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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

_________________________

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _______________

Commission File Number 001-33937

Live Ventures Incorporated

(Exact name of registrant as specified in its charter)

Nevada	85-0206668
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

8548 Rozita Lee Ave., Suite 305 Las Vegas, Nevada	89113
(Address of principal executive offices)	(Zip Code)

(702) 997-5968

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		LIVE		The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the issuer’s common stock, par value $0.001 per share, outstanding as of May 8, 2026 was 3,071,656.

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INDEX TO FORM 10-Q FILING

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026

TABLE OF CONTENTS

		Page
	PART I

	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and September 30, 2025	3

	Condensed Consolidated Statements of Income (Loss) (Unaudited) for the Three Months and Six Months Ended March 31, 2026 and 2025	4

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended March 31, 2026 and 2025	5

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the Three and Six Months Ended March 31, 2026 and 2025	6

	Notes to the Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	44

Item 4.	Controls and Procedures	44

	PART II

	OTHER INFORMATION	46

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	46

Item 6.	Exhibits	47

SIGNATURES		48

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LIVE VENTURES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per-share amounts)

	March 31, 2026			September 30, 2025
	(Unaudited)
Assets
Cash	$	15,173		$	8,831
Trade receivables, net of allowance for doubtful accounts of $0.3 million at March 31, 2026 and $0.6 million at September 30, 2025		39,062			39,947
Inventories, net		121,643			120,716
Income taxes receivable		259			—
Prepaid expenses and other current assets		3,195			3,568
Total current assets		179,332			173,062
Property and equipment, net		75,437			77,511
Right of use asset - operating leases		61,531			53,097
Deposits and other assets		1,504			1,498
Intangible assets, net		17,568			20,080
Goodwill		57,139			61,152
Total assets	$	392,511		$	386,400
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	27,411		$	27,369
Accrued liabilities		30,904			31,834
Income taxes payable		—			2,334
Current portion of lease obligations - operating leases		12,439			11,495
Current portion of lease obligations - finance leases		591			573
Current portion of long-term debt		32,473			36,282
Current portion of notes payable - related parties		800			800
Current portion of seller notes - related parties		275			275
Total current liabilities		104,893			110,962
Long-term debt, net of current portion		50,254			41,880
Lease obligation long term - operating leases		54,693			46,375
Lease obligation long term - finance leases		42,293			42,269
Notes payable - related parties, net of current portion		20,588			18,564
Seller notes - related parties		17,961			17,945
Deferred tax liability		6,156			9,156
Other non-current obligations		2,781			3,945
Total liabilities		299,619			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 March 31, 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 March 31, 2026 and September 30, 2025		2			2
Paid in capital		75,948			75,848
Treasury stock common 754,391 shares as of March 31, 2026 and September 30, 2025		(9,600	)		(9,600	)
Treasury stock Series E preferred 80,000 shares as of March 31, 2026 and September 30, 2025		(7	)		(7	)
Retained earnings		26,549			29,061
Total stockholders' equity		92,892			95,304
Total liabilities and stockholders' equity	$	392,511		$	386,400

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LIVE VENTURES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(UNAUDITED)

(dollars in thousands, except per-share amounts)

	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2026			2025			2026			2025
Revenues	$	102,899		$	107,013		$	211,443		$	218,521
Cost of revenues		68,319			71,865			141,510			148,011
Gross profit		34,580			35,148			69,933			70,510

Operating expenses:
General and administrative expenses		27,681			28,321			55,523			58,392
Sales and marketing expenses		4,895			4,735			8,955			9,264
Impairment expense		4,013			—			4,013			—
Total operating expenses		36,589			33,056			68,491			67,656
Operating income (loss)		(2,009	)		2,092			1,442			2,854
Other income (expense):
Interest expense, net		(3,892	)		(3,933	)		(7,453	)		(8,095	)
Gain on extinguishment of debt		—			—			—			713
Gain on settlement of earnout liability		—			—			—			2,840
Employee Retention Credit		1,400			—			1,400			—
Gain on modification of seller note		—			22,784			—			22,784
Other (expense) income		(94	)		160			(73	)		580
Total other (expense) income, net		(2,586	)		19,011			(6,126	)		18,822
Income (loss) before provision for income taxes		(4,595	)		21,103			(4,684	)		21,676
Provision for (benefit from) income taxes		(2,147	)		5,237			(2,172	)		5,318
Net income (loss)	$	(2,448	)	$	15,866		$	(2,512	)	$	16,358

Income (loss) per share:
Basic	$	(0.80	)	$	5.10		$	(0.82	)	$	5.25
Diluted	$	(0.80	)	$	5.05		$	(0.82	)	$	5.20

Weighted average common shares outstanding:
Basic		3,071,656			3,109,362			3,071,656			3,113,864
Diluted		3,071,656			3,138,711			3,071,656			3,143,213

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LIVE VENTURES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(dollars in thousands)

	For the Six Months Ended March 31,
	2026			2025
Operating Activities:
Net income (loss)	$	(2,512	)	$	16,358
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of acquisition:
Depreciation and amortization		7,846			8,816
Gain on extinguishment of debt		—			(713	)
Amortization of seller note discount		153			1,048
Loss on disposal of fixed assets		—			339
Gain on settlement of earnout liability		—			(2,840	)
Gain on modification of debt		—			(22,784	)
Amortization of debt issuance cost		214			81
Stock based compensation expense		100			100
Impairment of goodwill		4,013			—
Noncash interest expense		289			—
Amortization of right-of-use assets		2,962			2,087
Change in deferred income taxes		(3,000	)		4,340
Change in reserve for uncollectible accounts		(276	)		580
Change in reserve for obsolete inventory		438			(202	)
Changes in assets and liabilities, net of acquisitions:
Trade receivables		1,161			5,075
Inventories		(1,365	)		4,248
Income taxes receivable		(259	)		(737	)
Prepaid expenses and other current assets		373			371
Deposits and other assets		(6	)		(769	)
Accounts payable		41			(2,636	)
Accrued liabilities		384			(3,131	)
Income taxes payable		(2,334	)		—
Other noncurrent obligations		(1,164	)		—
Net cash provided by operating activities		7,058			9,631

Investing Activities:
Purchase of property and equipment		(3,259	)		(4,314	)
Net cash used in investing activities		(3,259	)		(4,314	)

Financing Activities:
Net borrowings (payments) under revolver loans		3,783			(1,348	)
Net borrowings under related party revolver loans		360			4,270
Proceeds from issuance of notes payable		9,848			496
Payments on notes payable		(8,321	)		(3,384	)
Proceeds from issuance of related party notes payable		—			1,932
Payments on related party notes payable		—			(600	)
Payments on related party seller notes payable		(137	)		—
Cash paid for debt issuance costs		(898	)		—
Purchase of common treasury stock		—			(416	)
Payments on financing leases		(2,092	)		(2,005	)
Cash paid for settlement of seller notes		—			(1,932	)
Net cash provided by (used in) financing activities		2,543			(2,987	)

Change in cash		6,342			2,330
Cash, beginning of period		8,831			4,601
Cash, end of period	$	15,173		$	6,931

