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Item 1. Financial Statements

2026-02-12 compared with 2025-08-08 · 306 added, 499 removed, 432 unchanged (65% of the section changed)

3 unchanged sentences

(dollars in thousands, except per-share amounts)

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Cash $ 15,133 $ 8,831

Trade receivables, net of allowance for doubtful accounts of $ 1.3 million at June 30, 2025 and $ 1.5 million at September 30, 2024

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

34,197 39,947

16 unchanged sentences

Current portion of notes payable related parties 800 800

Current portion of seller notes - related parties — 2,500

Seller notes - related parties 275 275

Total current liabilities 101,725 110,962

Long-term debt, net of current portion 51,748 54,994

Lease obligation long term - operating leases 47,457 50,111

Lease obligation long term - finance leases 42,265 41,677

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

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

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

Notes payable related parties, net of current portion 18,954 18,564

Seller notes - related parties 17,953 17,945

Deferred tax liability 11,198 6,267

Deferred tax liability, net 8,685 9,156

Other non-current obligations 3,979 3,945

2 unchanged sentences

Stockholders' equity:

Series E convertible preferred stock, $ 0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at June 30, 2025 and September 30, 2024, with a liquidation preference of $ 0.30 per share outstanding

Common stock, $ 0.001 par value, 10,000,000 shares authorized, 3,071,656 and 3,131,360 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively

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

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

Paid in capital 75,899 75,848

Treasury stock common 754,391 and 694,687 shares as of June 30, 2025 and September 30, 2024, respectively

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

( 9,600 ) ( 9,600 )

Treasury stock Series E preferred 80,000 shares as of June 30, 2025 and September 30, 2024

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

Retained earnings 28,997 29,061

1 unchanged sentence

Total liabilities and stockholders' equity $ 389,224 $ 386,400

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

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

LIVE VENTURES INCORPORATED

1 unchanged sentence

(dollars in thousands, except per-share amounts)

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

For the Three Months Ended December 31,

Revenue $ 108,544 $ 111,508

6 unchanged sentences

Operating income 3,451 762

Other income (expense):

Other expense:

Interest expense, net ( 3,561 ) ( 4,162 )

1 unchanged sentence

Gain on settlement of earnout liability — 2,840

Gain on modification of seller note — — 22,784 —

Gain on settlement of holdback liability 1,282 — 1,186 —

Gain on Employee Retention Credits 1,469 — 1,824 —

Loss on disposition of Johnson — ( 301 ) — ( 301 )

Other income (expense) 555 ( 420 ) 876 ( 197 )

Total other (expense) income, net ( 548 ) ( 4,954 ) 18,274 ( 13,061 )

Income (loss) before provision for income taxes 7,455 ( 3,823 ) 29,131 ( 9,227 )

Provision for (benefit from) income taxes 2,067 ( 968 ) 7,385 ( 2,409 )

Net income (loss) $ 5,388 $ ( 2,855 ) $ 21,746 $ ( 6,818 )

Income (loss) per share:

Other income 21 420

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

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

(Benefit) provision for income taxes ( 25 ) 81

Net (loss) income $ ( 64 ) $ 492

(Loss) income per share:

Basic $ ( 0.02 ) $ 0.16

3 unchanged sentences

Diluted 3,071,656 3,124,820

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

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

LIVE VENTURES INCORPORATED

1 unchanged sentence

(dollars in thousands)

For the Nine Months Ended June 30,

For the Three Months Ended December 31,

Operating Activities:

Net income (loss) $ 21,746 $ ( 6,818 )

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

Net (loss) income $ ( 64 ) $ 492

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

Depreciation and amortization 3,926 4,415

Amortization of seller note discount 76 757

Gain on settlement of holdback liability ( 1,186 ) —

Gain on extinguishment of debt ( 713 ) —

Loss on disposal of fixed assets 339 —

Loss on disposition of Johnson — 301

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

Gain on modification of seller note ( 22,784 ) —

Amortization of debt issuance cost 111 21

1 unchanged sentence

Amortization of right-of-use assets 1,506 1,031

Gain on extinguishment of debt — ( 713 )

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

Change in deferred income taxes ( 471 ) ( 455 )

Change in reserve for uncollectible accounts ( 151 ) ( 396 )

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

Change in reserve for obsolete inventory 306 ( 73 )

Changes in assets and liabilities, net of acquisitions:

Changes in assets and liabilities:

Trade receivables 5,899 8,931

4 unchanged sentences

Accrued liabilities ( 4,292 ) ( 3,016 )

Income taxes payable/receivable 282 1,741

Income taxes payable 446 535

Other noncurrent liabilities 35 —

Net cash provided by operating activities 9,847 9,400

Investing Activities:

Acquisition of CRO — ( 1,034 )

Acquisition of Johnson — ( 500 )

Acquisition of Midwest Grinding — ( 1,000 )

Acquisition of Central Steel, net of cash received — ( 10,474 )

Purchase of property and equipment ( 1,336 ) ( 1,817 )

1 unchanged sentence

Financing Activities:

Net (payments) borrowings under revolver loans ( 9,290 ) 1,990

Proceeds from failed sales and leaseback transaction — 7,869

Cash paid for net settlement of stock option exercise — ( 20 )

Proceeds from issuance of notes payable 496 2,711

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

Net borrowings under related party revolver loans 361 1,570

Proceeds from the issuance of notes payable 9,848 —

Payments on notes payable ( 6,643 ) ( 1,770 )

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

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

Payments on related party notes payable — ( 300 )

Net borrowings under related party revolver loans 7,080 1,300

Payments on related party seller notes payable ( 69 ) —

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

Cash paid for debt issuance costs ( 723 ) —

Purchase of common treasury stock — ( 157 )

Payments on financing leases ( 1,077 ) ( 999 )

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

Net cash (used in) provided by financing activities ( 13,131 ) 4,527

Change in cash 3,024 402

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

Increase in cash 6,302 2,806

Cash, beginning of period 8,831 4,601

2 unchanged sentences

Interest paid $ 3,452 $ 3,284

Income taxes paid, net $ 2,195 $ —

Noncash financing and investing activities:

Noncash in-substance distribution $ 5,956 $ —

Noncash stock option exercise $ — $ 94

PMW goodwill adjustment $ — $ 233

Noncash items related to Central Steel acquisition $ — $ 3,400

Noncash items related to CRO acquisition $ — $ 725

Noncash items related to Johnson acquisition $ — $ 1,501

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

Noncash debt discount on related party notes $ — $ 713

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

LIVE VENTURES INCORPORATED

9 unchanged sentences

Stock based compensation — — — — 51 — — — 51

Purchase of common treasury stock — — ( 15,686 ) — — — ( 157 ) — ( 157 )

Net income — — — — — — — 492 492

Net loss — — — — — — — ( 64 ) ( 64 )

Balance, December 31, 2025 47,840 $ — 3,071,656 $ 2 $ 75,899 $ ( 7 ) $ ( 9,600 ) $ 28,997 $ 95,291

Stock based compensation — — — — 49 — — — 49

Purchase of common treasury stock — — ( 31,323 ) — — — ( 259 ) — ( 259 )

Net income — — — — — — — 15,866 15,866

Balance, March 31, 2025 47,840 $ — 3,084,351 $ 2 $ 69,792 $ ( 7 ) $ ( 9,488 ) $ 28,632 $ 88,931

Stock based compensation — — — — 50 — — — 50

Purchase of common treasury stock — — ( 12,695 ) — — — ( 112 ) — ( 112 )

In-substance distribution — — — — 5,956 — — ( 5,956 ) —

Net income — — — — — — — 5,388 5,388

Balance, June 30, 2025 47,840 $ — 3,071,656 $ 2 $ 75,798 $ ( 7 ) $ ( 9,600 ) $ 28,064 $ 94,257

