UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
_________________________
(Mark One)
For the quarterly period ended December 31, 2025
For the transition period from _____________ to _______________
Commission File Number 001-33937
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(702 ) 939-0231
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| x | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of shares of the issuer’s common stock, par value $0.001 per share, outstanding as of February 6, 2026 was 3,071,656 .
INDEX TO FORM 10-Q FILING
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
| Page | ||||||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per-share amounts)
| December 31, 2025 | September 30, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Cash | $ | $ | |||||||||
Trade receivables, net of allowance for doubtful accounts of $ | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Right of use asset - operating leases | |||||||||||
| Deposits and other assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Current portion of lease obligations - operating leases | |||||||||||
| Current portion of lease obligations - finance leases | |||||||||||
| Current portion of long-term debt | |||||||||||
| Current portion of notes payable related parties | |||||||||||
| Seller notes - related parties | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net of current portion, and unamortized debt issuance costs | |||||||||||
| Lease obligation long term - operating leases, net of current portion | |||||||||||
| Lease obligation long term - finance leases, net of current portion | |||||||||||
| Notes payable related parties, net of current portion | |||||||||||
| Seller notes - related parties | |||||||||||
| Deferred tax liability, net | |||||||||||
| Other non-current obligations | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
Series E convertible preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Paid in capital | |||||||||||
Treasury stock common | ( | ( | |||||||||
Treasury stock Series E preferred | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(dollars in thousands, except per-share amounts)
| For the Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue | $ | $ | |||||||||
| Cost of revenue | |||||||||||
| Gross profit | |||||||||||
| Operating expenses: | |||||||||||
| General and administrative expenses | |||||||||||
| Sales and marketing expenses | |||||||||||
| Total operating expenses | |||||||||||
| Operating income | |||||||||||
| Other expense: | |||||||||||
| Interest expense, net | ( | ( | |||||||||
| Gain on extinguishment of debt | |||||||||||
| Gain on settlement of earnout liability | |||||||||||
| Other income | |||||||||||
| Total other expense, net | ( | ( | |||||||||
| (Loss) income before provision for income taxes | ( | ||||||||||
| (Benefit) provision for income taxes | ( | ||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| (Loss) income per share: | |||||||||||
| Basic | $ | ( | $ | ||||||||
| Diluted | $ | ( | $ | ||||||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
| For the Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of seller note discount | |||||||||||
| Amortization of debt issuance cost | |||||||||||
| Stock based compensation expense | |||||||||||
| Amortization of right-of-use assets | |||||||||||
| Gain on extinguishment of debt | ( | ||||||||||
| Gain on settlement of earnout liability | ( | ||||||||||
| Change in deferred income taxes | ( | ( | |||||||||
| Change in allowance for doubtful accounts | ( | ( | |||||||||
| Change in reserve for obsolete inventory | ( | ||||||||||
| Changes in assets and liabilities: | |||||||||||
| Trade receivables | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Deposits and other assets | ( | ||||||||||
| Accounts payable | ( | ( | |||||||||
| Accrued liabilities | ( | ( | |||||||||
| Income taxes payable | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities: | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing Activities: | |||||||||||
| Net payments under revolver loans | ( | ( | |||||||||
| Net borrowings under related party revolver loans | |||||||||||
| Proceeds from the issuance of notes payable | |||||||||||
| Payments on notes payable | ( | ( | |||||||||
| Proceeds from the issuance of related party notes payable | |||||||||||
| Payments on related party notes payable | ( | ||||||||||
| Payments on related party seller notes payable | ( | ||||||||||
| Cash paid for settlement of seller notes | ( | ||||||||||
| Cash paid for debt issuance costs | ( | ||||||||||
| Purchase of common treasury stock | ( | ||||||||||
| Payments on financing leases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Increase in cash | |||||||||||
| Cash, beginning of period | |||||||||||
| Cash, end of period | $ | $ | |||||||||
| Supplemental cash flow disclosures: | |||||||||||
| Interest paid | $ | $ | |||||||||
| Noncash financing and investing activities: | |||||||||||
| Noncash debt discount on related party notes | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
LIVE VENTURES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
(dollars in thousands)
| Series E Preferred Stock | Common Stock | Series E Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-In Capital | Treasury Stock | Treasury Stock | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Series E Preferred Stock | Common Stock | Series E Preferred Stock | Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Paid-In Capital | Treasury Stock | Treasury Stock | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Purchase of common treasury stock | — | — | ( | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
LIVE VENTURES INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(dollars in thousands, except per-share amounts)
Note 1: Background and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, “Live Ventures” or the “Company”). Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. The Company has five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail-Entertainment segment includes Vintage Stock, Inc. (“Vintage Stock”), which is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems, and components. The Retail-Flooring segment includes Flooring Liquidators, Inc. (“Flooring Liquidators”), which is engaged in the retail sale and installation of floors, carpets, and countertops. The Flooring Manufacturing segment includes Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floor coverings. The Steel Manufacturing Segment includes Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods, The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries, Precision Metal Works, Inc. (“PMW”), which is engaged in metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices, and Central Steel Fabricators, LLC ("Central Steel"), a Chicago-based manufacturer of specialized fabricated metal products primarily for data centers and the communications industry. PMW reports on a 13-week quarter, as opposed to the Company's calendar quarter reporting. However, the Company has determined that the difference in reporting periods has no material effect on its reported financial results.
The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended December 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026. The financial information included in these statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto as of September 30, 2025 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025 (the “2025 Form 10-K”).
Note 2: Summary of Significant Accounting Policies
Principles of Consolidation
The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and those differences could be material.
Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for excess and obsolete inventory, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets.
7
Revenue Recognition
General
The Company accounts for its sales revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Topic 606 provides a five-step revenue recognition model that is applied to the Company’s customer contracts. Under this model we (i) identify the contract with the customer, (ii) identify our performance obligations in the contract, (iii) determine the transaction price for the contract, (iv) allocate the transaction price to our performance obligations, and (v) recognize revenue when or as we satisfy our performance obligations.
Revenue is recognized upon transfer of control of the promised goods or the performance of the services to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company enters into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations.
Retail - Entertainment Segment
The Retail-Entertainment Segment derives revenue primarily from direct sales of entertainment products. Sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Revenue is recorded net of sales taxes collected from customers. The Company recognizes the portion of the dollar value of prepaid stored-value products that ultimately is unredeemed (“breakage”) in accordance with ASC 606-10-32-11 through 32-13 Measurement-Constraining Estimates of Variable Consideration.
Retail - Flooring Segment
The Retail-Flooring Segment derives revenue primarily from the sale of flooring products and installation services, which are recognized at the point-of-sale and over time, respectively. Retail sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Installation services generally contain multiple performance obligations requiring revenue to be recognized over a period of time based on percentage of completion. For sales that include installation, revenue is recognized upon completion of the
installation of the material in accordance with the contract, as this method is the best depiction of when the transfer of goods or services takes place. All direct costs are either paid and/or accrued for in the period in which the sale is recorded. Revenue is recorded net of sales taxes collected from customers.
Flooring and Steel Manufacturing Segments
The Flooring Manufacturing Segment derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segment generates revenue, including shipping and handling, from four primary sources: the manufacture and sale of De‑Carb Free Tool and Alloy Steel in the form of Plate, Precision Ground Flat Stock, and Drill Rod; the manufacture and sale of Industrial Knives used in the Tissue and Steel Processing industries; the stamping of Appliance and Automotive Parts; and the production and sale of Cable Racking and Fixtures for Data and Communication Centers. Revenue for these segments generally contains a single performance obligation and is recognized at the point title passes to the customer. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenue is recorded net of taxes collected from customers. All direct costs are either paid and/or accrued for in the period in which the sale is recorded.
Spare Parts
For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives the product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company has no additional performance obligations other than spare parts sales that are material in the context of the contract. The amount of consideration received and revenue recognized varies due to sales incentives and returns offered to customers. When customers retain the right to return eligible products, the Company reduces revenue for the estimate of the expected returns, which is primarily based on an analysis of historical experience.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective
8
for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company intends to implement the new guidance in its income tax disclosures beginning with its Annual Report on Form 10‑K for the year ending September 30, 2026.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”) which requires entities to (i) disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, (ii) include certain amounts that are already required to be disclosed under U.S. GAAP in the same disclosures as other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expense. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating ASU 2024-03 to determine the impact it may have on its consolidated financial statements.
Note 3: Inventory
The following table details the Company's inventory as of December 31, 2025 and September 30, 2025 (in $000's):
| Inventory, net | December 31, 2025 | September 30, 2025 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work in progress | |||||||||||
| Finished goods | |||||||||||
| Merchandise | |||||||||||
| Less: Inventory reserves | ( | ( | |||||||||
| Total inventory, net | $ | $ | |||||||||
Note 4: Property and Equipment
The following table details the Company’s property and equipment as of December 31, 2025 and September 30, 2025 (in $000's):
| December 31, 2025 | September 30, 2025 | ||||||||||
| Property and equipment, net: | |||||||||||
| Land | $ | $ | |||||||||
| Building and improvements | |||||||||||
| Transportation equipment | |||||||||||
| Machinery and equipment | |||||||||||
| Furnishings and fixtures | |||||||||||
| Office, computer equipment and other | |||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||
| Total property and equipment, net | $ | $ | |||||||||
Depreciation expense was $2.7 million and $3.2 million for the three months ended December 31, 2025 and 2024, respectively.