Supplemental cash flow disclosures:
Interest paid	$	6,392		$	6,903
Income taxes paid, net	$	3,484		$	1,740
Noncash financing and investing activities:
Noncash debt acquisition costs for Flooring Liquidators debt refinancing	$	66		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LIVE VENTURES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

(dollars in thousands)

	Series E Preferred Stock				Common Stock						Series E Preferred Stock			Common Stock
	Shares		Amount		Shares		Amount		Paid-In Capital		Treasury Stock			Treasury Stock			Retained Earnings			Total Equity
Balance, September 30, 2025		47,840	$	—		3,071,656	$	2	$	75,848	$	(7	)	$	(9,600	)	$	29,061		$	95,304
Stock based compensation		—		—		—		—		51		—			—			—			51
Net loss		—		—		—		—		—		—			—			(64	)		(64	)
Balance, December 31, 2025		47,840	$	—		3,071,656	$	2	$	75,899	$	(7	)	$	(9,600	)	$	28,997		$	95,291
Stock based compensation		—		—		—		—		49		—			—			—			49
Net loss		—		—		—		—		—		—			—			(2,448	)		(2,448	)
Balance, March 31, 2026		47,840	$	—		3,071,656	$	2	$	75,948	$	(7	)	$	(9,600	)	$	26,549		$	92,892

	Series E Preferred Stock				Common Stock							Series E Preferred Stock			Common Stock
	Shares		Amount		Shares			Amount		Paid-In Capital		Treasury Stock			Treasury Stock			Retained Earnings		Total Equity
Balance, September 30, 2024		47,840	$	—		3,131,360		$	2	$	69,692	$	(7	)	$	(9,072	)	$	12,274	$	72,889
Stock based compensation		—		—		—			—		51		—			—			—		51
Purchase of common treasury stock		—		—		(15,686	)		—		—		—			(157	)		—		(157	)
Net income		—		—		—			—		—		—			—			492		492
Balance, December 31, 2024		47,840	$	—		3,115,674		$	2	$	69,743	$	(7	)	$	(9,229	)	$	12,766	$	73,275
Purchase of common treasury stock		—		—		(31,323	)		—		—		—			(259	)		—		(259	)
Stock based compensation		—		—		—			—		49		—			—			—		49
Net income		—		—		—			—		—		—			—			15,866		15,866
Balance, March 31, 2025		47,840	$	—		3,084,351		$	2	$	69,792	$	(7	)	$	(9,488	)	$	28,632	$	88,931

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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LIVE VENTURES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026 AND 2025

(dollars in thousands, except per-share amounts)

Note 1: Background and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, “Live Ventures” or the “Company”). Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. The Company has five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail-Entertainment segment includes Vintage Stock, Inc. (“Vintage Stock”), which is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems, and components. The Retail-Flooring segment includes Flooring Liquidators, Inc. (“Flooring Liquidators”), which is engaged in the retail sale and installation of floors, carpets, and countertops. The Flooring Manufacturing segment includes Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floor coverings. The Steel Manufacturing Segment includes Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods, The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries, Precision Metal Works, Inc. (“PMW”), which is engaged in metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices, and Central Steel Fabricators, LLC ("Central Steel"), a Chicago-based manufacturer of specialized fabricated metal products primarily for data centers and the communications industry. PMW reports on a 13-week quarter, as opposed to the Company's calendar quarter reporting. However, the Company has determined that the difference in reporting periods has no material effect on its reported financial results.

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and six months ended March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026. The financial information included in these statements should be read in conjunction with the consolidated financial statements and related notes thereto as of September 30, 2025 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025 (the “2025 Form 10-K”).

Note 2: Summary of Significant Accounting Policies

Principles of Consolidation

The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates, and those differences could be material.

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Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for excess and obsolete inventory, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets.

Revenue Recognition

General

The Company accounts for its sales revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Topic 606 provides a five-step revenue recognition model that is applied to the Company’s customer contracts. Under this model we (i) identify the contract with the customer, (ii) identify our performance obligations in the contract, (iii) determine the transaction price for the contract, (iv) allocate the transaction price to our performance obligations, and (v) recognize revenue when or as we satisfy our performance obligations.

Revenue is recognized upon transfer of control of the promised goods or the performance of the services to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company enters into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations.

Retail - Entertainment Segment

The Retail-Entertainment Segment derives revenue primarily from direct sales of entertainment products. Sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Revenue is recorded net of sales taxes collected from customers. The Company recognizes the portion of the dollar value of prepaid stored-value products that ultimately is unredeemed (“breakage”) in accordance with ASC 606-10-32-11 through 32-13 Measurement-Constraining Estimates of Variable Consideration.

Retail - Flooring Segment

The Retail-Flooring Segment derives revenue primarily from the sale of flooring products and installation services, which are recognized at the point-of-sale and over time, respectively. Retail sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Installation services generally contain multiple performance obligations requiring revenue to be recognized over a period of time based on percentage of completion. For sales that include installation, revenue is recognized upon completion of the installation of the material in accordance with the contract, as this method is the best depiction of when the transfer of goods or services takes place. All direct costs are either paid and/or accrued for in the period in which the sale is recorded. Revenue is recorded net of sales taxes collected from customers.

Flooring and Steel Manufacturing Segments

The Flooring Manufacturing Segment derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segment generates revenue, including shipping and handling, from four primary sources: the manufacture and sale of De‑Carb Free Tool and Alloy Steel in the form of Plate, Precision Ground Flat Stock, and Drill Rod; the manufacture and sale of Industrial Knives used in the Tissue and Steel Processing industries; the stamping of Appliance and Automotive Parts; and the production and sale of Cable Racking and Fixtures for Data and Communication Centers. Revenue for these segments generally contains a single performance obligation and is recognized at the point title passes to the customer. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenue is recorded net of taxes collected from customers. All direct costs are either paid and/or accrued for in the period in which the sale is recorded.

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Spare Parts

For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives the product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company has no additional performance obligations other than spare parts sales that are material in the context of the contract. The amount of consideration received and revenue recognized varies due to sales incentives and returns offered to customers. When customers retain the right to return eligible products, the Company reduces revenue for the estimate of the expected returns, which is primarily based on an analysis of historical experience.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023‑09”). ASU 2023‑09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. The amendments affect disclosure requirements only and are not expected to have an impact on the Company’s consolidated financial position, results of operations, or cash flows. ASU 2023‑09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”) which requires entities to (i) disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, (ii) include certain amounts that are already required to be disclosed under GAAP in the same disclosures as other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expense. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating ASU 2024-03 to determine the impact it may have on its consolidated financial statements.

