Form 8-K

8-K — LIVE VENTURES Inc

Accession: 0001437749-26-027498

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001045742

SIC: 5900 (RETAIL-MISCELLANEOUS RETAIL)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — live20260604_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1004457.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: live20260604_8k.htm · Sequence: 1

live20260604_8k.htm

false

0001045742

2026-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2026

Live Ventures Incorporated

(Exact name of Registrant as Specified in Its Charter)

Nevada

001-33937

85-0206668

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

8548 Rozita Lee Ave., Suite 305

Las Vegas, Nevada

89113

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 939-0231

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

LIVE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2026, Live Ventures Incorporated issued a press release announcing its financial results for its fiscal second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release, dated August 13, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIVE VENTURES INCORPORATED

By:

/s/ Jon Isaac

Name: Jon Isaac

Title: Chief Executive Officer

Dated: August 13, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1004457.htm · Sequence: 2

ex_1004457.htm

Exhibit 99.1

Live Ventures Reports Fiscal Third Quarter 2026 Financial Results

LAS VEGAS, August 13, 2026 -- Live Ventures Incorporated (Nasdaq: LIVE) (“Live Ventures” or the “Company”), a diversified holding company, today announced financial results for its fiscal third quarter ended June 30, 2026.

Fiscal Third Quarter 2026 Key Highlights:

●

Revenue was $108.9 million, compared to $112.5 million in the prior-year period, with year-over-year revenue growth in three of the Company’s four operating segments

●

Gross margin expanded approximately 10 basis points to 34.1%, compared to 34.0% in the prior-year period

●

Operating income was $5.3 million, compared to operating income of $8.0 million in the prior-year period

●

Net loss was $1.1 million and loss per share was $0.34, compared to net income of $5.4 million and diluted earnings per share (“EPS”) of $1.24 in the prior-year period

Prior-year period results benefited from a $1.5 million gain on Employee Retention Credits and a $1.3 million gain on the settlement of a holdback liability related to Precision Industries, Inc. (“Precision Marshall”)

●

Adjusted EBITDA¹ was $9.3 million, compared to $13.2 million in the prior-year period

●

Total assets were $385.8 million and stockholders’ equity was $91.9 million as of June 30, 2026

●

Approximately $39.8 million in cash and availability under the Company’s credit facilities as of June 30, 2026

●

The Company has approximately $9.5 million remaining available under its $10 million share repurchase program

“For the third quarter, our Retail-Entertainment and Steel Manufacturing segments posted revenue growth, improved operating income, and higher Adjusted EBITDA¹. The Retail-Entertainment segment’s revenue grew 13%, while operating income and Adjusted EBITDA¹ increased 34% and 29%, respectively. The Steel Manufacturing segment’s revenue increased 7%, with operating income and Adjusted EBITDA¹ up 69% and 16%, respectively. These results were partially offset by continued weakness in the Retail-Flooring segment, where softness in the new-home construction and home-refurbishment markets weighed on operating performance,” said David Verret, Chief Financial Officer of Live Ventures.

“Our third-quarter performance demonstrates the resilience of our diversified operating portfolio. While we continue to navigate challenging conditions in our Retail-Flooring segment, our Retail-Entertainment and Steel Manufacturing segments delivered solid growth and improved profitability. We remain focused on initiatives to improve performance across our operating segments and drive sustainable value creation over the long term,” commented Jon Isaac, President and Chief Executive Officer of Live Ventures.

Third Quarter Fiscal Year 2026 Financial Summary (in thousands except per share amounts)

For the three months ended June 30,

2026

2025

% Change

Revenue

$ 108,911

$ 112,530

-3.2%

Gross profit

$ 37,096

$ 38,287

-3.1%

Operating income

$ 5,283

$ 8,003

-34.0%

Net income (loss)

$ (1,058)

$ 5,388

N/A

Diluted earnings (loss) per share

$ (0.34)

$ 1.24

N/A

Adjusted EBITDA¹

$ 9,298

$ 13,188

-29.5%

Revenue decreased approximately $3.6 million, or 3.2%, to $108.9 million for the quarter ended June 30, 2026, compared to $112.5 million in the prior-year period. Revenue decreased primarily due to a decline of approximately $9.0 million in the Retail-Flooring segment, partially offset by increases of approximately $2.4 million in the Retail-Entertainment segment, $1.8 million in the Steel Manufacturing segment, and $1.1 million in the Flooring Manufacturing segment.

