Live Ventures rporated(LIVE) - 2025 Q3 - Quarterly Report

FORM 10-Q Cover Page Registrant Information Live Ventures Incorporated is a Nevada corporation, with its principal executive offices in Las Vegas, Nevada - Registrant: Live Ventures Incorporated, Nevada corporation[1][2] Securities and Filing Status 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 Table of Contents 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][6] PART I - FINANCIAL INFORMATION Item 1. Financial Statements 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][18] Condensed Consolidated Balance Sheets 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) 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] Condensed Consolidated Statements of Cash Flows 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] - Financing activities in 2025 included significant net payments on revolver loans and other notes, partially offset by related party borrowings[13] Condensed Consolidated Statements of Changes in Stockholders' Equity 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][98] Notes to Condensed Consolidated Financial Statements (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] Note 1: Background and Basis of Presentation 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] - 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] Note 2: Summary of Significant Accounting Policies 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][21][22] Principles of Consolidation All intercompany accounts and transactions are eliminated in consolidation - All intercompany accounts and transactions are eliminated in consolidation[19] Reclassifications Prior period reclassifications had no material effect on financial results - Prior period reclassifications had no material effect on financial results[20] Use of Estimates 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][22] Revenue Recognition 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] - Retail-Entertainment and Manufacturing segments recognize revenue at point-in-time; Retail-Flooring recognizes installation services over time[25][26][27] Recently Issued Accounting Pronouncements 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][30][31][32] Note 3: Acquisitions 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][35][41][44] Acquisition of Midwest Grinding 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 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][38] Acquisition of Johnson 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 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 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 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] Note 6: Leases 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][51] Note 7: Intangibles 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] Note 8: Goodwill 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 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 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] Bank of America Revolver Loan 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) 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 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) 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 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 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 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 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 The Company was in compliance with all loan covenants as of June 30, 2025[76] Note 11: Notes Payable-Related Parties 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 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 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][80] Note Payable to the Sellers of Kinetic 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 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 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][86] - The modification was accounted for as a debt extinguishment due to a change in present value of cash flows exceeding 10%[86] Note 13: Stockholders' Equity 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][15] Series E Convertible Preferred Stock 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 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 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] Note 15: Earnings Per Share 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] Note 16: Related Party Transactions 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][102] Transactions with Isaac Capital Group, LLC 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] - 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] 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 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] 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. 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 Marquis entered into two 20-year building leases with Spyglass Estate Planning, LLC (CEO-controlled) at market rates[108] Seller Notes Seller notes are routinely used for acquisitions, with further details provided in Note 12[109] Note 17: Commitments and Contingencies 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] 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][113] - Sieggreen Class Action lawsuit, similar to SEC allegations, is stayed; a Second Amended Complaint was filed in October 2024[114] - 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][116] 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] Note 18: Segment Reporting 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] 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 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - Includes forward-looking statements about future operations, liquidity, and legal outcomes, which involve risks and uncertainties[124][125][126] Note about Forward-Looking Statements 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] - Factors and risks affecting results are identified in the 2024 Form 10-K and this report's "Risk Factors" section[126] Our Company 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][129] - 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][131][133][135][137][145] Retail-Entertainment Segment Vintage Stock operates 72 retail locations across 14 states, offering new and pre-owned entertainment products[132] Retail-Flooring Segment Flooring Liquidators operates 27 warehouse-format stores and a design center in California and Nevada, serving retail and builder customers[134] Flooring Manufacturing Segment Marquis Industries is a leading carpet manufacturer and distributor, specializing in value-oriented polyester carpet for residential, commercial, and hospitality markets[135][136] Steel Manufacturing