LIVE VENTURES Inc 10-Q

Item 1. Financial Statements LIVE VENTURES INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per-share amounts) December 31, 2025 September 30, 2025 (Unaudited) Assets Cash $ 15,133 $ 8,831 Trade receivables, net of allowance for doubtful accounts of $ 0.4 million at December 31, 2025 and $ 0.6 million at September 30, 2025 34,197 39,947 Inventories, net 118,212 120,716 Prepaid expenses and other current assets 3,326 3,568 Total current assets 170,868 173,062 Property and equipment, net 76,178 77,511 Right of use asset - operating leases 60,746 53,097 Deposits and other assets 1,456 1,498 Intangible assets, net 18,824 20,080 Goodwill 61,152 61,152 Total assets $ 389,224 $ 386,400 Liabilities and Stockholders' Equity Liabilities: Accounts payable $ 27,355 $ 27,369 Accrued liabilities 27,543 31,834 Income taxes payable 2,780 2,334 Current portion of lease obligations - operating leases 11,490 11,495 Current portion of lease obligations - finance leases 581 573 Current portion of long-term debt 30,901 36,282 Current portion of notes payable related parties 800 800 Seller notes - related parties 275 275 Total current liabilities 101,725 110,962 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, net 8,685 9,156 Other non-current obligations 3,979 3,945 Total liabilities 293,933 291,096 Commitments and contingencies Stockholders' equity: Series E convertible preferred stock, $ 0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at 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 2 2 Paid in capital 75,899 75,848 Treasury stock common 754,391 shares as of December 31, 2025 and September 30, 2025 ( 9,600 ) ( 9,600 ) Treasury stock Series E preferred 80,000 shares as of December 31, 2025 and September 30, 2025 ( 7 ) ( 7 ) Retained earnings 28,997 29,061 Total stockholders' equity 95,291 95,304 Total liabilities and stockholders' equity $ 389,224 $ 386,400 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents LIVE VENTURES INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED) (dollars in thousands, except per-share amounts) For the Three Months Ended December 31, 2025 2024 Revenue $ 108,544 $ 111,508 Cost of revenue 73,191 76,146 Gross profit 35,353 35,362 Operating expenses: General and administrative expenses 27,842 30,071 Sales and marketing expenses 4,060 4,529 Total operating expenses 31,902 34,600 Operating income 3,451 762 Other expense: Interest expense, net ( 3,561 ) ( 4,162 ) Gain on extinguishment of debt — 713 Gain on settlement of earnout liability — 2,840 Other income 21 420 Total other expense, net ( 3,540 ) ( 189 ) (Loss) income before provision for income taxes ( 89 ) 573 (Benefit) provision for income taxes ( 25 ) 81 Net (loss) income $ ( 64 ) $ 492 (Loss) income per share: Basic $ ( 0.02 ) $ 0.16 Diluted $ ( 0.02 ) $ 0.16 Weighted average common shares outstanding: Basic 3,071,656 3,124,581 Diluted 3,071,656 3,124,820 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Table of Contents LIVE VENTURES INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (dollars in thousands) For the Three Months Ended December 31, 2025 2024 Operating Activities: 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 Amortization of debt issuance cost 111 21 Stock based compensation expense 51 51 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 allowance for doubtful accounts ( 149 ) ( 110 ) Change in reserve for obsolete inventory 306 ( 73 ) Changes in assets and liabilities: Trade receivables 5,899 8,931 Inventories 2,198 3,035 Prepaid expenses and other current assets 242 531 Deposits and other assets 41 ( 667 ) Accounts payable ( 14 ) ( 2,525 ) Accrued liabilities ( 4,292 ) ( 3,016 ) Income taxes payable 446 535 Other noncurrent liabilities 35 — Net cash provided by operating activities 9,847 9,400 Investing Activities: Purchase of property and equipment ( 1,336 ) ( 1,817 ) Net cash used in investing activities ( 1,336 ) ( 1,817 ) Financing Activities: 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 the issuance of related party notes payable — 1,932 Payments on related party notes payable — ( 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 ) 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 Cash, end of period $ 15,133 $ 7,407 Supplemental cash flow disclosures: Interest paid $ 3,452 $ 3,284 Noncash financing and investing activities: Noncash debt discount on related party notes $ — $ 713 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Table of Contents LIVE VENTURES INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (dollars in thousands) Series E Preferred Stock Common Stock Series E Preferred Stock Common Stock Shares Amount Shares Amount Paid-In Capital Treasury Stock Treasury Stock Retained Earnings Total Equity Balance, September 30, 2025 47,840 $ — 3,071,656 $ 2 $ 75,848 $ ( 7 ) $ ( 9,600 ) $ 29,061 $ 95,304 Stock based compensation — — — — 51 — — — 