PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Live Ventures Incorporated's unaudited condensed consolidated financial statements for Q1 FY2022 and Q1 FY2021, including balance sheets, income statements, cash flows, and equity changes, with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $219.0 million as of December 31, 2021, driven by higher cash and inventories, while total stockholders' equity grew to $81.6 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2021 (Unaudited) | Sep 30, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $105,231 | $98,790 | | **Total Assets** | **$218,987** | **$211,738** | | **Total Current Liabilities** | $62,684 | $64,960 | | **Total Liabilities** | **$137,343** | **$136,658** | | **Total Stockholders' Equity** | **$81,644** | **$75,080** | | **Total Liabilities & Equity** | **$218,987** | **$211,738** | [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Revenues increased 20.3% year-over-year to $75.2 million for Q1 FY2022, with net income attributable to Live Stockholders rising to $6.5 million Statement of Income Summary (in thousands, except per share) | Metric | Q1 FY2022 (ended Dec 31, 2021) | Q1 FY2021 (ended Dec 31, 2020) | Change | | :--- | :--- | :--- | :--- | | **Revenues** | $75,158 | $62,454 | +20.3% | | **Gross Profit** | $27,616 | $22,269 | +24.0% | | **Operating Income** | $10,407 | $7,291 | +42.7% | | **Net Income to Live Stockholders** | $6,546 | $5,413 | +20.9% | | **Diluted EPS** | $2.04 | $1.63 | +25.2% | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities decreased to $4.2 million for Q1 FY2022, with a net cash increase of $5.4 million for the quarter Cash Flow Summary (in thousands) | Activity | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $4,244 | $7,668 | | Net Cash from Investing Activities | ($3,070) | ($3,258) | | Net Cash from Financing Activities | $4,193 | ($6,162) | | **Increase (Decrease) in Cash** | **$5,367** | **($1,752)** | | **Cash, End of Period** | **$10,031** | **$7,232** | [Notes to the Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail accounting policies, business segments including Retail, Flooring, and Steel Manufacturing, long-term debt of $57.9 million, and significant legal contingencies like the SEC investigation and ApplianceSmart bankruptcy - The company operates through three main segments: **Retail** (Vintage Stock, ApplianceSmart), **Flooring Manufacturing** (Marquis Industries), and **Steel Manufacturing** (Precision Marshall)[20](index=20&type=chunk)[81](index=81&type=chunk) - Total long-term debt, including current portions, was **$57.9 million** as of December 31, 2021[39](index=39&type=chunk) - The company is involved in an **SEC investigation** and a civil complaint filed in August 2021, alleging financial, disclosure, and reporting violations, which the company is defending against[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) - Subsidiary ApplianceSmart's Chapter 11 reorganization plan was confirmed in December 2021, with the company expecting to emerge upon full satisfaction of the plan[74](index=74&type=chunk)[76](index=76&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 FY2022 financial results, highlighting a 20% revenue growth to $75.2 million, increased Adjusted EBITDA to $12.1 million, and sufficient liquidity for the next 12 months Q1 FY2022 Performance Highlights (in thousands) | Metric | Q1 FY2022 | Q1 FY2021 | | :--- | :--- | :--- | | Revenues | $75,158 | $62,454 | | Gross Profit | $27,616 | $22,269 | | Net Income | $6,546 | $5,279 | | Adjusted EBITDA | $12,102 | $9,930 | - Revenue increased by **$12.7 million (20%)** due to increased sales pricing and demand across Flooring, Steel, and Retail segments, including new store openings[112](index=112&type=chunk) - As of December 31, 2021, the company held **$10.0 million in cash** and had **$28.8 million available** under revolving credit facilities[125](index=125&type=chunk) [Results of Operations by Segment](index=26&type=section&id=Results%20of%20Operations%20by%20Segment) All operating segments reported year-over-year revenue growth, with Retail up 17% to $26.2 million, Flooring Manufacturing up 9% to $32.9 million, and Steel Manufacturing up 27% to $12.4 million, significantly boosting its operating income Segment Revenue (in thousands) | Segment | Q1 FY2022 | Q1 FY2021 | Change | | :--- | :--- | :--- | :--- | | Retail | $26,211 | $22,370 | +17.2% | | Flooring Manufacturing | $32,872 | $30,222 | +8.8% | | Steel Manufacturing | $12,366 | $9,735 | +27.0% | Segment Operating Income (in thousands) | Segment | Q1 FY2022 | Q1 FY2021 | Change | | :--- | :--- | :--- | :--- | | Retail | $4,810 | $4,493 | +7.1% | | Flooring Manufacturing | $4,608 | $4,150 | +11.0% | | Steel Manufacturing | $1,654 | $144 | +1048.6% | [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) Working capital increased to **$42.5 million** as of December 31, 2021, with management confident in sufficient liquidity from current cash, operations, and credit lines for the next 12 months - Working capital was approximately **$42.5 million** as of December 31, 2021, an increase from **$33.8 million** as of September 30, 2021[127](index=127&type=chunk) - Net cash provided by operations was **$4.2 million**, a decrease from **$7.7 million** in the prior year, primarily due to inventory purchases and payments on accrued liabilities[128](index=128&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that it does not participate in market risk-sensitive commodity instruments and believes it is not subject in any material way to other market risks such as foreign currency exchange risk or commodity price risk - The company reports no material exposure to market risk, including foreign currency or commodity price risk[136](index=136&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2021, due to material weaknesses in internal control over financial reporting, with remediation efforts planned for fiscal year 2022 - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2021[137](index=137&type=chunk) - Identified material weaknesses include insufficient written documentation of internal control policies, inadequate procedures for evaluating subsidiary controls, and insufficient resources for segregation of duties[142](index=142&type=chunk) - The company plans to improve documentation and develop an internal testing plan to remediate these weaknesses during fiscal year 2022[142](index=142&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=31&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal matters, primarily an SEC civil complaint filed in August 2021 alleging financial and disclosure violations, which the company is disputing, and the expected emergence of subsidiary ApplianceSmart from Chapter 11 bankruptcy - The SEC filed a civil complaint against the company and two executives on August 2, 2021, alleging violations related to financial reporting, stock promotion, and executive compensation[150](index=150&type=chunk) - The company filed a motion to dismiss the SEC complaint on October 1, 2021, and intends to defend itself vigorously[151](index=151&type=chunk)[152](index=152&type=chunk) - A reorganization plan for the subsidiary ApplianceSmart was confirmed on December 14, 2021, with an expectation to emerge from Chapter 11 bankruptcy[153](index=153&type=chunk) [Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors) The company reported no new material risk factors during the quarter - No new risk factors are disclosed in this report[154](index=154&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase common stock during Q1 FY2022, with approximately **$6.8 million** remaining available under its **$10 million** repurchase program - No common stock was repurchased during the quarter ended December 31, 2021[155](index=155&type=chunk) - Approximately **$6.8 million** remains available under the company's stock repurchase program as of December 31, 2021[155](index=155&type=chunk) [Defaults upon Senior Securities](index=31&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[156](index=156&type=chunk) [Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None reported[157](index=157&type=chunk) [Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None reported[158](index=158&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with or incorporated by reference into the Quarterly Report, including corporate governance documents and officer certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION | Nevada | | 85-0206668 | | --- | --- | --- | | (State or Other Jurisdiction of Incorporation or Organization) | | (IRS Employer Identification No.) | | 325 E Warm Springs Road, Suite 102, Las Vegas, Nevada | | | | 89119 | | | | (Address of principal executive offices) | | (Zip Code) | | Registrant's telephone number, including area code: (702) 997-5968 | | | | Securities registered under Section 12(b) of the Exchange Act: | | | | Title of each class Trading ...

Live Ventures Incorporated (NASDAQ:LIVE) Q3 2021 Earnings Conference Call August 16, 2021 5:00 PM ET Company Participants Virland Johnson - Chief Financial Officer Jon Isaac - Chief Executive Officer Conference Call Participants Operator Good day, everyone. And welcome to today's Live Ventures Incorporated Third Quarter Fiscal Earnings Call. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions during the question-and-answer session. [Operator Instru ...