Segment 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][140] - Kinetic produces industrial knives and hardened wear products[141] - PMW offers metal forming, assembly, and finishing solutions across diverse industries[142][143] - Central Steel manufactures specialized fabricated metal products, primarily for data centers[144] Corporate and Other Segment 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] Critical Accounting Policies 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] Adjusted EBITDA 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] - Defined as net income (loss) before interest, taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges[147] Results of Operations Three Months Ended June 30, 2025 and 2024 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 Revenue decreased by $11.3 million (9.2%) to $112.5 million, primarily due to Retail-Flooring and Steel Manufacturing segments[151] Gross Profit Gross profit margin increased to 34.0% (from 29.9%), driven by Steel Manufacturing (efficiencies, Central Steel acquisition) and Flooring Manufacturing (product mix)[152] General and Administrative Expense G&A expenses decreased by 12.6% to $26.3 million, mainly due to cost reduction initiatives in Retail-Flooring[153] Sales and Marketing Expense Sales and marketing expense decreased by 31.5% to $4.0 million, due to reduced activities in Retail-Flooring and Flooring Manufacturing[154] Interest Expense, net Net interest expense decreased by 9.0% to $3.9 million, driven by lower average debt balances[155] Results of Operations Nine Months Ended June 30, 2025 and 2024 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 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] Gross Profit Gross profit margin increased to 32.9% (from 30.2%), primarily due to Steel Manufacturing (efficiencies, Central Steel acquisition)[160] General and Administrative Expense G&A expenses decreased by 3.3% to $84.7 million, mainly due to cost reduction initiatives in Retail-Flooring[161] Sales and Marketing Expense Sales and marketing expense decreased by 23.9% to $13.3 million, due to reduced activities in Retail-Flooring and Flooring Manufacturing[162] Interest Expense, net Net interest expense decreased by 4.9% to $11.9 million, driven by lower average debt balances[163] Results of Operations by Segment for the Three Months Ended June 30, 2025 and 2024 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 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] - Operating income increased to $2.3 million from $1.3 million[166] Retail-Flooring Segment 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] - Operating loss improved to $0.7 million from $1.5 million due to cost reduction initiatives[167] Flooring Manufacturing Segment 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] - Operating income increased to $4.1 million from $1.9 million due to improved gross margin and lower expenses[168] Steel Manufacturing Segment 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] - Gross margin increased to 23.1% (from 15.8%) due to strategic price increases and Central Steel acquisition[169] - Operating income increased to $2.3 million from $1.4 million[169] Corporate and Other Segment 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] Results of Operations by Segment for the Nine Months Ended June 30, 2025 and 2024 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 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] - Operating income increased to $8.2 million from $6.3 million[173] Retail-Flooring Segment 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] - Operating loss increased to $5.6 million from $4.4 million, despite cost reduction initiatives[174] Flooring Manufacturing Segment 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] - Operating income increased to $5.5 million from $4.8 million[175] Steel Manufacturing Segment 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][177] - Gross margin increased to 20.9% (from 15.3%) due to strategic price increases and Central Steel acquisition[176][177] - Operating income increased to $5.6 million from $3.2 million[177] Corporate and Other Segment 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] Adjusted EBITDA Reconciliation 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][180] Liquidity and Capital Resources 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][183] Working Capital 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 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 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] Cash Flows from Financing Activities 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] Future Sources of Cash; New Products and Services 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] - Prefers asset-based lending and mezzanine financing for acquisitions; may issue stock or derivative instruments for services or debt settlement[190][191] Item 3. Quantitative and Qualitative Disclosures about Market Risk 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] - Not materially subject to foreign currency exchange risk or commodity price risk[192] Item 4. Controls and Procedures 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] - Material weakness identified: lack of sufficient controls around the financial reporting and consolidation process[197] - Management concluded that consolidated financial statements fairly present financial position, results of operations, and cash flows despite the material weakness[194] Evaluation of Disclosure Control and Procedures 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] Management's Report on Internal Control Over Financial Reporting 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] - Material weakness: lack of sufficient controls around the financial reporting and consolidation process[197] - Remediation initiatives are expected to be concluded during the fiscal year ended September 30, 2025[197] PART II - OTHER INFORMATION Item 1. Legal Proceedings 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] - No new material legal proceedings or developments reported[201] Item 1A. Risk Factors No new risk factors were reported in this quarterly report - No new risk factors reported[202] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] Item 3. Defaults Upon Senior Securities No defaults upon senior securities were reported - No defaults upon senior securities reported[204] Item 4. Mine Safety Disclosures No mine safety disclosures were reported - No mine safety disclosures reported[205] Item 5. Other Information No other information was reported in this section - No other information reported[206] Item 6. Exhibits 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][208] SIGNATURES Signatures The report