What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2026-02-12 · 742 added, 265 removed, 473 unchanged (68% of the section changed)

3 unchanged sentences

(dollars in thousands, except per-share amounts)

December 31, 2025 September 30, 2025

Cash $ 15,133 $ 8,831

Trade receivables, net of allowance for doubtful accounts of $ 0.4 million at December 31, 2025 and $ 0.6 million at September 30, 2025

34,197 39,947

March 31, 2026

September 30, 2025

Trade receivables, net of allowance for doubtful accounts of $ 0.3 million at March 31, 2026 and $ 0.6 million at September 30, 2025

Inventories, net

Income taxes receivable

Prepaid expenses and other current assets

4 unchanged sentences

Intangible assets, net

Goodwill 61,152 61,152

Total assets $ 389,224 $ 386,400

Liabilities and Stockholders' Equity

6 unchanged sentences

Current portion of notes payable - related parties

Seller notes - related parties 275 275

Current portion of seller notes - related parties

Total current liabilities

Long-term debt, net of current portion, and unamortized debt issuance costs 45,919 41,880

Lease obligation long term - operating leases, net of current portion 54,439 46,375

Lease obligation long term - finance leases, net of current portion 42,279 42,269

Long-term debt, net of current portion

Lease obligation long term - operating leases

Lease obligation long term - finance leases

Notes payable - related parties, net of current portion

Seller notes - related parties

Deferred tax liability, net 8,685 9,156

Deferred tax liability

Other non-current obligations

2 unchanged sentences

Stockholders' equity:

Series E convertible preferred stock, $ 0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at December 31, 2025 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 December 31, 2025 and September 30, 2025

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

Paid in capital

Treasury stock common 754,391 shares as of December 31, 2025 and September 30, 2025

( 9,600 ) ( 9,600 )

Treasury stock Series E preferred 80,000 shares as of December 31, 2025 and September 30, 2025

Treasury stock common 754,391 shares as of March 31, 2026 and September 30, 2025

Treasury stock Series E preferred 80,000 shares as of March 31, 2026 and September 30, 2025

Retained earnings

5 unchanged sentences

(dollars in thousands, except per-share amounts)

For the Three Months Ended December 31,

Revenue $ 108,544 $ 111,508

Cost of revenue 73,191 76,146

Gross profit 35,353 35,362

For the Three Months Ended March 31,

For the Six Months Ended March 31,

Cost of revenues

Operating expenses:

1 unchanged sentence

Sales and marketing expenses

Impairment expense

Total operating expenses

Operating income 3,451 762

Other expense:

Operating income (loss)

Other income (expense):

Interest expense, net

1 unchanged sentence

Gain on settlement of earnout liability

Other income 21 420

Total other expense, net ( 3,540 ) ( 189 )

(Loss) income before provision for income taxes ( 89 ) 573

(Benefit) provision for income taxes ( 25 ) 81

Net (loss) income $ ( 64 ) $ 492

(Loss) income per share:

Basic $ ( 0.02 ) $ 0.16

Diluted $ ( 0.02 ) $ 0.16

Employee Retention Credit

Gain on modification of seller note

Other (expense) income

Total other (expense) income, net

Income (loss) before provision for income taxes

Provision for (benefit from) income taxes

Net income (loss)

Income (loss) per share:

Weighted average common shares outstanding:

Basic 3,071,656 3,124,581

Diluted 3,071,656 3,124,820

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

2 unchanged sentences

(dollars in thousands)

For the Three Months Ended December 31,

For the Six Months Ended March 31,

Operating Activities:

Net (loss) income $ ( 64 ) $ 492

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of acquisition:

Depreciation and amortization

Gain on extinguishment of debt

Amortization of seller note discount

Loss on disposal of fixed assets

Gain on settlement of earnout liability

Gain on modification of debt

Amortization of debt issuance cost

Stock based compensation expense

Impairment of goodwill

Noncash interest expense

Amortization of right-of-use assets

Gain on extinguishment of debt — ( 713 )

Gain on settlement of earnout liability — ( 2,840 )

Change in deferred income taxes

Change in allowance for doubtful accounts ( 149 ) ( 110 )

Change in reserve for uncollectible accounts

Change in reserve for obsolete inventory

Changes in assets and liabilities:

Changes in assets and liabilities, net of acquisitions:

Trade receivables

Inventories 2,198 3,035

Income taxes receivable

Prepaid expenses and other current assets

3 unchanged sentences

Income taxes payable

Other noncurrent liabilities 35 —

Other noncurrent obligations

Net cash provided by operating activities

3 unchanged sentences

Financing Activities:

Net payments under revolver loans ( 3,906 ) ( 3,121 )

Net borrowings (payments) under revolver loans

Net borrowings under related party revolver loans

Proceeds from the issuance of notes payable 9,848 —

Proceeds from issuance of notes payable

Payments on notes payable

Proceeds from the issuance of related party notes payable — 1,932

Proceeds from issuance of related party notes payable

Payments on related party notes payable

Payments on related party seller notes payable

Cash paid for settlement of seller notes — ( 1,932 )

Cash paid for debt issuance costs

1 unchanged sentence

Payments on financing leases

Net cash used in financing activities ( 2,209 ) ( 4,777 )

Increase in cash 6,302 2,806

Cash paid for settlement of seller notes

Net cash provided by (used in) financing activities

Change in cash

Cash, beginning of period

2 unchanged sentences

Interest paid

Income taxes paid, net

Noncash financing and investing activities:

Noncash debt discount on related party notes $ — $ 713

Noncash debt acquisition costs for Flooring Liquidators debt refinancing

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

2 unchanged sentences

(dollars in thousands)

Preferred Stock Common Stock Series E

Shares Amount Shares Amount Paid-In

Capital Treasury

Stock Treasury

Stock Retained

Earnings Total

Preferred Stock

Balance, September 30, 2025

Stock based compensation

Net loss — — — — — — — ( 64 ) ( 64 )

Balance, December 31, 2025

Preferred Stock Common Stock Series E

Shares Amount Shares Amount Paid-In

Capital Treasury

Stock Treasury

Stock Retained

Earnings Total

Stock based compensation

Balance, March 31, 2026

Preferred Stock

Balance, September 30, 2024

1 unchanged sentence

Purchase of common treasury stock

Net income — — — — — — — 492 492

Balance, December 31, 2024

Purchase of common treasury stock

Stock based compensation

Balance, March 31, 2025

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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

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

(dollars in thousands, except per-share amounts)

17 unchanged sentences

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) for interim financial information.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for audited financial statements.

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 months ended December 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026.

The financial information included in these statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto as of September 30, 2025 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S.

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”).

4 unchanged sentences

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

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.

17 unchanged sentences

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.

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.

20 unchanged sentences

ASU 2023‑09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis.

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.

The Company intends to implement the new guidance in its income tax disclosures beginning with its Annual Report on Form 10‑K for the year ending September 30, 2026.