PART I - FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported significant growth in revenue and net income for the nine months ended June 30, 2021 Key Financial Metrics | Financial Metric | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :--- | :--- | :--- | | **Revenues** | $202,439 thousand | $130,904 thousand | | **Gross Profit** | $73,825 thousand | $51,115 thousand | | **Operating Income** | $26,648 thousand | $12,545 thousand | | **Net Income Attributable to Live Stockholders** | $24,085 thousand | $6,451 thousand | | **Diluted EPS** | $7.31 | $1.87 | Condensed Consolidated Balance Sheets | Balance Sheet Item | June 30, 2021 (Unaudited) | September 30, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $92,882 thousand | $95,928 thousand | | **Total Assets** | $198,708 thousand | $197,259 thousand | | **Total Current Liabilities** | $56,346 thousand | $57,362 thousand | | **Total Liabilities** | $131,127 thousand | $153,587 thousand | | **Total Stockholders' Equity** | $67,581 thousand | $43,672 thousand | Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :--- | :--- | :--- | | **Net Cash from Operating Activities** | $32,199 thousand | $18,075 thousand | | **Net Cash used in Investing Activities** | ($14,470) thousand | ($2,992) thousand | | **Net Cash used in Financing Activities** | ($16,148) thousand | ($12,075) thousand | | **Increase in Cash** | $1,581 thousand | $3,008 thousand | [Notes to the Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes detail the company's operating segments, a pending acquisition, debt reduction, and ongoing SEC litigation - The company operates through three segments: **Retail** (Vintage Stock and ApplianceSmart), **Flooring Manufacturing** (Marquis), and **Steel Manufacturing** (Precision Marshall)[20](index=20&type=chunk)[107](index=107&type=chunk) - On June 14, 2021, the company agreed to acquire **100% of SW Financial**, a registered broker-dealer, for approximately **$7.0 million**, pending regulatory approval[37](index=37&type=chunk)[44](index=44&type=chunk) - The SEC filed a civil complaint in August 2021 regarding **financial reporting violations from 2016-2018**, which the company denies[89](index=89&type=chunk) - The **ApplianceSmart subsidiary** continues to operate under Chapter 11 bankruptcy protection[94](index=94&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes strong performance to growth across all segments, boosted by operational gains and one-time events [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Revenues grew 55% and net income surged, driven by broad segment growth and a $6.15 million PPP loan forgiveness gain Overall Performance Comparison | Performance Metric | Nine Months Ended June 30, 2021 | Nine Months Ended June 30, 2020 | | :--- | :--- | :--- | | **Revenues** | $202,439 thousand | $130,904 thousand | | **Gross Profit** | $73,825 thousand | $51,115 thousand | | **Operating Income** | $26,648 thousand | $12,545 thousand | | **Net Income** | $23,907 thousand | $6,451 thousand | - A gain of **$6.15 million** was recorded from the forgiveness of PPP loans during the nine months ended June 30, 2021[154](index=154&type=chunk) - A gain of **$1.765 million** was recorded from the discharge of certain payables in bankruptcy proceedings[155](index=155&type=chunk) [Results of Operations by Segment](index=37&type=section&id=Results%20of%20Operations%20by%20Segment) All segments reported strong operating income growth, with Retail up 145% and Flooring Manufacturing up 51% Segment Operating Income | Segment | Operating Income (9M 2021) | Operating Income (9M 2020) | % Change | | :--- | :--- | :--- | :--- | | Retail | $13,424 thousand | $5,481 thousand | +145% | | Flooring Manufacturing | $14,158 thousand | $9,381 thousand | +51% | | Steel Manufacturing | $3,814 thousand | $0 | N/A | | Corporate & Other | ($4,748) thousand | ($2,317) thousand | -105% | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with $10.6 million in cash and $37.7 million available under credit facilities - As of June 30, 2021, the company had **$10.6 million in cash** and an additional **$37.7 million available** under its revolving credit facilities[168](index=168&type=chunk) - Net cash provided by operations was **$32.2 million** for the nine months ended June 30, 2021, compared to $18.1 million for the same period in 2020[171](index=171&type=chunk) - Working capital was **$36.8 million** as of June 30, 2021, a slight decrease from $38.6 million as of September 30, 2020[170](index=170&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material exposure to market risks such as foreign currency or commodity price fluctuations - The company believes it is **not subject in any material way to market risks**, including foreign currency exchange risk or commodity price risk[184](index=184&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective due to material weaknesses in internal control - Management concluded that **disclosure controls and procedures were not effective** as of the end of the period covered by the report[185](index=185&type=chunk) - Material weaknesses identified include a **lack of written documentation** of internal control policies and procedures and a failure to establish rigorous evaluation procedures[191](index=191&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company faces a civil complaint from the SEC and a shareholder class-action lawsuit, both of which it intends to defend - The SEC filed a civil complaint on August 2, 2021, against the company and two executives alleging **financial and reporting violations between 2016 and 