9
Note 5: Leases
The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum rent and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate, or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.
The following table details the Company's right-of-use assets and lease liabilities as of December 31, 2025 and September 30, 2025 (in $000's):
| December 31, 2025 | September 30, 2025 | ||||||||||
| Right of use asset - operating leases | $ | $ | |||||||||
| Lease liabilities: | |||||||||||
| Current - operating | |||||||||||
| Current - finance | |||||||||||
| Long term - operating | |||||||||||
| Long term - finance | |||||||||||
As of December 31, 2025, the weighted average remaining lease term for operating leases is 9.5 years. The Company’s weighted average discount rate for operating leases is 9.8 %. Total cash payments for operating leases for the three months ended December 31, 2025 and 2024 were approximately $4.5 million and $4.7 million, respectively. Additionally, the Company recognized approximately $11.0 million in right-of-use assets and liabilities upon commencement of operating leases during the three months ended December 31, 2025.
Total present value of future lease payments of operating leases as of December 31, 2025 (in $000's):
| Twelve months ended December 31, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | |||||
| Less implied interest | ( | ||||
| Present value of payments | $ | ||||
As of December 31, 2025, the weighted average remaining lease term for finance leases is 26.0 years. The Company’s weighted average discount rate for finance leases is 11.3 %. Total cash payments for finance leases for the three months ended December 31, 2025 and 2024 were approximately $1.1 million and $1.0 million, respectively. Total interest paid for finance leases for the three months ended December 31, 2025 and 2024 was approximately $1.1 and $1.0 ,respectively.
10
Additionally, the Company recognized no right-of-use assets and liabilities upon commencement of finance leases during the three months ended December 31, 2025.
The Company records finance lease right-of-use assets as property and equipment. The balance, as of December 31, 2025 and September 30, 2025 is as follows (in $000’s):
| December 31, 2025 | September 30, 2025 | ||||||||||
| Property and equipment, at cost | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
Total present value of future lease payments of finance leases as of December 31, 2025 (in $000's):
| Twelve months ended December 31, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | |||||
| Less implied interest | ( | ||||
| Present value of payments | $ | ||||
During each of the three months ended December 31, 2025 and 2024, the Company recorded no
Note 6: Intangibles
The following table details the Company's intangibles as of December 31, 2025 and September 30, 2025 (in $000's):
| December 31, 2025 | September 30, 2025 | ||||||||||
| Intangible assets, net: | |||||||||||
| Intangible assets - Tradenames | $ | $ | |||||||||
| Intangible assets - Customer relationships | |||||||||||
| Intangible assets - Other | |||||||||||
| Less: Accumulated amortization | ( | ( | |||||||||
| Total intangibles, net | $ | $ | |||||||||
Amortization expense was $1.3
11
The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s):
| Twelve months ending December 31, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Total estimated future amortization expense | $ | ||||
Note 7: Goodwill
The following table details the Company's goodwill as of September 30, 2025 and December 31, 2025 (in $000’s):
| Retail - Entertainment | Retail - Flooring | Flooring Manufacturing | Steel Manufacturing | Total | |||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of December 31, 2025, the Company did not identify any triggering events that would require impairment testing.
Note 8: Accrued Liabilities
The following table details the Company's accrued liabilities as of December 31, 2025 and September 30, 2025 (in $000’s):
| December 31, 2025 | September 30, 2025 | ||||||||||
| Accrued liabilities: | |||||||||||
| Accrued payroll and bonuses | $ | $ | |||||||||
| Accrued sales and use taxes | |||||||||||
| Accrued overdrafts | |||||||||||
| Accrued rent | |||||||||||
| Accrued customer deposits | |||||||||||
| Accrued gift card liability | |||||||||||
| Accrued interest payable | |||||||||||
| Accrued inventory | |||||||||||
| Accrued professional fees | |||||||||||
| Accrued expenses - other | |||||||||||
| Total accrued liabilities | $ | $ | |||||||||
12
Note 9: Long-Term Debt
Long-term debt as of December 31, 2025 and September 30, 2025 consisted of the following (in $000's):
| December 31, 2025 | September 30, 2025 | ||||||||||
| Revolver loans | $ | $ | |||||||||
| Equipment loans | |||||||||||
| Term loans | |||||||||||
| Other notes payable | |||||||||||
| Total notes payable | |||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Net amount | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Total long-term debt | $ | $ | |||||||||
Future maturities of long-term debt at December 31, 2025, are as follows which does not include related party debt (in $000’s):
| Twelve months ending December 31, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total future maturities of long-term debt | $ | ||||
Bank of America Revolver Loan (Marquis)
On July 25, 2025, Marquis entered into an amended $28.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”). The BofA Revolver is an asset-based facility that is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation. Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. The BofA Revolver has a variable interest rate and matures on July 31, 2026. As of December 31, 2025 and September 30, 2025, the outstanding balance was approximately $8.1 million and $11.8 million, respectively.
Legacy Corporate Lending (Precision Marshall)
On December 30, 2025, Precision Marshall, Kinetic, and Central Steel refinanced their Fifth Third Bank loans (see below) with a new credit facility with Legacy Corporate Lending. The refinanced facility totals $47.0 million and consists of $31.2 million in revolving credit (the “Legacy Revolver”), $9.8 million in term lending (the “Legacy Term”), and $6.0 million in Capex lending (the “Legacy Capex”). Borrowings under the Legacy Revolver bear interest at 4.25 % per annum over the one‑month Secured Overnight Financing Rate (“SOFR”), while the Legacy Term and Legacy Capex loans bear interest at 4.5 0.7 million in debt acquisition costs, which will be capitalized as a contra-liability and amortized over the three-year term of the facility. The refinancing provides additional lending capacity to support future growth. The facility matures on December 30, 2028. As of December 31, 2025, the outstanding balances on the Legacy Revolver, Legacy Term, and Legacy Capex were $24.0 million, $9.8 million, and $0 , respectively.
Loan with Fifth Third Bank (Precision Marshall)
Prior to its refinancing on December 30, 2025 (see above), Precision Marshall maintained a credit facility with Fifth Third Bank. As of December 31, 2025, all borrowings under the facility had been fully repaid in connection with the refinancing,
13
and Precision Marshall wrote off approximately $58,000 of unamortized debt acquisition costs. Accordingly, the outstanding balances at December 31, 2025 and September 30, 2025 were approximately $0 and $23.0 million, respectively, for the revolving loan; $0 and $1.3 million, respectively, for the original M&E term note; $0 and $2.1 million, respectively, for Kinetic Term Loan #1; and $0 and $1.7 million, respectively, for the Capex loan.
Eclipse Business Capital Loans (Flooring Liquidators)
On January 8, 2026, Flooring Liquidators entered into an amended credit facility with Eclipse Business Capital, LLC (“Eclipse”), which extends the facility’s maturity date to February 18, 2026. The facility consists of $25.0 million in revolving credit (“Eclipse Revolver”) and $3.5 million in M&E lending (“Eclipse M&E”). The Eclipse Revolver is a three-year , asset-based facility that is secured by substantially all of Flooring Liquidators’ assets. Availability under the Eclipse Revolver is subject to a monthly borrowing base calculation. Flooring Liquidators’ ability to borrow under the Eclipse Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Eclipse. The Eclipse Revolver bears interest at 3.5 % per annum in excess of Adjusted Term SOFR. The Eclipse M&E loan bears interest at 5.0 % per annum in excess of Adjusted Term SOFR. The extended maturity date provides Flooring Liquidators with time to negotiate and finalize the terms of a refinancing. As of December 31, 2025 and September 30, 2025, the outstanding balance on the Eclipse Revolver was approximately $5.5 million and $6.7 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $0.9 million and $1.0 million, respectively.
Loan with Fifth Third Bank (PMW)
In connection with the acquisition of PMW, on July 20, 2023, PMW entered into a revolving credit facility (the “Revolving Credit Facility”) with Fifth Third Bank. The facility consists of $15.0 million in revolving credit (the “Fifth Third Revolver”) and approximately $5.0 million in M&E lending (the “Fifth Third M&E Loan”). The Fifth Third Revolver is a three-year , asset-based facility that is secured by substantially all of PMW's assets. Availability under the Fifth Third Revolver is subject to a monthly borrowing base calculation. PMW's ability to borrow under the Fifth Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth Third. Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin. Reference Rate means the greater of (a) 3.0 % or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time. The Applicable Margin for revolving loans is zero , while for the Fifth Third M&E Loan or any Capital Expenditure Term Loan (as defined in the Revolving Credit Facility), it is 50 basis points (0.5 %). The credit facility matures in July 2026. As of December 31, 2025 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $7.3 million and $7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $3.4 million and $3.6 million, respectively.