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.

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.

1 unchanged sentence

The Company is currently evaluating ASU 2024 - 03 to determine the impact it may have on its consolidated financial statements.

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

Inventory, net December 31, 2025 September 30, 2025

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

Inventory, net

September 30, 2025

Raw materials

1 unchanged sentence

Finished goods

Merchandise 39,319 40,187

124,016 126,215

Inventory reserves

1 unchanged sentence

Property and Equipment

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

December 31, 2025 September 30, 2025

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

September 30,

Property and equipment, net:

Land $ 3,469 $ 3,469

Building and improvements

3 unchanged sentences

Office, computer equipment and other

137,158 136,147

Accumulated depreciation

Total property and equipment, net

Depreciation expense was $ 2.7 million and $ 3.2 million for the three months ended December 31, 2025 and 2024, respectively.

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.

The Company leases retail stores, warehouse facilities, and office space.

6 unchanged sentences

Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.

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

December 31, 2025 September 30, 2025

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 ):

September 30,

Right of use asset - operating leases

4 unchanged sentences

Long term - finance

As of December 31, 2025, the weighted average remaining lease term for operating leases is 9.5 years.

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 three months ended December 31, 2025 and 2024 were approximately $ 4.5 million and $ 4.7 million, respectively.

Additionally, the Company recognized approximately $ 11.0 million in right-of-use assets and liabilities upon commencement of operating leases during the three months ended December 31, 2025.

Total present value of future lease payments of operating leases as of December 31, 2025 (in $000's):

Twelve months ended December 31,

2026 $ 17,039

Thereafter 34,921

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,

Less implied interest

Present value of payments

As of December 31, 2025, the weighted average remaining lease term for finance leases is 26.0 years.

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 three months ended December 31, 2025 and 2024 were approximately $ 1.1 million and $ 1.0 million, respectively.

Total interest paid for finance leases for the three months ended December 31, 2025 and 2024 was approximately $ 1.1 and $ 1.0 ,respectively.

Additionally, the Company recognized no right-of-use assets and liabilities upon commencement of finance leases during the three months ended December 31, 2025.

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 December 31, 2025 and September 30, 2025 is as follows (in $000’s):

December 31, 2025 September 30, 2025

The balance, as of March 31, 2026 and September 30, 2025 was as follows (in $000’s ):

September 30,

Property and equipment, at cost

1 unchanged sentence

Property and equipment, net

Total present value of future lease payments of finance leases as of December 31, 2025 (in $000's):

Twelve months ended December 31,

Thereafter 120,506

Total 142,550

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

Twelve months ended March 31,

Less implied interest

Present value of payments

During each of the three months ended December 31, 2025 and 2024, the Company recorded no impairment charges relating to any of its leases.

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

December 31, 2025 September 30, 2025

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

September 30,

Intangible assets, net:

2 unchanged sentences

Intangible assets - Other

33,285 33,285

Accumulated amortization

Total intangibles, net

Amortization expense was $ 1.3 million for the three months ended December 31, 2025 and 2024.

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 December 31,

Total estimated future amortization expense $ 18,824

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

Retail - Entertainment Retail - Flooring Flooring Manufacturing Steel Manufacturing Total

Twelve months ending March 31,

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

September 30, 2025

December 31, 2025 $ 36,947 $ 13,451 $ 807 $ 9,947 $ 61,152

As of December 31, 2025, the Company did not identify any triggering events that would require impairment testing.

Goodwill impairment

March 31, 2026

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.

Accrued Liabilities

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

December 31, 2025 September 30, 2025

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

September 30,

Accrued liabilities:

2 unchanged sentences

Accrued overdrafts

Accrued rent 1,035 982

Accrued customer deposits

Accrued gift card liability 2,160 2,038

Accrued gift card and escheatment liability

Accrued interest payable

4 unchanged sentences

Long-Term Debt

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

December 31, 2025 September 30, 2025

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

September 30,

Revolver loans

Equipment loans

Term loans 13,213 8,749

Other notes payable

1 unchanged sentence

unamortized debt issuance costs

Net amount 76,820 78,162

current portion

Total long-term debt

Future maturities of long-term debt at December 31, 2025, are as follows which does not include related party debt (in $000’s):

Twelve months ending December 31,

2026 $ 30,901

Thereafter 8,689

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,

Total future maturities of long-term debt

Bank of America Revolver Loan (Marquis)

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”).

3 unchanged sentences

The BofA Revolver has a variable interest rate and matures on July 31, 2026.

As of December 31, 2025 and September 30, 2025, the outstanding balance was approximately $ 8.1 million and $ 11.8 million, respectively.

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)

5 unchanged sentences

The facility matures on December 30, 2028.

As of December 31, 2025, the outstanding balances on the Legacy Revolver, Legacy Term, and Legacy Capex were $ 24.0 million, $ 9.8 million, and $ 0 , respectively.

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 December 31, 2025, 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 December 31, 2025 and September 30, 2025 were approximately $ 0 and $ 23.0 million, respectively, for the revolving loan;

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;

1 unchanged sentence

and $ 0 and $ 1.7 million, respectively, for the Capex loan.

Eclipse Business Capital Loans (Flooring Liquidators)

On January 8, 2026, Flooring Liquidators entered into an amended credit facility with Eclipse Business Capital, LLC (“Eclipse”), which extends the facility’s maturity date to February 18, 2026.

The facility consists of $ 25.0 million in revolving credit (“Eclipse Revolver”) and $ 3.5 million in M&E lending (“Eclipse M&E”).

The Eclipse Revolver is a three-year , asset-based facility that is secured by substantially all of Flooring Liquidators’ assets.

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.

Flooring Liquidators’ ability to borrow under the Eclipse Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Eclipse.

The Eclipse Revolver bears interest at 3.5 % per annum in excess of Adjusted Term SOFR.

The Eclipse M&E loan bears interest at 5.0 % per annum in excess of Adjusted Term SOFR.

The extended maturity date provides Flooring Liquidators with time to negotiate and finalize the terms of a refinancing.

As of December 31, 2025 and September 30, 2025, the outstanding balance on the Eclipse Revolver was approximately $ 5.5 million and $ 6.7 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $ 0.9 million and $ 1.0 million, respectively.

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 %.

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)

6 unchanged sentences

Reference Rate means the greater of (a) 3.0% or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time.

The Applicable Margin for revolving loans is zero , while for the Fifth Third M&E Loan or any Capital Expenditure Term Loan (as defined in the Revolving Credit Facility), it is 50 basis points ( 0.5 %).

The 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.

As of December 31, 2025 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $ 7.3 million and $ 7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $ 3.4 million and $ 3.6 million, respectively.

Bank Midwest Revolver Loan (Vintage)

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 December 31, 2025 and September 30, 2025, the outstanding balance on the Bank Midwest Revolver was $ 0 .