Note 3: Inventory

The following table details the Company's inventory as of March 31, 2026 and September 30, 2025 (in $000's):

Inventory, net	March 31, 2026			September 30, 2025
Raw materials	$	31,855		$	33,669
Work in progress		8,759			8,152
Finished goods		44,884			44,207
Merchandise		42,081			40,187
		127,579			126,215
Less: Inventory reserves		(5,936	)		(5,499	)
Total inventory, net	$	121,643		$	120,716

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Note 4: Property and Equipment

The following table details the Company's property and equipment as of March 31, 2026 and September 30, 2025 (in $000's):

	March 31, 2026			September 30, 2025
Property and equipment, net:
Land	$	3,469		$	3,469
Building and improvements		42,284			41,164
Transportation equipment		3,200			3,313
Machinery and equipment		78,460			77,440
Furnishings and fixtures		6,412			6,355
Office, computer equipment and other		4,800			4,406
		138,625			136,147
Less: Accumulated depreciation		(63,188	)		(58,636	)
Total property and equipment, net	$	75,437		$	77,511

Depreciation expense was $2.7 million and $3.1 million for the three months ended March 31, 2026 and 2025, respectively, and $5.3 million and $6.3 million for the six months ended March 31, 2026 and 2025, respectively.

Note 5: Leases

The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum rent and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.

The following table details the Company's right of use assets and lease liabilities as of March 31, 2026 and September 30, 2025 (in $000's):

	March 31, 2026		September 30, 2025
Right of use asset - operating leases	$	61,531	$	53,097
Lease liabilities:
Current - operating		12,439		11,495
Current - finance		591		573
Long term - operating		54,693		46,375
Long term - finance		42,293		42,269

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As of March 31, 2026, the weighted average remaining lease term for operating leases is 9.2 years. The Company's weighted average discount rate for operating leases is 9.8%. Total cash payments for operating leases for the six months ended March 31, 2026 and 2025 were approximately $9.0 million and $9.4 million, respectively. Additionally, the Company recognized approximately $15.3 million in right of use assets and liabilities upon commencement of operating leases during the six months ended March 31, 2026.

Total present value of future lease payments of operating leases as of March 31, 2026 (in $000's):

Twelve months ended March 31,
2027	$	18,069
2028		15,397
2029		12,947
2030		9,324
2031		7,317
Thereafter		33,681
Total		96,735
Less implied interest		(29,603	)
Present value of payments	$	67,132

As of March 31, 2026, the weighted average remaining lease term for finance leases is 25.8 years. The Company's weighted average discount rate for finance leases is 11.3%. Total cash payments for finance leases for the six months ended March 31, 2026 and 2025 were approximately $2.1 million and $2.0 million, respectively. Total interest paid for finance leases for the six months ended March 31, 2026 and 2025 was approximately $2.0 million and $2.0 million, respectively. Additionally, the Company recognized no right of use assets and liabilities upon commencement of finance leases during the six months ended March 31, 2026.

The Company records finance lease right-of-use assets as property and equipment. The balance, as of March 31, 2026 and September 30, 2025 was as follows (in $000’s):

	March 31, 2026			September 30, 2025
Property and equipment, at cost	$	26,992		$	27,102
Accumulated depreciation		(2,596	)		(2,250	)
Property and equipment, net	$	24,396		$	24,852

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Total present value of future lease payments of finance leases as of March 31, 2026 (in $000's):

Twelve months ended March 31,
2027	$	4,230
2028		4,336
2029		4,456
2030		4,533
2031		4,612
Thereafter		119,343
Total		141,510
Less implied interest		(98,626	)
Present value of payments	$	42,884

Note 6: Intangibles

The following table details the Company's intangibles as of March 31, 2026 and September 30, 2025 (in $000's):

	March 31, 2026			September 30, 2025
Intangible assets, net:
Intangible assets - Tradenames	$	15,356		$	15,356
Intangible assets - Customer relationships		13,599			13,599
Intangible assets - Other		4,330			4,330
		33,285			33,285
Less: Accumulated amortization		(15,717	)		(13,205	)
Total intangibles, net	$	17,568		$	20,080

Amortization expense was $1.3 million for the three months ended March 31, 2026 and 2025, and $2.5 million for the six months ended March 31, 2026 and 2025.

The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s):

Twelve months ending March 31,
2027	$	4,958
2028		4,842
2029		4,262
2030		3,270
2031		236
	$	17,568

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Note 7: Goodwill

The following table details the Company's goodwill as of September 30, 2025 and March 31, 2026 (in $000's):

	Retail - Entertainment		Retail - Flooring		Flooring Manufacturing		Steel Manufacturing			Total
September 30, 2025	$	36,947	$	13,451	$	807	$	9,947		$	61,152
Goodwill impairment		—		—		—		(4,013	)		(4,013	)
March 31, 2026	$	36,947	$	13,451	$	807	$	5,934		$	57,139

PMW Impairment

The Company tests goodwill for impairment annually as of July 1 and evaluates goodwill for potential impairment indicators on an ongoing basis. During the three months ended March 31, 2026, the Company identified indicators of impairment for PMW, primarily due to sustained operating losses and revenue and gross margin performance below internal projections. Accordingly, the Company performed an interim quantitative goodwill impairment test and determined that the carrying amount of PMW’s goodwill exceeded its estimated fair value. As a result, the Company recorded a goodwill impairment charge of $4.0 million during the three months ended March 31, 2026.

The quantitative impairment assessment utilized an income approach, based on a discounted cash flow methodology, and a market approach. Significant assumptions included projected revenue growth rates, EBITDA margins, discount rates, and market multiples, which were based on historical results, management‑approved operating plans, and market participant assumptions. Discount rates reflected a weighted average cost of capital adjusted for reporting unit‑specific risks.

The Company also reviews long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying value of an asset group to future undiscounted net cash flows expected to be generated by the asset group. The undiscounted cash flows for PMW’s long-lived asset group were above the carrying value and the Company determined that the long-lived asset group was recoverable, and, as such, no impairment existed as of March 31, 2026.

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Note 8: Accrued Liabilities

The following table details the Company's accrued liabilities as of March 31, 2026 and September 30, 2025 (in $000's):

	March 31, 2026		September 30, 2025
Accrued liabilities:
Accrued payroll and bonuses	$	7,833	$	8,793
Accrued sales and use taxes		979		841
Accrued rent		982		982
Accrued overdrafts		343		1,369
Accrued customer deposits		3,286		3,681
Accrued gift card and escheatment liability		2,220		2,038
Accrued interest payable		783		1,024
Accrued inventory		7,145		6,820
Accrued professional fees		1,012		702
Accrued expenses - other		6,321		5,584
Total accrued liabilities	$	30,904	$	31,834

Note 9: Long-Term Debt

Long-term debt as of March 31, 2026 and September 30, 2025 consisted of the following (in $000’s):

	March 31, 2026			September 30, 2025
Revolver loans	$	52,496		$	48,713
Equipment loans		7,858			9,617
Term loans		12,533			8,749
Other notes payable		11,010			11,509
Total notes payable		83,897			78,588
Less: unamortized debt issuance costs		(1,170	)		(426	)
Net amount		82,727			78,162
Less: current portion		(32,473	)		(36,282	)
Total long-term debt	$	50,254		$	41,880

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Future maturities of long-term debt at March 31, 2026, are as follows (which does not include related party debt, which is separately stated) (in $000’s):

Twelve months ending March 31,
2027	$	32,473
2028		8,897
2029		32,131
2030		350
2031		210
Thereafter		8,666
Total future maturities of long-term debt	$	82,727

Bank of America Revolver Loan

On July 25, 2025, Marquis entered into an amended $28.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”). The BofA Revolver is an asset-based facility that is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation. Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. The BofA Revolver has a variable interest rate and matures on July 31, 2026. As of March 31, 2026 and September 30, 2025, the outstanding balance was approximately $12.3 million and $11.8 million, respectively.