51 Net loss — — — — — — — ( 64 ) ( 64 ) Balance, December 31, 2025 47,840 $ — 3,071,656 $ 2 $ 75,899 $ ( 7 ) $ ( 9,600 ) $ 28,997 $ 95,291 Series E Preferred Stock Common Stock Series E Preferred Stock Common Stock Shares Amount Shares Amount Paid-In Capital Treasury Stock Treasury Stock Retained Earnings Total Equity Balance, September 30, 2024 47,840 $ — 3,131,360 $ 2 $ 69,692 $ ( 7 ) $ ( 9,072 ) $ 12,274 $ 72,889 Stock based compensation — — — — 51 — — — 51 Purchase of common treasury stock — — ( 15,686 ) — — — ( 157 ) — ( 157 ) Net income — — — — — — — 492 492 Balance, December 31, 2024 47,840 $ — 3,115,674 $ 2 $ 69,743 $ ( 7 ) $ ( 9,229 ) $ 12,766 $ 73,275 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Table of Contents LIVE VENTURES INCORPORATED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (dollars in thousands, except per-share amounts) Note 1: Background and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, “Live Ventures” or the “Company”). Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. The Company has five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail-Entertainment segment includes Vintage Stock, Inc. (“Vintage Stock”), which is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems, and components. The Retail-Flooring segment includes Flooring Liquidators, Inc. (“Flooring Liquidators”), which is engaged in the retail sale and installation of floors, carpets, and countertops. The Flooring Manufacturing segment includes Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floor coverings. The Steel Manufacturing Segment includes Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods, The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries, Precision Metal Works, Inc. (“PMW”), which is engaged in metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices, and Central Steel Fabricators, LLC ("Central Steel"), a Chicago-based manufacturer of specialized fabricated metal products primarily for data centers and the communications industry. PMW reports on a 13-week quarter, as opposed to the Company's calendar quarter reporting. However, the Company has determined that the difference in reporting periods has no material effect on its reported financial results. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for the three months ended December 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026. The financial information included in these statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto as of September 30, 2025 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025 (the “2025 Form 10-K”). Note 2: Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period. 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. 7 Table of Contents Revenue Recognition General The Company accounts for its sales revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”). Topic 606 provides a five-step revenue recognition model that is applied to the Company’s customer contracts. Under this model we (i) identify the contract with the customer, (ii) identify our performance obligations in the contract, (iii) determine the transaction price for the contract, (iv) allocate the transaction price to our performance obligations, and (v) recognize revenue when or as we satisfy our performance obligations. Revenue is recognized upon transfer of control of the promised goods or the performance of the services to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company enters into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Retail - Entertainment Segment The Retail-Entertainment Segment derives revenue primarily from direct sales of entertainment products. Sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Revenue is recorded net of sales taxes collected from customers. The Company recognizes the portion of the dollar value of prepaid stored-value products that ultimately is unredeemed (“breakage”) in accordance with ASC 606-10-32-11 through 32-13 Measurement-Constraining Estimates of Variable Consideration. Retail - Flooring Segment The Retail-Flooring Segment derives revenue primarily from the sale of flooring products and installation services, which are recognized at the point-of-sale and over time, respectively. Retail sales are generally of a cash-and-carry nature and contain a single performance obligation. Consequently, revenue is recorded at the point in time in which the sale is made. Installation services generally contain multiple performance obligations requiring revenue to be recognized over a period of time based on percentage of completion. For sales that include installation, revenue is recognized upon completion of the installation of the material in accordance with the contract, as this method is the best depiction of when the transfer of goods or services takes place. All direct costs are either paid and/or accrued for in the period in which the sale is recorded. Revenue