What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-14 · 332 added, 369 removed, 846 unchanged (45% of the section changed)

3 unchanged sentences

(dollars in thousands, except per-share amounts)

March 31, 2026

June 30, 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

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

Inventories, net

17 unchanged sentences

Long-term debt, net of current portion

Lease obligation long term - operating leases

Lease obligation long term - finance leases

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

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

Notes payable - related parties, net of current portion

Seller notes - related parties

Seller notes, net of current portion - related parties

Deferred tax liability

3 unchanged sentences

Stockholders' equity:

Series E convertible preferred stock, $ 0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at March 31, 2026 and September 30, 2025, with a liquidation preference of $ 0.30 per share outstanding

Common stock, $ 0.001 par value, 10,000,000 shares authorized, 3,071,656 shares issued and outstanding at March 31, 2026 and September 30, 2025

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

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

Paid in capital

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

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

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

Retained earnings

5 unchanged sentences

(dollars in thousands, except per-share amounts)

For the Three Months Ended March 31,

For the Six Months Ended March 31,

Cost of revenues

For the Three Months Ended June 30,

For the Nine Months Ended June 30,

Cost of revenue

Operating expenses:

3 unchanged sentences

Total operating expenses

Operating income (loss)

Other income (expense):

Operating income

Other (expense) income:

Interest expense, net

1 unchanged sentence

Gain on settlement of earnout liability

Gain on settlement of holdback liability

Employee Retention Credit

3 unchanged sentences

Income (loss) before provision for income taxes

Provision for (benefit from) income taxes

Net income (loss)

Income (loss) per share:

Provision for income taxes

Net (loss) income

(Loss) income per share:

Weighted average common shares outstanding:

3 unchanged sentences

(dollars in thousands)

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Operating Activities:

Net income (loss)

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

Net (loss) income

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

Depreciation and amortization

1 unchanged sentence

Amortization of seller note discount

Gain on settlement of holdback liability

Loss on disposal of fixed assets

23 unchanged sentences

Financing Activities:

Net borrowings (payments) under revolver loans

Net payments under revolver loans

Net borrowings under related party revolver loans

3 unchanged sentences

Payments on related party notes payable

Payments on related party seller notes payable

Cash paid for debt issuance costs

2 unchanged sentences

Cash paid for settlement of seller notes

Net cash provided by (used in) financing activities

Net cash used in financing activities

Change in cash

5 unchanged sentences

Noncash financing and investing activities:

Noncash debt acquisition costs for Flooring Liquidators debt refinancing

ROU assets obtained in exchange for lease liabilities

Noncash in-substance distribution

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

8 unchanged sentences

Balance, March 31, 2026

Stock based compensation

Balance, June 30, 2026

Preferred Stock

6 unchanged sentences

Balance, March 31, 2025

Purchase of common treasury stock

Stock based compensation

In-substance distribution

Balance, June 30, 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 AND SIX MONTHS ENDED MARCH 31, 2026 AND 2025

FOR THE three and nine months ended June 30, 2026 and 2025

(dollars in thousands, except per-share amounts)

20 unchanged sentences

In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods.

The results of operations for the three and six months ended March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026.

The results of operations for the three and nine months ended June 30, 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.

2 unchanged sentences

Principles of Consolidation

The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control.

The unaudited condensed consolidated financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control.

All intercompany accounts and transactions have been eliminated in consolidation.

2 unchanged sentences

Actual results could differ from those estimates, and those differences could be material.

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

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

Revenue Recognition

39 unchanged sentences

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.

ASU 2023‑09 is effective for fiscal years beginning after December 15, 2024, and will therefore be adopted in the Company’s Annual Report on Form 10‑K for the fiscal year ending September 30, 2026.

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.

2 unchanged sentences

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 March 31, 2026 and September 30, 2025 (in $000's ):

Inventory, net

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

September 30,

Inventory, net

Raw materials

4 unchanged sentences

Property and Equipment

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

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

September 30,

7 unchanged sentences

Total property and equipment, net

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.

Depreciation expense was $ 2.6 million and $ 3.3 million for the three months ended June 30, 2026 and 2025 , respectively, and $ 7.9 million and $ 9.6 million for the nine months ended June 30, 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 March 31, 2026 and September 30, 2025 (in $000's ):

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

September 30,

3 unchanged sentences

Current - finance

Long term - operating

Long term - finance

As of March 31, 2026, the weighted average remaining lease term for operating leases is 9.2 years.

Long term - operating, net of current portion

Long term - finance, net of current portion

As of June 30, 2026 , the weighted average remaining lease term for operating leases is 9.0 years.

The Company's weighted average discount rate for operating leases is 9.8 %.

Total cash payments for operating leases for the six months ended March 31, 2026 and 2025 were approximately $ 9.0 million and $ 9.4 million, respectively.

Additionally, the Company recognized approximately $ 15.3 million in right of use assets and liabilities upon commencement of operating leases during the six months ended March 31, 2026.

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

Twelve months ended March 31,

Total cash payments for operating leases for the nine months ended June 30, 2026 and 2025 were approximately $ 13.7 million and $ 14.5 million, respectively.

Additionally, the Company recognized approximately $ 16.9 million in right of use assets and liabilities upon commencement of operating leases during the nine months ended June 30, 2026 .

Total present value of future lease payments of operating leases as of June 30, 2026 (in $000's ):

Twelve months ended June 30,

Less implied interest

Present value of payments

As of March 31, 2026, the weighted average remaining lease term for finance leases is 25.8 years.