Preferred Stock Common Stock Series E

7 unchanged sentences

Purchase of common treasury stock — — ( 15,686 ) — — — ( 157 ) — ( 157 )

Net loss — — — — — — — ( 682 ) ( 682 )

Net income — — — — — — — 492 492

Balance, December 31, 2024 47,840 $ — 3,115,674 $ 2 $ 69,743 $ ( 7 ) $ ( 9,229 ) $ 12,766 $ 73,275

Purchase of common treasury stock — — ( 11,849 ) — — — ( 298 ) — ( 298 )

Stock based compensation — — — — 50 — — — 50

Net loss — — — — — — — ( 3,281 ) ( 3,281 )

Balance, March 31, 2024 47,840 $ — 3,148,135 $ 2 $ 69,487 $ ( 7 ) $ ( 8,610 ) $ 34,996 $ 95,868

Stock based compensation — — — — 175 — — — 175

Stock option exercise — — 1,654 — — — — — —

Taxes paid on net settlement of stock options exercised — — — — $ ( 20 ) — — — ( 20 )

Purchase of common treasury stock — — ( 18,156 ) — — — ( 458 ) — ( 458 )

Net loss — — — — — — — $ ( 2,855 ) ( 2,855 )

Balance, June 30, 2024 47,840 $ — 3,131,633 $ 2 $ 69,642 $ ( 7 ) $ ( 9,068 ) $ 32,141 $ 92,710

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

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

LIVE VENTURES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(dollars in thousands, except per-share amounts)

22 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 nine months ended June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025.

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

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

4 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

These reclassifications have no material effect on the reported financial results.

Use of Estimates

1 unchanged sentence

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

Actual results could differ from those estimates.

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.

22 unchanged sentences

The Flooring Manufacturing Segment derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts.

The Steel Manufacturing Segment derives revenue primarily from the sale of steel plates, ground flat stock and drill rods, fabricated products, and tooling, including shipping and handling amounts.

The Steel Manufacturing Segment generates revenue, including shipping and handling, from four primary sources:

the manufacture and sale of De‑Carb Free Tool and Alloy Steel in the form of Plate, Precision Ground Flat Stock, and Drill Rod;

the manufacture and sale of Industrial Knives used in the Tissue and Steel Processing industries;

the stamping of Appliance and Automotive Parts;

and the production and sale of Cable Racking and Fixtures for Data and Communication Centers.

Revenue for these segments generally contains a single performance obligation and is recognized at the point title passes to the customer.

1 unchanged sentence

Revenue is recorded net of taxes collected from customers.

All direct costs are either paid or accrued for in the period in which the sale is recorded.

All direct costs are either paid and/or accrued for in the period in which the sale is recorded.

For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives the product based upon agreed shipping terms.

4 unchanged sentences

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07").

ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the Chief Operating Decision Maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023,

and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption.

Early adoption is permitted.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

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

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis.

ASU 2023-09 is effective

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

Early adoption is permitted.

The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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

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 U.S.

3 unchanged sentences

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

Acquisition of Midwest Grinding

On June 10, 2024, pursuant to an asset purchase agreement, Kinetic acquired certain assets and assumed certain liabilities of Midwest Grinding Corp., a Milwaukee grinding house dedicated to precision Blanchard and specialty surface grinding of small to extra-large capacity.

Total consideration for the acquisition was $ 0.6 million.

In connection with the acquisition, Kinetic also acquired the building being used in the business for $ 0.4 million.

Total consideration for both the business and building acquisition was $ 1.0 million, paid in cash at close.

The fair value of the assets acquired and liabilities assumed are based on their estimates of fair value available as of June 10, 2024, as calculated by management.

The table below outlines the purchase price allocation of the purchase for Midwest Grinding to the acquired identifiable assets and liabilities assumed (in $000’s):

Total purchase price $ 1,000

Accounts payable 1

Total consideration 1,001

Accounts receivable 152

Other current assets 71

Property and equipment 738

Intangible Assets

Customer relationships $ 16

Trade names 15

Non-compete agreement 9

Intangible assets 40

Total assets acquired 1,001

Total goodwill $ —

Acquisition of Central Steel

On May 15, 2024, Precision Marshall acquired Central Steel.

Total consideration for the acquisition was approximately $ 13.9 million, comprised of $ 10.7 million paid at closing, a seller note of $ 1.1 million, a holdback, in the amount of $ 0.3 million, and contingent consideration of $ 2.0 million paid in the form of a five-year earn-out.

The consideration paid at close was funded in part by borrowings under Precision Marshall's credit facility of approximately $ 3.3 million, and

proceeds from a sale and leaseback transaction, discussed below.

The acquisition involved no issuance of stock of the Company.

Simultaneous to the acquisition, the Company entered into a sale and leaseback transaction with Legacy West Partners, LLC, an unrelated party, for one of Central Steel's properties located in Broadview, Illinois.

The sales price for the real property subject to the sale and leaseback transaction was approximately $ 8.3 million, with total proceeds received by the Company of approximately $ 7.9 million, net of approximately $ 0.4 million in seller's fees.

The lease agreement includes a 20-year lease term with two five-year renewal options.

The base rent under the lease agreement is $ 58,795 per month for the first year of the term and a 2.0 % per annum escalator thereafter.

The lease agreement is a “net lease,” such that Central Steel is also obligated to pay all taxes, insurance, assessments, and other costs, expenses, and obligations of ownership of the real property incurred by Central Steel.

Due to the highly specialized nature of the leased property, the Company currently believes it is more likely than not that each of the two five-year options will be exercised.

Consequently, because the aggregate term of the lease at its conclusion will represent approximately 75% of the economic life of the building, the Company concluded that the lease is a financing transaction and a failed sale and leaseback transaction, as defined under ASC 842.

The proceeds, net of closing fees, from the failed sale and leaseback transaction were used to assist in funding the acquisition of Central Steel.

No gain was recognized as a result of the sale.

The fair value of the purchase price components was approximately $ 13.9 million, as detailed below (in $000's):

Purchase price $ 11,758

Fair value of contingent consideration 2,000

Net purchase price $ 13,880

Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $ 2.9 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed over the fair value of the identifiable assets acquired.

The Company anticipates all of the goodwill arising from the acquisition to be fully deductible for tax purposes.

The table below outlines the purchase price allocation for the purchase of Central Steel to the acquired identifiable assets, liabilities assumed, and goodwill as of June 30, 2025 (in $000’s):

Total purchase price $ 13,880

Accounts payable 464

Accrued liabilities 969

Total liabilities assumed 1,433

Total purchase price plus liabilities assumed 15,313

Accounts receivable 2,418

Inventory 2,171

Property and equipment 5,034

Intangible assets

Trade names 400

Customer relationships 900

Non-compete 825

Subtotal intangible assets 2,125

Other assets 475

Total assets acquired 12,407

Total goodwill $ 2,906

Acquisition of Johnson

On November 30, 2023, CRO Affiliated, LLC ("CRO Affiliated"), a subsidiary of Live Ventures, acquired certain assets and assumed certain liabilities of Johnson Floor & Home Carpet One (“Johnson”), a floor covering retailer and installer serving residential and commercial customers through four locations in the Tulsa, Oklahoma area, and one in Joplin, Missouri.

Total consideration for the acquisition was $ 2.0 million, comprised of cash at close of $ 0.5 million, deferred consideration in the form of a seller note of $ 1.2 million, with additional consideration paid in the form of an earnout valued at approximately $ 0.3 million.

The deferred consideration is payable in three $ 0.4 million installments due annually on the first three anniversary dates following the closing date.