is recorded net of sales taxes collected from customers. Flooring and Steel Manufacturing Segments The Flooring Manufacturing Segment derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segment generates revenue, including shipping and handling, from four primary sources: the manufacture and sale of De‑Carb Free Tool and Alloy Steel in the form of Plate, Precision Ground Flat Stock, and Drill Rod; the manufacture and sale of Industrial Knives used in the Tissue and Steel Processing industries; the stamping of Appliance and Automotive Parts; and the production and sale of Cable Racking and Fixtures for Data and Communication Centers. Revenue for these segments generally contains a single performance obligation and is recognized at the point title passes to the customer. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenue is recorded net of taxes collected from customers. All direct costs are either paid and/or accrued for in the period in which the sale is recorded. Spare Parts For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives the product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company has no additional performance obligations other than spare parts sales that are material in the context of the contract. The amount of consideration received and revenue recognized varies due to sales incentives and returns offered to customers. When customers retain the right to return eligible products, the Company reduces revenue for the estimate of the expected returns, which is primarily based on an analysis of historical experience. Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective 8 Table of Contents for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company intends to implement the new guidance in its income tax disclosures beginning with its Annual Report on Form 10‑K for the year ending September 30, 2026. 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. GAAP in the same disclosures as other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expense. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating ASU 2024-03 to determine the impact it may have on its consolidated financial statements. Note 3: Inventory The following table details the Company's inventory as of December 31, 2025 and September 30, 2025 (in $000's): Inventory, net December 31, 2025 September 30, 2025 Raw materials $ 33,541 $ 33,669 Work in progress 8,735 8,152 Finished goods 42,421 44,207 Merchandise 39,319 40,187 124,016 126,215 Less: Inventory reserves ( 5,804 ) ( 5,499 ) Total inventory, net $ 118,212 $ 120,716 Note 4: Property and Equipment The following table details the Company’s property and equipment as of December 31, 2025 and September 30, 2025 (in $000's): December 31, 2025 September 30, 2025 Property and equipment, net: Land $ 3,469 $ 3,469 Building and improvements 41,658 41,164 Transportation equipment 3,262 3,313 Machinery and equipment 78,052 77,440 Furnishings and fixtures 6,395 6,355 Office, computer equipment and other 4,322 4,406 137,158 136,147 Less: Accumulated depreciation ( 60,980 ) ( 58,636 ) Total property and equipment, net $ 76,178 $ 77,511 Depreciation expense was $ 2.7 million and $ 3.2 million for the three months ended December 31, 2025 and 2024, respectively. 9 Table of Contents Note 5: Leases The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum rent and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate, or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. The following table details the Company's right-of-use assets and lease liabilities as of 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 Lease liabilities: Current - operating 11,490 11,495 Current - finance 581 573 Long term - operating 54,439 46,375 Long term - finance 42,279 42,269 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 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 2027 14,844 2028 12,660 2029 9,785 2030 7,146 Thereafter 34,921 Total 96,395 Less implied interest ( 30,466 ) Present value of payments $ 65,929 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 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. 10 Table of Contents 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 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 Accumulated depreciation ( 2,478 ) ( 2,250 ) Property and equipment, net $ 24,624 $ 24,852 Total present value of future lease payments of finance leases as of December 31, 2025 (in $000's): Twelve months ended December 31, 2026 $ 4,210 2027 4,305 2028 4,424 2029 4,534 2030 4,571 Thereafter 120,506 Total 142,550 Less implied interest ( 99,690 ) Present value of payments $ 42,860 During each of the three months ended December 31, 2025 and 2024, the Company recorded no impairment charges relating to any of its leases. Note 6: Intangibles 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: Intangible assets - Tradenames $ 15,356 $ 15,356 Intangible assets - Customer relationships 13,599 13,599 Intangible assets - Other 4,330 4,330 33,285 33,285 Less: Accumulated amortization ( 14,461 ) ( 13,205 ) Total intangibles, net $ 18,824 $ 20,080 Amortization expense was $ 1.3 million for the three months ended December 31, 2025 and 2024. 