As of June 30, 2026 , the weighted average remaining lease term for finance leases is 25.7 years.

The Company's weighted average discount rate for finance leases is 11.3 %.

Total cash payments for finance leases for the six months ended March 31, 2026 and 2025 were approximately $ 2.1 million and $ 2.0 million, respectively.

Total interest paid for finance leases for the six months ended March 31, 2026 and 2025 was approximately $ 2.0 million and $ 2.0 million, respectively.

Additionally, the Company recognized no right of use assets and liabilities upon commencement of finance leases during the six months ended March 31, 2026.

Total cash payments for finance leases for the nine months ended June 30, 2026 and 2025 were approximately $ 3.0 million and $ 2.7 million, respectively.

Total interest paid for finance leases for the nine months ended June 30, 2026 and 2025 was approximately $ 2.9 million and $ 2.9 million, respectively.

Additionally, the Company recognized no right of use assets and liabilities upon commencement of finance leases during the nine months ended June 30, 2026 .

The Company records finance lease right-of-use assets as property and equipment.

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

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

September 30,

2 unchanged sentences

Property and equipment, net

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

Twelve months ended March 31,

Total present value of future lease payments of finance leases as of June 30, 2026 (in $000's ):

Twelve months ended June 30,

Less implied interest

Present value of payments

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

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

September 30,

5 unchanged sentences

Total intangibles, net

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.

Amortization expense was $ 1.3 million for the three months ended June 30, 2026 and 2025 , and $ 3.8 million for the nine months ended June 30, 2026 and 2025 .

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

Twelve months ending March 31,

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

Twelve months ended June 30,

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

Entertainment

Manufacturing

September 30, 2025

Goodwill impairment

March 31, 2026

June 30, 2026

PMW Impairment

8 unchanged sentences

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 March 31, 2026 and September 30, 2025 (in $000's ):

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

September 30,

8 unchanged sentences

Accrued professional fees

Accrued warranties

Accrued expenses - other

1 unchanged sentence

Long-Term Debt

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

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

September 30,

6 unchanged sentences

Total long-term debt

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,

Future maturities of long-term debt at June 30, 2026 , are as follows (which does not include related party debt, which is separately stated) (in $000’s ):

Twelve months ended June 30,

Total future maturities of long-term debt

*Approximately $ 31.3 million of the $ 57.3 million presented above as maturing in the twelve months ended June 30, 2027 relates to revolving credit facilities that are classified as current under GAAP due to certain provisions in those agreements, despite contractual maturities extending beyond one year, as discussed further below.

This amount consists of approximately $ 26.0 million and $ 5.3 million outstanding under the revolving credit facilities of Precision Marshall and Flooring Liquidators, respectively, which are contractually due in December 2028 and May 2029.

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”).

On July 22, 2026, Marquis entered into the Twenty-Third Amendment to its $ 28.0 million revolving credit agreement ("BofA Revolver") with Bank of America, N.A.

("BofA"), which extended the maturity date of the BofA Revolver to October 29, 2026.

The BofA Revolver is an asset-based facility that is secured by substantially all of Marquis' assets.

1 unchanged sentence

Marquis' ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA.

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

As of March 31, 2026 and September 30, 2025, the outstanding balance was approximately $ 12.3 million and $ 11.8 million, respectively.

The BofA Revolver has a variable interest rate and matures on October 29, 2026.

As of June 30, 2026 and September 30, 2025 , the outstanding balance was approximately $ 6.5 million and $ 11.8 million, respectively.

The BofA Revolver requires a lockbox arrangement, under which all receipts are swept daily to reduce outstanding borrowings.

This arrangement, combined with a subjective acceleration clause in the credit agreement, would require the BofA Revolver to be classified as a current liability on the balance sheet.

However, because the BofA Revolver matures on October 29, 2026, it is already classified as a current liability based on its maturity date, irrespective of the lockbox arrangement and subjective acceleration clause.

The acceleration clause permits the lender to forgo additional advances if it determines there has been a material adverse change in the Company's financial position or prospects reasonably likely to have a material adverse effect on its business, condition, operations, performance, or properties.

Management believes no such material adverse change has occurred, and as of June 30, 2026, the lender had not notified the Company of any such determination.

Management believes it will continue to borrow under the BofA Revolver to fund operations through its maturity date.

Legacy Corporate Lending (Precision Marshall)

5 unchanged sentences

The facility matures on December 30, 2028.

As of March 31, 2026, the outstanding balances on the Legacy Revolver, Legacy Term, and Legacy Capex were $ 26.6 million, $ 9.4 million, and $ 0 , respectively.

As of June 30, 2026 , the outstanding balances on the Legacy Revolver, Legacy Term, and Legacy Capex were $ 26.0 million, $ 8.9 million, and $ 0 , respectively.

The Legacy Revolver requires a lockbox arrangement, under which all receipts are swept daily to reduce outstanding borrowings.

This arrangement, combined with a subjective acceleration clause in the credit agreement, requires the Legacy Revolver to be classified as a current liability on the balance sheet, notwithstanding its December 30, 2028 maturity.

Management believes no such material adverse change has occurred, and as of June 30, 2026, the lender had not notified the Company of any such determination.

Management believes it will continue to borrow under the Legacy Revolver to fund operations over the term of the facility.

Loan with Fifth Third Bank (Precision Marshall)

Prior to its refinancing on December 30, 2025 (see above), Precision Marshall maintained a credit facility with Fifth Third Bank.