Legacy Corporate Lending (Precision Marshall)

On December 30, 2025, Precision Marshall, Kinetic, and Central Steel refinanced their Fifth Third Bank loans (see below) with a new credit facility with Legacy Corporate Lending. The refinanced facility totals $47.0 million and consists of $31.2 million in revolving credit (the “Legacy Revolver”), $9.8 million in term lending (the “Legacy Term”), and $6.0 million in Capex lending (the “Legacy Capex”). Borrowings under the Legacy Revolver bear interest at 4.25% per annum over the one‑month Secured Overnight Financing Rate (“SOFR”), while the Legacy Term and Legacy Capex loans bear interest at 4.5% per annum over the one‑month SOFR. In connection with the refinancing, Precision Marshall incurred approximately $0.9 million in debt acquisition costs, which will be capitalized as a contra-liability and amortized over the three-year term of the facility. The refinancing provides additional lending capacity to support future growth. The facility matures on December 30, 2028. As of March 31, 2026, the outstanding balances on the Legacy Revolver, Legacy Term, and Legacy Capex were $26.6 million, $9.4 million, and $0, respectively.

Loan with Fifth Third Bank (Precision Marshall)

Prior to its refinancing on December 30, 2025 (see above), Precision Marshall maintained a credit facility with Fifth Third Bank. As of March 31, 2026, all borrowings under the facility had been fully repaid in connection with the refinancing, and Precision Marshall wrote off approximately $58,000 of unamortized debt acquisition costs. Accordingly, the outstanding balances at March 31, 2026 and September 30, 2025 were approximately $0 and $23.0 million, respectively, for the revolving loan; $0 and $1.3 million, respectively, for the original M&E term note; $0 and $2.1 million, respectively, for Kinetic Term Loan #1; and $0 and $1.7 million, respectively, for the Capex loan.

Eclipse Business Capital Loans

On January 8, 2026, Flooring Liquidators amended its credit facility with Eclipse Business Capital, LLC (“Eclipse”), extending the maturity date of the credit facility to February 18, 2026. On February 18, 2026, Flooring Liquidators entered into the Fifth Amendment to the Loan and Security Agreement, further extending the maturity date of the credit facility to May 18, 2029 and reducing the Maximum Revolving Facility Amount from $25.0 million to $15.0 million. An amendment fee of $112,500 was paid in connection with the Fifth Amendment, which has been capitalized as a contra-liability and will be amortized over the term of the facility. The credit facility, as amended, provides $15.0 million in revolving credit (“Eclipse Revolver”) and $3.5 million in M&E lending (“Eclipse M&E Loan”), and is secured by substantially all of Flooring Liquidator’s assets. Availability under the Eclipse Revolver is subject to a monthly borrowing‑base calculation. The Eclipse Revolver bears interest at Adjusted Term SOFR plus 3.5%, and the Eclipse M&E Loan bears interest at Adjusted Term SOFR plus 5.0%.

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As of March 31, 2026 and September 30, 2025, the outstanding balance on the Eclipse Revolver was approximately $6.3 million and $6.7 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $0.7 million and $1.0 million, respectively.

Loan with Fifth Third Bank (PMW)

In connection with the acquisition of PMW, on July 20, 2023, PMW entered into a revolving credit facility (the “Revolving Credit Facility”) with Fifth Third Bank. The facility consists of $15.0 million in revolving credit (the “Fifth Third Revolver”) and approximately $5.0 million in M&E lending (the “Fifth Third M&E Loan”). The Fifth Third Revolver is a three-year, asset-based facility that is secured by substantially all of PMW's assets. Availability under the Fifth Third Revolver is subject to a monthly borrowing base calculation. PMW's ability to borrow under the Fifth Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth Third. Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin. Reference Rate means the greater of (a) 3.0% or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time. The Applicable Margin for revolving loans is zero, while for the Fifth Third M&E Loan or any capital expenditure term loan, it is 50 basis points (0.5%). The credit facility matures in July 2026.

During the three months ended March 31, 2026, the Company determined that PMW was in default of the Fixed Charge Coverage Ratio (“FCCR”) covenant under the credit agreement governing its Revolving Credit Facility. As a result of this default, the lender has the right to accelerate the obligations and declare all amounts outstanding under the Revolving Credit Facility and Fifth Third M&E Loan immediately due and payable. On March 24, 2026, PMW entered into a Forbearance Agreement and Fifth Amendment to its Revolving Credit Facility with Fifth Third Bank. Under the agreement, Fifth Third Bank agreed to abstain from exercising its rights and remedies with respect to certain existing events of default through June 15, 2026. The forbearance is subject to customary conditions, including, among other things, the requirement that PMW (i) deliver an executed commitment letter for a replacement credit facility sufficient to refinance the outstanding obligations in full by March 31, 2026, and PMW has executed and delivered the required commitment letter, and (ii) provide evidence of a fully committed refinancing by May 31, 2026, and with closing to occur no later than June 15, 2026. As of March 31, 2026, all of PMW’s outstanding long‑term debt obligations, totaling approximately $10.5 million, have been classified as current liabilities. As of March 31, 2026 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $7.3 million and $7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $3.2 million and $3.6 million, respectively.

Bank Midwest Revolver Loan

On October 17, 2025, Vintage entered into an amended $8.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”). The amended Bank Midwest Revolver carries the same interest rate as the prior amendment and matures on October 17, 2026. As of March 31, 2026 and September 30, 2025, the outstanding balance on the Bank Midwest Revolver was $0.

Note payable to JCM Holdings

During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $2.5 million. Marquis entered into a $2.0 million loan agreement, secured by the facility, with the seller of the facility, in order to complete the purchase of the facility. The loan bears interest at 6.0%, due monthly, and matures January 2030. As of March 31, 2026 and September 30, 2025, the outstanding principal balance was approximately $0.9 million and $1.1 million, respectively.

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Note Payable to Store Capital Acquisitions, LLC

On June 14, 2016, Marquis entered into a transaction with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $10.0 million, which consisted of approximately $0.6 million from the sale of the land and a note payable of approximately $9.4 million. In connection with the transaction, Marquis entered into a lease with a 15-year term commencing on the closing of the transaction, which provides Marquis with an option to extend the lease upon the expiration of its term. The initial annual lease rate is $60,000. The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a building from the previous owners of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.3% per annum, with principal and interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment penalty of 5.0%, which declines by 1.0% for each year the loan remains unpaid for the next five years. At the end of ten years, there is no pre-payment penalty. In connection with the note payable, Marquis incurred approximately $458,000 in transaction costs that are being recognized as a debt issuance cost and are being amortized and recorded as interest expense over the term of the note payable. The remaining principal balance was approximately $9.0 million as of March 31, 2026 and September 30, 2025, respectively.