11 Table of Contents The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s): Twelve months ending December 31, 2026 $ 4,988 2027 4,910 2028 4,399 2029 3,974 2030 553 Total estimated future amortization expense $ 18,824 Note 7: Goodwill 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 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. Note 8: Accrued Liabilities The following table details the Company's accrued liabilities as of December 31, 2025 and September 30, 2025 (in $000’s): December 31, 2025 September 30, 2025 Accrued liabilities: Accrued payroll and bonuses $ 7,625 $ 8,793 Accrued sales and use taxes 1,196 841 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 Accrued professional fees 841 702 Accrued expenses - other 3,463 5,584 Total accrued liabilities $ 27,543 $ 31,834 12 Table of Contents Note 9: Long-Term Debt Long-term debt as of December 31, 2025 and September 30, 2025 consisted of the following (in $000's): December 31, 2025 September 30, 2025 Revolver loans $ 44,807 $ 48,713 Equipment loans 8,761 9,617 Term loans 13,213 8,749 Other notes payable 11,105 11,509 Total notes payable 77,886 78,588 Less: unamortized debt issuance costs ( 1,066 ) ( 426 ) Net amount 76,820 78,162 Less: current portion ( 30,901 ) ( 36,282 ) Total long-term debt $ 45,919 $ 41,880 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 2027 6,660 2028 30,001 2029 361 2030 208 Thereafter 8,689 Total future maturities of long-term debt $ 76,820 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. Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. The BofA Revolver has a variable interest rate and matures on July 31, 2026. As of 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) 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, 13 Table of Contents 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”). The Eclipse Revolver is a three-year , asset-based facility that is secured by substantially all of Flooring Liquidators’ assets. Availability under the Eclipse Revolver is subject to a monthly borrowing base calculation. Flooring Liquidators’ ability to borrow under the Eclipse Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Eclipse. The Eclipse Revolver bears interest at 3.5 % per annum in excess of Adjusted Term SOFR. The Eclipse M&E loan bears interest at 5.0 % per annum in excess of Adjusted Term SOFR. The extended maturity date provides Flooring Liquidators with time to negotiate and finalize the terms of a refinancing. As of December 31, 2025 and September 30, 2025, the outstanding balance on the Eclipse Revolver was approximately $ 5.5 million and $ 6.7 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $ 0.9 million and $ 1.0 million, respectively. Loan with Fifth Third Bank (PMW) In connection with the acquisition of PMW, on July 20, 2023, PMW entered into a revolving credit facility (the “Revolving Credit Facility”) with Fifth Third Bank. The facility consists of $ 15.0 million in revolving credit (the “Fifth Third Revolver”) and approximately $ 5.0 million in M&E lending (the “Fifth Third M&E Loan”). The Fifth Third Revolver is a three-year , asset-based facility that is secured by substantially all of PMW's assets. Availability under the Fifth Third Revolver is subject to a monthly borrowing base calculation. PMW's ability to borrow under the Fifth Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth Third. Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin. Reference Rate means the greater of (a) 3.0 % or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time. The Applicable Margin for revolving loans is zero , while for the Fifth Third M&E Loan or any Capital Expenditure Term Loan (as defined in the Revolving Credit Facility), it is 50 basis points ( 0.5 %). The credit facility matures in July 2026. As of December 31, 2025 and September 30, 2025, the outstanding balance on the Fifth Third Revolver was approximately $ 7.3 million and $ 7.2 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $ 3.4 million and $ 3.6 million, respectively. Bank Midwest Revolver Loan (Vintage) On October 17, 2025, Vintage entered into an amended $ 8.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”). The amended Bank Midwest Revolver carries the same interest rate as the prior amendment and matures on October 17, 2026. As of December 31, 2025 and September 30, 2025, the outstanding balance on the Bank Midwest Revolver was $ 0 . Note payable to JCM Holdings (Marquis) During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $ 2.5 million. Marquis entered into a $ 2.0 million loan agreement, secured by the facility, with the seller of the facility, in order to complete the purchase of the facility. The loan bears interest at 6.0 %, due monthly, and matures January 2030. As of 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. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $ 10.0 million, which consisted of approximately $ 0.6 million from the sale of the land and a note payable of approximately $ 9.4 million. In connection with the transaction, Marquis entered into a lease with a 15 -year term commencing on the closing of the transaction, which provides Marquis with an option to extend the lease upon the expiration of its term. The initial annual lease rate is $ 60,000 . The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a 14 Table of Contents building from the previous owners of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.3 % per annum, with principal and interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment penalty of 5 %, which declines by 1 % for each year the loan remains unpaid for the next five years . At the end of ten years , there is no pre-payment penalty. In connection with the note payable, Marquis incurred approximately $ 458,000 in transaction costs that are being recognized as a debt issuance cost and are being amortized and recorded as interest expense over the term of the note payable. The remaining principal balance was approximately $ 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 December 31, 2025: Note #7 is for $ 5.0 million, secured by equipment. The Equipment Loan #7 is due February 2027, payable in 84 monthly payments of $ 59,000 beginning March 2020, with the final payment of $ 809,000 , bearing interest at 3.2 % per annum. As of December 31, 2025 and September 30, 2025, the balance was approximately $ 1.5 million and $ 1.7 million, respectively. Note #8 is for approximately $ 3.4 million, secured by equipment. The Equipment Loan #8 is due September 2027, payable in 84 monthly payments of $ 46,000 beginning October 2020, bearing interest at 4.0 %. As of December 31, 2025 and September 30, 2025, the balance was approximately $ 0.9 million and $ 1.1 million, respectively. In December 2021, Marquis funded the acquisition of $ 5.5 million of new equipment under Note #9 of its master agreement. The Equipment Loan #9, which is secured by the equipment, matures December 2026, and is payable in 60 monthly payments of $ 92,000 beginning January 2022, with the final payment in the amount of approximately $ 642,000 , bearing interest at 3.75 % per annum. As of December 31, 2025 and September 30, 2025, the balance was approximately $ 1.6 million and $ 1.9 million, respectively. 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 December 31, 2025 and September 30, 2025, the balance was approximately $ 3.8 million and $ 4.0 million, respectively. Note 10: Notes Payable-Related Parties Long-term debt payable to related parties (see Note 15) as of December 31, 2025 and September 30, 2025 consisted of the following (in $000's): December 31, 2025 September 30, 2025 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 800 800 Isaac Capital Group, LLC, 12.0 % interest rate, matures December 2029 2,645 2,645 Isaac Capital Group, LLC for Flooring Liquidators, 12.0 % interest rate, matures January 2028 5,000 5,000 Total notes payable - related parties 20,421 20,060 Less: unamortized debt discount ( 667 ) ( 696 ) Net amount 19,754 19,364 Less: current portion ( 800 ) ( 800 ) Total long-term portion, related parties $ 18,954 $ 18,564 15 Table of Contents Future maturities of notes to related parties at December 31, 2025 are as follows (in $000’s): Twelve months ending December 31, 2026 $ 800 2028 4,959 2029 2,019 2030 11,976 Total future maturities of long-term debt, related parties $ 19,754 Note 11: Related Party Seller Notes Seller notes as of December 31, 2025 and September 30, 2025 consisted of the following (in $000’s): December 31, 2025 September 30, 2025 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 3,000 3,000 Seller of Central Steel, 8.0 % interest rate, matures May 2029 962 1,031 Total Seller notes payable - related parties 18,962 19,031 Less: unamortized debt discount ( 734 ) ( 811 ) Net amount 18,228 18,220 Less: 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, 2026 $ 275 2027 3,275 2028 14,540 2029 138 Total $ 18,228 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 "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. 