As of March 31, 2026, all borrowings under the facility had been fully repaid in connection with the refinancing, and Precision Marshall wrote off approximately $ 58,000 of unamortized debt acquisition costs.

Accordingly, the outstanding balances at March 31, 2026 and September 30, 2025 were approximately $ 0 and $ 23.0 million, respectively, for the revolving loan;

As of June 30, 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 June 30, 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;

8 unchanged sentences

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.

As of June 30, 2026 and September 30, 2025 , the outstanding balance on the Eclipse Revolver was approximately $ 5.3 million and $ 6.7 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $ 0.5 million and $ 1.0 million, respectively.

The Eclipse Revolver requires a lockbox arrangement, under which all receipts are swept daily to reduce outstanding borrowings.

This arrangement, combined with a subjective acceleration clause in the credit agreement, requires the Eclipse Revolver to be classified as a current liability on the balance sheet, notwithstanding its May 18, 2029 maturity.

The acceleration clause permits Eclipse to forgo additional advances if it determines there has been a material adverse change in Flooring Liquidators' financial position or prospects reasonably likely to have a material adverse effect on its business, condition, operations, performance, or properties.

Management believes no such material adverse change has occurred, and as of June 30, 2026, Eclipse had not notified Flooring Liquidators of any such determination.

Management believes it will continue to borrow under the Eclipse Revolver to fund operations over the term of the facility.

Loan with Fifth Third Bank (PMW)

8 unchanged sentences

The credit facility matures in July 2026.

During the three months ended March 31, 2026, the Company determined that PMW was in default of the Fixed Charge Coverage Ratio (“FCCR”) covenant under the credit agreement governing its Revolving Credit Facility.

As a result of this default, the lender has the right to accelerate the obligations and declare all amounts outstanding under the Revolving Credit Facility and Fifth Third M&E Loan immediately due and payable.

On March 24, 2026, PMW entered into a Forbearance Agreement and Fifth Amendment to its Revolving Credit Facility with Fifth Third Bank.

Under the agreement, Fifth Third Bank agreed to abstain from exercising its rights and remedies with respect to certain existing events of default through June 15, 2026.

The forbearance is subject to customary conditions, including, among other things, the requirement that PMW (i) deliver an executed commitment letter for a replacement credit facility sufficient to refinance the outstanding obligations in full by March 31, 2026, and PMW has executed and delivered the required commitment letter, and (ii) provide evidence of a fully committed refinancing by May 31, 2026, and with closing to occur no later than June 15, 2026.

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

As of March 31, 2026 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $ 7.3 million and $ 7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $ 3.2 million and $ 3.6 million, respectively.

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, and the parties entered into a Forbearance Agreement and Fifth Amendment dated March 24, 2026 ( “Fifth Amendment”), pursuant to which Fifth Third agreed to forbear from exercising its rights and remedies through June 15, 2026, and reduced the maximum availability under the Fifth Third Revolver from $ 15.0 million to $ 10.0 million.

During the three months ended June 30, 2026, the Fifth Amendment expired without renewal.

As a result, as of June 30, 2026, PMW was in default under its Revolving Credit Facility and related M&E Loan with Fifth Third Bank, and the lender had the right to accelerate all obligations, foreclose on collateral (including substantially all of PMW’s assets), and pursue other available remedies.

Fifth Third’s potentially available rights and remedies are limited solely to PMW and its assets.

Fifth Third has no contractual recourse to the assets of Live Ventures or any of its other subsidiaries.

Acceleration or enforcement could impair the Company’s investment in PMW, eliminate PMW’s contribution to consolidated results, or require financial support that could adversely affect the Company’s liquidity.

As of June 30, 2026, all of PMW’s outstanding long‑term debt, totaling approximately $ 10.5 million, was classified as current.

As of June 30, 2026 and September 30, 2025 , the outstanding balance on the Fifth Third Revolver was approximately $ 7.6 million and $ 7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $ 3.0 million and $ 3.6 million, respectively.

Subsequent to June 30, 2026, on July 19, 2026, PMW and Fifth Third entered into a Forbearance Agreement and Sixth Amendment (the “Sixth Amendment”).

Pursuant to the Sixth Amendment, Fifth Third agreed to forbear on the indebtedness through August 19, 2026.

The Sixth Amendment waives Fixed Charge Coverage testing for June 30, 2026 and for any month‑end during the forbearance period, prohibits payments to the Company or its affiliates, and subjects PMW to certain deliverables established by Fifth Third during the forbearance period.

There can be no assurance PMW will meet these conditions or otherwise repay or refinance the obligations by August 19, 2026 ( see Note 18 ).

Bank Midwest Revolver Loan

1 unchanged sentence

The amended Bank Midwest Revolver carries the same interest rate as the prior amendment and matures on October 17, 2026.

As of March 31, 2026 and September 30, 2025, the outstanding balance on the Bank Midwest Revolver was $ 0 .

As of June 30, 2026 and September 30, 2025 , the outstanding balance on the Bank Midwest Revolver was $ 0 .

Note payable to JCM Holdings

2 unchanged sentences

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

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

As of June 30, 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

10 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 $ 9.0 million as of March 31, 2026 and September 30, 2025, respectively.

The remaining principal balance was approximately $ 9.0 million as of June 30, 2026 and September 30, 2025 , respectively.

Equipment Loans

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

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

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

As of March 31, 2026 and September 30, 2025, the balance was approximately $ 1.4 million and $ 1.7 million, respectively.