Bank Midwest Revolver Loan (Vintage)
On October 17, 2025, Vintage entered into an amended $8.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”). The amended Bank Midwest Revolver carries the same interest rate as the prior amendment and matures on October 17, 2026. As of December 31, 2025 and September 30, 2025, the outstanding balance on the Bank Midwest Revolver was $0
Note payable to JCM Holdings (Marquis)
During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $2.5 million. Marquis entered into a $2.0 million loan agreement, secured by the facility, with the seller of the facility, in order to complete the purchase of the facility. The loan bears interest at 6.0 %, due monthly, and matures January 2030. As of December 31, 2025 and September 30, 2025, the outstanding principal balance was approximately $1.0 million and $1.1 million, respectively.
Note Payable to Store Capital Acquisitions, LLC (Marquis)
On June 14, 2016, Marquis entered into a transaction with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $10.0 million, which consisted of approximately $0.6 million from the sale of the land and a note payable of approximately $9.4 million. In connection with the transaction, Marquis entered into a lease with a 15 -year term commencing on the closing of the transaction, which provides Marquis with an option to extend the lease upon the expiration of its term. The initial annual lease rate is $60,000 . The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a
14
building from the previous owners of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.3 % per annum, with principal and interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment penalty of 5 %, which declines by 1 % for each year the loan remains unpaid for the next five years . At the end of ten years , there is no pre-payment penalty. In connection with the note payable, Marquis incurred approximately $458,000 in transaction costs that are being recognized as a debt issuance cost and are being amortized and recorded as interest expense over the term of the note payable. The remaining principal balance was approximately $8.7
Equipment Loans
On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of December 31, 2025:
Note #7 is for $5.0 million, secured by equipment. The Equipment Loan #7 is due February 2027, payable in 84 monthly payments of $59,000 beginning March 2020, with the final payment of $809,000 , bearing interest at 3.2 % per annum. As of December 31, 2025 and September 30, 2025, the balance was approximately $1.5 million and $1.7 million, respectively.
Note #8 is for approximately $3.4 million, secured by equipment. The Equipment Loan #8 is due September 2027, payable in 84 monthly payments of $46,000 beginning October 2020, bearing interest at 4.0 %. As of December 31, 2025 and September 30, 2025, the balance was approximately $0.9 million and $1.1 million, respectively.
In December 2021, Marquis funded the acquisition of $5.5 million of new equipment under Note #9 of its master agreement. The Equipment Loan #9, which is secured by the equipment, matures December 2026, and is payable in 60 monthly payments of $92,000 beginning January 2022, with the final payment in the amount of approximately $642,000 , bearing interest at 3.75 % per annum. As of December 31, 2025 and September 30, 2025, the balance was approximately $1.6 million and $1.9 million, respectively.
In December 2022, Marquis funded the acquisition of $5.7 million of new equipment under Note #10 of its master agreement. The Equipment Loan #10, which is secured by the equipment, matures December 2029, and is payable in 84 monthly payments of $79,000 , beginning January 2023, with the final payment in the amount of approximately $650,000 , bearing interest at 6.50 %. As of December 31, 2025 and September 30, 2025, the balance was approximately $3.8 million and $4.0 million, respectively.
Note 10: Notes Payable-Related Parties
Long-term debt payable to related parties (see Note 15) as of December 31, 2025 and September 30, 2025 consisted of the following (in $000's):
| December 31, 2025 | September 30, 2025 | ||||||||||
Isaac Capital Group, LLC revolver, | $ | $ | |||||||||
Spriggs Investments, LLC for Flooring Liquidators, | |||||||||||
Isaac Capital Group, LLC, | |||||||||||
Isaac Capital Group, LLC for Flooring Liquidators, | |||||||||||
| Total notes payable - related parties | |||||||||||
| Less: unamortized debt discount | ( | ( | |||||||||
| Net amount | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Total long-term portion, related parties | $ | $ | |||||||||
15
Future maturities of notes to related parties at December 31, 2025 are as follows (in $000’s):
| Twelve months ending December 31, | |||||
| 2026 | $ | ||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Total future maturities of long-term debt, related parties | $ | ||||
Note 11: Related Party Seller Notes
Seller notes as of December 31, 2025 and September 30, 2025 consisted of the following (in $000’s):
| December 31, 2025 | September 30, 2025 | ||||||||||
Seller of Flooring Liquidators, | $ | $ | |||||||||
Seller of Kinetic, | |||||||||||
Seller of Central Steel, | |||||||||||
| Total Seller notes payable - related parties | |||||||||||
| Less: unamortized debt discount | ( | ( | |||||||||
| Net amount | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Long-term portion of Seller notes - related parties | $ | $ | |||||||||
Future maturities of seller notes at December 31, 2025 are as follows (in $000’s):
| Twelve months ending December 31, | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Total | $ | ||||
Note Payable to the Seller of Kinetic
In connection with the purchase of Kinetic, on June 28, 2022, Kinetic entered into an employment agreement with the previous owner of Kinetic to serve as its Head of Equipment Operations. The employment agreement is for an initial term of five years and shall be automatically extended in 90 -day increments unless either party provides notice as required under the agreement. Additionally, Precision Marshall entered into a seller financed loan in the amount of $3.0 million with the previous owner of Kinetic (the "Seller Subordinated Acquisition Note"). The Seller Subordinated Acquisition Note bears interest at 7.0 % per annum, with interest payable quarterly in arrears, and has a maturity date of September 27, 2027. As of December 31, 2025 and September 30, 2025, the remaining principal balance was $3.0
Note Payable to the Seller of Flooring Liquidators
In connection with the purchase of Flooring Liquidators during January 2023, the Company entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, the Company entered into a seller financed mezzanine loan, which is fully guaranteed by the Company, in the amount of $34.0 8.24 31.7 million, reflecting a $2.3 million discount.
16
On February 25, 2025, Flooring Liquidators, Flooring Affiliated Holdings, and the Company entered into a binding Memorandum of Understanding (“MOU”) with the previous owner of Flooring Liquidators under which the principal amount of the Seller Note was reduced from $34.0 15.0 million. The relevant portion of the MOU was later superseded by a Second Amendment to Seller Note. The Seller Note bears interest at 8.24 14.0 million, reflecting a $1.0 million discount. In an event of default under the Seller Note, or if the Company defaults in making any payment it is required to make pursuant to the Seller Note, the note holders may revoke the principal reduction, in which case the aggregate outstanding principal balance of the Seller Note will increase by $19.0 million to $34.0 15.0
Note Payable to the Seller of Central Steel
In connection with the purchase of Central Steel, on May 15, 2024, Precision Marshall entered into an employment agreement with the previous owner of Central Steel to serve as its President. The employment agreement is for an initial term of two years and shall be deemed to be automatically extended, upon the same terms and conditions, for a period of one year , unless either party provides written notice of its or his intention not to extend the term at least 90 days prior to the end of the initial term. Additionally, Precision Marshall entered into a seller financed loan in the amount of $1.1 million with the previous owner of Central Steel (the "Sellers Subordinated Promissory Note"). The Sellers Subordinated Promissory Note bears interest at 8.0 % per annum, with interest payable quarterly in arrears. The Sellers Subordinated Promissory Note has a maturity date of May 15, 2029. As of December 31, 2025 and September 30, 2025, the remaining principal balance was $0.9 million and $1.0 million, respectively.
Note 12: Stockholders’ Equity
Series E Convertible Preferred Stock
As of each of December 31, 2025 and September 30, 2025, there were 47,840
Treasury Stock
As of each of December 31, 2025 and September 30, 2025, the Company had 754,391 15,686 shares of its common stock for approximately $157,000 , and the average price paid per share was $10.01 . The Company did not repurchase any shares of its common stock during the three months ended December 31, 2025.
Note 13: Stock-Based Compensation
Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants, and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan.
From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments. The value of each award is amortized on a straight-line basis over the requisite service period.
17
The following table summarizes stock option activity for the fiscal year ended September 30, 2025 and the three months ended December 31, 2025:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Intrinsic Value | ||||||||||||||||||||
| Outstanding at September 30, 2024 | $ | $ | |||||||||||||||||||||
| Forfeited | ( | $ | |||||||||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Exercisable at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Outstanding at September 30, 2025 | $ | $ | |||||||||||||||||||||
| Outstanding at December 31, 2025 | $ | $ | |||||||||||||||||||||
| Exercisable at December 31, 2025 | $ | $ | |||||||||||||||||||||
The Company recognized compensation expense of approximately $51,000
As of December 31, 2025, the Company had approximately $0.4 million of unrecognized compensation expense associated with restricted stock awards.
Note 14: Earnings Per Share
Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Unaudited Condensed Consolidated Balance Sheet. Diluted net income per share is computed using the weighted average number of common shares outstanding and, when dilutive, potential common shares outstanding during the period. Diluted earnings per common share (“EPS”) reflects the impact of common shares issuable from stock options and restricted stock units under the treasury stock method, as well as shares issuable upon the conversion of debt and convertible preferred stock under the if‑converted method. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders.