16 Table of Contents 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, Precision Marshall entered into an employment agreement with the previous owner of Central Steel to serve as its President. The employment agreement is for an initial term of two years and shall be deemed to be automatically extended, upon the same terms and conditions, for a period of one year , unless either party provides written notice of its or his intention not to extend the term at least 90 days prior to the end of the initial term. Additionally, Precision Marshall entered into a seller financed loan in the amount of $ 1.1 million with the previous owner of Central Steel (the "Sellers Subordinated Promissory Note"). The Sellers Subordinated Promissory Note bears interest at 8.0 % per annum, with interest payable quarterly in arrears. The Sellers Subordinated Promissory Note has a maturity date of May 15, 2029. As of December 31, 2025 and September 30, 2025, the remaining principal balance was $ 0.9 million and $ 1.0 million, respectively. Note 12: Stockholders’ Equity Series E Convertible Preferred Stock As of each of December 31, 2025 and September 30, 2025, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding. Treasury Stock As of each of December 31, 2025 and September 30, 2025, the Company had 754,391 shares of Treasury Stock. During the three months ended December 31, 2024, the Company repurchased 15,686 shares of its common stock for approximately $ 157,000 , and the average price paid per share was $ 10.01 . The Company did not repurchase any shares of its common stock during the three months ended December 31, 2025. Note 13: Stock-Based Compensation Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants, and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan. From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments. The value of each award is amortized on a straight-line basis over the requisite service period. 17 Table of Contents The following table summarizes stock option activity for the fiscal year ended September 30, 2025 and the three months ended December 31, 2025: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value Outstanding at September 30, 2024 60,000 $ 26.04 1.29 $ 130 Forfeited ( 35,000 ) $ 37.50 Outstanding at December 31, 2024 25,000 $ 10.00 0.04 $ — Exercisable at December 31, 2024 25,000 $ 10.00 0.04 $ — Outstanding at September 30, 2025 0 $ — 0 $ — Outstanding at December 31, 2025 0 $ — 0 $ — Exercisable at December 31, 2025 0 $ — 0 $ — The Company recognized compensation expense of approximately $ 51,000 during the three months ended December 31, 2025 and 2024 related to restricted stock awards granted to certain employees and officers based on the grant date fair value of the awards, and the revaluation for existing options whereby the expiration date was extended. As of December 31, 2025, the Company had approximately $ 0.4 million of unrecognized compensation expense associated with restricted stock awards. Note 14: Earnings Per Share Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Unaudited Condensed Consolidated Balance Sheet. Diluted net income per share is computed using the weighted average number of common shares outstanding and, 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 December 31, 2025 2024 Basic Net (loss) income $ ( 64 ) $ 492 Weighted average common shares outstanding 3,071,656 3,124,581 Basic (loss) earnings per share $ ( 0.02 ) $ 0.16 Diluted 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 Add: Series E Preferred Stock — 239 Assumed weighted average common shares outstanding 3,071,656 3,124,820 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 18 Table of Contents 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. Note 15: Related Party Transactions Transactions with Isaac Capital Group, LLC Jon Isaac, the Company’s President and Chief Executive Officer, is the President and sole member of ICG and therefore has sole voting and dispositive power over the shares of the Company held by ICG. 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 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 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 April 8, 2025, the Company entered into the Fourth Amendment to the ICG Revolver, which (i) extended the maturity date to April 8, 2030, (ii) increased the amount of available revolving credit under the facility to $ 12.0 million, and (iii) established a Fixed Conversion Price of $ 7.85 per share for obligations outstanding under the ICG Revolver, exercisable at the discretion of Mr. Isaac. The Company evaluated the amendment under ASC 470-50 and concluded that the transaction represented an extinguishment of the existing debt given that the amendment introduced a substantive conversion feature. Management assessed the fair value of the amended instrument as of the amendment date. That assessment indicated that the fair value of the amended note, inclusive of the conversion feature, exceeded the fair value of the note without the conversion feature by approximately $ 6.0 million, which was treated as a non-cash capital contribution from the lender for accounting purposes because the lender was the majority shareholder of the Company. Accordingly, the Company recorded the excess as a distribution from Retained Earnings, with a corresponding credit to Additional Paid-In