Note payable to JCM Holdings (Marquis)

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.

1 unchanged sentence

The loan bears interest at 6.0 %, due monthly, and matures January 2030 .

As of December 31, 2025 and September 30, 2025, the outstanding principal balance was approximately $ 1.0 million and $ 1.1 million, respectively.

Note Payable to Store Capital Acquisitions, LLC (Marquis)

As of March 31, 2026 and September 30, 2025, the outstanding principal balance was approximately $ 0.9 million and $ 1.1 million, respectively.

Note Payable to Store Capital Acquisitions, LLC

On June 14, 2016, Marquis entered into a transaction with Store Capital Acquisitions, LLC.

3 unchanged sentences

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 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.

3 unchanged sentences

In connection with the note payable, Marquis incurred approximately $ 458,000 in transaction costs that are being recognized as a debt issuance cost and are being amortized and recorded as interest expense over the term of the note payable.

The remaining principal balance was approximately $ 8.7 million as of each of December 31, 2025 and September 30, 2025.

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 December 31, 2025:

Note #7 is for $ 5.0 million, secured by equipment.

The Equipment Loan #7 is due February 2027 , payable in 84 monthly payments of $ 59,000 beginning March 2020, with the final payment of $ 809,000 , bearing interest at 3.2 % per annum.

As of December 31, 2025 and September 30, 2025, the balance was approximately $ 1.5 million and $ 1.7 million, respectively.

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 December 31, 2025 and September 30, 2025, the balance was approximately $ 0.9 million and $ 1.1 million, respectively.

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 December 31, 2025 and September 30, 2025, the balance was approximately $ 1.6 million and $ 1.9 million, respectively.

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 December 31, 2025 and September 30, 2025, the balance was approximately $ 3.8 million and $ 4.0 million, respectively.

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.

Notes Payable - Related Parties

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

December 31, 2025 September 30, 2025

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 ):

September 30, 2025

Isaac Capital Group, LLC (Revolver), 12 % interest rate, matures April 2030

$ 11,976 $ 11,615

Spriggs Investments, LLC for Flooring Liquidators, 12.0 % interest rate, matures July 2026

Isaac Capital Group, LLC, 12.0 % interest rate, matures December 2029

Isaac Capital Group, LLC for Flooring Liquidators, 12.0 % interest rate, matures January 2028

Spriggs Investments, LLC (Flooring Liquidators), 12 % interest rate, matures July 2026

Isaac Capital Group, LLC (PMW), 12 % interest rate, matures December 2029

Isaac Capital Group, LLC (Flooring Liquidators), 12 % interest rate, matures August 2029

Total notes payable - related parties

unamortized debt discount ( 667 ) ( 696 )

Net amount 19,754 19,364

unamortized debt issuance costs

current portion

Total long-term portion, related parties $ 18,954 $ 18,564

Future maturities of notes to related parties at December 31, 2025 are as follows (in $000’s):

Twelve months ending December 31,

Total future maturities of long-term debt, related parties $ 19,754

Total long-term portion, notes payable - related parties

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

Twelve months ending March 31,

Total future maturities of notes payable - related parties

Related Party Seller Notes

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

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

September 30,

Seller of Flooring Liquidators, 8.24 % interest rate, matures February 2028

$ 15,000 $ 15,000

Related Party Seller Notes

Seller of Kinetic, 7.0 % interest rate, matures September 2027

Seller of Central Steel, 8.0 % interest rate, matures May 2029

Total Seller notes payable - related parties 18,962 19,031

Seller of Flooring Liquidators, 8.24 % interest rate, matures February 2028

Total Related Party Seller Notes

Unamortized debt discount

Net amount 18,228 18,220

current portion ( 275 ) ( 275 )

Less current portion

Long-term portion of seller notes - related parties

Future maturities of seller notes at December 31, 2025 are as follows (in $000’s):

Twelve months ending December 31,

Total $ 18,228

Note Payable to the Seller of Kinetic

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

Twelve months ending March 31,

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 (the "Seller Subordinated Acquisition Note").

The Seller Subordinated Acquisition Note bears interest at 7.0 % per annum, with interest payable quarterly in arrears, and has a maturity date of September 27, 2027.

As of December 31, 2025 and September 30, 2025, the remaining principal balance was $ 3.0 million.

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

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The employment agreement is for an initial term of five years and shall be automatically extended in 90 -day increments unless either party provides notice as required under the agreement.

Additionally, the Company entered into a seller financed mezzanine loan, which is fully guaranteed by the Company, in the amount of $ 34.0 million with the previous owners of Flooring Liquidators.

The Seller Subordinated Acquisition Note (“Seller Note”) bears interest at 8.24 % per annum, with interest payable monthly in arrears beginning on January 18, 2024.

The Seller Note has a maturity date of January 18, 2028.

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 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 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 Seller Note, or if the Company defaults in making any payment it is required to make pursuant to the Seller Note, the note holders may revoke the principal reduction, in which case the aggregate outstanding principal balance of the Seller Note will increase by $ 19.0 million to $ 34.0 million.

As of December 31, 2025 and September 30, 2025, the carrying value of the Sellers Note was approximately $ 15.0 million.

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

4 unchanged sentences

The Sellers Subordinated Promissory Note has a maturity date of May 15, 2029.

As of December 31, 2025 and September 30, 2025, the remaining principal balance was $ 0.9 million and $ 1.0 million, respectively.

As of March 31, 2026 and September 30, 2025, the remaining principal balance was $ 0.9 million and $ 1.0 million, respectively.

Stockholders ’ Equity

Series E Convertible Preferred Stock

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

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 December 31, 2025 and September 30, 2025, the Company had 754,391 shares of Treasury Stock.

During the three months ended December 31, 2024, the Company repurchased 15,686 shares of its common stock for approximately $ 157,000 , and the average price paid per share was $ 10.01 .

The Company did not repurchase any shares of its common stock during the three months ended December 31, 2025.

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.

Stock-Based Compensation

4 unchanged sentences

The value of each award is amortized on a straight-line basis over the requisite service period.

The following table summarizes stock option activity for the fiscal year ended September 30, 2025 and the three months ended December 31, 2025:

Shares Weighted

Price Weighted

Contractual Life Intrinsic

Outstanding at September 30, 2024 60,000 $ 26.04 1.29 $ 130

Forfeited ( 35,000 ) $ 37.50

Outstanding at December 31, 2024 25,000 $ 10.00 0.04 $ —

Exercisable at December 31, 2024 25,000 $ 10.00 0.04 $ —

Outstanding at September 30, 2025 0 $ — 0 $ —

Outstanding at December 31, 2025 0 $ — 0 $ —

Exercisable at December 31, 2025 0 $ — 0 $ —

The Company recognized compensation expense of approximately $ 51,000 during the three months ended December 31, 2025 and 2024 related to 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 December 31, 2025, the Company had approximately $ 0.4 million of unrecognized compensation expense associated with restricted stock awards.