As of June 30, 2026 and September 30, 2025 , the balance was approximately $ 1.2 million and $ 1.7 million, respectively.

Note #8 is for approximately $ 3.4 million, secured by equipment.

The Equipment Loan #8 is due September 2027 , payable in 84 monthly payments of $ 46,000 beginning October 2020, bearing interest at 4.0 %.

As of March 31, 2026 and September 30, 2025, the balance was approximately $ 0.8 million and $ 1.1 million, respectively.

As of June 30, 2026 and September 30, 2025 , the balance was approximately $ 0.8 million and $ 1.1 million, respectively.

In December 2021, Marquis funded the acquisition of $ 5.5 million of new equipment under Note #9 of its master agreement.

The Equipment Loan #9, which is secured by the equipment, matures December 2026 , and is payable in 60 monthly payments of $ 92,000 beginning January 2022, with the final payment in the amount of approximately $ 642,000 , bearing interest at 3.75 % per annum.

As of March 31, 2026 and September 30, 2025, the balance was approximately $ 1.4 million and $ 1.9 million, respectively.

As of June 30, 2026 and September 30, 2025 , the balance was approximately $ 1.1 million and $ 1.9 million, respectively.

In December 2022, Marquis funded the acquisition of $ 5.7 million of new equipment under Note #10 of its master agreement.

The Equipment Loan #10, which is secured by the equipment, matures December 2029 , and is payable in 84 monthly payments of $ 79,000 , beginning January 2023, with the final payment in the amount of approximately $ 650,000 , bearing interest at 6.5 %.

As of March 31, 2026 and September 30, 2025, the balance was approximately $ 3.7 million and $ 4.0 million, respectively.

Loan Covenant Compliance

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

As of June 30, 2026 and September 30, 2025 , the balance was approximately $ 3.5 million and $ 4.0 million, respectively.

Notes Payable - Related Parties

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

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

September 30,

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

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

Spriggs Investments, LLC (Flooring Liquidators), 12 % interest rate, matures March 2028

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

4 unchanged sentences

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,

Future maturities of notes payable - related parties at June 30, 2026 are as follows (in $000’s ):

Twelve months ended June 30,

Total future maturities of notes payable - related parties

Related Party Seller Notes

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

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

September 30,

7 unchanged sentences

Long-term portion of seller notes - related parties

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

Twelve months ending March 31,

Future maturities of seller notes at June 30, 2026 are as follows (in $000’s ):

Twelve months ended June 30,

Note Payable to the Sellers of Kinetic

3 unchanged sentences

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.

As of June 30, 2026 and September 30, 2025 , the remaining principal balance was $ 3.0 million.

Note Payable to the Seller of Flooring Liquidators

10 unchanged sentences

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.

As of June 30, 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

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

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

As of June 30, 2026 and September 30, 2025 , the remaining principal balance was $ 0.8 million and $ 1.0 million, respectively.

Stockholders ’ Equity

Series E Convertible Preferred Stock

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

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

Treasury Stock

As of each of March 31, 2026 and September 30, 2025, the Company had 754,391 shares of Treasury Stock.

During the six months ended March 31, 2025, the Company repurchased 47,009 shares of its common stock for approximately $ 416,315 , and the average price paid per share was $ 8.86 .

The Company did not repurchase any shares of its common stock during the six months ended March 31, 2026.

As of each of June 30, 2026 and September 30, 2025 , the Company had 754,391 shares of Treasury Stock.

During the nine months ended June 30, 2025 , the Company repurchased 59,704 shares of its common stock for approximately $ 528,000 , and the average price paid per share was $ 8.85 .

The Company did not repurchase any shares of its common stock during the nine months ended June 30, 2026 .

Stock-Based Compensation

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

The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan.

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

The Company recognized compensation expense of approximately $ 49,000 during each of the three months ended

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

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

The Company recognized compensation expense of approximately $ 50,000 during each of the three months ended June 30, 2026 and 2025 , and approximately $ 150,000 during each of the nine months ended June 30, 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 June 30, 2026 , the Company had approximately $ 0.3 million of unrecognized compensation expense associated with restricted stock awards.

Earnings Per Share

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

Three Months Ended March 31,

Six Months Ended March 31,

Three Months Ended June 30,

Nine Months Ended June 30,

Net income (loss)

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Restricted Stock Units

ICG convertible debt

Series E Preferred Stock

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Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of Common Stock outstanding and the effect of dilutive securities.

No diluted EPS computation was made for the three and six months ended March 31, 2026, as the Company recorded a net loss.

Had the Company calculated diluted EPS for the three and six months ended March 31, 2026, the total assumed weighted average common shares outstanding would have been 4,626,636 , and included 29,110 restricted stock units and approximately 1.5 million shares issuable upon the conversion of debt.

No diluted EPS computation was made for the three or nine months ended June 30, 2026 , as the Company recorded a net loss.

Had the Company calculated diluted EPS for the three and nine months ended June 30, 2026 , the total assumed weighted average common shares outstanding would have been 4,626,636 , and included 29,116 restricted stock units and approximately 1.5 million shares issuable upon the conversion of debt.

Related Party Transactions

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That assessment indicated that the fair value of the amended note, inclusive of the conversion feature, exceeded the fair value of the note without the conversion feature by approximately $ 6.0 million, which was treated as a non-cash capital contribution from the lender for accounting purposes because the lender was the majority shareholder of the Company.

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

As of March 31, 2026, Jon Isaac, through ICG, had the contractual right to acquire up to 1,525,612 shares of the Company’s common stock, based on the outstanding balance of the debt as of that date.