Capital, which is presented on the Condensed Consolidated Statements of Changes in Stockholders’ Equity as an “In-Substance Distribution”. As of 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 % 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 December 31, 2025 and September 30, 2025, the outstanding balance on this note was $ 5.0 million. ICG PMW Note On December 14, 2024, in connection with the Settlement Agreement of the PMW Seller Financed Loans, the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of approximately $ 2.6 million (“ICG PMW Note”). The Company received proceeds of approximately $ 1.9 million from ICG, which was used to settle the loans plus accrued interest. The $ 0.7 million discount is being accreted to interest expense 19 Table of Contents using the effective interest rate method, as required by U.S. GAAP, over the term of the note. The ICG PMW Note matures on December 17, 2029, and bears interest at the contractual rate of 12.0 % per annum. Interest is payable in arrears on the first business day of each month commencing on January 2, 2025. As of December 31, 2025 and September 30, 2025, the balance on this loan was approximately $ 2.6 million. Transactions with Vintage Stock CEO Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, a wholly owned subsidiary of the Company, is the sole member of Spriggs Investments, LLC (“Spriggs Investments”). Spriggs Promissory Note II On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $ 1.0 million (the “Spriggs Loan II”). The Spriggs Loan II matures on July 31, 2024, and bears interest at a rate of 12.0 % per annum. On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan II. Under the loan modification agreement, upon full principal repayment of the Spriggs Promissory Note I, the Company will make principal payments of not less than $ 300,000 , per each 90-day period, until the Spriggs Loan II is fully repaid. Further, under the loan modification agreement, the maturity date of the Spriggs Loan II was extended to July 31, 2025. On July 30, 2025, the Company entered into a loan modification agreement of the Spriggs Loan II that extends the maturity date to July 31, 2026. All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended. As of 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 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 $ 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 Jon Isaac, the Company's President and Chief Executive Officer, is the sole member of Spyglass Estate Planning, LLC (“Spyglass”). Building Leases On July 1, 2022, in connection with its acquisition of certain assets and intellectual property of Better Backers, Inc., Marquis entered into two building leases with Spyglass. The building leases are for 20 years with two options to renew for an additional five years each. The provisions of the lease agreements include an initial 24 -month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. The Company has evaluated each lease and determined the rental amounts to be at market rates. Seller Notes The Company routinely enters into related-party seller notes in conjunction with its acquisitions. See Note 11 for the details related to existing seller notes. Note 16: Commitments and Contingencies 20 Table of Contents Litigation SEC Investigation On February 21, 2018, the Company received a subpoena from the SEC and a letter from the SEC stating that it was conducting an investigation. The subpoena requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors. On August 12, 2020, three of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation. On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the SEC investigation. The Wells Notices related to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart, Inc. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff had made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018. On August 2, 2021, the SEC filed a civil Complaint in the United States District Court for the District of Nevada naming the Company and two of its executive officers – Jon Isaac, the Company’s current President and Chief Executive Officer, and Virland Johnson, the Company’s former Chief Financial Officer, as defendants (collectively, the “Company Defendants”) as well as certain other related third parties (the “SEC Complaint”). The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Exchange Act and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at www.sec.gov/litigation/litreleases/2021/lr25155.htm. On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the SEC complaint. On September 7, 2022, the court denied the Company Defendants’ Motion to Dismiss, but granted one of the third-party defendant’s Motions to Dismiss, granting the SEC leave to file an Amended Complaint. On September 21, 2022, the SEC filed an Amended Complaint to which the Company Defendants filed an Answer on October 11, 2022, denying liability. The court subsequently entered a discovery scheduling order and the parties exchanged initial disclosures. The parties participated in a mediation in June 2023. The mediation was not successful. Fact discovery was completed on May 20, 2024. The parties completed expert discovery in September 2024 and filed cross Motions for Summary Judgment in October 2024. 