Each installment will accrue interest at 6.0 % per annum until paid.

The fair value of the purchase price components outlined above was approximately $ 2.0 million, as detailed below (in $000's):

Deferred consideration 1,200

Purchase price $ 2,001

The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of November 30, 2023, as calculated by management.

The table below outlines the purchase price allocation of the purchase for Johnson to the acquired identifiable assets and liabilities assumed:

Total purchase price $ 2,001

Accounts payable 1,017

Accrued liabilities 1,141

Total liabilities assumed 2,158

Total consideration 4,159

Accounts receivable 1,252

Inventory 1,127

Property, plant and equipment 157

Intangible assets

Customer relationships $ 1,301

Non-compete agreement 306

Subtotal intangible assets 1,607

Other assets 16

Total assets acquired 4,159

Total goodwill $ —

On May 24, 2024, CRO Affiliated entered into an asset purchase agreement with the original seller of Johnson under which the original seller agreed to purchase certain assets and assume certain obligations acquired by CRO Affiliated under the

original asset purchase agreement.

Consequently, CRO Affiliated recorded a loss on disposition of Johnson’s assets and liabilities of approximately $ 0.3 million, as detailed in the table below (in $000's):

Accounts payable and accrued liabilities $ 475

Seller note 1,230

Lease liabilities 2,703

Total deconsolidation of liabilities 4,715

Inventory 613

Property and equipment 206

ROU assets 2,692

Intangible assets

Customer relationships 1,224

Non-compete agreement 281

Subtotal intangible assets 1,505

Total deconsolidation of assets 5,016

Total loss on disposition $ ( 301 )

Acquisition of CRO

On October 13, 2023, CRO Affiliated acquired certain assets and assumed certain liabilities of Carpet Remnant Outlet, Inc.

(“CRO”), a floor covering retailer and installer serving residential and commercial customers throughout Northwest Arkansas.

Total consideration for the acquisition was approximately $ 1.4 million and was comprised of cash at close of approximately $ 1.0 million, an indemnification holdback amount of $ 0.3 million, and additional consideration valued at $ 89,000 .

The fair value of the purchase price components was $ 1.4 million, as detailed below (in $000's):

Additional consideration 89

Purchase price $ 1,423

Under the preliminary purchase price allocation, the Company recognized goodwill of $ 89,000 , which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired.

The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of October 13, 2023, as calculated by an independent third-party firm.

The value of the additional

consideration was calculated by management.

The Company anticipates the $ 89,000 of goodwill arising from the acquisition to be fully deductible for tax purposes.

The table below outlines the purchase price allocation of the purchase for CRO to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):

Total purchase price $ 1,423

Accounts payable 770

Accrued liabilities 1,298

Total liabilities assumed 2,068

Total consideration 3,491

Accounts receivable 259

Inventory 1,406

Property, plant and equipment 261

Intangible assets 1,190

Other assets 286

Total assets acquired 3,402

Total goodwill $ 89

The following table details the Company's inventory as of June 30, 2025 and September 30, 2024 (in $000's):

Inventory, net June 30, 2025 September 30, 2024

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

Inventory, net December 31, 2025 September 30, 2025

Raw materials $ 33,541 $ 33,669

6 unchanged sentences

Property and Equipment

The following table details the Company's property and equipment as of June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

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

December 31, 2025 September 30, 2025

Property and equipment, net:

8 unchanged sentences

Total property and equipment, net $ 76,178 $ 77,511

Depreciation expense was $ 3.3 million and $ 3.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 9.6 million and $ 9.2 million for the nine months ended June 30, 2025 and 2024, respectively.

Depreciation expense was $ 2.7 million and $ 3.2 million for the three months ended December 31, 2025 and 2024, 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 June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

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

December 31, 2025 September 30, 2025

Right of use asset - operating leases $ 60,746 $ 53,097

4 unchanged sentences

Long term - finance 42,279 42,269

As of June 30, 2025, the weighted average remaining lease term for operating leases is 9.5 years.

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

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

Total cash payments for operating leases for the nine months ended June 30, 2025 and 2024 were approximately $ 14.5 million and $ 13.8 million, respectively.

Additionally, the Company recognized approximately $ 12.8 million in right of use assets and liabilities upon commencement of operating leases during the nine months ended June 30, 2025.

Total present value of future lease payments of operating leases as of June 30, 2025 (in $000's):

Twelve months ended June 30,

Total cash payments for operating leases for the three months ended December 31, 2025 and 2024 were approximately $ 4.5 million and $ 4.7 million, respectively.

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

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

Twelve months ended December 31,

2026 $ 17,039

2 unchanged sentences

Present value of payments $ 65,929

As of June 30, 2025, the weighted average remaining lease term for finance leases is 26.4 years.

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

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

Total cash payments for finance leases for the nine months ended June 30, 2025 and 2024 were approximately $ 2.7 million and $ 2.5 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, 2025.

Total cash payments for finance leases for the three months ended December 31, 2025 and 2024 were approximately $ 1.1 million and $ 1.0 million, respectively.

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

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

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

The balance, as of June 30, 2025 and September 30, 2024 is as follows (in $000’s):

June 30, 2025 September 30, 2024

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

December 31, 2025 September 30, 2025

Property and equipment, at cost $ 27,102 $ 27,102

1 unchanged sentence

Property and equipment, net $ 24,624 $ 24,852

Total present value of future lease payments of finance leases as of June 30, 2025 (in $000's):

Twelve months ended June 30,

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

Twelve months ended December 31,

Thereafter 120,506

2 unchanged sentences

Present value of payments $ 42,860

The following table details the Company's intangibles as of June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

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

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

December 31, 2025 September 30, 2025

Intangible assets, net:

5 unchanged sentences

Total intangibles, net $ 18,824 $ 20,080

Amortization expense was $ 1.3 million and $ 1.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 3.8 million and $ 3.7 million for the nine months ended June 30, 2025 and 2024, respectively.

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

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

Twelve months ending June 30,

Thereafter 91

The following table details the Company's goodwill as of September 30, 2024 and June 30, 2025 (in $000's):

Twelve months ending December 31,

Total estimated future amortization expense $ 18,824

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

Retail - Entertainment Retail - Flooring Flooring Manufacturing Steel Manufacturing Total

September 30, 2025 $ 36,947 $ 13,451 $ 807 $ 9,947 $ 61,152

June 30, 2025 $ 36,947 $ 13,451 $ 807 $ 9,947 $ 61,152

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

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

Accrued Liabilities

The following table details the Company's accrued liabilities as of June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

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

December 31, 2025 September 30, 2025

Accrued liabilities:

1 unchanged sentence

Accrued sales and use taxes 1,196 841

Accrued customer deposits 4,115 4,675

Accrued gift card and escheatment liability 2,024 1,986

Accrued overdrafts 460 1,369

Accrued rent 1,035 982

Accrued customer deposits 3,272 3,681

Accrued gift card liability 2,160 2,038

Accrued interest payable 1,681 1,024

Accrued inventory 5,810 6,820

3 unchanged sentences

Long-Term Debt

Long-term debt as of June 30, 2025 and September 30, 2024 consisted of the following (in $000's):

June 30, 2025 September 30, 2024

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

December 31, 2025 September 30, 2025

Revolver loans $ 44,807 $ 48,713

7 unchanged sentences

Total long-term debt $ 45,919 $ 41,880

Future maturities of long-term debt at June 30, 2025, are as follows which does not include related party debt separately stated (in $000's):

Twelve months ending June 30,

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

Twelve months ending December 31,

2026 $ 30,901

1 unchanged sentence

Total future maturities of long-term debt $ 76,820

Bank of America Revolver Loan

On January 31, 2020, as amended on July 25, 2025, Marquis entered into an amended $ 28.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”).