As of March 31, 2026, no obligations under the ICG Revolver have been converted into the Company’s common stock.

As of March 31, 2026 and September 30, 2025, the outstanding balance on the ICG Revolver was $ 12.0 million and $ 11.6 million, respectively.

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 unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity as an “In-Substance Distribution”.

As of June 30, 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 June 30, 2026 , no obligations under the ICG Revolver have been converted into the Company’s common stock.

As of June 30, 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

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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.

As of June 30, 2026 and September 30, 2025 , the outstanding balance on this loan was $ 7.0 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”).

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Interest is payable in arrears on the first business day of each month commencing on January 2, 2025.

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

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

Transactions with Vintage Stock CEO

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On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $ 1.0 million (the "Spriggs Loan II").

The Spriggs Loan II matures on July 31, 2024, and bears interest at a rate of 12 % per annum.

On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan II.

Under the loan modification agreement, upon full principal repayment of the Spriggs Promissory Note I, the Company will make principal payments of not less than $ 300,000 , per each 90 -day period, until the Spriggs Loan II is fully repaid.

Further, under the loan modification agreement, the maturity date of the Spriggs Loan II was extended to July 31, 2025.

On July 30, 2025, the Company entered into a loan modification agreement of the Spriggs Loan II that extends the maturity date to July 31, 2026.

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

As of March 31, 2026 and September 30, 2025, the principal amount owed was $ 0.8 million.

The loan was originally scheduled to mature on July 31, 2024, and bore interest at 12 % per annum.

On February 29, 2024, the Company entered into a loan modification agreement that required principal payments of not less than $ 300,000 per 90‑day period following full repayment of the Spriggs Promissory Note I, and extended the maturity date to July 31, 2025.

Subsequent amendments further extended the maturity date to July 31, 2026, and maintained the monthly payment provisions in effect at that time.

On July 6, 2026, the Company executed an additional loan modification agreement that superseded the prior payment terms, extended the maturity date to March 31, 2028, and provided that all monthly payments through maturity consist solely of interest, with the outstanding principal due in full at maturity.

As of June 30, 2026 and September 30, 2025 , the principal amount owed was $ 0.8 million.

Transactions with ALT5 Sigma Corporation, formerly JanOne Inc.

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

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 AI Financial Corporation (“AI Financial”), formerly ALT5 Sigma Corporation.

Lease Agreement

ALT5 rents approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet.

ALT5 paid the Company $ 88,000 and $ 30,000 in rent and other reimbursed expenses for three months ended March 31, 2026 and 2025, respectively, and $ 168,000 and $ 58,000 for the six months ended March 31, 2026 and 2025, respectively.

AI Financial 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 $ 70,000 and $ 28,000 in rent and other reimbursed expenses for the three months ended June 30, 2026 and 2025 , respectively, and $ 238,000 and $ 86,000 for the nine months ended June 30, 2026 and 2025 , respectively.

Transactions with Spyglass Estate Planning, LLC

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SEC Investigation

On February 21, 2018, the Company received a subpoena from the SEC and a letter from the SEC stating that it was conducting an investigation.

The subpoena requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors.

On August 12, 2020, three of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation.

On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the SEC investigation.

The Wells Notices related to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart, Inc.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law.

The Wells Notices informed the Company and the Executives that the SEC Staff had made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws.

On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13 (a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8 -K filed on February 14, 2018.

The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018.

On August 2, 2021, the SEC filed a civil Complaint in the United States District Court for the District of Nevada naming the Company and two of its executive officers – Jon Isaac, the Company’s current President and Chief Executive Officer, and Virland Johnson, the Company’s former Chief Financial Officer, as defendants (collectively, the “Company Defendants”) as well as certain other related third parties (the “SEC Complaint”).

The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018.

The violations are brought under Section 10 (b) of the Exchange Act and Rule 10b - 5;

Sections 13 (a), 13 (b)( 2 )(B) and 13 (b)( 5 ) of the Exchange Act and Rules 12b - 20, 13a - 1, 13a - 14, 13a - 13, 13b2 - 1, 13b2 - 2;

Section 14 (a) of the Exchange Act and Rule 14a - 3;

and Section 17 (a) of the Securities Act of 1933.

The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties.

The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at www.sec.gov/litigation/litreleases/2021/lr25155.htm.

The Company and certain of its executive officers are defendants in a civil enforcement action filed by the Securities and Exchange Commission (“SEC”) on August 2, 2021, in the United States District Court for the District of Nevada.

The SEC’s Amended Complaint alleges various violations of the federal securities laws related to the Company’s financial reporting, disclosures, and executive compensation during the period from 2016 through 2018.

The SEC seeks remedies including permanent injunctions, officer‑and‑director bars, disgorgement, and civil penalties.

The Company and the executive officers deny the allegations.

On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the SEC complaint.

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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.

The Court has not yet set a trial date for this matter.

Sieggreen Class Action

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The Company filed its response on December 1, 2025, and the parties are currently engaged in discovery.

On July 27, 2026, the Court continued the class certification deadline to November 13, 2026, while discovery remains ongoing.

Wage and Hour Matter

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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.

Counsel for the plaintiff has requested multiple extensions of the mediation timeline and did not meet a previously scheduled discovery‑related deadline.

The case management conference, which had been scheduled for August 3, 2026, was continued to December 7, 2026, with mediation anticipated to occur in October 2026.

