Live Ventures Incorporated
12/17/2025 | Press release | Distributed by Public on 12/17/2025 16:23
Annual Report for Fiscal Year Ending September 30, 2025 (Form 10-K)
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 year ended September 30, 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 consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (this "Form 10-K").
The following discussion includes forward-looking statements. Please refer to the Forward-Looking Statements section of this Form 10-K for important information about these types of statements.
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 operate our business in five segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate & 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 Avenue, Suite 305, Las Vegas, Nevada 89113, our telephone number is (702) 939-0231, and our corporate website (which does not form part of this Form 10-K) 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, 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 Industries, Inc. ("Precision Marshall"), and its wholly owned subsidiaries The Kinetic Co., Inc. ("Kinetic"), Precision Metal Works, Inc. ("PMW"), 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.
On July 20, 2023, Precision Marshall 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 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
We evaluate the performance of our operations based on financial measures such as "Adjusted EBITDA," which is a non-GAAP financial measure (defined below). 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 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 of 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 the Company, should not be compared to any similarly titled measures reported by other companies. A reconciliation of net income, the closest GAAP measure, to Adjusted EBITDA is provided below.
Results of Operations
The following table sets forth certain statement of income items and as a percentage of revenue, for the periods indicated (in $000's):
| Year Ended September 30, 2025 | Year Ended September 30, 2024 | ||||||||||||||||||||||
| % of Total Revenue | % of Total Revenue | ||||||||||||||||||||||
| Selected Data | |||||||||||||||||||||||
| Revenue | $ | 444,944 | $ | 472,840 | |||||||||||||||||||
| Cost of revenue | 299,255 | 67.3 | % | 328,016 | 69.4 | % | |||||||||||||||||
| General and administrative expenses | 113,742 | 25.6 | % | 118,040 | 25.0 | % | |||||||||||||||||
| Sales and marketing expenses | 17,312 | 3.9 | % | 22,372 | 4.7 | % | |||||||||||||||||
| Impairment expense | - | - | % | 18,056 | 3.8 | % | |||||||||||||||||
| Interest expense, net | 15,551 | 3.5 | % | 16,847 | 3.6 | % | |||||||||||||||||
| Provision (benefit) for income taxes | 5,660 | 1.3 | % | (4,658) | (1.0) | % | |||||||||||||||||
| Net income (loss) | $ | 22,743 | 5.1 | % | $ | (26,685) | (5.6) | % | |||||||||||||||
| Adjusted EBITDA (a) | |||||||||||||||||||||||
| Retail - Entertainment | $ | 11,877 | $ | 8,407 | |||||||||||||||||||
| Retail - Flooring | (2,102) | (1,608) | |||||||||||||||||||||
| Flooring Manufacturing | 11,055 | 12,433 | |||||||||||||||||||||
| Steel Manufacturing | 16,191 | 12,466 | |||||||||||||||||||||
| Corporate and other | (3,802) | (7,209) | |||||||||||||||||||||
| Intercompany eliminations | $ | 171 | 8 | ||||||||||||||||||||
| Total adjusted EBITDA | $ | 33,390 | $ | 24,497 | |||||||||||||||||||
| Adjusted EBITDA as a percentage of revenue | |||||||||||||||||||||||
| Retail - Entertainment | 15.3 | % | 11.8 | % | |||||||||||||||||||
| Retail - Flooring | (1.7) | % | (1.2) | % | |||||||||||||||||||
| Flooring Manufacturing | 9.1 | % | 9.3 | % | |||||||||||||||||||
| Steel Manufacturing | 12.2 | % | 8.9 | % | |||||||||||||||||||
| Corporate and other | NA | NA | |||||||||||||||||||||
| Intercompany eliminations | NA | NA | |||||||||||||||||||||
| Consolidated adjusted EBITDA as a percentage of revenue | 7.5 | % | 5.2 | % | |||||||||||||||||||
The following table sets forth revenue by segment (in $000's):
| Year Ended September 30, 2025 | Year Ended September 30, 2024 | ||||||||||||||||||||||
| Net Revenue | % of Total Revenue | Net Revenue | % of Total Revenue | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Retail - Entertainment | $ | 77,519 | 17.4 | % | $ | 71,023 | 15.0 | % | |||||||||||||||
| Retail - Flooring | 122,308 | 27.5 | % | 136,989 | 29.0 | % | |||||||||||||||||