The following table presents the computation of basic and diluted net earnings per share (in $000's):
| Three Months Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Basic | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Weighted average common shares outstanding | |||||||||||
| Basic (loss) earnings per share | $ | ( | $ | ||||||||
| Diluted | |||||||||||
| Net (loss) income applicable to common stock | $ | ( | $ | ||||||||
| Net (loss) income applicable for diluted earnings per share | $ | ( | $ | ||||||||
| Weighted average common shares outstanding | |||||||||||
| Add: Series E Preferred Stock | |||||||||||
| Assumed weighted average common shares outstanding | |||||||||||
| Diluted (loss) earnings per share | $ | ( | $ | ||||||||
Basic EPS is computed by dividing net income by the weighted average number of shares of Common Stock outstanding for the period. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of Common Stock outstanding and the effect of dilutive securities. No diluted EPS computation was made for the three
18
months ended December 31, 2025, as the Company recorded a net loss. Had the Company calculated diluted EPS for the three months ended December 31, 2025, the total assumed weighted average common shares outstanding would have been 4,641,850 and included 29,110 restricted stock units and approximately 1.5 million shares issuable upon the conversion of debt.
Note 15: Related Party Transactions
Transactions with Isaac Capital Group, LLC
Jon Isaac, the Company’s President and Chief Executive Officer, is the President and sole member of ICG and therefore has sole voting and dispositive power over the shares of the Company held by ICG. If ICG were to convert all of its outstanding convertible debt (see below), it would beneficially control approximately 67.5 % of the outstanding voting power of the Company.
ICG Revolving Promissory Note
On April 9, 2020, the Company entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $1.0 million revolving credit facility (the “ICG Revolver”). On June 23, 2022, as amended by unanimous consent of the Board of Directors, the facility was increased to $6.0 million. No other terms of the note were changed. On April 1, 2023, the Company entered into the First Amendment of the ICG Revolver that extended the maturity to April 8, 2024 and increased the interest rate from 10.0 % to 12.0 % per annum, and decreased the amount of available revolving credit under the facility to $1.0 million. On January 11, 2024, the Company entered into the Third Amendment of the ICG Revolver that extended the maturity date to April 8, 2025 and increased the amount of available revolving credit under the facility to $5.0 million.
On April 8, 2025, the Company entered into the Fourth Amendment to the ICG Revolver, which (i) extended the maturity date to April 8, 2030, (ii) increased the amount of available revolving credit under the facility to $12.0 million, and (iii) established a Fixed Conversion Price of $7.85 per share for obligations outstanding under the ICG Revolver, exercisable at the discretion of Mr. Isaac. The Company evaluated the amendment under ASC 470-50 and concluded that the transaction represented an extinguishment of the existing debt given that the amendment introduced a substantive conversion feature. Management assessed the fair value of the amended instrument as of the amendment date. That assessment indicated that the fair value of the amended note, inclusive of the conversion feature, exceeded the fair value of the note without the conversion feature by approximately $6.0 million, which was treated as a non-cash capital contribution from the lender for accounting purposes because the lender was the majority shareholder of the Company. Accordingly, the Company recorded the excess as a distribution from Retained Earnings, with a corresponding credit to Additional Paid-In Capital, which is presented on the Condensed Consolidated Statements of Changes in Stockholders’ Equity as an “In-Substance Distribution”.
As of December 31, 2025, Jon Isaac, through ICG, had the contractual right to acquire up to 1,540,832 shares of the Company’s common stock, based on the outstanding balance of the debt as of that date. As of December 31, 2025, no obligations under the ICG Revolver have been converted into the Company’s common stock. As of December 31, 2025 and September 30, 2025, the outstanding balance on this note was approximately $12.0 million and $11.6 million, respectively.
ICG Flooring Liquidators Note
On January 18, 2023, in connection with the acquisition of Flooring Liquidators, Flooring Affiliated Holdings, LLC, a wholly-owned subsidiary of the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $5.0 million (“ICG Flooring Liquidators Loan”). The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12 % per annum. Interest is payable in arrears on the last day of each calendar month. The note is fully guaranteed by the Company. As of December 31, 2025 and September 30, 2025, the outstanding balance on this note was $5.0
ICG PMW Note
On December 14, 2024, in connection with the Settlement Agreement of the PMW Seller Financed Loans, the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of approximately $2.6 million (“ICG PMW Note”). The Company received proceeds of approximately $1.9 million from ICG, which was used to settle the loans plus accrued interest. The $0.7 million discount is being accreted to interest expense
19
using the effective interest rate method, as required by U.S. GAAP, over the term of the note. The ICG PMW Note matures on December 17, 2029, and bears interest at the contractual rate of 12.0 % per annum. Interest is payable in arrears on the first business day of each month commencing on January 2, 2025. As of December 31, 2025 and September 30, 2025, the balance on this loan was approximately $2.6
Transactions with Vintage Stock CEO
Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, a wholly owned subsidiary of the Company, is the sole member of Spriggs Investments, LLC (“Spriggs Investments”).
Spriggs Promissory Note II
On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $1.0 million (the “Spriggs Loan II”). The Spriggs Loan II matures on July 31, 2024, and bears interest at a rate of 12.0 % per annum. On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan II. Under the loan modification agreement, upon full principal repayment of the Spriggs Promissory Note I, the Company will make principal payments of not less than $300,000 , per each 90-day period, until the Spriggs Loan II is fully repaid. Further, under the loan modification agreement, the maturity date of the Spriggs Loan II was extended to July 31, 2025. On July 30, 2025, the Company entered into a loan modification agreement of the Spriggs Loan II that extends the maturity date to July 31, 2026. All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended. As of December 31, 2025 and September 30, 2025, the principal amount owed was $0.8
Transactions with ALT5 Sigma Corporation, formerly JanOne Inc.
Tony Isaac, a member of the Company’s board of directors and the father of the Company’s President and Chief Executive Officer, Jon Isaac, currently serves as the Interim Chief Executive Officer, President, and a director of ALT5 Sigma Corporation (“ALT5”), formerly JanOne Inc.
Lease Agreement
Customer Connexx LLC, formerly a subsidiary of ALT5, previously rented approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet. ALT5 paid the Company $59,000 and $27,000 in rent and other reimbursed expenses for three months ended December 31, 2025 and 2024, respectively.
Transactions with Spyglass Estate Planning, LLC
Jon Isaac, the Company's President and Chief Executive Officer, is the sole member of Spyglass Estate Planning, LLC (“Spyglass”).
Building Leases
On July 1, 2022, in connection with its acquisition of certain assets and intellectual property of Better Backers, Inc., Marquis entered into two building leases with Spyglass. The building leases are for 20 years with two options to renew for an additional five years each. The provisions of the lease agreements include an initial 24 -month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. The Company has evaluated each lease and determined the rental amounts to be at market rates.
Seller Notes
The Company routinely enters into related-party seller notes in conjunction with its acquisitions. See Note 11 for the details related to existing seller notes.
Note 16: Commitments and Contingencies
20
Litigation
SEC Investigation
On February 21, 2018, the Company received a subpoena from the SEC and a letter from the SEC stating that it was conducting an investigation. The subpoena requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors. On August 12, 2020, three of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation. On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the SEC investigation. The Wells Notices related to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart, Inc. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff had made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018.
On August 2, 2021, the SEC filed a civil Complaint in the United States District Court for the District of Nevada naming the Company and two of its executive officers – Jon Isaac, the Company’s current President and Chief Executive Officer, and Virland Johnson, the Company’s former Chief Financial Officer, as defendants (collectively, the “Company Defendants”) as well as certain other related third parties (the “SEC Complaint”). The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Exchange Act and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at www.sec.gov/litigation/litreleases/2021/lr25155.htm.
On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the SEC complaint. On September 7, 2022, the court denied the Company Defendants’ Motion to Dismiss, but granted one of the third-party defendant’s Motions to Dismiss, granting the SEC leave to file an Amended Complaint. On September 21, 2022, the SEC filed an Amended Complaint to which the Company Defendants filed an Answer on October 11, 2022, denying liability. The court subsequently entered a discovery scheduling order and the parties exchanged initial disclosures. The parties participated in a mediation in June 2023. The mediation was not successful. Fact discovery was completed on May 20, 2024. The parties completed expert discovery in September 2024 and filed cross Motions for Summary Judgment in October 2024. The court has not ruled on the motions for summary judgment and the case is on hold until the motions are ruled upon.