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

The ultimate results of claims and litigation cannot be predicted with certainty.

The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows.

The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our unaudited condensed consolidated financial position, results of operations or cash flows.

As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued.

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

Three Months Ended March 31, 2026

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Three Months Ended June 30, 2026

Entertainment

Manufacturing

Cost of revenue

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Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Entertainment

Manufacturing

Income (loss) before income taxes

1 unchanged sentence

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

Three Months Ended June 30, 2025

Entertainment

Manufacturing

Cost of revenue

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Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Entertainment

Manufacturing

Income (loss) before income taxes

1 unchanged sentence

Depreciation and amortization

Gain on note modification

Employee Retention Credit

Holdback settlement

Other adjustments

Adjusted EBITDA

Six Months Ended March 31, 2026

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Nine Months Ended June 30, 2026

Entertainment

Manufacturing

Cost of revenue

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Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Entertainment

Manufacturing

Income (loss) before income taxes

5 unchanged sentences

Adjusted EBITDA

Six Months Ended March 31, 2025

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Nine Months Ended June 30, 2025

Entertainment

Manufacturing

Cost of revenue

11 unchanged sentences

Adjusted EBITDA

Retail-Entertainment

Retail-Flooring

Flooring Manufacturing

Steel Manufacturing

Total Reportable Segments

Corporate and Other

Intercompany Eliminations

Entertainment

Manufacturing

Income (loss) before income taxes

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Gain on note modification

Employee Retention Credit

Other adjustments

1 unchanged sentence

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.

The Company has evaluated subsequent events through the date these unaudited condensed financial statements were issued and determined that the following material events occurred after June 30, 2026 :

Sixth Amendment to Credit Facility - PMW

As discussed in Note 9, PMW was in default under its Revolving Credit Facility and related M&E Loan with Fifth Third Bank as of June 30, 2026.

On July 19, 2026, PMW and Fifth Third entered into the Sixth Amendment, which extended forbearance through August 19, 2026, subject to PMW satisfying certain deliverables established by Fifth Third during the forbearance period.

PMW’s ability to meet these deliverables or otherwise repay or refinance the obligations by August 19, 2026 remains uncertain.

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”).

For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the three and nine months ended June 30, 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 unaudited 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

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

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.

(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.

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

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

(“Central Steel”) .

(“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.

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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.

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

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

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

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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):

Results of Operations Three Months Ended June 30, 2026 and 2025

The following table sets forth certain statement of income items and as a percentage of revenue, for the three months ended June 30, 2026 and 2025 (in $000’s):

Three Months Ended

March 31, 2026

Three Months Ended

March 31, 2025

June 30, 2026

June 30, 2025

Selected Data

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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

For the Three Months Ended

June 30, 2026

June 30, 2025

Retail-Entertainment

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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

For the Three Months Ended

June 30, 2026

June 30, 2025

Retail-Entertainment

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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.

Revenue decreased approximately $3.6 million, or 3.2%, to $108.9 million for the quarter ended June 30, 2026, compared to $112.5 million in the prior-year period.

Revenue decreased primarily due to a decline of approximately $9.0 million in the Retail-Flooring segment, partially offset by increases of approximately $2.4 million in the Retail-Entertainment segment, $1.8 million in the Steel Manufacturing segment, and $1.1 million in the Flooring Manufacturing segment.

Gross profit decreased approximately $1.2 million, or 3.1%, to $37.1 million for the quarter ended June 30, 2026, compared to $38.3 million in the prior-year period.

The decline was driven primarily by lower revenue in the Retail-Flooring segment.

Gross margin increased approximately 10 basis points to 34.1%, compared to 34.0% in the prior-year period, reflecting improved margins in the Retail-Flooring and Steel Manufacturing segments.

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.

General and Administrative expenses increased by approximately 5.0% to $27.6 million for the three months ended June 30, 2026, as compared to $26.3 million for the three months ended June 30, 2025.

The increase was driven primarily by higher compensation in our Retail-Entertainment and Flooring Manufacturing segments and by higher compensation and professional fees at the corporate level.

These increases were partially offset by lower G&A expense in our Retail-Flooring segment, primarily due to reduced compensation, as well as lower G&A expense in our Steel Manufacturing segment due mainly to reduced depreciation and other costs.

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.

Sales and marketing expense increased 5.4% to approximately $4.2 million for the three months ended June 30, 2026, compared with the three months ended June 30, 2025, primarily reflecting higher sales and marketing activity in the Retail-Flooring and Retail-Entertainment segments.

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

Interest expense, net, was approximately $3.8 million for both the three months ended June 30, 2026, and the three months ended June 30, 2025.

Results of Operations Nine Months Ended June 30, 2026 and 2025

The following table sets forth certain statement of income items and as a percentage of revenue, for the nine months ended June 30, 2026 and 2025 (in $000’s):

For the Nine Months Ended

June 30, 2026

June 30, 2025

Statement of Income Data:

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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

For the Nine Months Ended

June 30, 2026

June 30, 2025

Total Revenue

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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

For the Nine Months Ended

June 30, 2026

June 30, 2025

Retail-Entertainment

5 unchanged sentences

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.

Revenue decreased approximately $10.7 million, or 3.2%, to $320.4 million for the nine months ended June 30, 2026, compared to $331.1 million in the prior-year period.

Revenue decreased primarily due to a decline of approximately $22.6 million in the Retail-Flooring segment, partially offset by increases of approximately $7.5 million in the Retail-Entertainment segment, $2.3 million in the Flooring Manufacturing segment, and $2.1 million in the Steel Manufacturing segment.