Bank of America Revolver Loan (Marquis)

On July 25, 2025, Marquis entered into an amended $ 28.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”).

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

Availability under the BofA Revolver is subject to a monthly

borrowing base calculation.

Availability under the BofA Revolver is subject to a monthly borrowing base calculation.

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

The BofA Revolver has a variable interest rate and matures in July 2026.

As of June 30, 2025 and September 30, 2024, the outstanding balance was approximately $ 14.6 million and $ 17.6 million, respectively.

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

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

Legacy Corporate Lending (Precision Marshall)

On December 30, 2025, Precision Marshall, Kinetic, and Central Steel refinanced their Fifth Third Bank loans (see below) with a new credit facility with Legacy Corporate Lending.

The refinanced facility totals $ 47.0 million and consists of $ 31.2 million in revolving credit (the “Legacy Revolver”), $ 9.8 million in term lending (the “Legacy Term”), and $ 6.0 million in Capex lending (the “Legacy Capex”).

Borrowings under the Legacy Revolver bear interest at 4.25 % per annum over the one‑month Secured Overnight Financing Rate (“SOFR”), while the Legacy Term and Legacy Capex loans bear interest at 4.5 % per annum over the one‑month SOFR.

In connection with the refinancing, Precision Marshall incurred approximately $ 0.7 million in debt acquisition costs, which will be capitalized as a contra-liability and amortized over the three-year term of the facility.

The refinancing provides additional lending capacity to support future growth.

The facility matures on December 30, 2028.

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

Loan with Fifth Third Bank (Precision Marshall)

On January 20, 2022, Precision Marshall refinanced its Encina Business Credit loans with Fifth Third Bank, and the balance outstanding was repaid.

The refinanced credit facility, totaling $ 29.0 million, is comprised of $ 23.0 million in revolving credit, $ 3.5 million in M&E lending, and $ 2.5 million for Capex lending.

Advances under the new credit facility will bear interest at Prime Rate plus 0 basis points for lending under the revolving facility, and Prime Rate plus 25 basis points for M&E and Capex lending.

The refinancing of the borrower’s existing credit facility reduces interest costs and improves the availability and liquidity of funds by approximately $ 3.0 million at the close.

The facility terminates on January 20, 2027, unless terminated earlier in accordance with its terms.

In connection with the acquisitions of Kinetic and Central Steel (see Note 3), the existing revolving facility was amended to add Kinetic and Central Steel as borrowers.

In addition, two additional term loans were executed to fund the purchase of Kinetic.

Approximately $ 6.0 million was drawn from the revolving facility, and the two term loans were opened in the amounts of $ 4.0 million and $ 1.0 million, respectively.

The $ 4.0 million term loan (“Kinetic Term Loan #1”), which matures on January 20, 2027, bears interest on the same terms as for M&E term lending as stated above.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the revolving loan was approximately $ 21.9 million and $ 21.3 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $ 1.5 million and $ 1.8 million, respectively.

The revolving loan has a variable interest rate and matures in January 2027.

As of June 30, 2025 and September 30, 2024, the outstanding balance on Kinetic Term Loan #1 was approximately $ 2.3 million and $ 2.7 million, respectively.

On April 12, 2023, in connection with its existing credit facility with Fifth Third Bank, Precision Marshall took an advance against its Capex term lending in the amount of approximately $ 1.4 million.

Additionally, during June 2024, in connection with Kinetic's acquisition of Midwest Grinding (see Note 3), Precision Marshall took an additional advance against its Capex term lending in the amount of approximately $ 0.4 million.

The loan matures January 2027 and bears interest on the same terms as for Capex lending as stated above.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Capex loan was $ 1.8 million and $ 1.6 million, respectively.

Eclipse Business Capital Loans

In connection with the acquisition of Flooring Liquidators, on January 18, 2023, Flooring Liquidators entered into a credit facility with Eclipse Business Capital, LLC (“Eclipse”).

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

As of December 31, 2025, all borrowings under the facility had been fully repaid in connection with the refinancing,

and Precision Marshall wrote off approximately $ 58,000 of unamortized debt acquisition costs.

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

$ 0 and $ 1.3 million, respectively, for the original M&E term note;

$ 0 and $ 2.1 million, respectively, for Kinetic Term Loan #1;

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

Eclipse Business Capital Loans (Flooring Liquidators)

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

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

3 unchanged sentences

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

The Eclipse M&E loan bears interest at 6.0 % per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 5.0 % per annum in excess of Adjusted Term SOFR after April 1, 2023.

The credit facility matures in January 2026.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Eclipse Revolver was approximately $ 7.2 million and $ 9.3 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $ 1.2 million and $ 1.8 million, respectively.

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

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

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

Loan with Fifth Third Bank (PMW)

In connection with the acquisition of PMW, on July 20, 2023, as amended on March 5, 2025, PMW entered into a revolving credit facility (the “Revolving Credit Facility”) with Fifth Third Bank.

In connection with the acquisition of PMW, on July 20, 2023, PMW entered into a revolving credit facility (the “Revolving Credit Facility”) with Fifth Third Bank.

The facility consists of $ 15.0 million in revolving credit (the “Fifth Third Revolver”) and approximately $ 5.0 million in M&E lending (the “Fifth Third M&E Loan”).

1 unchanged sentence

Availability under the Fifth Third Revolver is subject to a monthly borrowing base calculation.

PMW's ability to borrow under the Fifth Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth Third Bank.

PMW's ability to borrow under the Fifth Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth Third.

Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin.

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

The Applicable Margin for

revolving loans is zero , while for the Fifth Third M&E Loan or any capital expenditure term loan, it is 50 basis points ( 0.5 %).

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

The credit facility matures in July 2026.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Fifth Third Revolver was approximately $ 7.2 million and $ 10.1 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $ 3.6 million and $ 4.1 million, respectively.

Bank Midwest Revolver Loan

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

Bank Midwest Revolver Loan (Vintage)

On October 17, 2025, Vintage entered into an amended $ 8.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”).

The amended Bank Midwest Revolver accrues interest daily on the outstanding principal at a rate of the greater of (a) the one-month forward-looking term rate based on SOFR, plus 2.36 % per annum, or (b) 5.0 % per annum, and matures on October 17, 2025.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Bank Midwest Revolver was $ 0 and $ 1.9 million, respectively.

Note payable to JCM Holdings

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

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

Note payable to JCM Holdings (Marquis)

During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $ 2.5 million.

1 unchanged sentence

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

As of June 30, 2025 and September 30, 2024, the outstanding principal balance was approximately $ 1.1 million and $ 1.3 million, respectively.

Note Payable to Store Capital Acquisitions, LLC

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

Note Payable to Store Capital Acquisitions, LLC (Marquis)

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

3 unchanged sentences

The initial annual lease rate is $ 60,000 .

The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a building from the previous owners of Marquis that was not purchased in the July 2015 transaction.

The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a

building from the previous owners of Marquis that was not purchased in the July 2015 transaction.

The note payable bears interest at 9.3 % per annum, with principal and interest due monthly.

3 unchanged sentences

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

The remaining principal balance was approximately $ 8.7 million and $ 9.0 million as of June 30, 2025 and September 30, 2024, respectively.

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

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 June 30, 2025:

Note #5 is for approximately $ 4.0 million, secured by equipment.

The Equipment Loan #5 was due December 2024, payable in 84 monthly payments of $ 55,000 beginning January 2018, bearing interest at 4.7 % per annum.

As of June 30, 2025 and September 30, 2024, the balance was approximately $ 0 and $ 164,000 , respectively.