Gross profit decreased approximately $1.2 million, or 3.1%, to $37.1 million for the quarter ended June 30, 2026, compared to $38.3 million in the prior-year period. The decline was driven primarily by lower revenue in the Retail-Flooring segment. Gross margin increased approximately 10 basis points to 34.1%, compared to 34.0% in the prior-year period, reflecting improved margins in the Retail-Flooring and Steel Manufacturing segments.

Operating income decreased approximately $2.7 million, or 34.0%, to $5.3 million for the quarter ended June 30, 2026, compared to $8.0 million in the prior-year period. The decrease was driven primarily by lower gross profit of $1.2 million and increased compensation and professional fees in the Retail-Entertainment, Flooring Manufacturing, and Corporate segments. These increases were partially offset by lower general and administrative expenses in the Retail-Flooring and Steel Manufacturing segments.

For the quarter ended June 30, 2026, net loss was approximately $1.1 million, and loss per share was $0.34, compared to net income of approximately $5.4 million and diluted EPS of $1.24 in the prior-year period. The prior-year period results benefited from a $1.5 million gain on Employee Retention Credits and a $1.3 million gain on the settlement of a holdback liability related to Precision Marshall.

Adjusted EBITDA¹ for the quarter ended June 30, 2026, was approximately $9.3 million, a decrease of $3.9 million, or 29.5%, compared to $13.2 million in the prior-year period. The decrease in Adjusted EBITDA¹ was primarily due to the decrease in revenue.

As of June 30, 2026, the Company had total cash availability of approximately $39.8 million, consisting of $10.9 million in cash on hand and $28.9 million available for borrowing under its various lines of credit.

Third Quarter Fiscal Year 2026 Segment Results (in thousands)

For the three months ended June 30,

2026

2025

% Change

Revenue

Retail - Entertainment

$ 21,426

$ 19,017

12.7%

Retail - Flooring

21,434

30,373

-29.4%

Flooring Manufacturing

31,813

30,959

2.8%

Steel Manufacturing

36,271

33,793

7.3%

Intercompany eliminations

(2,039)

(1,620)

N/A

Corporate & Other

N/A

Total Revenue

$ 108,911

$ 112,530

-3.2%

For the three months ended June 30,

2026

2025

% Change

Operating (loss) income

Retail - Entertainment

$ 3,100

$ 2,317

33.8%

Retail - Flooring

(3,180)

(733)

-333.8%

Flooring Manufacturing

2,521

2,676

-5.8%

Steel Manufacturing

3,860

2,285

68.9%

Intercompany eliminations

(144)

1,450

N/A

Corporate & Other

(874)

N/A

Total Operating (loss) Income

$ 5,283

$ 8,003

-34.0%

For the three months ended June 30,

2026

2025

% Change

Adjusted EBITDA¹

Retail - Entertainment

$ 3,315

$ 2,572

28.9%

Retail - Flooring

(1,884)

778

N/A

Flooring Manufacturing

3,403

3,651

-6.8%

Steel Manufacturing

5,382

4,627

16.3%

Intercompany eliminations

(58)

1,450

N/A

Corporate & Other

(860)

110

N/A

Total Adjusted EBITDA¹

$ 9,298

$ 13,188

-29.5%

For the three months ended June 30,

2026

2025

Adjusted EBITDA¹ as a percentage of revenue

Retail - Entertainment

15.5%

13.5%

Retail - Flooring

-8.8%

2.6%

Flooring Manufacturing

10.7%

11.8%

Steel Manufacturing

14.8%

13.7%

Intercompany eliminations

N/A

Corporate & Other

N/A

Total Adjusted EBITDA¹

8.5%

11.7%

as a percentage of revenue

Retail – Entertainment

Retail-Entertainment segment revenue for the quarter ended June 30, 2026 was $21.4 million, an increase of approximately $2.4 million, or 12.7%, compared to $19.0 million in the prior-year period. Revenue growth was driven by strong consumer demand across all product lines. Gross margin was unchanged at 57.4%. Operating income for the quarter ended June 30, 2026 was $3.1 million compared to $2.3 million in the prior-year period. The increase in operating income was primarily driven by the segment's revenue growth.