Equipment Loans

On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of March 31, 2026:

Note #7 is for $5.0 million, secured by equipment. The Equipment Loan #7 is due February 2027, payable in 84 monthly payments of $59,000 beginning March 2020, with the final payment of $809,000, bearing interest at 3.2% per annum. As of March 31, 2026 and September 30, 2025, the balance was approximately $1.4 million and $1.7 million, respectively.

Note #8 is for approximately $3.4 million, secured by equipment. The Equipment Loan #8 is due September 2027, payable in 84 monthly payments of $46,000 beginning October 2020, bearing interest at 4.0%. As of March 31, 2026 and September 30, 2025, the balance was approximately $0.8 million and $1.1 million, respectively.

In December 2021, Marquis funded the acquisition of $5.5 million of new equipment under Note #9 of its master agreement. The Equipment Loan #9, which is secured by the equipment, matures December 2026, and is payable in 60 monthly payments of $92,000 beginning January 2022, with the final payment in the amount of approximately $642,000, bearing interest at 3.75% per annum. As of March 31, 2026 and September 30, 2025, the balance was approximately $1.4 million and $1.9 million, respectively.

In December 2022, Marquis funded the acquisition of $5.7 million of new equipment under Note #10 of its master agreement. The Equipment Loan #10, which is secured by the equipment, matures December 2029, and is payable in 84 monthly payments of $79,000, beginning January 2023, with the final payment in the amount of approximately $650,000, bearing interest at 6.5%. As of March 31, 2026 and September 30, 2025, the balance was approximately $3.7 million and $4.0 million, respectively.

Loan Covenant Compliance

As of March 31, 2026, the Company was in compliance with all financial and non‑financial covenants under its revolving credit and other loan agreements, except for PMW, which is in default under its Revolving Credit Facility and Fifth Third M&E Loan with Fifth Third Bank, as discussed above.

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Note 10: Notes Payable - Related Parties

Long-term notes payable to related parties (see Note 15) as of March 31, 2026 and September 30, 2025 consisted of the following (in $000's):

	March 31, 2026			September 30, 2025
Isaac Capital Group, LLC (Revolver), 12% interest rate, matures April 2030	$	11,976		$	11,615
Spriggs Investments, LLC (Flooring Liquidators), 12% interest rate, matures July 2026		800			800
Isaac Capital Group, LLC (PMW), 12% interest rate, matures December 2029		2,645			2,645
Isaac Capital Group, LLC (Flooring Liquidators), 12% interest rate, matures August 2029		6,668			5,000
Total notes payable - related parties		22,089			20,060
Less: unamortized debt issuance costs		(701	)		(696	)
Net amount		21,388			19,364
Less: current portion		(800	)		(800	)
Total long-term portion, notes payable - related parties	$	20,588		$	18,564

Future maturities of notes payable - related parties at March 31, 2026 are as follows (in $000’s):

Twelve months ending March 31,
2027	$	800
2028		6,568
2029		2,044
2030		11,976
Total future maturities of notes payable - related parties	$	21,388

Note 11: Related Party Seller Notes

Seller notes as of March 31, 2026 and September 30, 2025 consisted of the following (in $000’s):

	March 31, 2026			September 30, 2025
Related Party Seller Notes
Seller of Kinetic, 7.0% interest rate, matures September 2027	$	3,000		$	3,000
Seller of Central Steel, 8.0% interest rate, matures May 2029		894			1,031
Seller of Flooring Liquidators, 8.24% interest rate, matures February 2028		15,000			15,000
Total Related Party Seller Notes		18,894			19,031
Unamortized debt discount		(658	)		(811	)
Net amount		18,236			18,220
Less current portion		(275	)		(275	)
Long-term portion of seller notes - related parties	$	17,961		$	17,945

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Future maturities of seller notes at March 31, 2026 are as follows (in $000’s):

Twelve months ending March 31,
2027	$	275
2028		17,617
2029		344
Total	$	18,236

Note Payable to the Sellers of Kinetic

In connection with the purchase of Kinetic, on June 28, 2022, Kinetic entered into an employment agreement with the previous owner of Kinetic to serve as its Head of Equipment Operations. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, Precision Marshall entered into a seller financed loan in the amount of $3.0 million with the previous owner of Kinetic. Such seller financed loan bears interest at 7.0% per annum, with interest payable quarterly in arrears, and has a maturity date of September 27, 2027. As of March 31, 2026 and September 30, 2025, the remaining principal balance was $3.0 million.

Note Payable to the Seller of Flooring Liquidators

In connection with the purchase of Flooring Liquidators during January 2023, the Company entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, the Company entered into a seller financed mezzanine loan, which was fully guaranteed by the Company, in the amount of $34.0 million with the previous owners of Flooring Liquidators. The Seller Subordinated Acquisition Note (“Seller Note”) bore interest at 8.24% per annum, with interest payable monthly in arrears beginning on January 18, 2024. The Seller Note had a maturity date of January 18, 2028. As of the acquisition date, an independent third-party valuation assigned the Seller Note a fair value of $31.7 million, reflecting a $2.3 million discount.

On February 25, 2025, Flooring Liquidators, Flooring Affiliated Holdings, and the Company entered into a binding Memorandum of Understanding (“MOU”) with the previous owner of Flooring Liquidators under which the principal amount of the Seller Note was reduced from $34.0 million to $15.0 million. The relevant portion of the MOU was later superseded by a Second Amendment to Seller Note (the “Amended Seller Note”). The Amended Seller Note bears interest at 8.24% per annum effective January 1, 2025, and matures in February 2028, with interest payments due monthly beginning February 2025. The Company determined that the fair value of the Amended Seller Note was approximately $14.0 million, reflecting a $1.0 million discount. In an event of default under the Amended Seller Note, or if the Company defaults in making any payment it is required to make pursuant to the Amended Seller Note, the note holders may revoke the principal reduction, in which case the aggregate outstanding principal balance of the Amended Seller Note will increase by $19.0 million to $34.0 million. As of March 31, 2026 and September 30, 2025, the carrying value of the Amended Seller Note was approximately $15.0 million.

Note Payable to the Seller of Central Steel

In connection with the purchase of Central Steel, on May 15, 2024, Precision Marshall entered into an employment agreement with the previous owner of Central Steel to serve as its President. The employment agreement is for an initial term of two years and shall be deemed to be automatically extended, upon the same terms and conditions, for a period of one year, unless either party provides written notice of its or his intention not to extend the term at least 90 days prior to the end of the initial term. Additionally, Precision Marshall entered into a seller financed loan in the amount of $1.1 million with the previous owner of Central Steel (the "Sellers Subordinated Promissory Note"). The Sellers Subordinated Promissory Note bears interest at 8.0% per annum, with interest payable quarterly in arrears. The Sellers Subordinated Promissory Note has a maturity date of May 15, 2029. As of March 31, 2026 and September 30, 2025, the remaining principal balance was $0.9 million and $1.0 million, respectively.

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Note 12: Stockholders’ Equity

Series E Convertible Preferred Stock

As of each of March 31, 2026 and September 30, 2025, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding.