Sieggreen Class Action
On August 13, 2021, Daniel E. Sieggreen, individually and on behalf of all others similarly situated claimants (the "Plaintiff"), filed a class action Complaint for violation of federal securities laws in the United States District Court for the District of Nevada, naming the Company, Jon Isaac, the Company's current President and Chief Executive Officer, and Virland Johnson, the Company's former Chief Financial Officer, as defendants (collectively, the "Company Defendants"). The allegations asserted are similar to those in the SEC Complaint. Among other sought relief, the complaint seeks damages in connection with the purchases and sales of the Company’s securities between December 28, 2016 and August 3, 2021. As of December 17, 2021, the judge granted a stipulation to stay proceedings pending the resolutions of the Motions to Dismiss in the SEC Complaint. On February 1, 2023, the final Motion to Dismiss relating to the SEC Complaint was denied, which was subsequently noticed in the Sieggreen action on February 2, 2023. Plaintiff filed an Amended Complaint on March 6, 2023. On May 5, 2023, the Company Defendants filed a Motion to Dismiss the Amended Complaint. The Motion to Dismiss was heard and granted with Leave to Amend on September 30, 2024. The Second Amended Complaint was filed on October 31, 2024. We filed a Motion to Dismiss the Second Amended Complaint on December 16, 2024 and the briefing is complete. On September 30, 2025, the Court denied the motion to dismiss the
21
Second Amended Complaint. The Company filed its response on December 1, 2025, and fact and expert discovery is scheduled to conclude by June 29, 2027.
Wage and Hour Matter
On July 27, 2022, Irma Sanchez, a former employee of Elite Builder Services, Inc. (“Elite Builders”), filed a class action Complaint against Elite Builders in the Superior Court of California, County of Alameda, which case was transferred to Stanislaus Count. The Complaint alleges that Elite Builders failed to pay all minimum and overtime wages, failed to provide lawful meal periods and rest breaks, failed to provide accurate itemized wage statements, and failed to pay all wages due upon separation as required by California law. The Complaint was later amended as a matter of right on October 4, 2022. Ms. Sanchez also notified the Labor & Workforce Development Agency of her intent to exhaust administrative remedies and pursue additional claims under the California Labor Code Private Attorneys General Act (“PAGA”), which permits employees to assert claims for certain Labor Code violations on behalf of all aggrieved employees to recover statutory penalties. The parties agreed to mediation and exchanged materials in preparation. However, opposing counsel has repeatedly postponed mediation following an initial request and missed a key deadline to compel discovery. As of now, no mediation has been scheduled.
General
The Company is involved in various claims and lawsuits arising in the normal course of business. The ultimate results of claims and litigation cannot be predicted with certainty. The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued.
Note 17: Segment Reporting
Live Ventures Incorporated is a diversified holding company that acquires and operates businesses across industries with a demonstrated history of earnings power. In accordance with ASC 280, Segment Reporting, the Company has identified four reportable segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing. This segmentation reflects how the Chief Operating Decision Maker (“CODM”), consisting of the Company’s Chief Executive Officer and Chief Financial Officer, evaluates financial performance and allocates resources across the Company’s operations. The Corporate and Other segment does not meet the criteria to be presented as a reportable segment under ASC 280.
The CODM regularly evaluates segment performance using revenue, gross profit, gross profit margin, income (loss) before income taxes, and Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”). These measures are used to allocate the Company’s resources and assess operating effectiveness.
Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. The CODM considers Adjusted EBITDA a key indicator of the Company’s operational strength and performance, including its ability to fund acquisitions, support capital expenditures, and service debt. It is used to evaluate operating results, perform analytical comparisons, and identify strategies to improve performance.
To preserve the integrity of each operating segment’s standalone financial results, all intercompany eliminations, including sales, cost of goods sold, inventory profit, and intercompany management fees are reported under Intercompany Eliminations. Total assets are not utilized by the CODM in evaluating segment performance or allocating resources. Accordingly, asset information is excluded from the Company’s segment reporting disclosures. Discrete financial information is provided for each reportable segment, including comparisons of actual results to the prior period and current period forecast.
The following is a description of each of the Company’s reportable segments:
•The Retail–Entertainment segment, which includes Vintage Stock, offers a wide range of entertainment products, both new and pre-owned, including movies, video games, and music. It also sells ancillary items such as books, comics, toys, and collectibles, all within a single retail footprint.
22
•The Retail–Flooring segment, which includes Flooring Liquidators, operates 25 warehouse-format stores and a design center across four states. It serves as a leading retailer and installer of flooring, carpeting, and countertops for consumers, builders, and contractors in California and Nevada.
•The Flooring Manufacturing segment, which includes Marquis, is a vertically integrated manufacturer and distributor of carpet and hard surface flooring products, serving residential, niche commercial, and hospitality end markets.
•The Steel Manufacturing segment includes:
•Precision Marshall, which supplies over 500 steel distributors with Deluxe Alloy Plate, Deluxe Tool Steel Plate, Precision Ground Flat Stock, and Drill Rod.
•Kinetic, a recognized brand in industrial knives and hardened wear products for the tissue, metals, and wood industries, offering in-house grinding, machining, and heat-treating capabilities.
•PMW, which provides metal forming, assembly, and finishing solutions across industries such as appliance, automotive, hardware, electrical, electronics, and medical devices.
•Central Steel, which manufactures specialized fabricated metal products primarily for data centers, including cable racks, auxiliary framing, hardware, insulation products, and network bays.
This segmentation aligns with the internal reporting structure used by the CODM to evaluate performance and guide strategic decision-making. The CODM does not review any measures of significant segment expenses beyond those reflected in the tables below (in $000’s):
| Three Months Ended December 31, 2025 | Retail-Entertainment | Retail-Flooring | Flooring Manufacturing | Steel Manufacturing | Total Reportable Segments | Corporate and Other | Intercompany Eliminations | Total | ||||||||||||||||||||||||||||||||||||||||||
Revenue | $ | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
Cost of revenue | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit | ||||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit percentage | ||||||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sales and marketing expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total income (expense), net | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | Retail-Entertainment | Retail-Flooring | Flooring Manufacturing | Steel Manufacturing | Total Reportable Segments | Corporate and Other | Intercompany Eliminations | Total | ||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Other adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | ( | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
23
| Three Months Ended December 31, 2024 | Retail-Entertainment | Retail-Flooring | Flooring Manufacturing | Steel Manufacturing | Total Reportable Segments | Corporate and Other | Intercompany Eliminations | Total | ||||||||||||||||||||||||||||||||||||||||||
Revenue | $ | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||
Cost of revenue | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit percentage | ||||||||||||||||||||||||||||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
Sales and marketing expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total income (expense), net | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | Retail-Entertainment | Retail-Flooring | Flooring Manufacturing | Steel Manufacturing | Total Reportable Segments | Corporate and Other | Intercompany Eliminations | Total | ||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other adjustments | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | $ | ( | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Note 18: Subsequent Events
The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements.
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the three months ended December 31, 2025, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the condensed consolidated financial statements, including the related notes, appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “2025 Form 10-K”).
Note about Forward-Looking Statements
This Quarterly Report on Form 10-Q includes statements that constitute “forward-looking statements.” These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “intends,” “plans,” “expects,” or “anticipates,” and do not reflect historical facts.
Specific forward-looking statements contained in this portion of the Quarterly Report include, but are not limited to: (i) statements that are based on current projections and expectations about the markets in which we operate, (ii) statements about current projections and expectations of general economic conditions, (iii) statements about specific industry projections and expectations of economic activity, (iv) statements relating to our future operations, prospects, results, and performance, (v) statements that the cash on hand and additional cash generated from operations together with potential sources of cash through issuance of debt or equity will provide the Company with sufficient liquidity for the next 12 months, and (vi) statements that the outcome of pending legal proceedings will not have a material adverse effect on business, financial position and results of operations, cash flow or liquidity.
Forward-looking statements involve risks, uncertainties, and other factors, which may cause our actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results, future performance and capital requirements and cause them to materially differ from those contained in the forward-looking statements include those identified in our 2025 Form 10-K under Item 1A “Risk Factors” and Part II, Item 1A. "Risk Factors" below, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.
In addition, the foregoing factors may generally affect our business, results of operations and financial position. Forward-looking statements speak only as of the date the statements were made. We do not undertake and specifically decline any obligation to update any forward-looking statements except as required by federal securities laws. Any information contained on our website www.liveventures.com or any other websites referenced in this Quarterly Report are not incorporated into and should not be deemed a part of this Quarterly Report.
Our Company
Live Ventures Incorporated is a holding company of diversified businesses, which, together with our subsidiaries, we refer to as the “Company”, “Live Ventures”, “we”, “us” or “our”. We acquire and operate companies in various industries that have historically demonstrated a strong history of earnings power. We currently have five segments to our business: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other.
Under the Live Ventures brand, we seek opportunities to acquire profitable and well-managed companies. We work closely with consultants who help us identify target companies that fit within the criteria we have established for opportunities that will provide synergies with our businesses.
Our principal offices are located at 8548 Rozita Lee Ave., Suite 305, Las Vegas, Nevada 89113, our telephone number is (702) 939-0231, and our corporate website (which does not form part of this Quarterly Report on Form 10-Q) is located at www.liveventures.com. Our common stock trades on the Nasdaq Capital Market under the symbol “LIVE”.
Retail-Entertainment Segment
Our Retail-Entertainment Segment is composed of Vintage Stock, Inc., doing business as Vintage Stock, V-Stock, Movie Trading Company and EntertainMart (collectively, “Vintage Stock”).