Retail – Flooring

Retail-Flooring segment revenue for the quarter ended June 30, 2026 was $21.4 million, a decrease of approximately $9.0 million, or 29.4%, compared to $30.4 million in the prior-year period. The decline was primarily driven by lower retail and contractor sales due to the continued headwinds in the new-home construction and home-refurbishment markets. Gross margin increased to 37.1%, compared to 35.5% in the prior-year period, reflecting a more favorable sales mix. Operating loss for the quarter ended June 30, 2026 was $3.2 million, compared to an operating loss of $0.7 million in the prior-year period. The increase in operating loss was driven primarily by lower revenue, partially offset by lower general and administrative expenses resulting from cost-reduction initiatives.

Flooring Manufacturing

Flooring Manufacturing segment revenue for the quarter ended June 30, 2026 was $31.8 million, an increase of approximately $0.8 million, or 2.8%, compared to $31.0 million in the prior-year period. Flooring Manufacturing segment revenue, net of intercompany eliminations, increased approximately $1.1 million compared to the prior-year period. Gross margin decreased to 25.8%, compared to 27.6% in the prior-year period, primarily due to increased raw material and other input costs. Operating income for the quarter ended June 30, 2026 was $2.5 million, compared to $2.7 million for the prior-year period. The decrease was primarily driven by reduced gross margins, partially offset by lower operating expenses resulting from cost reduction initiatives.

Steel Manufacturing

Steel Manufacturing segment revenue for the quarter ended June 30, 2026 was $36.3 million, an increase of approximately $2.5 million, or 7.3%, compared to $33.8 million in the prior-year period. The increase was primarily driven by higher sales volumes in the fabricated, hardened wear, and tool and die businesses, partially offset by lower revenue in the metal forming, assembly, and finishing solutions business. Steel Manufacturing segment revenue, net of intercompany eliminations, increased approximately $1.8 million compared to the prior-year period. Gross margin was 24.6%, compared to 23.0% in the prior-year period, reflecting a more favorable sales mix. Operating income was $3.9 million for the quarter ended June 30, 2026 compared to operating income of $2.3 million in the prior-year period. The increase was primarily driven by improved gross profit and lower operating expenses resulting from cost reduction initiatives.

Corporate and Other

Corporate and Other segment operating loss for the quarter ended June 30, 2026 was $0.9 million compared to operating income of $8,000 in the prior-year period. The change in operating loss is due to the reallocation of certain costs in the prior-year period.

Nine Months Fiscal Year 2026 Financial Summary (in thousands except per share amounts)

For the nine months ended June 30,

2026

2025

% Change

Revenue

$ 320,354

$ 331,051

-3.2%

Gross profit

$ 107,029

$ 108,797

-1.6%

Operating income

$ 6,725

$ 10,857

-38.1%

Net income (loss)

$ (3,570)

$ 21,746

N/A

Diluted earnings (loss) per share

$ (1.16)

$ 4.97

N/A

Adjusted EBITDA¹

$ 22,968

$ 25,379

-9.5%

Revenue decreased approximately $10.7 million, or 3.2%, to $320.4 million for the nine months ended June 30, 2026, compared to $331.1 million in the prior-year period. Revenue decreased primarily due to a decline of approximately $22.6 million in the Retail-Flooring segment, partially offset by increases of approximately $7.5 million in the Retail-Entertainment segment, $2.3 million in the Flooring Manufacturing segment, and $2.1 million in the Steel Manufacturing segment.

Gross profit decreased approximately $1.8 million, or 1.6%, to approximately $107.0 million for the nine months ended June 30, 2026, compared to $108.8 million in the prior-year period, primarily due to lower revenue in the Retail-Flooring segment. Gross margin increased 50 basis points to 33.4%, compared to 32.9% in the prior-year period, reflecting improved operating efficiencies in the Flooring Manufacturing and Steel Manufacturing segments, as well as a more favorable revenue mix, as the higher-margin Retail-Entertainment segment represented a larger share of consolidated revenue.

Operating income decreased approximately $4.2 million, or 38.1%, to approximately $6.7 million for the nine months ended June 30, 2026, compared to $10.9 million in the prior-year period. The decrease was primarily due to a non-cash goodwill impairment charge of approximately $4.0 million in the Steel Manufacturing segment in the second quarter of fiscal year 2026.