2018**[197](index=197&type=chunk) - A shareholder class-action lawsuit was filed on August 13, 2021, alleging the company made **materially false and misleading statements**[198](index=198&type=chunk) [Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) A new risk factor has been added concerning the potential adverse impact of the SEC complaint and shareholder lawsuit - A new risk factor highlights that the SEC complaint and shareholder lawsuit could **divert management's focus**, result in **substantial litigation expense**, and an adverse outcome could **materially harm the business**, reputation, and stock price[201](index=201&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No shares were repurchased during the quarter, with approximately $6.8 million remaining under the buyback program - The company **did not repurchase any common stock** during the quarter; approximately **$6.8 million remains available** under the existing stock repurchase program[206](index=206&type=chunk) [Other Information](index=45&type=section&id=Item%205.%20Other%20Information) The company announced the upcoming separation of its Senior Vice President & General Counsel, Michael J. Stein - The company's Senior Vice President & General Counsel, Michael J. Stein, will **separate from the company**, with his employment ending on November 12, 2021[209](index=209&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including corporate documents, officer certifications, and XBRL data - Lists all exhibits filed with the quarterly report, including corporate charters, bylaws, officer certifications (Sections 302 and 906), and XBRL data[212](index=212&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission File Number 001-33937 Live Ventures Incorporated (Exact name of registrant as specified in its charter) (State or oth ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission File Number 001-33937 Live Ventures Incorporated (Exact name of registrant as specified in its charter) Nevada 85- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission File Number: 001-33937 Live Ventures Incorporated (Exact Name of Registrant as Specified in Its Charter) | Nevada 85-0206668 | | | | --- | --- | --- | | (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _______________ Commission File Number 001-33937 Live Ventures Incorporated (Exact name of registrant as specified in its charter) (State or othe ...

[PART I FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section presents the company's unaudited financial statements, management's analysis, market risk, and internal controls assessment [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements show asset growth and improved net income despite lower revenues for the period [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$158.5 million** due to acquisitions and new lease accounting, with a corresponding rise in liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2020 (Unaudited) | September 30, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $67,477 | $55,752 | | **Total Assets** | **$158,505** | **$122,453** | | **Total Current Liabilities** | $58,893 | $35,025 | | **Total Liabilities** | **$121,890** | **$88,324** | | **Total Stockholders' Equity** | **$36,615** | **$34,129** | [Condensed Consolidated Statements of Income](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Net income significantly increased for both periods despite slightly lower revenues, driven by cost reductions and a lease settlement gain Income Statement Summary (in thousands, except per share) | Metric | Q2 2020 | Q2 2019 | 6 Months 2020 | 6 Months 2019 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $46,431 | $46,973 | $88,432 | $100,169 | | **Gross Profit** | $17,776 | $18,651 | $34,402 | $37,988 | | **Operating Income** | $3,068 | $2,046 | $6,555 | $4,137 | | **Net Income** | **$2,285** | **$473** | **$2,832** | **$2,004** | | **Diluted EPS** | **$0.66** | **$0.13** | **$0.81** | **$0.53** | [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow slightly decreased, with significant cash used in investing and financing activities, leading to a net decrease in cash Six-Month Cash Flow Summary (in thousands) | Activity | Six Months Ended Mar 31, 2020 | Six Months Ended Mar 31, 2019 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $6,571 | $6,986 | | Net Cash from Investing Activities | ($2,412) | $3,347 | | Net Cash from Financing Activities | ($5,344) | ($9,783) | | **Net Change in Cash** | **($1,185)** | **$550** | | **Cash at End of Period** | **$1,496** | **$3,292** | [Notes to the Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail accounting policies, business segments, and significant events, including acquisitions, COVID-19 impact, and a subsidiary's bankruptcy - The company's business strategy, initiated in fiscal 2015, is to acquire profitable companies in various industries. It currently operates **three segments**: Manufacturing (Marquis), Retail (Vintage Stock, ApplianceSmart), and Online and Services[23](index=23&type=chunk) - The COVID-19 pandemic led to the temporary closure of all Vintage Stock retail locations as of March 31, 2020, and rolling layoffs at Marquis, creating significant uncertainty for future revenues and cash flows[25](index=25&type=chunk) - On November 1, 2019, the company's subsidiary Marquis acquired Lonesome Oak Trading Co., Inc. for **$2.0 million**, resulting in **$631 thousand** of goodwill[75](index=75&type=chunk)[76](index=76&type=chunk) - On December 9, 2019, subsidiary ApplianceSmart, Inc. filed for Chapter 11 bankruptcy protection. The company continues to consolidate