Vintage Stock is an award-winning specialty entertainment retailer that offers a large selection of entertainment products, including new and pre-owned movies, video games and music products, as well as ancillary products, such as books,
25
comics, toys and collectibles, in a single location. With its integrated buy-sell-trade business model, Vintage Stock buys, sells and trades new and pre-owned movies, music, video games, electronics and collectibles through 73 retail locations strategically positioned across Alabama, Arkansas, Colorado, Idaho, Illinois, Kansas, Missouri, Montana, Nebraska, New Mexico, Oklahoma, Tennessee, Texas, and Utah.
Retail-Flooring Segment
Our Retail-Flooring Segment is composed of Flooring Liquidators, Inc. (“Flooring Liquidators”).
Flooring Liquidators is a leading retailer and installer of flooring, carpeting, and countertops to consumers, builders, and contractors in California and Nevada, operating 25 warehouse-format stores and a design center. Over the years, the company has established a strong reputation for innovation, efficiency, and service in the home renovation and improvement market. Flooring Liquidators serves retail and builder customers through two businesses: retail customers through its Flooring Liquidators retail stores, and builder and contractor customers through Elite Builder Services, Inc.
Flooring Manufacturing Segment
Our Flooring Manufacturing segment is comprised of Marquis Industries, Inc. (“Marquis”).
Marquis is a leading carpet manufacturer and distributor of carpet and hard-surface flooring products. Over the last decade, Marquis has been an innovator and leader in the value-oriented polyester carpet sector, which is currently the market’s fastest-growing fiber category. Marquis focuses on the residential, niche commercial, and hospitality end-markets and serves thousands of customers.
Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service. Its innovation has yielded products and technologies that differentiate its brands in the flooring marketplace. Marquis’s state-of-the-art operations enable high quality products, unique customization, and short lead-times. Furthermore, the Company has recently invested in additional capacity to grow several attractive lines of business, including printed carpet and yarn extrusion.
Steel Manufacturing Segment
Our Steel Manufacturing segment is comprised of Precision Metal Works, Inc. (“PMW”), Precision Industries, Inc. (“Precision Marshall”), and its wholly-owned subsidiaries The Kinetic Co., Inc. (“Kinetic”), and Central Steel Fabricators, LLC. ("Central Steel").
Precision Marshall
Precision Marshall is the North American leader in providing and manufacturing pre-finished de-carb free tool and die steel. For over 75 years, Precision Marshall has served steel distributors through quick and accurate service. Precision Marshall has led the industry with exemplary availability and value-added processing that saves distributors time and processing costs.
Founded in 1948, Precision Marshall “The Deluxe Company” has built a reputation of high integrity, speed of service, and doing things the “Deluxe Way”. The term Deluxe refers to all aspects of the product and customer service to be head and shoulders above the rest. From order entry to packaging and delivery, Precision Marshall makes it easy to do business and backs all products and service with a guarantee.
Precision Marshall provides four key products to over 500 steel distributors in four product categories: Deluxe Alloy Plate, Deluxe Tool Steel Plate, Precision Ground Flat Stock, and Drill Rod. With over 5,000 distinct size grade combinations in stock every day, Precision Marshall arms tool steel distributors with deep inventory availability and same day shipment to their place of business or often ships direct to their customer saving time and handling.
On June 28, 2022, Precision Marshall acquired Kinetic. Kinetic is a highly recognizable and regarded brand name in the production of industrial knives and hardened wear products for the tissue, metals, and wood industries and is known as a one-stop shop for in-house grinding, machining, and heat-treating. Kinetic is headquartered in Greendale, Wisconsin. Kinetic manufactures more than 90 types of knives and numerous associated parts with modifications and customizations available to each. Kinetic employs approximately 100 non-union employees.
26
On July 20, 2023, Live acquired PMW. Founded in 1947 in Louisville, Kentucky, PMW manufactures and supplies highly engineered parts and components across 400,000 square feet of manufacturing space. PMW offers world-class metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices.
On May 17, 2024, Precision Marshall acquired Central Steel. Founded in 1969 in Chicago, Illinois, Central Steel is a manufacturer of specialized fabricated metal products. Central Steel offers over 2,300 unique products to more than 500 customers. Its extensive product line, primarily for data centers, includes cable racks, auxiliary framing, hardware, insulation products, and network bays.
Corporate and Other Segment
Our Corporate and Other segment consists of certain corporate general and administrative costs, and operations of certain legacy products and service offerings for which we are no longer accepting new customers.
Intercompany Eliminations
Intercompany eliminations include the elimination of intercompany sales, cost of goods sold, profit in inventory, and intercompany accounts payable and receivable in consolidation. Segment results are presented before these eliminations.
Critical Accounting Policies
Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Preparation of these statements requires us to make judgments and estimates. Some accounting policies have a significant and material impact on amounts reported in these financial statements. Estimates and assumptions are based on management's experience and other information available prior to the issuance of our financial statements. Our actual realized results may differ materially from management’s initial estimates as reported. Our critical and significant accounting policies include Trade Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes. For a summary of our significant accounting policies and the means by which we develop estimates thereon, see Part II, Item 8 – Financial Statement and Supplementary Data - Notes to Consolidated Financial Statements Note 2 – Summary of Significant Accounting Policies in our 2025 Form 10-K.
Adjusted EBITDA
We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA”, which is a non-U.S. GAAP financial measure. We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’ ability to fund acquisitions and other capital expenditures, and to service its debt. Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company's financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by U.S. GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of our results of operations, nor of cash flows available to fund all our cash needs. It is, however, a measurement that the Company believes is useful to investors in analyzing its operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with U.S. GAAP. As companies often define non-U.S. GAAP financial measures differently, Adjusted EBITDA, as calculated by the Company, should not be compared to any similarly titled measures reported by other companies.
27
Results of Operations Three Months Ended December 31, 2025 and 2024 (In $000’s)
The following table sets forth certain statement of income items and as a percentage of revenue, for the three months ended December 31, 2025 and 2024 (in $000’s):
| Three Months Ended December 31, 2025 | Three Months Ended December 31, 2024 | ||||||||||||||||||||||
| % of Total Revenue | % of Total Revenue | ||||||||||||||||||||||
| Selected Data | |||||||||||||||||||||||
| Revenue | $ | 108,544 | $ | 111,508 | |||||||||||||||||||
| Gross Profit | 35,353 | 32.6 | % | 35,362 | 31.7 | % | |||||||||||||||||
| General and administrative expenses | 27,842 | 25.7 | % | 30,071 | 27.0 | % | |||||||||||||||||
| Sales and marketing expenses | 4,060 | 3.7 | % | 4,529 | 4.1 | % | |||||||||||||||||
| Interest expense, net | 3,561 | 3.3 | % | 4,162 | 3.7 | % | |||||||||||||||||
| (Loss) income before provision for income taxes | (89) | (0.1 | %) | 573 | 0.5 | % | |||||||||||||||||
| (Benefit) provision for income taxes | (25) | — | % | 81 | 0.1 | % | |||||||||||||||||
| Net (loss) income | $ | (64) | (0.1 | %) | $ | 492 | 0.4 | % | |||||||||||||||
| Adjusted EBITDA (a) | |||||||||||||||||||||||
| Retail-Entertainment | $ | 4,967 | $ | 3,810 | |||||||||||||||||||
| Retail-Flooring | (2,301) | (783) | |||||||||||||||||||||
| Flooring Manufacturing | 3,275 | 1,633 | |||||||||||||||||||||
| Steel Manufacturing | 3,314 | 3,187 | |||||||||||||||||||||
| Corporate & Other | (1,163) | (1,334) | |||||||||||||||||||||
| Intercompany Eliminations | (300) | (769) | |||||||||||||||||||||
| Total Adjusted EBITDA | $ | 7,792 | $ | 5,744 | |||||||||||||||||||
| Adjusted EBITDA as a percentage of revenue | |||||||||||||||||||||||
| Retail-Entertainment | 21.0 | % | 17.9 | % | |||||||||||||||||||
| Retail-Flooring | (9.1 | %) | (2.5 | %) | |||||||||||||||||||
| Flooring Manufacturing | 11.3 | % | 5.6 | % | |||||||||||||||||||
| Steel Manufacturing | 10.4 | % | 9.6 | % | |||||||||||||||||||
| Corporate & Other | N/A | N/A | |||||||||||||||||||||
| Intercompany Eliminations | N/A | N/A | |||||||||||||||||||||
| Consolidated adjusted EBITDA as a percentage of revenue | 7.2 | % | 5.2 | % | |||||||||||||||||||
(a)See reconciliation of net income to Adjusted EBITDA below.