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 On August 13, 2021, Daniel E. Sieggreen, individually and on behalf of all others similarly situated claimants (the "Plaintiff"), filed a class action Complaint for violation of federal securities laws in the United States District Court for the District of Nevada, naming the Company, Jon Isaac, the Company's current President and Chief Executive Officer, and Virland Johnson, the Company's former Chief Financial Officer, as defendants (collectively, the "Company Defendants"). The allegations asserted are similar to those in the SEC Complaint. Among other sought relief, the complaint seeks damages in connection with the purchases and sales of the Company’s securities between December 28, 2016 and August 3, 2021. As of December 17, 2021, the judge granted a stipulation to stay proceedings pending the resolutions of the Motions to Dismiss in the SEC Complaint. On February 1, 2023, the final Motion to Dismiss relating to the SEC Complaint was denied, which was subsequently noticed in the Sieggreen action on February 2, 2023. Plaintiff filed an Amended Complaint on March 6, 2023. On May 5, 2023, the Company Defendants filed a Motion to Dismiss the Amended Complaint. The Motion to Dismiss was heard and granted with Leave to Amend on September 30, 2024. The Second Amended Complaint was filed on October 31, 2024. We filed a Motion to Dismiss the Second Amended Complaint on December 16, 2024 and the briefing is complete. On September 30, 2025, the Court denied the motion to dismiss the 21 Table of Contents 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 On July 27, 2022, Irma Sanchez, a former employee of Elite Builder Services, Inc. (“Elite Builders”), filed a class action Complaint against Elite Builders in the Superior Court of California, County of Alameda, which case was transferred to Stanislaus Count. The Complaint alleges that Elite Builders failed to pay all minimum and overtime wages, failed to provide lawful meal periods and rest breaks, failed to provide accurate itemized wage statements, and failed to pay all wages due upon separation as required by California law. The Complaint was later amended as a matter of right on October 4, 2022. Ms. 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. General The Company is involved in various claims and lawsuits arising in the normal course of business. The ultimate results of claims and litigation cannot be predicted with certainty. The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued. Note 17: Segment Reporting Live Ventures Incorporated is a diversified holding company that acquires and operates businesses across industries with a demonstrated history of earnings power. In accordance with ASC 280, Segment Reporting , the Company has identified four reportable segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, and Steel Manufacturing. This segmentation reflects how the Chief Operating Decision Maker (“CODM”), consisting of the Company’s Chief Executive Officer and Chief Financial Officer, evaluates financial performance and allocates resources across the Company’s operations. The Corporate and Other segment does not meet the criteria to be presented as a reportable segment under ASC 280. The CODM regularly evaluates segment performance using revenue, gross profit, gross profit margin, income (loss) before income taxes, and Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (“Adjusted EBITDA”). These measures are used to allocate the Company’s resources and assess operating effectiveness. 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. 22 Table of Contents • 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 Revenue $ 23,621 $ 25,327 $ 28,861 $ 31,862 $ 109,671 $ 7 $ ( 1,134 ) $ 108,544 Cost of revenue 10,048 17,301 21,636 25,514 74,499 5 ( 1,313 ) 73,191 Gross profit 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 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 Other adjustments — 50 — 344 394 — — 394 Adjusted EBITDA $ 4,967 $ ( 2,301 ) $ 3,275 $ 3,314 $ 9,255 $ ( 1,163 ) $ ( 300 ) $ 7,792 23 Table of Contents Three Months Ended December 31, 2024 Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Total Reportable Segments Corporate and Other Intercompany Eliminations Total Revenue $ 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 Gross profit 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 Note 18: Subsequent Events The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements. 24 Table of Contents