ApplianceSmart's financial results[153](index=153&type=chunk)[168](index=168&type=chunk)[171](index=171&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and results, noting revenue decline offset by increased operating income from cost reductions, and assesses liquidity amidst COVID-19 uncertainty [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Net income significantly increased for both periods despite revenue declines, primarily due to reduced operating expenses and a lease settlement gain - For Q2 2020, a significant decrease in retail appliance revenue was offset by an increase in carpet and hard surface product revenue from the Lonesome Oak acquisition[194](index=194&type=chunk) - Operating income for Q2 2020 increased by **50%** to **$3.1 million**, primarily due to lower G&A and selling expenses from ApplianceSmart store closures and a **$1.4 million** net gain on lease settlement[197](index=197&type=chunk)[198](index=198&type=chunk)[199](index=199&type=chunk)[201](index=201&type=chunk) - For the six months ended March 31, 2020, revenue decreased by **12%** to **$88.4 million**, while operating income increased by **58%** to **$6.6 million**, driven by cost reductions at ApplianceSmart[206](index=206&type=chunk)[211](index=211&type=chunk) [Segment Performance](index=39&type=section&id=Segment%20Performance) Retail and Online segment revenue declined but operating income improved, while Manufacturing segment revenue and income grew from an acquisition Segment Operating Income (Loss) for the Three Months Ended March 31 (in thousands) | Segment | 2020 | 2019 | | :--- | :--- | :--- | | Retail & Online | $237 | ($129) | | Manufacturing | $2,698 | $2,021 | | Services | $132 | $154 | | **Total** | **$3,068** | **$2,046** | - The Retail and Online segment's revenue decreased by **28%** for the six-month period due to ApplianceSmart store closures, but operating income improved to **$1.2 million** from a loss of **$0.4 million** in the prior year[224](index=224&type=chunk) - The Manufacturing segment's revenue increased by **10%** for the six-month period, driven by the Lonesome Oak acquisition, leading to a higher operating income of **$5.1 million**[225](index=225&type=chunk) [Liquidity and Capital Resources](index=41&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained **$1.5 million** in cash and **$21.2 million** in available credit, securing additional financing post-quarter to enhance liquidity amidst COVID-19 Liquidity Position as of March 31, 2020 (in thousands) | Item | Amount | | :--- | :--- | | Cash on hand | $1,496 | | BofA Revolver Availability | $17,725 | | TCB Revolver Availability | $3,433 | - Subsequent to quarter-end, the Marquis subsidiary received a **$4.8 million** PPP loan under the CARES Act[173](index=173&type=chunk)[229](index=229&type=chunk) - On April 9, 2020, the company secured a new **$1.0 million** unsecured revolving credit facility from Isaac Capital Group, LLC, a related party[172](index=172&type=chunk)[230](index=230&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material exposure to market risks, including foreign currency exchange or commodity price fluctuations - The company reports no material exposure to market risks, including foreign currency or commodity price fluctuations[245](index=245&type=chunk) [Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective due to identified material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2020[246](index=246&type=chunk) - Identified material weaknesses include: insufficient segregation of duties, lack of written documentation of internal control policies, and inadequate procedures for evaluating internal controls[250](index=250&type=chunk)[252](index=252&type=chunk) [PART II OTHER INFORMATION](index=45&type=section&id=PART%20II%20OTHER%20INFORMATION) This section provides disclosures on legal proceedings, equity sales, and other miscellaneous information, including exhibits [Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company refers to previously filed reports for information regarding material pending legal proceedings - For details on legal proceedings, the company refers to previously filed reports[254](index=254&type=chunk) [Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factor disclosures in this report - The company is a smaller reporting company and is not required to provide risk factor disclosures in its Form 10-Q[255](index=255&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **64,868** shares for **$416,000** under its **$10 million** stock repurchase program, with **$8.1 million** remaining available Common Stock Repurchases (Q2 2020) | Period | Number of Shares Repurchased | Average Price Paid | | :--- | :--- | :--- | | January 2020 | 21,757 | $7.65 | | February 2020 | 16,956 | $6.26 | | March 2020 | 26,155 | $5.29 | | **Total** | **64,868** | **-** | [Defaults upon Senior Securities](index=45&type=section&id=Item%203.%20Defaults%20upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[257](index=257&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company reported no mine safety disclosures - None[258](index=258&type=chunk) [Other Information](index=45&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[259](index=259&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with or incorporated by reference into the Quarterly Report, including certifications [Signatures](index=47&type=section&id=SIGNATURES) This section contains the required signatures for the quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission File Number: 001-33937 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ In ...