from 29.9% in the prior year period [7][8] - Net income was approximately $15.9 million for the quarter, with diluted EPS of $5.5 compared to a net loss of approximately $3.3 million and a loss per share of $1.04 in the prior year period [9] Business Line Data and Key Metrics Changes - Retail entertainment segment revenue increased by $1.6 million or 9.6% to approximately $18.5 million, driven by increased consumer demand for new products [6] - Retail flooring segment revenue decreased by $4.6 million or 14.5% to approximately $27.4 million, primarily due to the disposition of certain stores [6][7] - Flooring manufacturing segment revenue decreased by $4.4 million or 12.8% to approximately $29.8 million, attributed to reduced consumer demand [7] - Steel manufacturing segment revenue decreased by $4.2 million or 11.7% to approximately $31.3 million, driven by lower sales volumes, partially offset by revenue from Central Steel [7] Market Data and Key Metrics Changes - The company faced challenges in the flooring businesses due to ongoing softness in new home construction and home refurbishment markets, as well as economic uncertainty [5] - The steel manufacturing segment showed improved efficiencies following the acquisition of Central Steel, which historically generated higher margins [8] Company Strategy and Development Direction - The company is implementing operational initiatives to enhance performance in the retail flooring segment, including a new executive management team and targeted cost reduction initiatives [5][10] - The focus remains on operational excellence and long-term fundamentals of the business, with potential share repurchases as part of the capital allocation strategy [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term fundamentals of the business despite challenging market conditions impacting the retail flooring and flooring manufacturing segments [10] - The company is actively monitoring potential impacts from tariffs and diversifying vendor relationships to mitigate risks [20][22] Other Important Information - The company successfully negotiated a $19 million reduction in flooring liquidators seller notes, resulting in a $22.8 million gain [5][9] - Total cash availability at the end of the quarter was $26.6 million, with working capital of approximately $49.1 million [9] Q&A Session Summary Question: About the modification of the note - The modification of the note was not anticipated in the original agreement and was a result of renegotiation [16][17] Question: Impact of tariffs on the business - The company has not experienced negative impacts from tariffs to date and is preparing for potential future changes by diversifying vendor relationships [20][22]

Financial Data and Key Metrics Changes - Total revenue for Q2 2025 decreased by $9.8 million to approximately $107 million, primarily due to declines in retail flooring, flooring manufacturing, and steel manufacturing segments [6][7] - Net income for the quarter was approximately $15.9 million, with diluted EPS of $5.5, compared to a net loss of approximately $3.3 million and a loss per share of $1.04 in the prior year period [9] - Adjusted EBITDA for the quarter increased by approximately $2 million to around $6.4 million, driven by the acquisition of Central Steel and cost reduction initiatives [9] Business Line Data and Key Metrics Changes - Retail entertainment segment revenue increased by $1.6 million or 9.6% to approximately $18.5 million, attributed to higher consumer demand for new products [6] - Retail flooring segment revenue decreased by $4.6 million or 14.5% to approximately $27.4 million, mainly due to the disposition of certain stores [7] - Flooring manufacturing segment revenue decreased by $4.4 million or 12.8% to approximately $29.8 million, driven by reduced consumer demand [7] - Steel manufacturing segment revenue decreased by $4.2 million or 11.7% to approximately $31.3 million, impacted by lower sales volumes, partially offset by revenue from Central Steel [7] Market Data and Key Metrics Changes - The company faced challenges in the flooring business due to ongoing softness in new home construction and home refurbishment markets, as well as economic uncertainty [5] - The retail flooring and flooring manufacturing segments were particularly affected by reduced consumer demand [10] Company Strategy and Development Direction - The company is focusing on operational excellence and has implemented targeted cost reduction initiatives in the flooring retail segments [10] - A new executive management team has