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 June 30, 2025 and September 30, 2024, the balance was approximately $ 1.9 million and $ 2.3 million, respectively.

As of December 31, 2025 and September 30, 2025, the balance was approximately $ 1.5 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 June 30, 2025 and September 30, 2024, the balance was approximately $ 1.2 million and $ 1.6 million, respectively.

As of December 31, 2025 and September 30, 2025, the balance was approximately $ 0.9 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 June 30, 2025 and September 30, 2024, the balance was approximately $ 2.1 million and $ 2.9 million, respectively.

As of December 31, 2025 and September 30, 2025, the balance was approximately $ 1.6 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 6.50 %.

As of June 30, 2025 and September 30, 2024, the balance was approximately $ 4.1 million and $ 4.6 million, respectively.

Loan Covenant Compliance

As of June 30, 2025, the Company was in compliance with all covenants under its existing revolving and other loan agreements.

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

Notes Payable-Related Parties

Long-term debt payable to related parties (see Note 16) as of June 30, 2025 and September 30, 2024 consisted of the following (in $000's):

June 30, 2025 September 30, 2024

Isaac Capital Group, LLC, 12.5 % interest rate, matures May 2025

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

Spriggs Investments, LLC, 10 % interest rate, matures July 2025

Spriggs Investments, LLC for Flooring Liquidators, 12 % interest rate, matures July 2025

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

December 31, 2025 September 30, 2025

Isaac Capital Group, LLC revolver, 12.0 % interest rate, matures April 2030

$ 11,976 $ 11,615

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

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

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

Total notes payable - related parties 20,421 20,060

unamortized debt issuance costs ( 726 ) ( 66 )

unamortized debt discount ( 667 ) ( 696 )

Net amount 19,754 19,364

1 unchanged sentence

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

Future maturities of related party notes at June 30, 2025 are as follows (in $000’s):

Twelve months ending June 30,

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

Twelve months ending December 31,

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

Related Party Seller Notes

Seller notes as of June 30, 2025 and September 30, 2024 consisted of the following (in $000’s):

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

2025 September 30,

Related Party Seller Notes

Seller of PMW, 8.0 % interest rate, matures July 2028

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

$ 15,000 $ 15,000

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

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

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

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

Total Related Party Seller Notes 19,100 40,600

Unamortized debt premium (discount) ( 886 ) 2,261

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

unamortized debt discount ( 734 ) ( 811 )

Net amount 18,228 18,220

Less current portion — ( 2,500 )

Long-term portion of seller notes payable $ 18,214 $ 40,361

Future maturities of seller notes at June 30, 2025 are as follows (in $000’s):

Twelve months ending June 30,

current portion ( 275 ) ( 275 )

Long-term portion of Seller notes - related parties $ 17,953 $ 17,945

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

Twelve months ending December 31,

Total $ 18,228

Note Payable to the Seller of PMW

In connection with the purchase of PMW, on July 20, 2023, the Company entered into a consulting agreement with the previous owner of PMW to serve as its part-time President and Chief Executive Officer.

The consulting agreement shall terminate upon the later of (i) sellers’ receipt of earn-out payments in an aggregate amount equal to $ 3.0 million and (ii) the full satisfaction and payment of all amounts due and that are to become due under the seller note, unless earlier terminated in accordance with the terms set forth in the consulting agreement.

Additionally, PMW entered into two seller financed loans, in the aggregate amount of $ 2.5 million, which are fully guaranteed by the Company (the "Seller Financed Loans").

The Seller Financed Loans bear interest at 8.0 % per annum, with interest payable quarterly in arrears.

On December 24, 2024, the Company entered into a Settlement Agreement and Release (“Settlement Agreement”) to settle the Seller Financed Loans of $ 2.5 million, plus accrued interest of approximately $ 0.1 million, for approximately $ 1.9 million with the previous owners of PMW.

The funds to settle the loans were borrowed from Isaac Capital Group, LLC (“ICG”) (see Note 16).

The Company evaluated this transaction under ASC 470-50 “Debt - Modification and Extinguishment”, and concluded that, because PMW was legally released as the primary obligor, and has no other debt with these lenders, this transaction should be accounted for as a debt extinguishment.

As such, the Company recorded a gain on extinguishment of debt in the amount of approximately $ 0.7 million.

Additionally, under the Settlement Agreement, the Company was released of claims for earnout payments, as stipulated under the Stock Purchase Agreement.

Consequently, the Company recorded a gain on settlement of the earnout liability in the amount of approximately $ 2.8 million.

As of June 30, 2025 and September 30, 2024, the carrying value of the seller financed loans was $ 0 and $ 2.5 million, respectively.

Note Payable to the Sellers of Kinetic

Note Payable to the Seller of Kinetic

In connection with the purchase of Kinetic, on June 28, 2022, Kinetic entered into an employment agreement with the previous owner of Kinetic to serve as its Head of Equipment Operations.

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

Additionally, Precision Marshall entered into a seller financed loan in the amount of $ 3.0 million with the previous owner of Kinetic.

The Sellers Subordinated Acquisition Note bears interest at 7.0 % per annum, with interest

payable quarterly in arrears.

The Sellers Subordinated Acquisition Note has a maturity date of September 27, 2027.

As of June 30, 2025 and September 30, 2024, the remaining principal balance was $ 3.0 million.

Additionally, Precision Marshall entered into a seller financed loan in the amount of $ 3.0 million with the previous owner of Kinetic (the "Seller Subordinated Acquisition Note").

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

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

Note Payable to the Seller of Flooring Liquidators

In connection with the purchase of Flooring Liquidators during January 2023, the Company entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer.

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

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

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

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

As of the acquisition date, an independent third-party valuation assigned the Seller Note a fair value of $ 31.7 million, reflecting a $ 2.3 million discount.

On February 25, 2025, Flooring Liquidators, Flooring Affiliated Holdings, and the Company entered into a binding Memorandum of Understanding (“MOU”) with the previous owner of Flooring Liquidators under which the principal amount of the Seller Note was reduced from $ 34.0 million to $ 15.0 million.

The relevant portion of the MOU was later superseded by a Second Amendment to Seller Note.

The Seller Note bears interest at 8.24 % per annum effective January 1, 2025, and matures in February 2028, with interest payments due monthly beginning February 2025.

The Company determined that the fair value of the amended Seller Note was approximately $ 14.0 million, reflecting a $ 1.0 million discount.

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

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

Note Payable to the Seller of Central Steel

In connection with the purchase of Central Steel, on May 15, 2024 (see Note 3), Precision Marshall entered into an employment agreement with the previous owner of Central Steel to serve as its President.

In connection with the purchase of Central Steel, on May 15, 2024, Precision Marshall entered into an employment agreement with the previous owner of Central Steel to serve as its President.

The employment agreement is for an initial term of two years and shall be deemed to be automatically extended, upon the same terms and conditions, for a period of one year , unless either party provides written notice of its or his intention not to extend the term at least 90 days prior to the end of the initial term.

2 unchanged sentences

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

As of June 30, 2025 and September 30, 2024, the remaining principal balance was $ 1.1 million.

Note Payable to the Seller of Flooring Liquidators

In connection with the purchase of Flooring Liquidators, on January 18, 2023, Flooring Liquidators entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer.

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

Additionally, Flooring Affiliated Holdings, LLC, a Company subsidiary, entered into a seller financed mezzanine loan (the "Seller Note"), which was fully guaranteed by the Company, in the amount of $ 34.0 million with the previous owners of Flooring Liquidators.

The Seller Note bore interest at the contractual rate of 8.24 % per annum, with interest payable monthly in arrears beginning on January 18, 2024.

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

The fair value assigned to the Seller Note, as calculated by an independent third-party firm, was $ 31.7 million, or a discount of $ 2.3 million.