Treasury Stock

As of each of March 31, 2026 and September 30, 2025, the Company had 754,391 shares of Treasury Stock. During the six months ended March 31, 2025, the Company repurchased 47,009 shares of its common stock for approximately $416,315, and the average price paid per share was $8.86. The Company did not repurchase any shares of its common stock during the six months ended March 31, 2026.

Note 13: Stock-Based Compensation

Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants, and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan.

From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments. The value of each award is amortized on a straight-line basis over the requisite service period.

The Company recognized compensation expense of approximately $49,000 during each of the three months ended March 31, 2026 and 2025, and approximately $100,000 during each of the six months ended March 31, 2026 and 2025, related to stock option awards and restricted stock awards granted to certain employees and officers based on the grant date fair value of the awards, and the revaluation for existing options whereby the expiration date was extended.

As of March 31, 2026, the Company had approximately $0.4 million of unrecognized compensation expense associated with restricted stock awards.

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Note 14: Earnings Per Share

Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Unaudited Condensed Consolidated Balance Sheet. Diluted net income per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options, and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders.

The following table presents the computation of basic and diluted net earnings per share (in $000's):

	Three Months Ended March 31,					Six Months Ended March 31,
	2026			2025		2026			2025
Basic
Net income (loss)	$	(2,448	)	$	15,866	$	(2,512	)	$	16,358
Weighted average common shares outstanding		3,071,656			3,109,362		3,071,656			3,113,864
Basic earnings (loss) per share	$	(0.80	)	$	5.10	$	(0.82	)	$	5.25

Diluted
Net income (loss) applicable to common stock	$	(2,448	)	$	15,866	$	(2,512	)	$	16,358
Weighted average common shares outstanding		3,071,656			3,109,362		3,071,656			3,113,864
Add: Restricted Stock Units		—			29,110		—			29,110
Add: Series E Preferred Stock		—			239		—			239
Assumed weighted average common shares outstanding		3,071,656			3,138,711		3,071,656			3,143,213
Diluted earnings (loss) per share	$	(0.80	)	$	5.05	$	(0.82	)	$	5.20

Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding for the period. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of Common Stock outstanding and the effect of dilutive securities. No diluted EPS computation was made for the three and six months ended March 31, 2026, as the Company recorded a net loss. Had the Company calculated diluted EPS for the three and six months ended March 31, 2026, the total assumed weighted average common shares outstanding would have been 4,626,636, and included 29,110 restricted stock units and approximately 1.5 million shares issuable upon the conversion of debt.

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Note 15: Related Party Transactions

Transactions with Isaac Capital Group, LLC

Jon Isaac, the Company’s President and Chief Executive Officer, is the President and sole member of ICG and therefore has sole voting and dispositive power over the shares of the Company held by ICG. Jon Isaac, in his personal capacity, owns 217,177 shares of common stock, ICG owns 1,357,306 shares of common stock, and if ICG were to convert all of its outstanding convertible debt (see below), it would have the contractual right to acquire up to 1,525,612 shares of common stock; as a result, ICG beneficially controls approximately 67.4% of the outstanding voting power of the Company.

ICG Revolving Promissory Note

On April 9, 2020, the Company, as borrower, entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $1.0 million revolving credit facility (the “ICG Revolver”). On June 23, 2022, the amount of available revolving credit under the facility was increased to $6.0 million. No other terms of the Note were changed. On April 1, 2023, the Company entered into the Second Amendment of the ICG Revolver that extended the maturity date to April 8, 2024, increased the interest rate from 10% to 12% per annum, and decreased the amount of available revolving credit under the facility to $1.0 million. On January 11, 2024, the Company entered into the Third Amendment of the ICG Revolver that extended the maturity date to April 8, 2025 and increased the amount of available revolving credit under the facility to $5.0 million.

On April 8, 2025, the Company entered into the Fourth Amendment to the ICG Revolver, which (i) extended the maturity date to April 8, 2030, (ii) increased the amount of available revolving credit under the facility to $12.0 million, and (iii) established a Fixed Conversion Price of $7.85 per share for obligations outstanding under the ICG Revolver, exercisable at the discretion of Mr. Isaac. The Company evaluated the amendment under ASC 470-50 and concluded that the transaction represented an extinguishment of the existing debt given that the amendment introduced a substantive conversion feature. Management assessed the fair value of the amended instrument as of the amendment date. That assessment indicated that the fair value of the amended note, inclusive of the conversion feature, exceeded the fair value of the note without the conversion feature by approximately $6.0 million, which was treated as a non-cash capital contribution from the lender for accounting purposes because the lender was the majority shareholder of the Company. Accordingly, the Company recorded the excess as a distribution from Retained Earnings, with a corresponding credit to Additional Paid-In Capital, which is presented on the Condensed Consolidated Statements of Changes in Stockholders’ Equity as an “In-Substance Distribution”.

As of March 31, 2026, Jon Isaac, through ICG, had the contractual right to acquire up to 1,525,612 shares of the Company’s common stock, based on the outstanding balance of the debt as of that date. As of March 31, 2026, no obligations under the ICG Revolver have been converted into the Company’s common stock. As of March 31, 2026 and September 30, 2025, the outstanding balance on the ICG Revolver was $12.0 million and $11.6 million, respectively.

ICG Flooring Liquidators Note

On January 18, 2023, in connection with the acquisition of Flooring Liquidators, Flooring Affiliated Holdings, LLC, a wholly-owned subsidiary of the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $5.0 million (“ICG Flooring Liquidators Loan”). The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12% per annum. Interest is payable in arrears on the last day of each calendar month. The note is fully guaranteed by the Company.

On February 17, 2026, Flooring Affiliated Holdings, LLC entered into a First Amendment to the ICG Flooring Liquidators Loan. The amendment (i) capitalized all accrued and unpaid interest, including default‑rate interest, resulting in an acknowledged outstanding principal balance of approximately $6.6 million as of the amendment date; (ii) added a 1.0% amendment fee of approximately $66,000, which was fully earned and capitalized into principal, increasing the total outstanding principal to approximately $6.7 million; and (iii) extended the loan’s maturity date from January 18, 2028 to August 18, 2029. The Company, as guarantor, consented to the amendment and reaffirmed its unconditional guaranty of the note. As of March 31, 2026 and September 30, 2025, the outstanding balance on this loan was $6.7 million and $5.0 million, respectively.

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ICG PMW Note

On December 14, 2024, in connection with the Settlement Agreement of the PMW Seller Financed Loans, the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of approximately $2.6 million (“ICG PMW Note”). The Company received proceeds of approximately $1.9 million from ICG, which was used to settle the loans plus accrued interest. The $0.7 million discount is being accreted to interest expense using the effective interest rate method, as required by GAAP, over the term of the note. The ICG PMW Note matures on December 17, 2029, and bears interest at the contractual rate of 12.0% per annum. Interest is payable in arrears on the first business day of each month commencing on January 2, 2025. As of March 31, 2026 and September 30, 2025, the balance on this note was approximately $2.6 million.

Transactions with Vintage Stock CEO

Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, a wholly owned subsidiary of the Company, is the sole member of Spriggs Investments, LLC (“Spriggs Investments”).