| Flooring Manufacturing | 121,574 | 27.3 | % | 133,026 | 28.1 | % | |||||||||||||||||
| Steel Manufacturing | 132,593 | 29.8 | % | 139,768 | 29.6 | % | |||||||||||||||||
| Corporate and other | 78 | - | % | 333 | 0.1 | % | |||||||||||||||||
| Intercompany eliminations | $ | (9,128) | (2.1) | % | $ | (8,299) | (1.8) | % | |||||||||||||||
| Total revenue | $ | 444,944 | 100.0 | % | $ | 472,840 | 100.0 | % | |||||||||||||||
The following table sets forth gross profit and gross profit as a percentage of total revenue by segment (in $000's):
| Year Ended September 30, 2025 | Year Ended September 30, 2024 | ||||||||||||||||||||||
| Gross Profit | % of Total Gross Profit | Gross Profit | % of Total Gross Profit | ||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||
| Retail - Entertainment | $ | 44,881 | 30.8 | % | $ | 40,929 | 28.3 | % | |||||||||||||||
| Retail - Flooring | 42,712 | 29.3 | % | 49,177 | 34.0 | % | |||||||||||||||||
| Flooring Manufacturing | 30,790 | 21.1 | % | 32,316 | 22.3 | % | |||||||||||||||||
| Steel Manufacturing | 27,550 | 18.9 | % | 22,085 | 15.2 | % | |||||||||||||||||
| Corporate and other | 64 | - | % | 309 | 0.2 | % | |||||||||||||||||
| Intercompany eliminations | (308) | (0.2) | % | $ | 8 | - | % | ||||||||||||||||
| Total gross profit | $ | 145,689 | 100.0 | % | $ | 144,824 | 100.0 | % | |||||||||||||||
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("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 and Other Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes.
Revenue
Revenue decreased by approximately $27.9 million to approximately $444.9 million for the year ended September 30, 2025 as compared to approximately $472.8 million for the year ended September 30, 2024.
Retail-Entertainment segment revenue increased by approximately $6.5 million, or 9.1%, to approximately $77.5 million for the year ended September 30, 2025, as compared to approximately $71.0 million for the year ended September 30, 2024, primarily due to changes in product mix toward new products, which typically have higher selling prices.
Retail-Flooring segment revenue for the year ended September 30, 2025 decreased by approximately $14.7 million, or 10.7%, to approximately $122.3 million, as compared to $137.0 million for the year ended September 30, 2024, primarily due to the disposition of certain Johnson stores in May 2024, as well as decreased demand due to broader economic conditions.
Flooring Manufacturing segment revenue decreased by approximately $11.4 million, or 8.6%, to approximately $121.6 million for the year ended September 30, 2025, as compared to approximately $133.0 million for the year ended September 30, 2024. The decrease was primarily due to reduced consumer demand as a result of the ongoing weakness in the housing market and uncertainty about the current economic outlook.
Steel Manufacturing segment revenue decreased by approximately $7.2 million, or 5.1%, to approximately $132.6 million for the year ended September 30, 2025, as compared to approximately $139.8 million for the year ended September 30, 2024. The decrease was primarily due to lower sales volumes at certain business units, partially offset by incremental revenue of $11.1 million at Central Steel, which was acquired in May 2024.
Intercompany eliminations represent intersegment sales revenue that is removed during the consolidation of our financial statements.
Gross Profit
Gross profit increased by approximately $0.9 million, or 0.6%, for the year ended September 30, 2025, as compared to the year ended September 30, 2024. Gross margin increased by 210 basis points to 32.7%, as compared to 30.6% in the prior year. The gross margin improvement was attributable to increased gross margins in the Retail-Entertainment, Steel Manufacturing, and Flooring Manufacturing segments, primarily due to improved efficiencies, as well as the acquisition of Central Steel Fabricators ("Central Steel") during May 2024, which has historically generated higher margins, partially offset by slightly lower gross margins in the Retail-Flooring segment.
General and Administrative Expense
General and administrative expense decreased by approximately $4.3 million, or 3.6%, for the year ended September 30, 2025 as compared to the year ended September 30, 2024. This decrease was primarily driven by targeted cost reduction initiatives in our Retail-Flooring segment and lower compensation and other general and administrative expenses in our Corporate and Other segment.