The relevant portion of the MOU was later superseded by a Second Amendment to Secured Promissory Note.The Seller Note bears interest at 8.24 % per annum effective January 1, 2025, and matures in February 2028, with interest payments due monthly beginning February 28, 2025.

The Company determined that the fair value of the amended Seller Note was approximately $ 14.0 million, or a discount of $ 1.0 million.

In addition to the reduction in the principal amount of the Seller Note, the MOU provides for the following:

• An increase in the existing holdback principal amount of approximately $ 0.5 million to $ 1.5 million, and that no further claims against the holdback shall be made or permitted.

Under the MOU, the holdback bears interest at 8.24 % per annum effective January 1, 2025, with interest payments due monthly beginning February 28, 2025.

Full payment of the holdback principal is due in August 2025.

• The previous owner’s title was revised to be Founder and Vice President, his employment was made part-time, and he resigned from each other office and as director or manager of Flooring Liquidators and each of its related entities.

Kellogg's tenure at Flooring Liquidators terminated effective May 13, 2025.

The Company evaluated this transaction under ASC 470-50 “Debt - Modification and Extinguishment”, and concluded that, because the change in present value of cash flows between the original and revised debt exceeds 10%, and the debt revision does not meet the accounting requirements for troubled debt restructuring, this transaction should be accounted for as a debt extinguishment.

In connection with the debt extinguishment and the increase in the holdback principal amount, the Company recorded a gain of approximately $ 22.8 million.

As of June 30, 2025 and September 30, 2024, the carrying value of the Seller Note was approximately $ 14.1 million and $ 36.3 million, respectively

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

Stockholders’ Equity

Series E Convertible Preferred Stock

As of June 30, 2025 and September 30, 2024, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding.

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

Treasury Stock

As of June 30, 2025 and September 30, 2024, the Company had 754,391 and 694,687 shares of Treasury Stock, respectively.

During the nine months ended June 30, 2025 and 2024, the Company repurchased 59,704 and 34,351 shares of its common stock for approximately $ 528,000 and $ 862,000 , respectively.

During the nine months ended June 30, 2025 and 2024, the average price paid per share was $ 8.85 and $ 25.09 , respectively.

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

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

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

Stock-Based Compensation

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

The following table summarizes stock option activity for the fiscal year ended September 30, 2024 and the nine months ended June 30, 2025:

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

Shares Weighted

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

Granted 17,500 $ 40.00

Exercised ( 6,250 ) $ 15.00

Forfeited ( 35,000 ) $ 37.50

Outstanding at June 30, 2024 60,000 $ 26.04 1.54 $ 317

Exercisable at June 30, 2024 60,000 $ 26.04 1.54 $ 317

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

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

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

Forfeited ( 60,000 ) $ 26.04

Outstanding at June 30, 2025 0 $ — 0.00 $ —

Exercisable at June 30, 2025 0 $ — 0.00 $ —

The Company recognized compensation expense of approximately $ 50,000 and $ 0.2 million during the three months ended June 30, 2025 and 2024, respectively, and approximately $ 150,000 and $ 0.3 million during the nine months ended June 30, 2025 and 2024, 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, 2025, the Company had approximately $ 0.5 million of unrecognized compensation expense associated with restricted stock awards.

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

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

The Company recognized compensation expense of approximately $ 51,000 during the three months ended December 31, 2025 and 2024 related to restricted stock awards granted to certain employees and officers based on the grant date fair value of the awards, and the revaluation for existing options whereby the expiration date was extended.

As of December 31, 2025, the Company had approximately $ 0.4 million of unrecognized compensation expense associated with restricted stock awards.

Earnings Per Share

Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period.

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

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

Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options, and convertible preferred stock.

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

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

Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders.

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

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Net income (loss) $ 5,388 $ ( 2,855 ) $ 21,746 $ ( 6,818 )

Three Months Ended December 31,

Net (loss) income $ ( 64 ) $ 492

Weighted average common shares outstanding 3,071,656 3,124,581

Basic earnings (loss) per share $ 1.75 $ ( 0.91 ) $ 7.01 $ ( 2.16 )

Net income (loss) applicable to common stock $ 5,388 $ ( 2,855 ) $ 21,746 $ ( 6,818 )

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

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

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

Weighted average common shares outstanding 3,071,656 3,124,581

Restricted stock units 29,116 — 29,116 —

ICG convertible debt 1,245,030 — 1,245,030 —

Series E Preferred Stock — 239

Assumed weighted average common shares outstanding 3,071,656 3,124,820

Diluted earnings (loss) per share $ 1.24 $ ( 0.91 ) $ 4.97 $ ( 2.16 )

Basic earnings per common share ("EPS") is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period.

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

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

Diluted 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 nine months ended June 30, 2024, as the Company recorded a net loss.

Had the Company calculated diluted EPS for the three and nine months ended June 30, 2024, the total assumed weighted average common shares outstanding would have been 3,155,546 and 3,168,619 , respectively, and there would have been 35,000 options to purchase shares of common stock that were anti-dilutive.

No diluted EPS computation was made for the three

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

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

Related Party Transactions

Transactions with Isaac Capital Group, LLC

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

ICG Term Loan

During 2015, Marquis entered into a mezzanine loan in the amount of up to $ 7.0 million (the “ICF Loan”) with Isaac Capital Fund I, LLC (“ICF”), a private lender whose managing member is Jon Isaac.

On July 10, 2020, (i) ICF released and discharged Marquis from all obligations under the loan, (ii) ICF assigned all of its rights and obligations under the instruments, documents, and agreements with respect to the ICF Loan to ICG, of which Jon Isaac, the Company’s President and Chief Executive Officer, is the sole member, and (iii) Live Ventures borrowed $ 2.0 million (the “ICG Loan”) from ICG.

The ICG Loan accrued interest at 12.5 % and matured in May 2025.

As of June 30, 2025 and September 30, 2024, the outstanding balance on this note was $ 0 and $ 2.0 million, respectively.

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

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

ICG Revolving Promissory Note

On April 9, 2020, the Company, as borrower, entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $ 1.0 million revolving credit facility.

On June 23, 2022, the amount of available revolving credit under the facility was increased to $ 6.0 million.

On April 9, 2020, the Company entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $ 1.0 million revolving credit facility (the “ICG Revolver”).

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

No other terms of the note were changed.

On April 1, 2023, the Company entered into the Second Amendment of the ICG Revolver that extended the maturity date to April 8, 2024, increased the interest rate from 10 % to 12 % per annum, and decreased the amount of available revolving credit under the facility to $ 1.0 million.

On April 1, 2023, the Company entered into the First Amendment of the ICG Revolver that extended the maturity to April 8, 2024 and increased the interest rate from 10.0 % to 12.0 % per annum, and decreased the amount of available revolving credit under the facility to $ 1.0 million.

On January 11, 2024, the Company entered into the Third Amendment of the ICG Revolver that extended the maturity date to April 8, 2025 and increased the amount of available revolving credit under the facility to $ 5.0 million.

On Apr 8, 2025, the Company entered into the Fourth Amendment to the ICG Revolver, which (i) extended the maturity date to April 8, 2030, (ii) increased the maximum credit amount under the facility to $ 12.0 million, and (iii) established a Fixed Conversion Price of $ 7.85 per share for obligations outstanding under the ICG Revolver.

On April 8, 2025, the Company entered into the Fourth Amendment to the ICG Revolver, which (i) extended the maturity date to April 8, 2030, (ii) increased the amount of available revolving credit under the facility to $ 12.0 million, and (iii) established a Fixed Conversion Price of $ 7.85 per share for obligations outstanding under the ICG Revolver, exercisable at the discretion of Mr.