For the nine months ended June 30, 2026, net loss was approximately $3.6 million, and loss per share was $1.16, compared to net income of approximately $21.7 million and diluted EPS of $4.97 in the prior-year period. The net loss for the nine months ended June 30, 2026, includes a non-cash goodwill impairment charge of approximately $4.0 million in the Steel Manufacturing segment and a $1.4 million gain on Employee Retention Credits in the Retail-Flooring segment, both in the second quarter of fiscal year 2026. The prior-year period benefited from a $1.8 million gain on Employee Retention Credits and a $1.2 million gain on the settlement of a holdback liability related to Precision Marshall. In addition, fiscal year 2025 year-to-date net income included a $22.8 million gain related to the modification of the Flooring Liquidators’ seller note, an approximately $2.8 million gain related to the settlement of the earnout liability from the Precision Metal Works, Inc. (“PMW”) acquisition, and an approximately $0.7 million gain from the settlement of PMW seller notes.

Adjusted EBITDA¹ for the nine months ended June 30, 2026, was approximately $23.0 million, a decrease of $2.4 million, or 9.5%, compared to $25.4 million in the prior-year period. The decrease is primarily due to the decrease in revenue.

Nine Months FY 2026 Segment Results (in thousands)

For the nine months ended June 30,

2026

2025

% Change

Revenue

Retail - Entertainment

$ 66,252

$ 58,758

12.8%

Retail - Flooring

66,969

89,519

-25.2%

Flooring Manufacturing

90,958

91,596

-0.7%

Steel Manufacturing

100,679

98,569

2.1%

Intercompany eliminations

(4,521)

(7,461)

N/A

Corporate & Other

N/A

Total Revenue

$ 320,354

$ 331,051

-3.2%

For the nine months ended June 30,

2026

2025

% Change

Operating (loss) Income

Retail - Entertainment

$ 11,082

$ 8,223

34.8%

Retail - Flooring

(11,467)

(5,649)

-103.0%

Flooring Manufacturing

6,816

4,914

38.7%

Steel Manufacturing

3,821

5,673

-32.6%

Intercompany eliminations

(530)

588

N/A

Corporate & Other

(2,997)

(2,892)

N/A

Total Operating Income

$ 6,725

$ 10,857

-38.1%

For the nine months ended June 30,

2026

2025

% Change

Adjusted EBITDA¹

Retail - Entertainment

$ 11,811

$ 9,138

29.3%

Retail - Flooring

(7,418)

(1,599)

-363.9%

Flooring Manufacturing

9,595

7,810

22.9%

Steel Manufacturing

12,392

11,899

4.1%

Intercompany eliminations

(444)

588

N/A

Corporate & Other

(2,968)

(2,457)

N/A

Total Adjusted EBITDA¹

$ 22,968

$ 25,379

-9.5%

For the nine months ended June 30,

2026

2025

Adjusted EBITDA¹ as a percentage of revenue

Retail - Entertainment

17.8%

15.6%

Retail - Flooring

-11.1%

-1.8%

Flooring Manufacturing

10.5%

8.5%

Steel Manufacturing

12.3%

12.1%

Intercompany eliminations

N/A

Corporate & Other

N/A

Total Adjusted EBITDA¹

7.2%

7.7%

as a percentage of revenue

Retail – Entertainment

Retail-Entertainment segment revenue for the nine months ended June 30, 2026 was $66.3 million, an increase of approximately $7.5 million, or 12.8%, compared to $58.8 million in the prior-year period. The increase was driven by strong consumer demand across all product lines. Gross margin for the nine months ended June 30, 2026 was 57.6%, essentially flat compared to 57.7% in the prior-year period. Operating income for the nine months ended June 30, 2026 was $11.1 million compared to $8.2 million in the prior-year period. The increase in operating income was primarily driven by the segment's revenue growth.

Retail – Flooring

Retail-Flooring segment revenue for the nine months ended June 30, 2026 was $67.0 million, a decrease of approximately $22.6 million, or 25.2%, compared to $89.5 million in the prior-year period. The decline was primarily driven by lower retail and contractor sales due to the continued headwinds in the new-home construction and home-refurbishment markets. Gross margin for the nine months ended June 30, 2026 was 34.4%, compared to 35.7% in the prior-year period. The decline in gross margin was primarily due to a less favorable overall product mix. Operating loss for the nine months ended June 30, 2026 was $11.5 million, compared to an operating loss of $5.6 million in the prior-year period. The increase in operating loss was driven primarily by lower revenue, partially offset by reduced operating expenses resulting from cost-reduction initiatives.

Flooring Manufacturing

Flooring Manufacturing segment revenue for the nine months ended June 30, 2026 was $91.0 million, a decrease of approximately $0.6 million, or 0.7%, compared to $91.6 million in the prior-year period. The decline reflected lower intercompany sales to the Retail-Flooring segment as demand in the new-home construction and home-refurbishment markets remained soft. Flooring Manufacturing segment revenue, net of intercompany eliminations, increased approximately $2.3 million compared to the prior‑year period. Gross margin for the nine months ended June 30, 2026 increased to 25.9% from 25.2% in the prior‑year period, primarily due to improved manufacturing efficiency. Operating income for the nine months ended June 30, 2026, was $6.8 million, an increase of 38.7%, compared to $4.9 million for the prior-year period. The improvement in operating income reflects the combined impact of higher gross margins and the ongoing benefits of cost‑reduction actions.

Steel Manufacturing

Steel Manufacturing segment revenue for the nine months ended June 30, 2026 was $100.7 million, an increase of approximately $2.1 million, or 2.1%, compared to $98.6 million in the prior-year period. The increase in revenue was primarily driven by higher sales volumes in the fabricated, hardened wear, and tool and die businesses, partially offset by lower revenue in the metal forming, assembly, and finishing solutions business. Gross margin increased to 22.3% for the nine months ended June 30, 2026, compared to 20.7% for the prior-year period. The increase in gross margin was primarily due to a more favorable sales mix. Operating income for the nine months ended June 30, 2026 was $3.8 million, compared to $5.7 million in the prior-year period, a decrease of approximately $1.9 million primarily attributable to a non-cash goodwill impairment charge of approximately $4.0 million related to PMW, partially offset by higher gross profit.

Corporate and Other

Corporate and Other segment operating loss was $3.0 million and $2.9 million for the nine months ended June 30, 2026, and 2025, respectively.

Non-GAAP Financial Information

Adjusted EBITDA

We evaluate the performance of our operations based on financial measures, such as “Adjusted EBITDA,” which is a non-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’s 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 generally accepted accounting principles (“GAAP”), should not be construed as an alternative to net income or loss, and is indicative neither of our results of operations, nor of cash flow available to fund 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 GAAP. As companies often define non-GAAP financial measures differently, Adjusted EBITDA, as calculated by Live Ventures Incorporated, should not be compared to any similarly titled measures reported by other companies.

Forward-Looking and Cautionary Statements

The use of the word “Company” refers to Live Ventures and its wholly owned subsidiaries. Certain statements in this press release contain or may suggest “forward-looking” information within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, each as amended, that are intended to be covered by the “safe harbor” created by those sections. Words such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar statements are intended to identify forward-looking statements. Live Ventures may also make forward-looking statements in its periodic reports filed with the U.S. Securities and Exchange Commission on Forms 10-K and 10-Q, Current Reports on Form 8-K, in its annual report to stockholders, in press releases and other written materials, and in oral statements made by its officers and directors to third parties. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. Live Ventures undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

About Live Ventures Incorporated

Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. Live Ventures’ acquisition strategy is sector-agnostic and focuses on well-run, closely held businesses with a demonstrated track record of earnings growth and cash flow generation. The Company seeks opportunities to partner with management teams of its acquired businesses to build increased stockholder value through a disciplined buy-build-hold long-term focused strategy. Live Ventures was founded in 1968. In late 2011, Jon Isaac, Chief Executive Officer and strategic investor, joined the Company's Board of Directors and later refocused it into a diversified holding company. The Company’s current portfolio of diversified operating subsidiaries includes companies in the textile, flooring, tools, steel, and entertainment industries.

Contact:

Live Ventures Incorporated

Greg Powell, Director of Investor Relations

725.500.5597

gpowell@liveventures.com

www.liveventures.com

Source: Live Ventures Incorporated

LIVE VENTURES INCORPORATED

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)

June 30, 2026

September 30, 2025

(Unaudited)

Assets

Cash

10,900

8,831

Trade receivables, net of allowance for doubtful accounts of $0.2 million at June 30, 2026 and $0.6 million at September 30, 2025

39,691

39,947

Inventories, net

119,959

120,716

Income taxes receivable

—

Prepaid expenses and other current assets

3,828

3,568

Total current assets

174,422

173,062

Property and equipment, net

74,970

77,511

Right of use asset - operating leases

60,952

53,097

Deposits and other assets

2,026

1,498

Intangible assets, net

16,313

20,080

Goodwill

57,139

61,152

Total assets

385,822

386,400

Liabilities and Stockholders' Equity

Liabilities:

Accounts payable

25,318

27,369

Accrued liabilities

32,784

31,834

Income taxes payable

—

2,334

Current portion of lease obligations - operating leases

12,654

11,495

Current portion of lease obligations - finance leases

603

573

Current portion of long-term debt

57,274

36,282

Current portion of notes payable - related parties

—

800

Current portion of seller notes - related parties

275

Total current liabilities

128,908

110,962

Long-term debt, net of current portion

16,929

41,880

Lease obligation long term, net of current portion - operating leases

54,826

46,375

Lease obligation long term, net of current portion - finance leases

42,306

42,269

Notes payable - related parties, net of current portion

21,801

18,564

Seller notes, net of current portion - related parties

17,972

17,945

Deferred tax liability

8,383

9,156

Other non-current obligations

2,813

3,945

Total liabilities

293,938

291,096

Commitments and contingencies

Stockholders' equity:

Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at June 30, 2026 and September 30, 2025, with a liquidation preference of $0.30 per share outstanding

—

Common stock, $0.001 par value, 10,000,000 shares authorized, 3,071,656 shares issued and outstanding at June 30, 2026 and September 30, 2025

Paid in capital

75,998

75,848

Treasury stock common 754,391 shares as of June 30, 2026 and September 30, 2025

(9,600

)

(9,600

)

Treasury stock Series E preferred 80,000 shares as of June 30, 2026 and September 30, 2025

)

Retained earnings

25,491

29,061

Total stockholders' equity

91,884

95,304

Total liabilities and stockholders' equity

385,822

386,400

LIVE VENTURES INCORPORATED

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except per share)

For the Three Months Ended June 30,

For the Nine Months Ended June 30,

2026

2025

2026

2025

Revenue

108,911

112,530

320,354

331,051

Cost of revenue

71,815

74,243

213,325

222,254

Gross profit

37,096

38,287

107,029

108,797

Operating expenses:

General and administrative expenses

27,587

26,275

83,110

84,667

Sales and marketing expenses

4,226

4,009

13,181

13,273

Impairment expense

—

4,013

—

Total operating expenses

31,813

30,284

100,304

97,940

Operating income

5,283

8,003

6,725

10,857

Other (expense) income:

Interest expense, net

(3,835

)

(3,854

)

(11,288

)

(11,949

)

Gain on extinguishment of debt

—

713

Gain on settlement of earnout liability

—

2,840

Gain on settlement of holdback liability

—

1,282

—

1,186

Employee Retention Credit

—

1,469

1,400

1,824

Gain on modification of seller note

—

22,784

Other (expense) income

(62

)

555

(135

)

876

Total other (expense) income, net

(3,897

)

(548

)

(10,023

)

18,274

Income (loss) before provision for income taxes

1,386

7,455

(3,298

)

29,131

Provision for income taxes

2,444

2,067

272

7,385

Net (loss) income

(1,058

)

5,388

(3,570

)

21,746

(Loss) income per share:

Basic

(0.34

)

1.75

(1.16

)

7.01

Diluted

(0.34

)

1.24

(1.16

)

4.97

Weighted average common shares outstanding:

Basic

3,071,656

3,081,970

3,071,656

3,101,646

Diluted

3,071,656

4,356,355

3,071,656

4,376,031

LIVE VENTURES INCORPORATED

NON-GAAP MEASURES RECONCILIATION

Adjusted EBITDA

The following table provides a reconciliation of Net (loss) income to total Adjusted EBITDA¹ for the periods indicated (dollars in thousands):

For the Three Months Ended

For the Nine Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income (loss)

(1,058

)

5,388

(3,570

)

21,746

Depreciation and amortization

3,834

4,547

11,679

13,362

Stock-based compensation

150

Interest expense, net

3,835

3,854

11,288

11,949

Income tax expense (benefit)

2,444

2,067

272

7,385

Gain on extinguishment of debt

—

(713

)

Gain on modification of seller note

—

(22,784

)

Gain on settlement of earnout liability

—

(2,840

)

Gain on settlement of holdback

—

(1,282

)

—

(1,186

)

Gain on receipt of ERC credits

—

(1,469

)

(1,400

)

(1,824

)

Impairment of goodwill

—

4,013

—

Debt acquisition costs

—

Acquisition costs

193

—

193

—

Other non-recurring charges

—

284

134

Adjusted EBITDA

9,298

13,188

22,968

25,379

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