Selling and Marketing Expense
Selling and marketing expense decreased by approximately $5.1 million, or 22.6% for the year ended September 30, 2025 as compared to the year ended September 30, 2024, primarily due to reduced sales and marketing activities in our Retail-Flooring and Flooring Manufacturing segments.
Impairment of Intangibles and Goodwill
No impairment charges were recognized during the year ended September 30, 2025. During the fourth quarter of fiscal 2024, Flooring Liquidators recognized an $18.1 million goodwill impairment charge as a result of declining operations stemming from the negative impacts of general economic conditions (see Note 7 below).
Interest Expense, net
Interest expense, net decreased by approximately $1.3 million or 7.7%, for the year ended September 30, 2025 as compared to the year ended September 30, 2024, primarily due to lower average debt balances.
Benefit or Provision for Income Taxes
For the year ended September 30, 2025, the Company recorded an income tax provision of approximately $5.7 million, compared to an income tax benefit of approximately $4.7 million for the prior year. This year-over-year change primarily reflects higher pre-tax income driven by targeted cost reduction initiatives and lower sales and marketing expenses, as previously discussed. In addition, the Company received approximately $2.1 million in taxable Employee Retention Credit refunds during the period.
Results of Operations by Segment
The following table sets forth the results of operations by segment (in $000's):
| For the Year Ended Sep 30, 2025 | For the Year Ended Sep 30, 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 | $ | 77,519 | $ | 122,308 | $ | 121,574 | $ | 132,593 | $ | 78 | $ | (9,128) | $ | 444,944 | $ | 71,023 | $ | 136,989 | $ | 133,026 | $ | 139,768 | $ | 333 | $ | (8,299) | $ | 472,840 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cost of Revenue | 32,638 | 79,596 | 90,784 | 105,043 | 14 | (8,820) | 299,255 | 30,094 | 87,812 | 100,710 | 117,683 | 24 | (8,307) | 328,016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross Profit | 44,881 | 42,712 | 30,790 | 27,550 | 64 | (308) | 145,689 | 40,929 | 49,177 | 32,316 | 22,085 | 309 | 8 | 144,824 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and Administrative Expense | 33,551 | 50,012 | 7,903 | 18,475 | 4,280 | (479) | 113,742 | 33,091 | 52,841 | 6,852 | 16,844 | 8,412 | - | 118,040 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling and Marketing Expense | 664 | 414 | 15,675 | 536 | 23 | - | 17,312 | 661 | 3,800 | 17,259 | 630 | 22 | - | 22,372 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Impairment Expense | - | - | - | - | - | - | - | - | 18,056 | - | - | - | - | 18,056 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | $ | 10,666 | $ | (7,714) | $ | 7,212 | $ | 8,539 | $ | (4,239) | $ | 171 | $ | 14,635 | $ | 7,177 | $ | (25,520) | $ | 8,205 | $ | 4,611 | $ | (8,125) | $ | 8 | $ | (13,644) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retail-Entertainment Segment
The Retail-Entertainment segment revenue for the fiscal year ended September 30, 2025, was approximately $77.5 million, an increase of approximately $6.5 million, or 9.1%, compared to approximately $71.0 million in the prior year. The revenue growth was driven by strong consumer demand for vintage and collectible media. For the fiscal year ended September 30, 2025, gross margin increased to 57.9%, compared to 57.6% in the prior year. Operating income for the fiscal year ended September 30, 2025, was approximately $10.7 million compared to approximately $7.2 million in the prior year. Strong revenue growth and disciplined general and administrative expense management drove the improvement in operating results.
Retail-Flooring Segment
The Retail-Flooring segment revenue for the fiscal year ended September 30, 2025, was approximately $122.3 million, a decrease of approximately $14.7 million, or 10.7%, compared to approximately $137.0 million in the prior year. The decrease was primarily attributable to the disposition of certain Johnson Floor and Home stores in May 2024, as well as to decreased consumer demand driven by the ongoing weakness in the housing market. Gross margin for the fiscal year ended September 30, 2025, was 34.9%, compared to 35.9% for the prior year. The decrease in gross margin was primarily driven by a change in product mix. Operating loss for the fiscal year ended September 30, 2025, was approximately $7.7 million, compared to an operating loss of approximately $25.5 million for the prior year. The prior year's operating loss included an $18.1 million goodwill impairment charge. Excluding the goodwill impairment charge in the prior year, the slight increase in operating loss was primarily due to decreases in revenues and gross margin, partially offset by lower operating expenses driven by cost-reduction initiatives implemented in fiscal year 2025.