The Company evaluated the amendment under ASC 470-50 and concluded that the transaction represented an extinguishment of the existing debt given that the amendment introduced a substantive conversion feature.

Management assessed that the fair value of the amended instrument as of the amendment date.

Management assessed the fair value of the amended instrument as of the amendment date.

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

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

As of June 30, 2025, Jon Isaac had the contractual right to acquire up to 1,245,030 shares of the Company’s common stock pursuant to the amended terms of the ICG Revolving Promissory Note (the “ICG Revolver”), as discussed below, based on the outstanding balance of the debt as of that date.

As of June 30, 2025, no obligations under the ICG Revolver have been converted into the Company ’s common stock.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the ICG Revolver was $ 9.7 million and $ 2.6 million, respectively.

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

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

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

ICG Flooring Liquidators Note

On January 18, 2023, in connection with the acquisition of Flooring Liquidators, Flooring Affiliated Holdings, LLC, a wholly-owned subsidiary of the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $ 5.0 million (“ICG Flooring Liquidators Loan”).

The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12 %.

The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12 % per annum.

Interest is payable in arrears on the last day of each calendar month.

The note is fully guaranteed by the Company.

As of June 30, 2025, the outstanding balance on this loan was $ 5.0 million.

On Dec 14, 2024, in connection with the Settlement Agreement of the PMW Seller Financed Loans (see Note 12), 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”).

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

On December 14, 2024, in connection with the Settlement Agreement of the PMW Seller Financed Loans, the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of approximately $ 2.6 million (“ICG PMW Note”).

The Company received proceeds of approximately $ 1.9 million from ICG, which was used to settle the loans plus accrued interest.

The $ 0.7 million discount is being accreted to interest expense using the effective interest rate method, as required by U.S.

The $ 0.7 million discount is being accreted to interest expense

using the effective interest rate method, as required by U.S.

GAAP, over the term of the note.

The ICG PMW Note matures on Dec 17, 2029, and bears interest at the contractual rate of 12.0 % per annum.

The ICG PMW Note matures on December 17, 2029, and bears interest at the contractual rate of 12.0 % per annum.

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

As of June 30, 2025, the balance on this loan was approximately $ 2.6 million.

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

Transactions with Vintage Stock CEO

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

Spriggs Promissory Note I

On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note I”) in favor of Spriggs Investments that memorializes a loan by Spriggs Investments to the Company in the initial principal amount of $ 2.0 million (the “Spriggs Loan I”).

The Spriggs Loan I originally matured on July 10, 2022;

however, the maturity date was extended to July 10, 2023.

The Spriggs Promissory Note I bears simple interest at a rate of 10.0 % per annum.

On January 19, 2023, the Company entered into a modification agreement of the Spriggs Loan I.

Under the modification agreement, the Spriggs Promissory Note I will bear interest at a rate of 12.0 % per annum, and the maturity date was extended to July 31, 2024.

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

Under the loan modification agreement, the Company was required to make a principal payment of $ 600,000 to Spriggs Investments within five business days following the effective date of the loan modification agreement, and make principal payments of not less than $ 300,000 each 90 -day period thereafter, beginning on April 1, 2024, until the Spriggs Promissory Note I is fully repaid.

Further, under the loan modification agreement, the maturity date of the Spriggs Promissory Note I was extended to July 31, 2025.

All monthly payments under the original Spriggs Promissory Note I remain in effect through the maturity date as amended.

As of June 30, 2025 and September 30, 2024, the principal amount owed was $ 0 and $ 0.8 million, respectively.

Spriggs Promissory Note II

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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 (see above), 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.

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.

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

As of June 30, 2025 and September 30, 2024, the principal amount owed was $ 0.9 million and $ 1.0 million, respectively.

As of December 31, 2025 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 President and a director of ALT5 Sigma Corporation (“ALT5”), formerly JanOne Inc.

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

Lease Agreement

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

ALT5 paid the Company $ 28,000 and $ 35,000 in rent and other reimbursed expenses for three months ended June 30, 2025 and 2024, respectively, and $ 86,000 and $ 109,000 for the nine months ended June 30, 2025 and 2024, respectively.

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

Transactions with Spyglass Estate Planning, LLC

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The Company has evaluated each lease and determined the rental amounts to be at market rates.

The Company routinely enters into seller notes in conjunction with its acquisitions.

The Company routinely enters into related-party seller notes in conjunction with its acquisitions.

See Note 11 for the details related to existing seller notes.

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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

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.

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

We expect it will take a number of months for the court to rule on the motions, during which time much of the activity in the case will be on pause.

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

Sieggreen Class Action

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We filed a Motion to Dismiss the Second Amended Complaint on December 16, 2024 and the briefing is complete.

A hearing on the motion has not been set.

Holdback Matter

On October 10, 2022, a representative for the former shareholders of Precision Industries, Inc.

filed a civil complaint in the Court of Chancery of the State of Delaware.

The complaint alleged that the Company violated the terms of an agreement and plan of merger dated July 14, 2020, by failing to pay the shareholders a certain indemnity holdback of $ 2,500,000 .

The Chancery Court dismissed that action for lack of jurisdiction.

On January 12, 2023, the representative re-filed the same action in the United States District Court for the Western District of Pennsylvania.

On October 26, 2023, the Company counterclaimed against the representative and all represented shareholders for fraudulently misrepresenting the seller’s inventory and accounting methodology and asserting damages in excess of $ 4,500,000 .

On April 10, 2024, the District Court dismissed the individual shareholders, leaving intact the Company's misrepresentation claims against the shareholder representative.

The Court denied the plaintiff's Motion for Leave to Amend to assert statute of limitations defenses.

On May 2, 2025, the parties entered into a Settlement and Release agreement whereby the Company agreed to pay the shareholder representative $ 850,000 in four installments, with the last installment due on December 15, 2025.

Subject to the terms of the Settlement and Release Agreement, each party shall be deemed to have released the other party from any and all liabilities, obligations, actions, suits, judgments, claims, causes of action, and demands arising from, in connection with or related to the claims asserted.

In connection with the Settlement and Release Agreement, the Company recorded a

gain in the amount of approximately $ 1.3 million for the nine months ended June 30, 2025, net of related expenses incurred, related to the balance of the indemnity holdback amount.

On September 30, 2025, the Court denied the motion to dismiss the

Second Amended Complaint.

The Company filed its response on December 1, 2025, and fact and expert discovery is scheduled to conclude by June 29, 2027.

Wage and Hour Matter

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

Sanchez has put the Labor & Workforce Development Agency on notice to exhaust administrative remedies and enable her to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties.

The parties agreed to mediation and have exchanged materials relevant to a mediation that will be held in the Fall of 2025.

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

The parties agreed to mediation and exchanged materials in preparation.

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

As of now, no mediation has been scheduled.

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

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Segment Reporting

The Company operates in five operating segments which are characterized as:

(1) Retail-Entertainment, (2) Retail-Flooring, (3) Flooring Manufacturing, (4) Steel Manufacturing, and (5) Corporate and Other.

The Retail-Entertainment segment consists of Vintage Stock;

the Retail-Flooring segment consists of Flooring Liquidators;

the Flooring Manufacturing segment consists of Marquis;

and the Steel Manufacturing segment consists of Precision Marshall and Kinetic.

The following tables summarize segment information (in $000's):

For the Three Months Ended June 30, For the Nine Months Ended June 30,

Live Ventures Incorporated is a diversified holding company that acquires and operates businesses across industries with a demonstrated history of earnings power.

In accordance with ASC 280, Segment Reporting , the Company has identified four reportable segments:

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

This segmentation reflects how the Chief Operating Decision Maker (“CODM”), consisting of the Company’s Chief Executive Officer and Chief Financial Officer, evaluates financial performance and allocates resources across the Company’s operations.