28
The following table sets forth revenue by segment (in $000's):
| For the Three Months Ended December 31, 2025 | For the Three Months Ended December 31, 2024 | ||||||||||||||||||||||
| Net Revenue | % of Total Revenue | Net Revenue | % of Total Revenue | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Retail-Entertainment | $ | 23,621 | 21.8 | % | $ | 21,274 | 19.1 | % | |||||||||||||||
| Retail-Flooring | 25,327 | 23.3 | % | 31,747 | 28.5 | % | |||||||||||||||||
| Flooring Manufacturing | 28,861 | 26.6 | % | 29,168 | 26.2 | % | |||||||||||||||||
| Steel Manufacturing | 31,862 | 29.3 | % | 33,287 | 29.9 | % | |||||||||||||||||
| Corporate & Other | 7 | — | % | 56 | 0.1 | % | |||||||||||||||||
| Intercompany Eliminations | (1,134) | (1.0 | %) | (4,024) | (3.6 | %) | |||||||||||||||||
| Total Revenue | $ | 108,544 | 100.0 | % | $ | 111,508 | 100.0 | % | |||||||||||||||
The following table sets forth gross profit earned by segment and gross profit as a percentage of total revenue for each segment (in $000's):
| For the Three Months Ended December 31, 2025 | For the Three Months Ended December 31, 2024 | ||||||||||||||||||||||
| Gross Profit | Gross Profit % of Total Revenue | Gross Profit | Gross Profit % of Total Revenue | ||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Retail-Entertainment | $ | 13,573 | 12.5 | % | $ | 12,044 | 10.8 | % | |||||||||||||||
| Retail-Flooring | 8,026 | 7.4 | % | 11,803 | 10.6 | % | |||||||||||||||||
| Flooring Manufacturing | 7,225 | 6.7 | % | 6,255 | 5.6 | % | |||||||||||||||||
| Steel Manufacturing | 6,348 | 5.8 | % | 5,977 | 5.4 | % | |||||||||||||||||
| Corporate & Other | 2 | — | % | 51 | — | % | |||||||||||||||||
| Intercompany Eliminations | $ | 179 | 0.2 | % | $ | (768) | (0.7 | %) | |||||||||||||||
| Total Gross Profit | $ | 35,353 | 32.6 | % | $ | 35,362 | 31.7 | % | |||||||||||||||
Revenue
Revenue decreased approximately $3.0 million, or 2.7%, to approximately $108.5 million for the three months ended December 31, 2025, compared to revenue of approximately $111.5 million for the three months ended December 31, 2024. The decrease primarily reflects an approximately $7.1 million decline in the Retail-Flooring and Steel Manufacturing segments, partially offset by an approximately $4.1 million aggregate increase in the Retail-Entertainment and Flooring Manufacturing segments, net of intercompany sales eliminations.
Gross Profit
Gross profit was approximately $35.4 million for the three months ended December 31, 2025, essentially unchanged compared to the three months ended December 31, 2024. However, gross margin increased by 90 basis points to 32.6%, as compared to 31.7% in the prior-year period. The gross margin improvement was attributable to higher margins in the Flooring Manufacturing segment due to improved efficiencies and a favorable product mix, improved efficiencies in the Steel Manufacturing segment, and a favorable product mix in the Retail Entertainment segment, partially offset by lower gross margins in the Retail-Flooring segment.
General and Administrative Expense
General and Administrative expenses decreased by 7.4% to approximately $27.8 million for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024. The decrease was driven primarily by
29
targeted cost‑reduction initiatives in our Retail‑Flooring segment, including lower compensation expense and reduced professional fees.
Sales and Marketing Expense
Sales and marketing expense decreased by 10.4% to approximately $4.1 million for the three months ended December 31, 2025, as compared to the three months ended December 31, 2024, primarily due to reduced sales and marketing activities in our Flooring Manufacturing segment.
Interest Expense, net
Interest expense, net, decreased by approximately $0.6 million for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024 due to lower average debt balances.
Results of Operations by Segment for the Three Months Ended December 31, 2025 and 2024
| For the Three Months Ended December 31, 2025 | For the Three Months Ended December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail-Entertainment | Retail-Flooring | Flooring Manufacturing | Steel Manufacturing | Corporate & Other | I/C Eliminations | Total | Retail-Entertainment | Retail-Flooring | Flooring Manufacturing | Steel Manufacturing | Corporate & Other | I/C Eliminations | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue | $ | 23,621 | $ | 25,327 | $ | 28,861 | $ | 31,862 | $ | 7 | $ | (1,134) | $ | 108,544 | $ | 21,274 | $ | 31,747 | $ | 29,168 | $ | 33,287 | $ | 56 | $ | (4,024) | $ | 111,508 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of Revenue | 10,048 | 17,301 | 21,636 | 25,514 | 5 | (1,313) | 73,191 | 9,230 | 19,944 | 22,913 | 27,310 | 5 | (3,256) | 76,146 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Profit | 13,573 | 8,026 | 7,225 | 6,348 | 2 | 179 | 35,353 | 12,044 | 11,803 | 6,255 | 5,977 | 51 | (768) | 35,362 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and Administrative Expense | 8,732 | 11,483 | 1,383 | 4,597 | 1,168 | 479 | 27,842 | 8,480 | 13,709 | 1,634 | 4,646 | 1,602 | — | 30,071 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling and Marketing Expense | 175 | 231 | 3,517 | 131 | 6 | — | 4,060 | 157 | 267 | 3,970 | 129 | 6 | — | 4,529 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | 4,666 | $ | (3,688) | $ | 2,325 | $ | 1,620 | $ | (1,172) | $ | (300) | $ | 3,451 | $ | 3,407 | $ | (2,173) | $ | 651 | $ | 1,202 | $ | (1,557) | $ | (768) | $ | 762 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retail-Entertainment Segment
The Retail-Entertainment segment revenue for the quarter ended December 31, 2025, was approximately $23.6 million, an increase of approximately $2.3 million, or 11.0%, compared to approximately $21.3 million in the prior-year period. The revenue growth was driven by strong consumer demand across all product lines. Gross margin for the quarter increased to 57.5%, compared to 56.6% in the prior-year period, reflecting a shift in sales mix toward higher‑margin product lines. Operating income for the quarter ended December 31, 2025, was approximately $4.7 million compared to approximately $3.4 million in the prior-year period. Strong revenue growth and disciplined management of general and administrative expenses have driven the continued improvement in operating results.
Retail-Flooring Segment
Retail Flooring segment revenue for the quarter ended December 31, 2025, was approximately $25.3 million, representing a decrease of approximately $6.4 million, or 20.2%, compared to approximately $31.7 million in the prior-year period. The decrease in revenue is primarily due to changes in store locations from the prior-year period, including two store closures and three new store openings late in the fiscal first quarter of 2026 that had not yet materially contributed to revenue, as well as continued softness in the housing market. Gross margin for the quarter was 31.7%, compared to 37.2% in the prior-year period. The decrease in gross margin is primarily due to a greater mix of aged inventory sold during the seasonally slower period and a less favorable overall product mix. Operating loss for the quarter ended December 31, 2025, was approximately $3.7 million, compared to an operating loss of approximately $2.2 million in the prior-year period. The increased loss was driven mainly by lower revenue and gross margin, partially offset by reduced operating expenses resulting from cost-reduction initiatives implemented in fiscal year 2025.
Flooring Manufacturing Segment
The Flooring Manufacturing segment revenue for the quarter ended December 31, 2025, was approximately $28.9 million, a decrease of approximately $0.3 million, or 1.1%, compared to approximately $29.2 million in the prior-year period. The decrease in revenue was primarily due to lower sales to the Retail-Flooring segment. Net of intercompany sales eliminations, revenue increased approximately $2.0 million compared to the prior-year period. Gross margin for the quarter increased to 25.0%, compared to 21.4% for the prior-year period. The increase in gross margin is primarily due to a change
30
in product mix toward carpet, which typically has higher gross margins, combined with improved operational efficiencies. Operating income for the quarter ended December 31, 2025, was approximately $2.3 million, compared to an operating income of approximately $0.7 million for the prior-year period. The increase in operating income was primarily due to improved gross margins and lower operating expenses resulting from cost-reduction initiatives.
Steel Manufacturing Segment
The Steel Manufacturing segment revenue for the quarter ended December 31, 2025, was approximately $31.9 million, a decrease of approximately $1.4 million, or 4.3%, compared to approximately $33.3 million in the prior-year period. The revenue decrease was primarily driven by lower sales volumes in the metal forming, assembly, and finishing solutions business. Net of intercompany sales eliminations, revenue decreased approximately $0.7 million compared to the prior-year period. Gross margin was 19.9% for the quarter, compared to 18.0% for the prior-year period. The increase in gross margin was primarily due to strategic price increases and improved operational efficiencies. Operating income for the quarter ended December 31, 2025, was approximately $1.6 million, compared to approximately $1.2 million in the prior-year period. The increase in operating income was primarily due to improved gross margins.
Corporate and Other Segment
The Corporate and Other segment operating loss was approximately $1.2 million and $1.6 million for the quarters ended December 31, 2025, and 2024, respectively. The decrease in operating loss is primarily due to a reduction in corporate expenses, including compensation and professional fees.
Intercompany Eliminations
Intercompany eliminations represent intercompany activity, including sales, cost of goods sold, and inventory profit, that is removed in consolidation. Segment results are presented prior to these eliminations.