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.

Earnings Per Share

1 unchanged sentence

Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Unaudited Condensed Consolidated Balance Sheet.

Diluted net income per share is computed using the weighted average number of common shares outstanding and, when dilutive, potential common shares outstanding during the period.

Diluted earnings per common share (“EPS”) reflects the impact of common shares issuable from stock options and restricted stock units under the treasury stock method, as well as shares issuable upon the conversion of debt and convertible preferred stock under the if‑converted method.

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 December 31,

Net (loss) income $ ( 64 ) $ 492

Three Months Ended March 31,

Six Months Ended March 31,

Net income (loss)

Weighted average common shares outstanding

Basic (loss) earnings per share $ ( 0.02 ) $ 0.16

Net (loss) income applicable to common stock $ ( 64 ) $ 492

Net (loss) income applicable for diluted earnings per share $ ( 64 ) $ 492

Basic earnings (loss) per share

Net income (loss) applicable to common stock

Weighted average common shares outstanding

Restricted Stock Units

Series E Preferred Stock

Assumed weighted average common shares outstanding

Diluted (loss) earnings per share $ ( 0.02 ) $ 0.16

Basic EPS is computed by dividing net income by the weighted average number of shares of Common Stock outstanding for the period.

Diluted earnings (loss) per share

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

months ended December 31, 2025, as the Company recorded a net loss.

Had the Company calculated diluted EPS for the three months ended December 31, 2025, the total assumed weighted average common shares outstanding would have been 4,641,850 and included 29,110 restricted stock units and approximately 1.5 million shares issuable upon the conversion of debt.

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.

Related Party Transactions

1 unchanged sentence

Jon Isaac, the Company’s President and Chief Executive Officer, is the President and sole member of ICG and therefore has sole voting and dispositive power over the shares of the Company held by ICG.

If ICG were to convert all of its outstanding convertible debt (see below), it would beneficially control approximately 67.5 % of the outstanding voting power of the Company.

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 entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $ 1.0 million revolving credit facility (the “ICG Revolver”).

On June 23, 2022, as amended by unanimous consent of the Board of Directors, the facility was increased to $ 6.0 million.

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 First Amendment of the ICG Revolver that extended the maturity to April 8, 2024 and increased the interest rate from 10.0 % to 12.0 % per annum, and decreased the amount of available revolving credit under the facility to $ 1.0 million.

On 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.

4 unchanged sentences

Accordingly, the Company recorded the excess as a distribution from Retained Earnings, with a corresponding credit to Additional Paid-In Capital, which is presented on the Condensed Consolidated Statements of Changes in Stockholders’ Equity as an “In-Substance Distribution”.

As of December 31, 2025, Jon Isaac, through ICG, had the contractual right to acquire up to 1,540,832 shares of the Company’s common stock, based on the outstanding balance of the debt as of that date.

As of December 31, 2025, no obligations under the ICG Revolver have been converted into the Company ’s common stock.

As of December 31, 2025 and September 30, 2025, the outstanding balance on this note was approximately $ 12.0 million and $ 11.6 million, respectively.

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

3 unchanged sentences

The note is fully guaranteed by the Company.

As of December 31, 2025 and September 30, 2025, the outstanding balance on this note was $ 5.0 million.

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.

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 U.S.

GAAP, over the term of the note.

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 December 31, 2025 and September 30, 2025, the balance on this loan was approximately $ 2.6 million.

As of March 31, 2026 and September 30, 2025, the balance on this note was approximately $ 2.6 million.

Transactions with Vintage Stock CEO

8 unchanged sentences

All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended.

As of December 31, 2025 and September 30, 2025, the principal amount owed was $ 0.8 million.

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 the father of the Company’s President and Chief Executive Officer, Jon Isaac, currently serves as the Interim Chief Executive Officer, President, and a director of ALT5 Sigma Corporation (“ALT5”), formerly JanOne Inc.

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

Customer Connexx LLC, formerly a subsidiary of ALT5, previously rented approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet.

ALT5 paid the Company $ 59,000 and $ 27,000 in rent and other reimbursed expenses for three months ended December 31, 2025 and 2024, respectively.

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

1 unchanged sentence

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.

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.

30 unchanged sentences

The parties completed expert discovery in September 2024 and filed cross Motions for Summary Judgment in October 2024.

The court has not ruled on the motions for summary judgment and the case is on hold until the motions are ruled upon.

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.

Sieggreen Class Action

10 unchanged sentences

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 fact and expert discovery is scheduled to conclude by June 29, 2027.

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

3 unchanged sentences

The Complaint was later amended as a matter of right on October 4, 2022.

Sanchez also notified the Labor & Workforce Development Agency of her intent to exhaust administrative remedies and pursue additional claims under the California Labor Code Private Attorneys General Act (“PAGA”), which permits employees to assert claims for certain Labor Code violations on behalf of all aggrieved employees to recover statutory penalties.

The parties agreed to mediation and exchanged materials in preparation.

However, opposing counsel has repeatedly postponed mediation following an initial request and missed a key deadline to compel discovery.

As of now, no mediation has been scheduled.

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.

The Company is involved in various claims and lawsuits arising in the normal course of business.

30 unchanged sentences

The CODM does not review any measures of significant segment expenses beyond those reflected in the tables below (in $000’s ):

Three Months Ended December 31, 2025 Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Total Reportable Segments Corporate and Other Intercompany Eliminations Total

$ 23,621 $ 25,327 $ 28,861 $ 31,862 $ 109,671 $ 7 $ ( 1,134 ) $ 108,544

Three Months Ended March 31, 2026

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Cost of revenue

10,048 17,301 21,636 25,514 74,499 5 ( 1,313 ) 73,191

13,573 8,026 7,225 6,348 35,172 2 179 35,353

Gross profit percentage

57.5 % 31.7 % 25.0 % 19.9 % 32.1 % — % — % 32.6 %

Operating expenses:

General and administrative expenses

8,732 11,483 1,383 4,597 26,195 1,168 479 27,842

Sales and marketing expenses

175 231 3,517 131 4,054 6 — 4,060

Impairment expense

Total operating expenses

8,907 11,714 4,900 4,728 30,249 1,174 479 31,902

Operating income (loss)

1 unchanged sentence

Interest expense, net

Other income (expense), net 22 38 9 ( 53 ) 16 5 — 21

Other income, net

Total expense, net

Income (loss) before income taxes

Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Income (loss) before income taxes

Interest income (expense), net

Depreciation and amortization

Impairment of goodwill

Employee Retention Credit

Other adjustments

Adjusted EBITDA

Three Months Ended March 31, 2025

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Cost of revenue

Gross profit percentage

Operating expenses:

General and administrative expenses

Sales and marketing expenses

Total operating expenses

Operating income (loss)