Spriggs Promissory Note II

On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $1.0 million (the “Spriggs Loan II”). The Spriggs Loan II matures on July 31, 2024, and bears interest at a rate of 12% per annum. On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan II. Under the loan modification agreement, upon full principal repayment of the Spriggs Promissory Note I, the Company will make principal payments of not less than $300,000, per each 90-day period, until the Spriggs Loan II is fully repaid. Further, under the loan modification agreement, the maturity date of the Spriggs Loan II was extended to July 31, 2025. On July 30, 2025, the Company entered into a loan modification agreement of the Spriggs Loan II that extends the maturity date to July 31, 2026. All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended. As of March 31, 2026 and September 30, 2025, the principal amount owed was $0.8 million.

Transactions with ALT5 Sigma Corporation, formerly JanOne Inc.

Tony Isaac, a member of the Company's board of directors, and father of the Company's Chief Executive Officer, Jon Isaac, is the Chief Executive Officer, President and a director of ALT5 Sigma Corporation (“ALT5”), formerly JanOne Inc.

Lease Agreement

ALT5 rents approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet. ALT5 paid the Company $88,000 and $30,000 in rent and other reimbursed expenses for three months ended March 31, 2026 and 2025, respectively, and $168,000 and $58,000 for the six months ended March 31, 2026 and 2025, respectively.

Transactions with Spyglass Estate Planning, LLC

Jon Isaac, the Company's President and Chief Executive Officer, is the sole member of Spyglass Estate Planning, LLC (“Spyglass”).

Building Leases

On July 1, 2022, in connection with its acquisition of certain assets and intellectual property of Better Backers, Inc., Marquis entered into two building leases with Spyglass. The building leases are for 20 years with two options to renew for an additional five years each. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. The Company has evaluated each lease and determined the rental amounts to be at market rates.

Seller Notes

The Company routinely enters into related party seller notes in conjunction with its acquisitions. See Note 11 for the details related to existing seller notes.

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Note 16: Commitments and Contingencies

Litigation

SEC Investigation

On February 21, 2018, the Company received a subpoena from the SEC and a letter from the SEC stating that it was conducting an investigation. The subpoena requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors. On August 12, 2020, three of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation. On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the SEC investigation. The Wells Notices related to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart, Inc. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff had made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018.

On August 2, 2021, the SEC filed a civil Complaint in the United States District Court for the District of Nevada naming the Company and two of its executive officers – Jon Isaac, the Company’s current President and Chief Executive Officer, and Virland Johnson, the Company’s former Chief Financial Officer, as defendants (collectively, the “Company Defendants”) as well as certain other related third parties (the “SEC Complaint”). The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Exchange Act and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at www.sec.gov/litigation/litreleases/2021/lr25155.htm.

On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the SEC complaint. On September 7, 2022, the court denied the Company Defendants’ Motion to Dismiss, but granted one of the third-party defendant’s Motions to Dismiss, granting the SEC leave to file an Amended Complaint. On September 21, 2022, the SEC filed an Amended Complaint to which the Company Defendants filed an Answer on October 11, 2022, denying liability. The court subsequently entered a discovery scheduling order and the parties exchanged initial disclosures. The parties participated in a mediation in June 2023. The mediation was not successful. Fact discovery was completed on May 20, 2024. The parties completed expert discovery in September 2024 and filed cross Motions for Summary Judgment in October 2024. On February 10, 2026, the Court entered an order denying the parties’ cross motions for summary judgment. The parties are preparing for trial, but the Court has not yet set a trial date for this matter.

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Sieggreen Class Action

On August 13, 2021, Daniel E. Sieggreen, individually and on behalf of all others similarly situated claimants (the "Plaintiff"), filed a class action Complaint for violation of federal securities laws in the United States District Court for the District of Nevada, naming the Company, Jon Isaac, the Company's current President and Chief Executive Officer, and Virland Johnson, the Company's former Chief Financial Officer, as defendants (collectively, the "Company Defendants"). The allegations asserted are similar to those in the SEC Complaint. Among other sought relief, the complaint seeks damages in connection with the purchases and sales of the Company’s securities between December 28, 2016 and August 3, 2021. As of December 17, 2021, the judge granted a stipulation to stay proceedings pending the resolutions of the Motions to Dismiss in the SEC Complaint. On February 1, 2023, the final Motion to Dismiss relating to the SEC Complaint was denied, which was subsequently noticed in the Sieggreen action on February 2, 2023. Plaintiff filed an Amended Complaint on March 6, 2023. On May 5, 2023, the Company Defendants filed a Motion to Dismiss the Amended Complaint. The Motion to Dismiss was heard and granted with Leave to Amend on September 30, 2024. The Second Amended Complaint was filed on October 31, 2024. We filed a Motion to Dismiss the Second Amended Complaint on December 16, 2024 and the briefing is complete. On September 30, 2025, the Court denied the motion to dismiss the Second Amended Complaint. The Company filed its response on December 1, 2025, and the parties are currently engaged in discovery.

Wage and Hour Matter

On July 27, 2022, Irma Sanchez, a former employee of Elite Builder Services, Inc. (“Elite Builders”), filed a class action Complaint against Elite Builders in the Superior Court of California, County of Alameda, which case was transferred to Stanislaus Count. The Complaint alleges that Elite Builders failed to pay all minimum and overtime wages, failed to provide lawful meal periods and rest breaks, failed to provide accurate itemized wage statements, and failed to pay all wages due upon separation as required by California law. The Complaint was later amended as a matter of right on October 4, 2022. Further, Ms. Sanchez has put the Labor & Workforce Development Agency on notice of her intention to exhaust administrative remedies and enable her to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties. The parties agreed to participate in mediation and exchanged materials in preparation. However, mediation has been postponed, and the opposing party did not meet a previously scheduled deadline related to a motion to compel discovery. The case management conference has been continued, and the Company currently expects the matter to progress beginning in or around summer 2026.

General

The Company is involved in various claims and lawsuits arising in the normal course of business. The ultimate results of claims and litigation cannot be predicted with certainty. The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued.

Note 17: Segment Reporting

Live Ventures Incorporated is a diversified holding company that acquires and operates businesses across industries with a demonstrated history of earnings power. In accordance with ASC 280, Segment Reporting, the Company has identified four reportable segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing. This segmentation reflects how the Chief Operating Decision Maker (“CODM”), consisting of the Company’s Chief Executive Officer and Chief Financial Officer, evaluates financial performance and allocates resources across the Company’s operations. The Corporate and Other segment does not meet the criteria to be presented as a reportable segment under ASC 280.

The CODM regularly evaluates segment performance using revenue, gross profit, gross profit margin, income (loss) before income taxes, and Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”). These measures are used to allocate the Company’s resources and assess operating effectiveness.

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Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. The CODM considers Adjusted EBITDA a key indicator of the Company’s operational strength and performance, including its ability to fund acquisitions, support capital expenditures, and service debt. It is used to evaluate operating results, perform analytical comparisons, and identify strategies to improve performance.