The Corporate and Other segment does not meet the criteria to be presented as a reportable segment under ASC 280.

The CODM regularly evaluates segment performance using revenue, gross profit, gross profit margin, income (loss) before income taxes, and Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”).

These measures are used to allocate the Company’s resources and assess operating effectiveness.

Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges.

The CODM considers Adjusted EBITDA a key indicator of the Company’s operational strength and performance, including its ability to fund acquisitions, support capital expenditures, and service debt.

It is used to evaluate operating results, perform analytical comparisons, and identify strategies to improve performance.

To preserve the integrity of each operating segment’s standalone financial results, all intercompany eliminations, including sales, cost of goods sold, inventory profit, and intercompany management fees are reported under Intercompany Eliminations.

Total assets are not utilized by the CODM in evaluating segment performance or allocating resources.

Accordingly, asset information is excluded from the Company’s segment reporting disclosures.

Discrete financial information is provided for each reportable segment, including comparisons of actual results to the prior period and current period forecast.

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

• The Retail–Entertainment segment, which includes Vintage Stock, offers a wide range of entertainment products, both new and pre-owned, including movies, video games, and music.

It also sells ancillary items such as books, comics, toys, and collectibles, all within a single retail footprint.

• The Retail–Flooring segment, which includes Flooring Liquidators, operates 25 warehouse-format stores and a design center across four states.

It serves as a leading retailer and installer of flooring, carpeting, and countertops for consumers, builders, and contractors in California and Nevada.

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

• The Steel Manufacturing segment includes:

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

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

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

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

This segmentation aligns with the internal reporting structure used by the CODM to evaluate performance and guide strategic decision-making.

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

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

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

Retail-Entertainment $ 19,017 $ 16,503 $ 58,758 $ 53,930

Retail-Flooring 30,373 36,981 89,519 103,332

Flooring Manufacturing 29,487 31,264 85,302 94,689

Steel Manufacturing 33,645 39,047 97,402 107,889

Corporate & Other 8 83 70 257

Total revenues $ 112,530 $ 123,878 $ 331,051 $ 360,097

Retail-Entertainment $ 10,926 $ 9,552 $ 33,877 $ 30,916

Retail-Flooring 10,768 13,525 31,986 38,259

Flooring Manufacturing 8,816 7,731 22,532 22,913

Steel Manufacturing 7,772 6,161 20,342 16,513

Corporate & Other 5 76 60 238

Total gross profit $ 38,287 $ 37,045 $ 108,797 $ 108,839

Cost of revenue

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

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

Gross profit percentage

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

Operating expenses:

General and administrative expenses

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

Sales and marketing expenses

175 231 3,517 131 4,054 6 — 4,060

Total operating expenses

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

Operating income (loss) 4,666 ( 3,688 ) 2,325 1,620 4,923 ( 1,172 ) ( 300 ) $ 3,451

Retail-Entertainment $ 2,318 $ 1,332 $ 8,223 $ 6,305

Retail-Flooring ( 733 ) ( 1,498 ) ( 5,648 ) ( 4,433 )

Flooring Manufacturing 4,135 1,856 5,536 4,779

Steel Manufacturing 2,277 1,370 5,639 3,225

Corporate & Other 6 ( 1,929 ) ( 2,893 ) ( 6,042 )

Total operating income $ 8,003 $ 1,131 $ 10,857 $ 3,834

Other income (expense):

Interest expense, net 11 ( 904 ) ( 938 ) ( 1,229 ) ( 3,060 ) ( 501 ) — ( 3,561 )

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

Total income (expense), net 33 ( 866 ) ( 929 ) ( 1,282 ) ( 3,044 ) ( 496 ) — ( 3,540 )

Income (loss) before income taxes $ 4,699 $ ( 4,554 ) $ 1,396 $ 338 $ 1,879 $ ( 1,668 ) $ ( 300 ) $ ( 89 )

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

Income (loss) before income taxes $ 4,699 $ ( 4,554 ) $ 1,396 $ 338 $ 1,879 $ ( 1,668 ) $ ( 300 ) $ ( 89 )

Interest expense, net ( 11 ) 904 938 1,229 3,060 501 — 3,561

Depreciation and amortization 279 1,299 941 1,403 3,922 4 — 3,926

Retail-Entertainment $ 250 $ 208 $ 755 $ 700

Retail-Flooring 1,316 1,304 3,951 3,931

Flooring Manufacturing 943 1,036 2,814 3,148

Steel Manufacturing 2,033 1,796 5,827 5,040

Corporate & Other 4 5 15 13

Total depreciation and amortization $ 4,546 $ 4,349 $ 13,362 $ 12,832

Interest expense

Retail-Entertainment $ — $ 41 $ 39 $ 278

Retail-Flooring 901 1,277 3,354 3,751

Flooring Manufacturing 1,092 1,126 3,336 3,126

Steel Manufacturing 1,429 1,577 4,200 4,756

Corporate & Other 432 212 1,020 652

Total interest expense $ 3,854 $ 4,233 $ 11,949 $ 12,563

Net income (loss) before provision for income taxes

Retail-Entertainment $ 2,323 $ 1,327 $ 8,700 $ 6,282

Retail-Flooring ( 209 ) ( 3,223 ) 14,843 ( 9,338 )

Flooring Manufacturing 2,926 635 1,833 1,297

Steel Manufacturing 2,056 ( 1,105 ) 5,186 ( 3,180 )

Corporate & Other 359 ( 1,457 ) ( 1,431 ) ( 4,288 )

Total net income (loss) before provision for income taxes $ 7,455 $ ( 3,823 ) $ 29,131 $ ( 9,227 )

Other adjustments — 50 — 344 394 — — 394

Adjusted EBITDA $ 4,967 $ ( 2,301 ) $ 3,275 $ 3,314 $ 9,255 $ ( 1,163 ) $ ( 300 ) $ 7,792

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

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

Cost of revenue

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

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

Gross profit percentage

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

Operating expenses:

General and administrative expenses

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

Sales and marketing expenses

157 267 3,970 129 4,523 6 — 4,529

Total operating expenses

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

Operating income (loss) 3,407 ( 2,173 ) 651 1,202 3,087 ( 1,557 ) ( 768 ) $ 762

Other income (expense):

Interest expense, net ( 39 ) ( 1,320 ) ( 1,115 ) ( 1,457 ) ( 3,931 ) ( 231 ) — ( 4,162 )

Other income, net 150 26 47 3,532 3,755 218 — 3,973

Total income (expense), net 111 ( 1,294 ) ( 1,068 ) 2,075 ( 176 ) ( 13 ) — ( 189 )

Income (loss) before income taxes $ 3,518 $ ( 3,467 ) $ ( 417 ) $ 3,277 $ 2,911 $ ( 1,570 ) $ ( 768 ) $ 573

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

Income (loss) before income taxes $ 3,518 $ ( 3,467 ) $ ( 417 ) $ 3,277 $ 2,911 $ ( 1,570 ) $ ( 768 ) $ 573

Interest expense, net 39 1,320 1,115 1,457 3,931 231 — 4,162

Depreciation and amortization 253 1,314 935 1,909 4,411 5 ( 1 ) 4,415

Other adjustments — 50 — ( 3,456 ) ( 3,406 ) — — ( 3,406 )

Adjusted EBITDA $ 3,810 $ ( 783 ) $ 1,633 $ 3,187 $ 7,847 $ ( 1,334 ) $ ( 769 ) $ 5,744

Subsequent Events

1 unchanged sentence

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What changed 10-Q

Item 1. Financial Statements