Other income (expense):

Interest expense, net

Other income, net

Total income (expense), net

Income (loss) before income taxes

Adjusted EBITDA Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Total Reportable Segments Corporate and Other Intercompany Eliminations Total

Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Income (loss) before income taxes

1 unchanged sentence

Depreciation and amortization

Gain on note modification

Other adjustments

Adjusted EBITDA

Three Months Ended December 31, 2024 Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Total Reportable Segments Corporate and Other Intercompany Eliminations Total

$ 21,274 $ 31,747 $ 29,168 $ 33,287 $ 115,476 $ 56 $ ( 4,024 ) $ 111,508

Six Months Ended March 31, 2026

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Cost of revenue

9,230 19,944 22,913 27,310 79,397 5 ( 3,256 ) 76,146

12,044 11,803 6,255 5,977 36,079 51 ( 768 ) 35,362

Gross profit percentage

56.6 % 37.2 % 21.4 % 18.0 % 31.2 % — % — % 31.7 %

Operating expenses:

General and administrative expenses

8,480 13,709 1,634 4,646 28,469 1,602 — 30,071

Sales and marketing expenses

157 267 3,970 129 4,523 6 — 4,529

Impairment expense

Total operating expenses

8,637 13,976 5,604 4,775 32,992 1,608 — 34,600

Operating income (loss)

4 unchanged sentences

Income (loss) before income taxes

Adjusted EBITDA Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Total Reportable Segments Corporate and Other Intercompany Eliminations Total

Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Income (loss) before income taxes

1 unchanged sentence

Depreciation and amortization

Impairment expense

Employee Retention Credit

Other adjustments

Adjusted EBITDA

Six Months Ended March 31, 2025

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Cost of revenue

Gross profit percentage

Operating expenses:

General and administrative expenses

Sales and marketing expenses

Total operating expenses

Operating income (loss)

Other income (expense):

Interest expense, net

Other income, net

Total income (expense), net

Income (loss) before income taxes

Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Income (loss) before income taxes

Interest expense, net

Depreciation and amortization

Gain on note modification

Other adjustments

Adjusted EBITDA

Subsequent Events

The Company has evaluated subsequent events through the filing of this Form 10 -Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements.

MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the three and six months ended March 31, 2026, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the condensed consolidated financial statements, including the related notes, appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (the “2025 Form 10-K”).

Note about Forward-Looking Statements

This Quarterly Report on Form 10-Q includes statements that constitute “forward-looking statements.” These forward-looking statements are often characterized by the terms “may,” “believes,” “projects,” “intends,” “plans,” “expects,” or “anticipates,” and do not reflect historical facts.

Specific forward-looking statements contained in this portion of the Quarterly Report include, but are not limited to:

(i) statements that are based on current projections and expectations about the markets in which we operate, (ii) statements about current projections and expectations of general economic conditions, (iii) statements about specific industry projections and expectations of economic activity, (iv) statements relating to our future operations, prospects, results, and performance, (v)

statements that the cash on hand and additional cash generated from operations together with potential sources of cash through issuance of debt or equity will provide the Company with sufficient liquidity for the next 12 months, and (vi) statements that the outcome of pending legal proceedings will not have a material adverse effect on business, financial position and results of operations, cash flow or liquidity.

Forward-looking statements involve risks, uncertainties, and other factors, which may cause our actual results, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements.

Factors and risks that could affect our results, future performance and capital requirements and cause them to materially differ from those contained in the forward-looking statements include those identified in our 2025 Form 10-K under Item 1A “Risk Factors” and Part II, Item 1A.

"Risk Factors" below, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may generally affect our business, results of operations, and financial position.

Forward-looking statements speak only as of the date the statements were made.

We do not undertake and specifically decline any obligation to update any forward-looking statements except as required by federal securities laws.

Any information contained on our website www.liveventures.com or any other websites referenced in this Quarterly Report are not incorporated into and should not be deemed a part of this Quarterly Report.

Live Ventures Incorporated is a holding company of diversified businesses, which, together with our subsidiaries, we refer to as the “Company”, “Live Ventures”, “we”, “us” or “our”.

We acquire and operate companies in various industries that have historically demonstrated a strong history of earnings power.

We currently have five segments to our business:

Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other.

Under the Live Ventures brand, we seek opportunities to acquire profitable and well-managed companies.

We work closely with consultants who help us identify target companies that fit within the criteria we have established for opportunities that will provide synergies with our businesses.

Our principal offices are located at 8548 Rozita Lee Ave., Suite 305, Las Vegas, Nevada 89113, our telephone number is (702) 997-5968, and our corporate website (which does not form part of this Quarterly Report on Form 10-Q) is located at www.liveventures.com.

Our common stock trades on the Nasdaq Capital Market under the symbol “LIVE”.

Retail-Entertainment Segment

Our Retail-Entertainment Segment is composed of Vintage Stock, Inc., doing business as Vintage Stock, V-Stock, Movie Trading Company and EntertainMart (collectively, “Vintage Stock”).

Vintage Stock is an award-winning specialty entertainment retailer that offers a large selection of entertainment products, including new and pre-owned movies, video games and music products, as well as ancillary products, such as books, 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 28 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 is a leading carpet manufacturer and distributor of carpet and hard-surface flooring products.

Over the last decade, Marquis has been an innovator and leader in the value-oriented polyester carpet sector, which is currently the market’s fastest-growing fiber category.

Marquis focuses on the residential, niche commercial, and hospitality end-markets and serves thousands of customers.

Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service.

Its innovation has yielded products and technologies that differentiate its brands in the flooring marketplace.

Marquis’s state-of-the-art operations enable high quality products, unique customization, and short lead-times.

Furthermore, the Company has recently invested in additional capacity to grow several attractive lines of business, including printed carpet and yarn extrusion.

Steel Manufacturing Segment

Our Steel Manufacturing segment is comprised of Precision Metal Works, Inc.

(“PMW”), Precision Industries, Inc.

(“Precision Marshall”), and its wholly-owned subsidiaries The Kinetic Co., Inc.

(“Kinetic”), and Central Steel Fabricators, LLC.

(“Central Steel”) .

Precision Marshall 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, Live acquired PMW.

Founded in 1947 in Louisville, Kentucky, PMW manufactures and supplies highly engineered parts and components across 400,000 square feet of manufacturing space.

PMW offers world-class metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices.

On May 17, 2024, Precision Marshall acquired Central Steel.

Founded in 1969 in Chicago, Illinois, Central Steel is a manufacturer of specialized fabricated metal products.

Central Steel offers over 2,300 unique products to more than 500 customers.

Its extensive product line, primarily for data centers, includes cable racks, auxiliary framing, hardware, insulation products, and network bays.

Corporate and Other Segment

Our Corporate and Other segment consists of certain corporate general and administrative costs, and operations of certain legacy products and service offerings for which we are no longer accepting new customers .