Gross profit decreased by approximately $1.8 million, or 1.6%, to approximately $107.0 million for the nine months ended June 30, 2026, compared to $108.8 million in the prior-year period, primarily due to lower revenue in the Retail-Flooring segment.

Gross margin increased 50 basis points to 33.4%, compared to 32.9% in the prior-year period, reflecting improved operating efficiencies in the Flooring Manufacturing and Steel Manufacturing segments, as well as a more favorable revenue mix, as the higher-margin Retail-Entertainment segment represented a larger share of consolidated revenue.

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.

General and Administrative expenses decreased by 1.8% to approximately $83.1 million for the nine months ended June 30, 2026, as compared to the prior-year period.

The decrease was driven primarily by targeted cost-reduction initiatives in our Retail-Flooring segment, including lower compensation expense and reduced bank and credit card fees, partially offset by increased compensation, depreciation, and occupancy costs in our Retail-Entertainment segment, as well as higher professional fees in our Retail-Flooring 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.

Sales and marketing expense was essentially unchanged for the nine months ended June 30, 2026, as compared to the prior-year period.

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.

During the nine months ended June 30, 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 nine months ended June 30, 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

Interest expense, net, decreased by approximately $0.7 million for the nine months ended June 30, 2026 as compared to the nine months ended June 30, 2025 due to lower average debt balances.

Results of Operations by Segment for the Three Months Ended June 30, 2026 and 2025

For the Three Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

Entertainment

Manufacturing

I/C Eliminations

Retail-Entertainment

Retail-Flooring

Entertainment

Manufacturing

I/C Eliminations

Cost of Revenue

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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-Entertainment segment revenue for the quarter ended June 30, 2026 was $21.4 million, an increase of approximately $2.4 million, or 12.7%, compared to $19.0 million in the prior-year period.

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

Gross margin was unchanged at 57.4%.

Operating income for the quarter ended June 30, 2026 was $3.1 million compared to $2.3 million in the prior-year period.

The increase in operating income was primarily driven by the segment's revenue growth.

Retail-Flooring 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.

Retail-Flooring segment revenue for the quarter ended June 30, 2026 was $21.4 million, a decrease of approximately $9.0 million, or 29.4%, compared to $30.4 million in the prior-year period.

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

Gross margin 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.

Gross margin increased to 37.1%, compared to 35.5% in the prior-year period, reflecting a more favorable sales mix.

Operating loss for the quarter ended June 30, 2026 was $3.2 million, compared to an operating loss of $0.7 million in the prior-year period.

The increase in operating loss was driven primarily by lower revenue, partially offset by lower general and administrative expenses resulting from cost-reduction initiatives.

Flooring Manufacturing 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.

Flooring Manufacturing segment revenue for the quarter ended June 30, 2026 was $31.8 million, an increase of approximately $0.8 million, or 2.8%, compared to $31.0 million in the prior-year period.

Flooring Manufacturing segment revenue, net of intercompany eliminations, increased approximately $1.1 million compared to the prior-year period.

Gross margin decreased to 25.8%, compared to 27.6% in the prior-year period, primarily due to increased raw material and other input costs.

Operating income for the quarter ended June 30, 2026 was $2.5 million, compared to $2.7 million for the prior-year period.

The decrease was primarily driven by reduced gross margins, partially offset by lower operating expenses resulting from cost reduction initiatives.

Steel Manufacturing 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.

Steel Manufacturing segment revenue for the quarter ended June 30, 2026 was $36.3 million, an increase of approximately $2.5 million, or 7.3%, compared to $33.8 million in the prior-year period.

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

Steel Manufacturing segment revenue, net of intercompany eliminations, increased approximately $1.8 million compared to the prior-year period.

Gross margin was 24.6%, compared to 23.0% in the prior-year period, reflecting a more favorable sales mix.

Operating income was $3.9 million for the quarter ended June 30, 2026 compared to operating income of $2.3 million in the prior-year period.

The increase was primarily driven by improved gross profit and lower operating expenses resulting from cost reduction initiatives.

Corporate and Other 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

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

The change in operating loss is due to the reallocation of certain costs in the prior-year period.

Results of Operations by Segment for the Nine Months Ended June 30, 2026 and 2025

For the Nine Months Ended June 30, 2026

For the Nine Months Ended June 30, 2025

Entertainment

Manufacturing

I/C Eliminations

Retail-Entertainment

Retail-Flooring

Entertainment

Manufacturing

I/C Eliminations

Cost of Revenue

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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-Entertainment segment revenue for the nine months ended June 30, 2026 was $66.3 million, an increase of approximately $7.5 million, or 12.8%, compared to $58.8 million in the prior-year period.

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

Gross margin for the nine months ended June 30, 2026 was 57.6%, essentially flat compared to 57.7% in the prior-year period.

Operating income for the nine months ended June 30, 2026 was $11.1 million compared to $8.2 million in the prior-year period.

The increase in operating income was primarily driven by the segment's revenue growth.

Retail-Flooring 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.

Retail-Flooring segment revenue for the nine months ended June 30, 2026 was $67.0 million, a decrease of approximately $22.6 million, or 25.2%, compared to $89.5 million in the prior-year period.

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

Gross margin for the 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.

Gross margin for the nine months ended June 30, 2026 was 34.4%, compared to 35.7% in the prior-year period.

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

Operating loss for the nine months ended June 30, 2026 was $11.5 million, compared to an operating loss of $5.6 million in the prior-year period.