Flooring Manufacturing Segment
The Flooring Manufacturing segment revenue for the fiscal year ended September 30, 2025, was approximately $121.6 million, a decrease of approximately $11.5 million, or 8.6%, compared to approximately $133.0 million in the prior year. The decrease in revenue was primarily due to reduced consumer demand as a result of the ongoing weakness in the housing market. Gross margin was 25.3% for the fiscal year ended September 30, 2025, compared to 24.3% for the prior year. The increase in gross margin was primarily due to changes in product mix. Operating income for the fiscal year ended September 30, 2025, was approximately $7.2 million, compared to approximately $8.2 million for the prior year. The decrease in operating income was primarily due to lower revenue for fiscal year 2025.
Steel Manufacturing Segment
The Steel Manufacturing segment revenue for the fiscal year ended September 30, 2025, was approximately $132.6 million, a decrease of approximately $7.2 million, or 5.1%, compared to approximately $139.8 million in the prior year. The decline was primarily driven by lower sales volumes at certain business units, partially offset by incremental revenue of $11.1 million at Central Steel, which was acquired in May 2024. Gross margin was 20.8% for the fiscal year ended September 30, 2025, compared to 15.8% for the prior year. The increase in gross margin was primarily due to strategic price increases and the acquisition of Central Steel, which has historically generated higher margins. Operating income for the fiscal year ended September 30, 2025, was approximately $8.5 million, compared to approximately $4.6 million in the
prior year. The increase in operating income was primarily due to improved operating efficiencies at Precision Metal Works, Inc., and the acquisition of Central Steel, partially offset by higher general and administrative expenses resulting from the acquisition.
Corporate and Other Segment
The Corporate and Other segment operating loss was approximately $4.2 million and $8.1 million for the fiscal years ended September 30, 2025, and 2024, respectively. The decrease in operating loss is primarily due to a significant reduction in corporate expenses, including compensation and professional fees, as compared to the prior year, and the reallocation of certain costs from the corporate holding company level to the segment level in fiscal year 2025.
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 loss to Adjusted EBITDA, its nearest GAAP measure, for the years ended September 30, 2025 and 2024 (in $000's):
| For the Year Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income (loss) | $ | 22,743 | $ | (26,685) | |||||||
| Depreciation and amortization | 17,274 | 17,215 | |||||||||
| Stock-based compensation | 200 | 325 | |||||||||
| Interest expense, net | 15,551 | 16,847 | |||||||||
| Income tax expense (benefit) | 5,660 | (4,658) | |||||||||
| Debt acquisition costs | - | 183 | |||||||||
| Disposition of Johnson | - | 301 | |||||||||
| Gain on extinguishment of debt | (713) | - | |||||||||
| Gain on modification of seller note | (22,784) | - | |||||||||
| Acquisition costs | - | 2,314 | |||||||||
| Gain on settlement of earnout liability | (2,840) | - | |||||||||
| Gain on receipt of Employee Retention Credits | (2,093) | - | |||||||||
| Gain on settlement of holdback liability | (1,186) | - | |||||||||
| Adjustment of earnout liability | 1,441 | - | |||||||||
| Impairment of goodwill | - | 18,056 | |||||||||
| Other non-recurring company initiatives | 137 | 599 | |||||||||
| Adjusted EBITDA | $ | 33,390 | $ | 24,497 | |||||||
Adjusted EBITDA increased by approximately $8.9 million, or 36.3%, for the year ended September 30, 2025, as compared to the prior year period. The increase was primarily due to decreases in operating expenses due to targeted cost reduction initiatives, as discussed above.
Liquidity and Capital Resources
Overview
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 fund our operations, and pay our contractual obligations for at least the next 12 months.
We have the following five asset-based revolver lines of credit: (i) Bank Midwest Revolver Loan ("Bank Midwest Revolver") utilized by Vintage Stock, (ii) Bank of America Revolver Loan ("BofA Revolver") utilized by Marquis, (iii) two Fifth Third Bank Revolver Loans ("Fifth Third Revolvers"), one utilized by Precision Marshall and the other by PMW, and (iv) Eclipse Business Capital Revolver Loan ("Eclipse Revolver") utilized by Flooring Liquidators. Additionally, we have an unsecured revolving line of credit with Isaac Capital Group ("ICG Revolver"), a related party, which is utilized by the Company.