Intercompany Eliminations

Intercompany eliminations include the elimination of intercompany sales, cost of goods sold, profit in inventory, and intercompany accounts payable and receivable in consolidation.

Segment results are presented before these eliminations.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Preparation of these statements requires us to make judgments and estimates.

Some accounting policies have a significant and material impact on amounts reported in these financial statements.

Estimates and assumptions are based on management's experience and other information available prior to the issuance of our financial statements.

Our actual realized results may differ materially from management’s initial estimates as reported.

Our critical and significant accounting policies include Trade Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes.

For a summary of our significant accounting policies and the means by which we develop estimates thereon, see Part II, Item 8 – Financial Statement and Supplementary Data - Notes to Consolidated Financial Statements Note 2 – Summary of Significant Accounting Policies in our 2025 Form 10-K.

Adjusted EBITDA

We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA”, which is a non-GAAP financial measure.

We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges.

We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’ ability to fund acquisitions and other capital expenditures, and to service its debt.

Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance.

Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company's financial performance, subject to certain adjustments.

Adjusted EBITDA does not represent cash flows from operations, as defined by GAAP, and should not be construed as an alternative to net income or loss and is indicative neither of our results of operations, nor of cash flows available to fund all our cash needs.

It is, however, a measurement that the Company believes is useful to investors in analyzing its operating performance.

Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with 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.

Results of Operations Three Months Ended March 31, 2026 and 2025

The following table sets forth certain statement of income items and as a percentage of revenue, for the three months ended March 31, 2026 and 2025 (in $000’s):

Three Months Ended

March 31, 2026

Three Months Ended

March 31, 2025

Selected Data

General and administrative expenses

Sales and marketing expenses

Interest expense, net

Income (loss) before provision for income taxes

Provision for (benefit from) income taxes

Net income (loss)

Adjusted EBITDA (a)

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & Other

Total Adjusted EBITDA

Adjusted EBITDA as a percentage of revenue

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & Other

Consolidated adjusted EBITDA as a percentage of revenue

(a) See reconciliation of net income to Adjusted EBITDA below.

The following table sets forth revenue by segment (in $000’s):

For the Three Months

Ended March 31, 2026

For the Three Months

Ended March 31, 2025

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & Other

Total Revenue

The following table sets forth gross profit earned by segment and gross profit as a percentage of total revenue for each segment (in $000’s):

For the Three Months

Ended March 31, 2026

For the Three Months

Ended March 31, 2025

Profit % of Total Revenue

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & Other

Total Gross Profit

Revenue decreased approximately $4.1 million, or 3.8%, to $102.9 million for the quarter ended March 31, 2026, compared to $107.0 million in the prior-year period.

The decrease primarily reflects a decline of approximately $7.2 million in the Retail-Flooring segment, partially offset by an increase of approximately $2.7 million in the Retail-Entertainment segment.

Gross profit decreased approximately $0.6 million, or 1.6%, to $34.6 million for the quarter ended March 31, 2026, compared to $35.1 million in the prior-year period, driven primarily by lower revenues in the Retail-Flooring segment.

Gross margin increased 80 basis points to 33.6%, compared to 32.8% in the prior-year period, reflecting improved margins in the Steel Manufacturing, Flooring Manufacturing, and Retail - Flooring segments as well as a more favorable revenue mix, as the higher-margin Retail-Entertainment segment represented a larger share of consolidated revenue.

General and Administrative Expense

General and Administrative expenses decreased by 2.3% to approximately $27.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.

The decrease was driven primarily by targeted cost‑reduction initiatives in our Retail‑Flooring and Flooring Manufacturing segments, including lower compensation expense and reduced professional fees, partially offset by increased compensation and occupancy costs in our Retail-Entertainment segment.

Sales and Marketing Expense

Sales and marketing expense increased 3.4% to approximately $4.9 million for the three months ended March 31, 2026, compared with the three months ended March 31, 2025, primarily reflecting higher sales and marketing activity in the Retail Flooring segment.

Impairment of Goodwill

During the three months ended March 31, 2026, PMW recognized a $4.0 million goodwill impairment charge due to sustained operating losses and revenue and gross margin performance below internal projections (see Note 7).

No goodwill impairment charges were recognized during the three months ended March 31, 2025.

Interest Expense, net

Interest expense, net, was approximately $3.9 million for the three months ended March 31, 2026, and flat

as compared to the three months ended March 31, 2025 due to lower average debt balances.

Results of Operations Six Months Ended March 31, 2026 and 2025

The following table sets forth certain statement of income items and as a percentage of revenue, for the six months ended March 31, 2026 and 2025 (in $000’s):

For the Six Months

Ended March 31, 2026

For the Six Months

Ended March 31, 2025

Statement of Income Data:

General and administrative expenses

Sales and marketing expenses

Interest expense, net

Income (loss) before provision for income taxes

Provision for (benefit from) income taxes

Net income (loss)

Adjusted EBITDA (a)

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & Other

Total Adjusted EBITDA

Adjusted EBITDA as a percentage of revenue

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & Other

Consolidated adjusted EBITDA as a percentage of revenue

(a) See reconciliation of net income to Adjusted EBITDA below.

The following table sets forth revenue by segment (in $000’s):

For the Six Months

Ended March 31, 2026

For the Six Months

Ended March 31, 2025

Total Revenue

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & other

Total Revenue

The following table sets forth gross profit earned by segment and gross profit as a percentage of total revenue for each segment (in $000’s):

For the Six Months

Ended March 31, 2026

For the Six Months

Ended March 31, 2025

Profit % of Total Revenue

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Intercompany Eliminations

Corporate & other

Total Gross Profit

Revenue decreased approximately $7.1 million, or 3.2%, to $211.4 million for the six months ended March 31, 2026, compared to revenue of $218.5 million in the prior-year period.

Net of intercompany sales eliminations, the decrease primarily reflects a decline of approximately $12.2 million in the Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing segments, partially offset by an increase of approximately $5.1 million in the Retail-Entertainment segment.

Gross profit decreased by approximately $0.6 million, or 0.8%, to approximately $69.9 million for the six months ended March 31, 2026, compared to $70.5 million in the prior-year period, primarily due to lower revenue in the Retail-Flooring segment.

Gross margin increased 80 basis points to 33.1%, compared to 32.3% in the prior-year period, reflecting improved operating efficiencies in the Flooring Manufacturing and Steel Manufacturing segments, as well as a more favorable revenue mix, as the higher-margin Retail-Entertainment segment represented a larger share of consolidated revenue.

General and Administrative Expense

General and Administrative expenses decreased by 4.9% to approximately $55.5 million for the six months ended March 31, 2026, as compared to the prior-year period.

The decrease was driven primarily by targeted cost‑reduction initiatives in our Retail‑Flooring, Flooring Manufacturing, and Corporate and Other segments, including lower compensation expense and reduced professional fees, partially offset by increased compensation and occupancy costs in our Retail-Entertainment segment.