been brought in to enhance performance through top-line growth and operational efficiency in the retail flooring segment [5] - The company is considering share repurchases as part of its capital allocation strategy, believing it represents long-term value for shareholders [9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the long-term fundamentals of the business despite current market challenges [10] - The company is actively monitoring potential impacts from tariffs and is diversifying vendor relationships to mitigate risks [17][20] Other Important Information - The company successfully negotiated a $19 million reduction in flooring liquidators seller notes, resulting in a $22.8 million gain [5][8] - Total cash availability at the end of the quarter was $26.6 million, with working capital of approximately $49.1 million [9] Q&A Session Summary Question: Was the modification of the note anticipated in the original agreement? - Management clarified that the modification was not anticipated in the original agreement and was a new renegotiation [15][16] Question: How might tariffs affect the business? - Management stated that there have been no negative impacts from tariffs to date and that they are diversifying vendor relationships to prepare for potential changes [17][20]

Financial Performance - Revenue for the three months ended March 31, 2025, was $107,013,000, a decrease of 9.5% compared to $118,626,000 for the same period in 2024[147] - Gross profit for the three months ended March 31, 2025, was $35,148,000, representing 32.8% of total revenue, compared to $35,467,000 or 29.9% in 2024[147] - Net income for the three months ended March 31, 2025, was $15,866,000, compared to a net loss of $3,281,000 in the same period of 2024[147] - Total revenue for the three months ended March 31, 2025, was approximately $107.0 million, a decrease of $11.6 million or 9.8% compared to $118.6 million in the prior year period[149] - For the six months ended March 31, 2025, total revenue was $218.5 million, a decrease of $17.7 million or 7.5% compared to $236.2 million in the prior year[157] - Net income for the six months ended March 31, 2025, was $16.4 million, compared to a net loss of $4.0 million in the prior year[154] Segment Performance - The Steel Manufacturing segment reported Adjusted EBITDA of $3,742,000, up from $2,331,000 in the prior year, reflecting a significant improvement[147] - The Retail-Flooring segment reported an Adjusted EBITDA loss of $(1,778,000), slightly improved from a loss of $(1,849,000) in 2024[147] - Retail-Entertainment segment revenue increased by approximately $1.6 million or 9.6% to $18.5 million for the quarter ended March 31, 2025, driven by higher consumer demand for new products[164] - Retail-Flooring segment revenue for Q1 2025 was approximately $27.4 million, a decrease of 14.5% from $32.0 million in Q1 2024[165] - Flooring Manufacturing segment revenue for Q1 2025 was approximately $29.8 million, a decrease of 12.8% from $34.2 million in Q1 2024[166] - Steel Manufacturing segment revenue for Q1 2025 was approximately $31.3 million, a decrease of 11.7% from $35.5 million in Q1 2024[167] - Retail-Entertainment segment revenue for the six months ended March 31, 2025 was approximately $39.7 million, an increase of 6.2% from $37.4 million in the prior year[171] - Retail-Flooring segment revenue for the six months ended March 31, 2025 was approximately $59.1 million, a decrease of 10.9% from $66.4 million in the prior year[172] - Flooring Manufacturing segment revenue for the six months ended March 31, 2025 was approximately $55.8 million, a decrease of 12.0% from $63.4 million in the prior year[173] - Steel Manufacturing segment revenue for the six months ended March 31, 2025 was approximately $63.8 million, a decrease of 7.4% from $68.8 million in the prior year[174] Adjusted EBITDA - Total Adjusted EBITDA for the three months ended March 31, 2025, was $6,446,000, an increase of 44.7% from $4,457,000 in 2024[147] - Adjusted EBITDA as a percentage of revenue for the consolidated company was 6.0% for the three months ended March 31, 2025, compared to 3.8% in 2024[147] - Adjusted EBITDA for Q1 2025 was approximately $6.4 million, an increase of 44.6% from $4.5 million in Q1 2024[176] Expenses and Cash Flow - General and Administrative expenses decreased by 5% to approximately $28.3 million for the three months ended March 31, 2025, compared to the same period in 2024[151] - Sales and marketing expenses decreased by 27% to approximately $4.7 million for the three months ended March 