0001045742false00010457422025-02-062025-02-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2025
________________________________________________
Live Ventures Incorporated
(Exact name of Registrant as Specified in Its Charter)
________________________________________________
Nevada001-3393785-0206668
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
325 E. Warm Springs Road, Suite 102
Las Vegas, Nevada
89119
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (702) 997-5968
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per shareLIVEThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02 Results of Operations and Financial Condition.
On February 6, 2025, Live Ventures Incorporated issued a press release announcing its financial results for its fiscal first quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit
Number		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIVE VENTURES INCORPORATED
By:/s/ Jon Isaac
Name: Jon Isaac
Title:   Chief Executive Officer
Dated: February 12, 2025
3

Live Ventures Reports Fiscal First Quarter 2025 Financial Results

LAS VEGAS, February 6, 2025 -- Live Ventures Incorporated (Nasdaq: LIVE) (“Live Ventures” or the “Company”), a diversified holding company, today announced financial results for its fiscal first quarter 2025 ended December 31, 2024. 

Fiscal First Quarter 2025 Key Highlights:
•Revenue was $111.5 million, compared to $117.6 million in the prior year period
•Net income was $0.5 million and diluted earnings per share (“EPS”) was $0.16, compared to the prior year period net loss of $0.7 million and loss per share of $0.22. Net income for the first quarter 2025 includes a $2.8 million gain on the settlement of the earnout liability related to the Precision Metal Works, Inc. (“PMW”) acquisition and a $0.7 million gain on the settlement of PMW seller notes
•Adjusted EBITDA¹ was $5.7 million, compared to $8.7 million in the prior year period
•Total assets of $395.5 million and stockholders’ equity of $73.3 million as of December 31, 2024
•Approximately $31.1 million of cash and availability under the Company’s credit facilities as of December 31, 2024

“Both our Retail-Entertainment and Steel Manufacturing segments delivered improved operating performance in the first quarter, with increases in operating income and operating margins as compared to the prior year period. However, high interest rates and a slowdown in the housing market continued to impact our Retail-Flooring and Flooring Manufacturing segments, as reduced consumer demand weighed on performance,” commented David Verret, Chief Financial Officer of Live Ventures.

“We are pleased with the operating improvements achieved in our Retail-Entertainment and Steel Manufacturing segments during the first quarter. That said, industry-specific headwinds are impacting our Retail-Flooring and Flooring Manufacturing segments. To address this, we are implementing additional measures to enhance the efficiency of our flooring businesses,” stated Jon Isaac, President and Chief Executive Officer of Live Ventures. “Despite these challenges, we remain confident in the long-term strength of our businesses.”

First Quarter FY 2025 Financial Summary (in thousands except per share amounts)
For the three months ended December 31,
20242023% Change
Revenue $ 111,508  $ 117,593 -5.2%
Operating income  $ 762  $ 3,541 -78.5%
Net income (loss) $ 492  $ (682)172.1%
Diluted earnings (loss) per share $ 0.16  $ (0.22)172.7%
Adjusted EBITDA¹
 $ 5,744  $ 8,696 -33.9%

¹ Adjusted EBITDA is a non-GAAP measure. A reconciliation of the non-GAAP measures is included below.

Revenue decreased approximately $6.1 million, or 5.2%, to approximately $111.5 million for the quarter ended December 31, 2024, compared to revenue of approximately $117.6 million in the prior year period. The decrease is attributable to the Flooring Manufacturing, Retail-Flooring, and Steel Manufacturing segments, which decreased by approximately $6.7 million in the aggregate.
Operating income was approximately $0.8 million for the quarter ended December 31, 2024, compared with operating income of approximately $3.5 million in the prior year period. The decrease in operating income is primarily attributable to the decrease in revenue and increased general and administrative expenses in the Retail-Flooring segment. The decrease in operating income was partially offset by increased operating income in the Retail-Entertainment and Steel Manufacturing segments.
For the quarter ended December 31, 2024, net income was approximately $0.5 million, and diluted EPS was $0.16, compared with net loss of approximately $0.7 million and loss per share of $0.22 in the prior year period. The increase in net income is primarily attributable to a $2.8 million gain on the settlement of the earnout liability related to the PMW acquisition and a $0.7 million gain on the settlement of PMW seller notes.
Adjusted EBITDA¹ for the quarter ended December 31, 2024 was approximately $5.7 million, a decrease of approximately $3.0 million, or 33.9%, compared to the prior year period. The decrease in adjusted EBITDA is primarily due to an overall decrease in operating income.
As of December 31, 2024, the Company had total cash availability of $31.1 million, consisting of cash on hand of $7.4 million and availability under its various lines of credit of $23.7 million.
First Quarter FY 2025 Segment Results (in thousands)
For the three months ended December 31,
20242023% Change
Revenue
Retail - Entertainment $ 21,273  $ 20,586 3.3%
Retail - Flooring           31,747           34,319 -7.5%
Flooring Manufacturing          25,996           29,245 -11.1%
Steel Manufacturing           32,435           33,354 -2.8%
Corporate & Other                 57                  89 -36.0%
  Total Revenue $ 111,508  $ 117,593 -5.2%
For the three months ended December 31,
20242023% Change
Operating Income (loss)
Retail - Entertainment $ 3,408  $ 3,143 8.4%
Retail - Flooring            (2,174)                 90 N/A
Flooring Manufacturing                (81)               945 -108.6%
Steel Manufacturing             1,166                982 18.7%
Corporate & Other           (1,557)           (1,619)3.8%
  Total Operating Income $ 762  $ 3,541 -78.5%
2