To preserve the integrity of each operating segment’s standalone financial results, all intercompany eliminations, including sales, cost of goods sold, inventory profit, and intercompany management fees are reported under Intercompany Eliminations. Total assets are not utilized by the CODM in evaluating segment performance or allocating resources. Accordingly, asset information is excluded from the Company’s segment reporting disclosures. Discrete financial information is provided for each reportable segment, including comparisons of actual results to the prior period and current period forecast.

The following is a description of each of the Company’s reportable segments:

•

The Retail–Entertainment segment, which includes Vintage Stock, offers a wide range of entertainment products, both new and pre-owned, including movies, video games, and music. It also sells ancillary items such as books, comics, toys, and collectibles, all within a single retail footprint.

•

The Retail–Flooring segment, which includes Flooring Liquidators, operates 28 warehouse-format stores and a design center across four states. It serves as a leading retailer and installer of flooring, carpeting, and countertops for consumers, builders, and contractors in California and Nevada.

•

The Flooring Manufacturing segment, which includes Marquis, is a vertically integrated manufacturer and distributor of carpet and hard surface flooring products, serving residential, niche commercial, and hospitality end markets.

•

The Steel Manufacturing segment includes:

•

Precision Marshall, which supplies over 500 steel distributors with Deluxe Alloy Plate, Deluxe Tool Steel Plate, Precision Ground Flat Stock, and Drill Rod.

•

Kinetic, a recognized brand in industrial knives and hardened wear products for the tissue, metals, and wood industries, offering in-house grinding, machining, and heat-treating capabilities.

•

PMW, which provides metal forming, assembly, and finishing solutions across industries such as appliance, automotive, hardware, electrical, electronics, and medical devices.

•

Central Steel, which manufactures specialized fabricated metal products primarily for data centers, including cable racks, auxiliary framing, hardware, insulation products, and network bays.

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This segmentation aligns with the internal reporting structure used by the CODM to evaluate performance and guide strategic decision-making. The CODM does not review any measures of significant segment expenses beyond those reflected in the tables below (in $000’s):

Three Months Ended March 31, 2026	Retail-Entertainment			Retail-Flooring			Flooring Manufacturing			Steel Manufacturing			Total Reportable Segments			Corporate and Other			Intercompany Eliminations			Total
Revenue	$	21,205		$	20,208		$	30,285		$	32,545		$	104,243		$	4		$	(1,348	)	$	102,899
Cost of revenue		8,923			13,154			22,152			25,350			69,579			2			(1,262	)		68,319
Gross profit		12,282			7,054			8,133			7,195			34,664			2			(86	)		34,580
Gross profit percentage		57.9	%		34.9	%		26.9	%		22.1	%		33.3	%		—	%		—	%		33.6	%
Operating expenses:
General and administrative expenses		8,766			11,160			2,120			4,704			26,750			931			—			27,681
Sales and marketing expenses		199			493			4,045			152			4,889			6			—			4,895
Impairment expense		—			—			—			4,013			4,013			—			—			4,013
Total operating expenses		8,965			11,653			6,165			8,869			35,652			937			—			36,589
Operating income (loss)		3,317			(4,599	)		1,968			(1,674	)		(988	)		(935	)		(86	)	$	(2,009	)
Other income (expense):
Interest expense, net		37			(939	)		(924	)		(1,514	)		(3,340	)		(552	)		—			(3,892	)
Other income, net		(79	)		1,421			31			(67	)		1,306			—			—			1,306
Total expense, net		(42	)		482			(893	)		(1,581	)		(2,034	)		(552	)		—			(2,586	)
Income (loss) before income taxes	$	3,275		$	(4,117	)	$	1,075		$	(3,255	)	$	(3,022	)	$	(1,487	)	$	(86	)	$	(4,595	)

Adjusted EBITDA	Retail-Entertainment			Retail-Flooring			Flooring Manufacturing		Steel Manufacturing			Total Reportable Segments			Corporate and Other			Intercompany Eliminations			Total
Income (loss) before income taxes	$	3,275		$	(4,117	)	$	1,075	$	(3,255	)	$	(3,022	)	$	(1,487	)	$	(86	)	$	(4,595	)
Interest income (expense), net		(37	)		939			924		1,514			3,340			552			—			3,892
Depreciation and amortization		291			1,297			918		1,409			3,915			5			—			3,920
Impairment of goodwill		—			—			—		4,013			4,013			—			—			4,013
Employee Retention Credit		—			(1,400	)		—		—			(1,400	)		—			—			(1,400	)
Other adjustments		—			49			—		—			49			(1	)		—			48
Adjusted EBITDA	$	3,529		$	(3,232	)	$	2,917	$	3,681		$	6,895		$	(931	)	$	(86	)	$	5,878

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Three Months Ended March 31, 2025	Retail-Entertainment			Retail-Flooring			Flooring Manufacturing			Steel Manufacturing			Total Reportable Segments			Corporate and Other			Intercompany Eliminations			Total
Revenue	$	18,467		$	27,399		$	31,283		$	31,487		$	108,636		$	6		$	(1,629	)	$	107,013
Cost of revenue		7,560			17,984			22,986			24,869			73,399			2			(1,536	)		71,865
Gross profit		10,907			9,415			8,297			6,618			35,237			4			(93	)		35,148
Gross profit percentage		59.1	%		34.4	%		26.5	%		21.0	%		32.4	%		—	%		—	%		32.8	%
Operating expenses:
General and administrative expenses		8,254			12,083			2,329			4,312			26,978			1,343			—			28,321
Sales and marketing expenses		155			73			4,381			121			4,730			5			—			4,735
Total operating expenses		8,409			12,156			6,710			4,433			31,708			1,348			—			33,056
Operating income (loss)		2,498			(2,741	)		1,587			2,185			3,529			(1,344	)		(93	)	$	2,092
Other income (expense):
Interest expense, net		—			(1,132	)		(1,129	)		(1,315	)		(3,576	)		(357	)		—			(3,933	)
Other income, net		360			22,767			2			(292	)		22,837			107			—			22,944
Total income (expense), net		360			21,635			(1,127	)		(1,607	)		19,261			(250	)		—			19,011
Income (loss) before income taxes	$	2,858		$	18,894		$	460		$	578		$	22,790		$	(1,594	)	$	(93	)	$	21,103

Adjusted EBITDA	Retail-Entertainment			Retail-Flooring			Flooring Manufacturing		Steel Manufacturing		Total Reportable Segments			Corporate and Other			Intercompany Eliminations			Total
Income (loss) before income taxes	$	2,858		$	18,894		$	460	$	578	$	22,790		$	(1,594	)	$	(93	)	$	21,103
Interest expense, net		—			1,132			1,129		1,315		3,576			357			—			3,933
Depreciation and amortization		253			1,322			937		1,885		4,397			4			—			4,401
Gain on note modification		—			(22,784	)		—		—		(22,784	)		—			—			(22,784	)
Other adjustments		(356	)		(155	)		—		302		(209	)		2			—			(207	)
Adjusted EBITDA	$	2,755		$	(1,591	)	$	2,526	$	4,080	$	7,770		$	(1,231	)	$	(93	)	$	6,446

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