31, 2025, due to reduced activities at Flooring Liquidators[152] - Interest expense, net, decreased by approximately 5.6% to $3.9 million for the three months ended March 31, 2025, due to lower average debt balances[153] - Cash flows used in financing activities for the six months ended March 31, 2025, were approximately $3.0 million, including payments on notes payable of approximately $3.4 million and finance leases of approximately $2.0 million[184] - For the six months ended March 31, 2024, cash flows used in financing activities were also approximately $3.0 million, with net borrowings under revolver loans amounting to approximately $7.7 million[185] Company Strategy and Investments - The company continues to seek acquisition opportunities to enhance synergies within its diversified business model[127] - The company has made recent investments in additional capacity for its Flooring Manufacturing segment to support growth in attractive product lines[134] - The acquisition of Central Steel in May 2024 contributed to improved margins in the Steel Manufacturing segment[150] - The company is not currently issuing common shares for liquidity purposes, preferring asset-based lending and mezzanine financing for acquisitions[186] - Future financing needs may include additional debt financing or capital for new acquisitions and refinancing existing debt, which could dilute existing stockholders' ownership[187] Risk Management - As of March 31, 2025, the company did not participate in any market risk-sensitive commodity instruments and believes it is not materially exposed to foreign currency exchange risk or commodity price risk[188] Working Capital - Total cash on hand as of March 31, 2025 was approximately $6.9 million, with $19.7 million available under revolving credit facilities[178] - Working capital as of March 31, 2025 was approximately $49.1 million, a decrease of $3.2 million from $52.3 million as of September 30, 2024[180]

Core Insights - Live Ventures Incorporated reported financial results for the fiscal second quarter of 2025, showing a mixed performance across its segments, with notable improvements in Retail-Entertainment and Steel Manufacturing, while Retail-Flooring and Flooring Manufacturing faced challenges due to reduced consumer demand [1][3][4]. Financial Performance - Revenue for the second quarter decreased by approximately $11.6 million, or 9.8%, to $107.0 million compared to $118.6 million in the prior year [6][8]. - Operating income increased by approximately $2.9 million to $2.1 million, compared to an operating loss of $0.8 million in the prior year [7][8]. - Net income for the quarter was $15.9 million, a significant improvement from a net loss of $3.3 million in the prior year [8][39]. - Adjusted EBITDA rose by approximately $2.0 million, or 44.6%, to $6.4 million compared to $4.5 million in the prior year [10][39]. Segment Performance - **Retail-Entertainment**: Revenue increased by approximately $1.6 million, or 9.6%, to $18.5 million, driven by a favorable product mix [13]. - **Retail-Flooring**: Revenue decreased by approximately $4.6 million, or 14.5%, to $27.4 million, primarily due to the closure of certain stores [14]. - **Flooring Manufacturing**: Revenue decreased by approximately $4.4 million, or 12.8%, to $29.8 million, attributed to reduced consumer demand [15]. - **Steel Manufacturing**: Revenue decreased by approximately $4.2 million, or 11.7%, to $31.3 million, with a notable increase in gross margin to 21.2% [16]. Balance Sheet and Cash Position - As of March 31, 2025, total assets were $393.6 million, with stockholders' equity of $88.9 million [11][36]. - The company had approximately $26.6 million in cash and availability under credit facilities [11][39]. Six-Month Performance Summary - For the six months ended March 31, 2025, revenue decreased by approximately $17.7 million, or 7.5%, to $218.5 million [19]. - Operating income increased by approximately 5.6% to $2.9 million compared to the prior year [20]. - Adjusted EBITDA for the six months was approximately $12.2 million, a decrease of 7.3% compared to the prior year [22].

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 late 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 second quarter ended March 31, 2025, before the market opens on May 8, 2025 [1] - A conference call to discuss the results is scheduled for May 8, 2025, at 2:00 p.m. Pacific Standard Time (5:00 p.m. Eastern Standard Time) [1] - Interested parties are encouraged to dial in at least 15 minutes in advance to ensure connection [1]