Sales and Marketing Expense

Sales and marketing expense decreased by 3.3% to approximately $9.0 million for the six months ended March 31, 2026, as compared to the prior-year period, primarily due to reduced sales and marketing activities in our Flooring Manufacturing segment.

Impairment of Goodwill

During the six months ended March 31, 2026, PMW recognized a $4.0 million goodwill impairment charge due to sustained operating losses and revenue and gross margin performance below internal projections (see Note 7).

No goodwill impairment charges were recognized during the six months ended March 31, 2025.

Interest Expense, net

Interest expense, net, decreased by approximately $0.6 million for the six months ended March 31, 2026 as compared to the six months ended March 31, 2025 due to lower average debt balances.

Results of Operations by Segment for the Three Months Ended March 31, 2026 and 2025

For the Three Months Ended March 31, 2026

For the Three Months Ended March 31, 2025

Retail-Entertainment

Retail-Flooring

Manufacturing

I/C Eliminations

Retail-Entertainment

Retail-Flooring

Manufacturing

I/C Eliminations

Cost of Revenue

General and Administrative Expense

Selling and Marketing Expense

Impairment Expense

Operating Income (Loss)

Retail-Entertainment Segment

Retail-Entertainment segment revenue for the quarter ended March 31, 2026 was $21.2 million, an increase of approximately $2.7 million, or 14.8%, compared to $18.5 million in the prior-year period.

The revenue growth was driven by strong consumer demand across all product lines.

Gross margin for the quarter decreased to 57.9%, from 59.1% in the prior-year period, reflecting a shift in the sales mix toward new products, which typically have lower margins.

Operating income for the quarter ended March 31, 2026 was $3.3 million compared to y $2.5 million in the prior-year period.

Strong revenue growth and disciplined management of general and administrative expenses drove the improvement in operating results.

Retail-Flooring Segment

Retail-Flooring segment revenue for the quarter ended March 31, 2026 was $20.2 million, a decrease of approximately $7.2 million, or 26.2%, compared to $27.4 million in the prior-year period.

The decline was primarily driven by lower retail and contractor sales due to the continued headwinds in the new-home construction and home-refurbishment markets.

Gross margin for the quarter was 34.9%, compared to 34.4% in the prior-year period.

The increase was primarily due to sales mix.

Operating loss for the quarter ended March 31, 2026 was $4.6 million, compared to an operating loss of $2.7 million in the prior-year period.

The increase in operating loss was driven mainly by lower revenue and gross profit, partially offset by lower general and administrative expenses resulting from cost-reduction initiatives implemented during fiscal year 2025.

Flooring Manufacturing Segment

Flooring Manufacturing segment revenue for the quarter ended March 31, 2026 was $30.3 million, a decrease of approximately $1.0 million, or 3.2%, compared to $31.3 million in the prior-year period.

The decline was primarily attributable to reduced demand in the new-home construction and home-refurbishment markets.

Net of intercompany eliminations, revenue decreased approximately $0.6 million compared to the prior-year period.

Gross margin for the quarter increased to 26.9%, compared to 26.5% in the prior-year period.

The increase in gross margin was primarily due to improved manufacturing efficiency.

Operating income for the quarter ended March 31, 2026 was $2.0 million, compared to $1.6 million for the prior-year period.

The increase in operating income was primarily due to improved gross margins and lower operating expenses resulting from cost-reduction initiatives.

Steel Manufacturing Segment

Steel Manufacturing segment revenue for the quarter ended March 31, 2026 was $32.5 million, an increase of approximately $1.1 million, or 3.4%, compared to $31.5 million in the prior-year period.

The increase in revenue was primarily driven by higher sales volumes in the fabricated, hardened wear, and tool and die businesses, partially offset by lower revenue in the metal forming, assembly, and finishing solutions business.

Net of intercompany eliminations, revenue increased approximately $0.9 million compared to the prior-year period.

Gross margin was 22.1% for the quarter, compared to 21.0% for the prior-year period.

The increase in gross margin was primarily due to a more favorable sales mix.

Operating loss was $1.7 million for the quarter ended March 31, 2026 compared to operating income of $2.2 million in the prior-year period, representing a $3.9 million year-over-year decrease.

The decrease was primarily driven by a non-cash goodwill impairment charge of a $4.0 million related to PMW.

Corporate and Other Segment

Corporate and Other segment operating loss was $0.9 million and $1.3 million for the quarters ended March 31, 2026, and 2025, respectively.

The reduction in operating loss was primarily attributable to lower corporate expenses, including compensation and professional fees.

Results of Operations by Segment for the Six Months Ended March 31, 2026 and 2025

For the Six Months Ended March 31, 2026

For the Six Months Ended March 31, 2025

Retail-Entertainment

Retail-Flooring

Manufacturing

I/C Eliminations

Retail-Entertainment

Retail-Flooring

Manufacturing

I/C Eliminations

Cost of Revenue

General and Administrative Expense

Selling and Marketing Expense

Impairment Expense

Operating Income (Loss)

Retail-Entertainment Segment

Retail-Entertainment segment revenue for the six months ended March 31, 2026 was $44.8 million, an increase of approximately $5.1 million, or 12.8%, compared to $39.7 million in the prior-year period.

The revenue growth was driven by strong consumer demand across all product lines.

Gross margin for the six months ended March 31, 2026 was 57.7%, essentially flat compared to 57.8% in the prior-year period.

Operating income for the six months ended March 31, 2026 was $8.0 million compared to $5.9 million in the prior-year period.

Strong revenue growth and disciplined management of general and administrative expenses drove continued improvement in operating results.

Retail-Flooring Segment

Retail Flooring segment revenue for the six months ended March 31, 2026 was $45.5 million, a decrease of approximately $13.6 million, or 23.0%, compared to $59.1 million in the prior-year period.

The decline was primarily driven by lower retail and contractor sales due to the continued headwinds in the new-home construction and home-refurbishment markets.

Gross margin for the six months ended March 31, 2026 was 33.1%, compared to 35.9% in the prior-year period.

The decrease in gross margin was primarily due to a less favorable overall product mix.

Operating loss for the six months ended March 31, 2026 was $8.3 million, compared to an operating loss of $4.9 million in the prior-year period.

The increase in operating loss was driven mainly by lower revenue and gross margin, partially offset by reduced operating expenses resulting from cost-reduction initiatives implemented during fiscal year 2025.

Flooring Manufacturing Segment

Flooring Manufacturing segment revenue for the six months ended March 31, 2026 was $59.1 million, a decrease of approximately $1.3 million, or 2.2%, compared to $60.5 million in the prior-year period.

The decline was primarily attributable to reduced demand in the new-home construction and home-refurbishment markets.

Net of intercompany eliminations, revenue increased approximately $1.3 million compared to the prior‑year period.