The increase in operating loss was driven primarily by lower revenue, partially offset by reduced operating expenses resulting from cost-reduction initiatives.

Flooring Manufacturing 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.

Flooring Manufacturing segment revenue for the nine months ended June 30, 2026 was $91.0 million, a decrease of approximately $0.6 million, or 0.7%, compared to $91.6 million in the prior-year period.

The decline reflected lower intercompany sales to the Retail-Flooring segment as demand in the new-home construction and home-refurbishment markets remained soft.

Flooring Manufacturing segment revenue, net of intercompany eliminations, increased approximately $2.3 million compared to the prior‑year period.

Gross margin for the nine months ended June 30, 2026 increased to 25.9% from 25.2% in the prior‑year period, primarily due to improved manufacturing efficiency.

Operating income for the nine months ended June 30, 2026, was $6.8 million, an increase of 38.7%, compared to $4.9 million for the prior-year period.

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

Steel Manufacturing 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.

Steel Manufacturing segment revenue for the nine months ended June 30, 2026 was $100.7 million, an increase of approximately $2.1 million, or 2.1%, compared to $98.6 million in the prior-year period.

Gross margin increased to 22.3% for the nine months ended June 30, 2026, compared to 20.7% for the prior-year period.

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

Operating 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.

Operating income for the nine months ended June 30, 2026 was $3.8 million, compared to $5.7 million in the prior-year period, a decrease of approximately $1.9 million primarily attributable to a non-cash goodwill impairment charge of approximately $4.0 million related to PMW, partially offset by higher gross profit.

Corporate and Other 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.

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

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):

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the three and nine months ended June 30, 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

For the Nine Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income (loss)

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Gain on settlement of earnout liability

Gain on settlement of holdback

Gain on receipt of ERC credits

Impairment of goodwill

Employee Retention Credit

Debt acquisition costs

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.

Adjusted EBITDA for the quarter ended June 30, 2026 was approximately $9.3 million, a decrease of approximately $3.9 million, or 29.5%, compared to the prior-year period.

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

Adjusted EBITDA for the nine months ended June 30, 2026 was approximately $23.0 million, a decrease of approximately $2.4 million, or 9.5%, compared to the prior-year period.

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

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 of June 30, 2026, we had total cash on hand of approximately $10.9 million and approximately $28.9 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.

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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.

As discussed in Note 9, PMW was in default under its Revolving Credit Facility and related M&E Loan with Fifth Third Bank as of June 30, 2026.

PMW’s ability to meet these deliverables or otherwise repay or refinance the obligations by August 19, 2026 remains uncertain.

As of June 30, 2026 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $7.6 million and $7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $3.0 million and $3.6 million, respectively.

Given the Company’s consolidated cash position and available borrowing capacity under its other revolving credit facilities as of June 30, 2026, the Company does not believe that any acceleration or enforcement action by Fifth Third with respect to the PMW Revolving Credit Facility and related M&E Loan, including a potential sale or loss of PMW, would be material to the Company or the Company’s overall liquidity.

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:

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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.

We had working capital of approximately $45.5 million as of June 30, 2026, as compared to working capital of approximately $62.1 million as of September 30, 2025;

a decrease of approximately $16.6 million.

The decrease in working capital was primarily driven by an aggregate increase in current liabilities of approximately $18.0 million, reflecting reductions in income taxes payable, accounts payable, and the current portion of long‑term debt.

In addition, current assets increased by approximately $1.4 million, driven by higher cash balances and increases in prepaids and other current assets.

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.

The Company’s cash, as of June 30, 2026, was approximately $10.9 million compared to approximately $8.8 million as of September 30, 2025, an increase of approximately $2.1 million.

Net cash provided by operations was approximately $14.7 million and $21.9 million for the nine months ended June 30, 2026 and 2025, respectively.

The decrease in net cash provided by operating activities was primarily driven by an unfavorable change in deferred income taxes and lower cash collections on trade receivables compared to the prior period’s unusually strong collections.

Operating cash flows were also affected by higher inventory levels during the current period.

These impacts were partially offset by favorable changes in accrued liabilities and accounts payable driven by the timing of obligations and vendor payments.

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

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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.

Our cash flows used in investing activities of approximately $5.5 million and $5.8 million for the nine months ended June 30, 2026 and June 30, 2025, respectively, and consisted of 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.

Our cash flows used in financing activities of approximately $7.0 million during the nine months ended June 30, 2026 consisted of payments on notes payable of approximately $10.0 million, net borrowings under revolver loans of approximately $3.2 million, payments for finance leases of approximately $3.0 million, payments for debt issuance costs of approximately $0.9 million, and payments on related party seller notes of approximately $0.2 million, partially offset by proceeds from the issuance of notes payable of approximately $9.8 million and net borrowings under related party revolver loans of approximately $0.4 million.

Our cash flows used in financing activities of approximately $13.1 million during the nine months ended June 30, 2025 consisted of net payments under revolver loans of approximately $9.3 million, payments on notes payable of approximately $5.2 million, payments of related party notes payable of $2.9 million, payments for finance leases of approximately $2.7 million, cash paid for the settlement of seller notes of approximately $1.9 million, and purchases of treasury stock of approximately $0.5 million, partially offset by net borrowings under related party revolver loans of approximately $7.1 million, proceeds from the issuance of related party notes payable of approximately $1.9 million, and proceeds from the issuance of notes payable of approximately $0.5 million.

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

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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.

As of June 30, 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