As of September 30, 2025, we had total cash and borrowing availability of approximately $38.1 million, comprised of approximately $8.8 million in cash, as well as approximately $29.3 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 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.
Cash Flows from Operating Activities
The Company's cash at September 30, 2025 was approximately $8.8 million compared to approximately $4.6 million at September 30, 2024, an increase of approximately $4.2 million. Net cash provided by operations was approximately $28.7 million for the year ended September 30, 2025, as compared to net cash provided by operations of approximately $20.6 million for the same period in 2024. The increase was primarily driven by higher net income, reduced inventory purchases, increased collections of accounts receivable, and greater amortization of right-of-use assets, partially offset by higher payments for accounts payable and accrued liabilities.
Our primary sources of cash inflows are from customer receipts from sales on account, factored accounts receivable proceeds, and net remittances from directory services customers processed in the form of ACH billings. 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 $7.7 million for the year ended September 30, 2025 consisted of purchases of property and equipment. Our cash flows used in investing activities of approximately $21.5 million for the year ended September 30, 2024 consisted of the acquisitions of CRO by Flooring Liquidators, Johnson by CRO, Central Steel by Precision Marshall, and Midwest Grinding by Kinetic, as well as purchases of property and equipment.
Cash Flows from Financing Activities
Our cash flows used in financing activities of approximately $16.7 million for the year ended September 30, 2025 primarily consisted of net payments under revolver loans of approximately $11.5 million, payments on notes payable of approximately $7.0 million, payments for finance leases of approximately $4.2 million, payments of related party notes payable of $3.0 million, cash paid for the settlement of seller notes of approximately $1.9 million, purchases of treasury stock of approximately $0.5 million, and payments of related party seller notes of approximately $69,000, partially offset by net borrowings under related party revolver loans of approximately $9.0 million, proceeds from the issuance of related party notes payable of approximately $1.9 million, and proceeds from the issuance of notes payable of approximately $0.5 million.
Our cash flows provided by financing activities of approximately $1.2 million for the year ended September 30, 2024 primarily consisted of proceeds from failed sales and leaseback transactions of approximately $7.9 million, net borrowings under revolver loans of approximately $3.4 million, net borrowings under related party revolver loans of approximately $1.6 million, and proceeds from the issuance of notes payable of approximately $0.6 million, partially offset by payments on notes payable of approximately $6.7 million, payments for finance leases of approximately $3.6 million, payments of related party notes payable of $1.2 million, and purchases of treasury stock of approximately $0.9 million.
Currently, the Company is 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 and/or debt settlement.
Working Capital
We had working capital of approximately $62.1 million as of September 30, 2025 as compared to approximately $52.3 million as of September 30, 2024; an increase of approximately $9.8 million. The decrease was primarily due to increases in the current portion of long-term debt, an increase in obligations under accounts payable, and a decrease in inventory balances, partially offset by an increase in accounts receivable.
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 may further dilute or otherwise impair the ownership interest of our existing stockholders.
Contractual Obligations
The following table summarizes our contractual obligations consisting of debt obligations and lease agreements and the effect such obligations are expected to have on our future liquidity and cash flows (in $000's):
| Payments due by Period | ||||||||||||||||||||||||||||||||
|
Less Than One Year |
One to Three Years |
Three to Five Years |
More Than Five Years |
Total | ||||||||||||||||||||||||||||
| Notes payable | $ | 36,282 | $ | 31,326 | $ | 2,275 | $ | 8,279 | $ | 78,162 | ||||||||||||||||||||||
| Notes payable - related party | 800 | 4,954 | 13,610 | - | 19,364 | |||||||||||||||||||||||||||
| Seller notes - related party | 275 | 17,739 | 206 | - | 18,220 | |||||||||||||||||||||||||||
| Lease obligations | 20,356 | 33,285 | 23,080 | 150,459 | 227,180 | |||||||||||||||||||||||||||
| Total | $ | 57,713 | $ | 87,304 | $ | 39,171 | $ | 158,738 | $ | 342,926 | ||||||||||||||||||||||
Off-Balance Sheet Arrangements
At September 30, 2025, we had no off-balance sheet arrangements, commitments, or guarantees that require additional disclosure or measurement.
Live Ventures Incorporated published this content on December 17, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 17, 2025 at 22:23 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]