Gross margin for the six months ended March 31, 2026 increased to 26.0% from 24.1% in the prior‑year period, primarily due to improved manufacturing efficiency.

Operating income for the six months ended March 31, 2026, was $4.3 million, an increase of 92.0%, compared to $2.2 million for the prior-year period.

The improvement in operating income reflects the combined impact of higher gross margins and the ongoing benefits of cost‑reduction actions implemented across the segment.

Steel Manufacturing Segment

Steel Manufacturing segment revenue for the six months ended March 31, 2026 was $64.4 million, a decrease of approximately $0.4 million, or 0.6%, compared to $64.8 million in the prior-year period.

The decline in revenue was primarily attributable to lower sales in the metal forming, assembly, and finishing solutions business, partially offset by increased sales volumes in the fabricated, hardened wear, and tool and die businesses.

Net of intercompany sales eliminations, revenue increased approximately $0.2 million compared to the prior-year period.

Gross margin increased to 21.0% for the six months ended March 31, 2026, compared to 19.4% for the prior-year period.

The increase in gross margin was primarily due to a more favorable sales mix.

Operating loss for the six months ended March 31, 2026 was $50,000, compared to operating income of $3.4 million in the prior-year period, a decrease of approximately $3.3 million driven primarily by a non-cash goodwill impairment charge of approximately $4.0 million related to PMW.

Corporate and Other Segment

Corporate and Other segment operating loss was $2.1 million and $2.9 million for the six months ended March 31, 2026, and 2025, respectively.

The reduction in operating loss was primarily attributable to lower corporate expenses, including compensation and professional fees.

Adjusted EBITDA Reconciliation

The following table presents a reconciliation of net income to Adjusted EBITDA for the three and six months ended March 31, 2026 and 2025 (in 000's):

For the Three Months Ended

For the Six Months Ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Net income (loss)

Depreciation and amortization

Stock-based compensation

Interest expense, net

Income tax expense (benefit)

Gain on extinguishment of debt

Gain on modification of seller note

Gain on settlement of earnout liability

Impairment of goodwill

Employee Retention Credit

Debt acquisition costs

Other non-recurring charges

Adjusted EBITDA

Adjusted EBITDA for the quarter ended March 31, 2026 was approximately $5.9 million, a decrease of approximately $0.6 million, or 8.8%, compared to the prior-year period.

The decrease is primarily due to a decrease in gross profit, as discussed above.

Adjusted EBITDA for the six months ended March 31, 2026 was approximately $13.7 million, an increase of approximately $1.5 million, or 12.2%, compared to the prior-year period.

The increase is primarily due to a decrease in operating expenses.

Liquidity and Capital Resources

As of March 31, 2026, we had total cash on hand of approximately $15.2 million and approximately $24.6 million of available borrowing under our revolving credit facilities.

As we continue to pursue acquisitions and other strategic transactions to expand and grow our business, we regularly monitor capital market conditions and may raise additional 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.

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.

As of March 31, 2026, all of PMW’s outstanding long‑term debt obligations, totaling approximately $10.5 million, have been reclassified to 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.

Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities, and funds available under our asset-based revolver lines of credit will provide sufficient liquidity to do the following:

fund our operations;

pay our scheduled loan payments;

ability to repurchase shares under our share buyback program;

and, pay dividends on our shares of Series E Preferred Stock as declared by the Board of Directors, for at least the next 12 months.

Working Capital

We had working capital of approximately $74.4 million as of March 31, 2026, as compared to working capital of approximately $62.1 million as of September 30, 2025;

an increase of approximately $12.3 million.

The increase was primarily driven by an aggregate decrease in current liabilities of approximately $6.0 million, reflecting reductions in the current portion of long‑term debt and income taxes payable.

These changes were partially offset by an aggregate increase in current assets of approximately $6.3 million, driven by increases in cash and inventories.

Cash Flows from Operating Activities

The Company’s cash, as of March 31, 2026, was approximately $15.2 million compared to approximately $8.8 million as of September 30, 2025, an increase of approximately $6.4 million.

Net cash provided by operations was approximately $7.1 million and $9.6 million for the six months ended March 31, 2026 and 2025, respectively.

The decrease was primarily driven by an increase in inventory levels to support operational demand, which represented a use of cash compared to the prior period.

Operating cash flows were also unfavorably impacted by an increase in income taxes receivable resulting from the timing of tax payments relative to expense accruals.

These uses of cash were partially offset by a favorable change in accrued liabilities, reflecting the timing of accrued obligations, as well as a normalization of vendor payment timing in accounts payable compared to the prior period.

Our primary sources of cash inflows are from customer receipts from sales on account and factored accounts receivable proceeds.

Our most significant cash outflows include payments for raw materials and general operating expenses, including payroll costs and general and administrative expenses that typically occur within close proximity of expense recognition.

Cash Flows from Investing Activities

Our cash flows used in investing activities of approximately $3.3 million for the six months ended March 31, 2026 consisted of purchases of property and equipment.

Our cash flows used in investing activities of approximately $4.3 million for the six months ended March 31, 2025 consisted of the acquisitions of CRO by Flooring Liquidators, and Johnson by CRO, and purchases of property and equipment.

Cash Flows from Financing Activities

Our cash flows provided by financing activities of approximately $2.5 million during the six months ended March 31, 2026 consisted of proceeds from the issuance of notes payable of approximately $9.8 million and net borrowings under revolver loans, partially offset by payments on notes payable of approximately $8.3 million, payments for finance leases of approximately $2.1 million, payments for debt issuance costs of approximately $0.9 million, and payments on related party seller notes of approximately $140,000.

Our cash flows used in financing activities of approximately $3.0 million during the six months ended March 31, 2025 consisted of payments on notes payable of approximately $3.4 million, payments for finance leases of approximately $2.0 million, cash paid for the settlement of seller notes of approximately $1.9 million, net borrowings under revolver loans of approximately $1.3 million, payments of related party notes payable of $0.6 million, and purchases of treasury stock of approximately $0.4 million, partially offset by net borrowings under related party revolver loans of approximately $4.3 million, proceeds from the issuance related party notes payable of approximately $1.9 million, and proceeds from the issuance of notes payable of approximately $0.5 million.

Currently, we are not issuing common shares for liquidity purposes.

We prefer to use asset-based lending arrangements and mezzanine financing together with Company provided capital to finance acquisitions and have done so historically.

Occasionally, as our Company history has demonstrated, we will issue stock and derivative instruments linked to stock for services or debt settlement.

Future Sources of Cash;

New Products and Services

We may require additional debt financing or capital to finance new acquisitions, refinance existing indebtedness or other strategic investments in our business.

Other sources of financing may include stock issuances and additional loans;

or other forms of financing.

Any financing obtained by us may further dilute or otherwise impair the ownership interest of our existing stockholders.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2026, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required.

We do not believe we are subject to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements