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

 

o

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

                     6

 

                     8

 

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)

 

                     8

 

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

 

N/A

 

 

Corporate & Other

N/A

 

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

                   17

 

                   70

 

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

 

N/A

 

 

Corporate & Other

N/A

 

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

 

 

44

 

 

 

 

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

 

 

 

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

 

 

2

 

 

 

2

 

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

 

 

(7

)

 

 

(7

)

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

 

 

50

 

 

 

50

 

 

 

150

 

 

 

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

 

 

 

 

 

 

 

 

59

 

 

 

 

Acquisition costs

 

 

193

 

 

 

 

 

 

193

 

 

 

 

Other non-recurring charges

 

 

 

 

 

33

 

 

 

284

 

 

 

134

 

Adjusted EBITDA

 

$

9,298

 

 

$

13,188

 

 

$

22,968

 

 

$

25,379