Adjusted EBITDA Reconciliation
The following table presents a reconciliation of net income to Adjusted EBITDA for the three months ended December 31, 2025 and 2024 (in $000’s):
| For the Three Months Ended | |||||||||||
| December 31, 2025 | December 31, 2024 | ||||||||||
| Net income (loss) | $ | (64) | $ | 492 | |||||||
| Depreciation and amortization | 3,926 | 4,415 | |||||||||
| Stock-based compensation | 51 | 51 | |||||||||
| Interest expense, net | 3,561 | 4,162 | |||||||||
| Income tax (benefit) expense | (25) | 81 | |||||||||
| Debt issuance costs | 59 | — | |||||||||
| Gain on extinguishment of debt | — | (713) | |||||||||
| Gain on settlement of earnout liability | — | (2,840) | |||||||||
| Other nonrecurring charges | 284 | 96 | |||||||||
| Adjusted EBITDA | $ | 7,792 | $ | 5,744 | |||||||
Adjusted EBITDA increased by approximately $2.0 million, or 35.7%, for the three months ended December 31, 2025, as compared to the prior year period. The increase was primarily due to an overall increase in operating income, as discussed above.
Liquidity and Capital Resources
As of December 31, 2025, we had total cash on hand of approximately $15.1 million and approximately $23.6 million of available borrowing under our revolving credit facilities. As we continue to pursue acquisitions and other strategic transactions to expand and grow our business, we regularly monitor capital market conditions and may raise additional
31
funds through borrowings or public or private sales of debt or equity securities. The amount, nature, and timing of any borrowings or sales of debt or equity securities will depend on our operating performance and other circumstances; our then-current commitments and obligations; the amount, nature and timing of our capital requirements; any limitations imposed by our current credit arrangements; and overall market conditions.
Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities and funds available under our asset-based revolver lines of credit will provide sufficient liquidity to do the following for at least the next 12 months: fund our operations; pay our scheduled loan payments; repurchase shares under our share buyback program; and, pay dividends on our shares of Series E Preferred Stock as declared by the Board of Directors.
Working Capital
We had working capital of approximately $69.1 million as of December 31, 2025, compared to working capital of approximately $62.1 million as of September 30, 2025, an increase of approximately $7.0 million. The increase was primarily driven by an aggregate decrease in current liabilities of approximately $9.2 million, reflecting reductions in the current portion of long‑term debt, the current portion of lease obligations, and accrued liabilities, as well as an increase in accounts payable. These changes were partially offset by an aggregate decrease in current assets of approximately $2.2 million, driven by decreases in trade receivables and inventories.
Cash Flows from Operating Activities
The Company’s cash, as of December 31, 2025, was approximately $15.1 million compared to approximately $8.8 million as of September 30, 2025, an increase of approximately $6.3 million. Net cash provided by operations was approximately $9.8 million for the three months ended December 31, 2025, as compared to net cash provided by operations of approximately $9.4 million for the three months ended December 31, 2024. The increase was primarily driven by changes related to the settlement of the earnout liability and the gain on extinguishment of debt recognized during the three months ended December 31, 2024, and reflects a decrease in the amortization of the seller note discount, decreases in the changes in accounts receivable, inventories, and accrued liabilities, and an increase in the changes in deposits and other assets and accounts payable.
Our primary sources of cash inflows are from customer receipts from sales on account and factored accounts receivable proceeds. Our most significant cash outflows include payments for raw materials and general operating expenses, including payroll costs and general and administrative expenses that typically occur within close proximity of expense recognition.
Cash Flows from Investing Activities
Our cash flows used in investing activities of approximately $1.3 million for the three months ended December 31, 2025, and approximately $1.8 million for the three months ended December 31, 2024, consisted of the purchases of property and equipment.
Cash Flows from Financing Activities
Our cash flows used in financing activities of approximately $2.2 million during the three months ended December 31, 2025 consisted of payments on notes payable of approximately $6.6 million, net borrowings under revolver loans of approximately $3.9 million, payments for finance leases of approximately $1.1 million, payments for debt issuance costs of approximately $0.7 million, and payments on seller notes of approximately $70,000, partially offset by proceeds from the issuance of notes payable of approximately $9.8 million, and net borrowings under related party revolver loans of approximately $0.4 million.
Our cash flows used in financing activities of approximately $4.8 million during the three months ended December 31, 2024 consisted of net borrowings under revolver loans of approximately $3.1 million, cash paid for the settlement of seller notes of $1.9 million, payments on notes payable of approximately $1.8 million, payments for finance leases of approximately $1.0 million, payments on related party notes payable of approximately $0.3 million, and purchases of treasury stock of approximately $0.2 million, partially offset by proceeds from the issuance of related party notes payable of approximately $1.9 million, and net borrowings under related party revolver loans of approximately $1.6 million.
Currently, we are not issuing common shares for liquidity purposes. We prefer to use asset-based lending arrangements and mezzanine financing together with Company provided capital to finance acquisitions and have done so historically. Occasionally, as our Company history has demonstrated, we will issue stock and derivative instruments linked to stock for services or debt settlement.
32
Future Sources of Cash; New Products and Services
We may require additional debt financing or capital to finance new acquisitions, refinance existing indebtedness or other strategic investments in our business. Other sources of financing may include stock issuances and additional loans; or other forms of financing. Any financing obtained by us may further dilute or otherwise impair the ownership interest of our existing stockholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of December 31, 2025, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required. We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Control and Procedures. We carried out an evaluation, under the supervision, and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, as of December 31, 2025, we concluded that the Company's disclosure, controls, and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting will prevent or detect all errors and all fraud. A control system, regardless of how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. These inherent limitations include the following: judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes, controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 regarding Internal Control – Integrated Framework. Based on our assessment using those criteria, as of December 31, 2025, our management concluded that our internal controls over financial reporting were effective.
There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
33
PART II – OTHER INFORMATION
ITEM 1. Legal Proceedings
The information in response to this item is included in Note 16, Commitments and Contingencies, to the Consolidated Financial Statements included in Part I, Item 1, of this Form 10-Q. Please also refer to “Item 3. Legal Proceedings” in our 2025 Form 10-K for information regarding material pending legal proceedings. Except as set forth herein, and therein, there have been no new material legal proceedings and no material developments in the legal proceedings previously disclosed.
ITEM 1A. Risk Factors
None.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 4, 2024, the Company announced a $10 million common stock repurchase program, which was amended on June 2, 2025 to extend its term through May 31, 2028, unless extended, canceled, or modified by the Company's Board of Directors. During the three months ended December 31, 2025, the Company made no repurchases. As of December 31, 2025, the maximum amount that may be purchased by the Company under the announced Plan was approximately $9.5 million.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
None.
ITEM 5. Other Information
34
ITEM 6. Exhibits
The following exhibits are filed with or incorporated by reference into this Quarterly Report.
| 3.1 | 8-K | 001-33937 | 3.1 | 08/15/07 | ||||||||||||||||||||||||||||
| 3.2 | Certificate of Change | 8-K | 001-33937 | 3.1 | 09/07/10 | |||||||||||||||||||||||||||
| 3.3 | Certificate of Correction | 8-K | 001-33937 | 3.1 | 03/11/13 | |||||||||||||||||||||||||||
| 3.4 | Certificate of Change | 10-Q | 001-33937 | 3.1 | 02/14/14 | |||||||||||||||||||||||||||
| 3.5 | Articles of Merger | 8-K | 001-33937 | 3.1.4 | 10/08/15 | |||||||||||||||||||||||||||
| 3.6 | Certificate of Change | 8-K | 001-33937 | 3.1.5 | 11/25/16 | |||||||||||||||||||||||||||
| 3.7 | Certificate of Designation for Series B Convertible Preferred Stock filed with Secretary of State for the State of Nevada on December 23, 2016, and effective as of December 27, 2016 | 10-K | 001-33937 | 3.1.6 | 12/29/16 | |||||||||||||||||||||||||||
| 3.8 | 10-Q | 001-33937 | 3.8 | 08/14/18 | ||||||||||||||||||||||||||||
| 10.142 | * | |||||||||||||||||||||||||||||||
| 10.143 | * | |||||||||||||||||||||||||||||||
| 10.144 | * | |||||||||||||||||||||||||||||||
| 31.1 | * | |||||||||||||||||||||||||||||||
| 31.2 | * | |||||||||||||||||||||||||||||||
| 32.1 | * | |||||||||||||||||||||||||||||||
| 32.2 | * | |||||||||||||||||||||||||||||||
| 101.INS | * | Inline XBRL Instance Document | ||||||||||||||||||||||||||||||
| 101.SCH | * | Inline XBRL Taxonomy Extension Schema Document | ||||||||||||||||||||||||||||||
| 101.CAL | * | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||||||||||||||||||||||||||||
| 101.DEF | * | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||||||||||||||||||||||||||||
| 101.LAB | * | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||||||||||||||||||||||||||||
| 101.PRE | * | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
_________________________
*Filed herewith
35
† Indicates a management contract or compensatory plan or arrangement.
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Live Ventures Incorporated | |||||
Dated: February 12, 2026 | /s/ Jon Isaac | ||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Dated: February 12, 2026 | /s/ David Verret | ||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
37