For the three months ended December 31,
20242023% Change
Adjusted EBITDA¹
Retail - Entertainment $ 3,810  $ 3,667 3.9%
Retail - Flooring               (971) $ 1,303 -174.5%
Flooring Manufacturing                750             1,877 -60.0%
Steel Manufacturing             2,801             2,802 0.0%
Corporate & Other              (646)              (953)32.2%
    Total Adjusted EBITDA¹
 $ 5,744  $ 8,696 -33.9%
Adjusted EBITDA¹ as a percentage of revenue
Retail - Entertainment17.9%17.8%
Retail - Flooring -3.1%3.8%
Flooring Manufacturing 2.9%6.4%
Steel Manufacturing 8.6%8.4%
Corporate & OtherN/AN/A
  Total Adjusted EBITDA¹
5.2%7.4%
     as a percentage of revenue  

Retail – Entertainment
Retail-Entertainment segment revenue for the quarter ended December 31, 2024 was approximately $21.3 million, an increase of approximately $0.7 million, or 3.3%, compared to prior year period revenue of approximately $20.6 million. Revenue increased primarily due to increased consumer demand for used products. The increase in used products contributed to the increase in gross margin to 56.6% for the quarter ended December 31, 2024, compared to 56.0% for the prior year period. Operating income for the quarter ended December 31, 2024 was approximately $3.4 million, compared to operating income of approximately $3.1 million for the prior year period.
Retail – Flooring
The Retail-Flooring segment revenue for the quarter ended December 31, 2024, was approximately $31.7 million, a decrease of approximately $2.6 million, or 7.5%, compared to the prior year period revenue of approximately $34.3 million. The decrease was primarily due to reduced demand. Gross margin for the quarter ended December 31, 2024 was 37.2%, compared to 38.0% for the prior year period. The decrease in gross margin was primarily driven by a change in product mix. Operating loss for the quarter ended December 31, 2024 was approximately $2.2 million, compared to operating income of approximately $0.1 million for the prior year period. The increase in operating loss was primarily due to additional wages and other general and administrative costs during the quarter ended December 31, 2024.
Flooring Manufacturing
3


Revenue for the quarter ended December 31, 2024 was approximately $26.0 million, a decrease of approximately $3.2 million, or 11.1%, compared to prior year period revenue of approximately $29.2 million. The decrease in revenue was primarily due to reduced consumer demand. Gross margin was 21.2% for the quarter ended December 31, 2024, compared to 22.0% for the prior year period. The decrease in gross margin was primarily due to changes in product mix. Operating loss for the quarter ended December 31, 2024 was approximately $0.1 million, compared to operating income of approximately $0.9 million for the prior year period.
Steel Manufacturing
Revenue for the quarter ended December 31, 2024 was approximately $32.4 million, a decrease of approximately $0.9 million or 2.8%, compared to prior year period revenue of approximately $33.4 million. The decrease was primarily due to reduced customer demand, partially offset by incremental revenue of $3.1 million at Central Steel Fabricators, LLC (“Central Steel”), which was acquired in May 2024. Gross margin was 18.3% for the quarter ended December 31, 2024, compared to 15.8% for the prior year period. The increase in gross margin was primarily due to strategic price increases, as well as the acquisition of Central Steel. Operating income for the quarter ended December 31, 2024 was approximately $1.2 million, compared to operating income of approximately $1.0 million in the prior year period.
Corporate and Other
Revenue for the quarter ended December 31, 2024 was approximately $57,000, a decrease of approximately $32,000, or 36.0%, compared to prior year period revenue of approximately $89,000. Operating loss for the quarters ended December 31, 2024 and 2023 were approximately $1.6 million.

Non-GAAP Financial Information

Adjusted EBITDA
We evaluate the performance of our operations based on financial measures, such as “Adjusted EBITDA,” which is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’s ability to fund acquisitions and other capital expenditures and to service its debt. Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company’s financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by generally accepted accounting principles (“GAAP”), should not be construed as an alternative to net income or loss, and is indicative neither of our results of operations, nor of cash flow available to fund our cash needs. It is, however, a measurement that the Company believes is useful to investors in analyzing its operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with GAAP. As companies often define non-GAAP
4


financial measures differently, Adjusted EBITDA, as calculated by Live Ventures Incorporated, should not be compared to any similarly titled measures reported by other companies.

Forward-Looking and Cautionary Statements
The use of the word “Company” refers to Live Ventures and its wholly owned subsidiaries. Certain statements in this press release contain or may suggest “forward-looking” information within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, each as amended, that are intended to be covered by the “safe harbor” created by those sections. Words such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar statements are intended to identify forward-looking statements. Live Ventures may also make forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 10-K and 10-Q, Current Reports on Form 8-K, in its annual report to stockholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. Live Ventures undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
About Live Ventures Incorporated
Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. Live Ventures’ acquisition strategy is sector-agnostic and focuses on well-run, closely held businesses with a demonstrated track record of earnings growth and cash flow generation. The Company looks for opportunities to partner with management teams of its acquired businesses to build increased stockholder value through a disciplined buy-build-hold long-term focused strategy. Live Ventures was founded in 1968. In late 2011, Jon Isaac, Chief Executive Officer and strategic investor, joined the Company's Board of Directors and later refocused it into a diversified holding company. The Company’s current portfolio of diversified operating subsidiaries includes companies in the textile, flooring, tools, steel, and entertainment industries.

Contact:
Live Ventures Incorporated
Greg Powell, Director of Investor Relations
725.500.5597
gpowell@liveventures.com
www.liveventures.com

Source: Live Ventures Incorporated
5


CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands, except per share amounts)
December 31, 2024
September 30, 2024
(Unaudited)
Assets
Cash
$    7,407    
$    4,601    
Trade receivables, net of allowance for doubtful accounts of $1.4 million at December 31, 2024 and $1.5 million at September 30, 2024
    38,040    
    46,861    
Inventories, net
    123,389    
    126,350    
Prepaid expenses and other current assets
    3,594    
    4,123    
Total current assets
    172,430    
    181,935    
Property and equipment, net
    81,527    
    82,869    
Right of use asset - operating leases
    55,113    
    55,701    
Deposits and other assets
    1,455    
    787    
Intangible assets, net
    23,847    
    25,103    
Goodwill
    61,152    
    61,152    
Total assets
$    395,524    
$    407,547    
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable
$    28,478    
$    31,002    
Accrued liabilities
    30,548    
    31,740    
Income taxes payable
    1,483    
    948    
Current portion of lease obligations - operating leases
    13,219    
    12,885    
Current portion of lease obligations - finance leases
    467    
    368    
Current portion of long-term debt
    39,595    
    43,816    
Current portion of notes payable related parties
    7,670    
    6,400    
Seller notes - related parties
    —    
    2,500    
Total current liabilities
    121,460    
    129,659    
Long-term debt, net of current portion
    54,339    
    54,994    
Lease obligation long term - operating leases
    46,566    
    50,111    
Lease obligation long term - finance leases
    42,200    
    41,677    
Notes payable related parties, net of current portion
    6,871    
    4,934    
Seller notes - related parties
    41,119    
    40,361    
Deferred tax liability, net
    5,812    
    6,267    
Other non-current obligations
    3,882    
    6,655    
Total liabilities
    322,249    
    334,658    
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, 2024 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, 3,115,674 and 3,131,360 shares issued and outstanding at December 31, 2024 and September 30, 2024, respectively
    2    
    2    
Paid in capital
    69,743    
    69,692    
Treasury stock common 710,373 and 694,687 shares as of December 31, 2024 and September 30, 2024, respectively
    (9,229)
    (9,072)
Treasury stock Series E preferred 80,000 shares as of December 31, 2024 and September 30, 2024
    (7)
    (7)
Retained earnings
    12,766    
    12,274    
Total stockholders' equity
    73,275    
    72,889    
Total liabilities and stockholders' equity
$    395,524    
$    407,547    

6


LIVE VENTURES, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except per share)
For the Three Months Ended December 31,
2024
2023
Revenue
$    111,508    
$    117,593    
Cost of revenue
    76,146    
    81,266    
Gross profit
    35,362    
    36,327    
Operating expenses:
General and administrative expenses
    30,071    
    27,679    
Sales and marketing expenses
    4,529    
    5,107    
Total operating expenses
    34,600    
    32,786    
Operating income
    762    
    3,541    
Other expense:
Interest expense, net
    (4,162)
    (4,163)
Gain on settlement of seller notes
    713    

    —    
Gain on settlement of earnout liability
    2,840    

    —    
Other income (expense)
    420    
    (284)
Total other expense, net
    (189)
    (4,447)
Income (loss) before provision for income taxes
    573    
    (906)
Provision (benefit) for income taxes
    81    
    (224)
Net Income (loss)
$    492    
$    (682)
Income (loss) per share:
Basic and diluted
$    0.16    
$    (0.22)
Weighted average common shares outstanding:
Basic
3,124,581
3,163,541
Diluted
3,124,820
3,163,541


7


LIVE VENTURES INCORPORATED
NON-GAAP MEASURES RECONCILIATION

Adjusted EBITDA

The following table provides a reconciliation of Net (loss) income to total Adjusted EBITDA¹ for the periods indicated (dollars in thousands):

For the Three Months Ended
December 31, 2024
December 31, 2023
Net income (loss)
$    492    
$    (682)
Depreciation and amortization
    4,415    
    4,295    
Stock-based compensation
    50    
    50    
Interest expense, net
    4,162    
    4,163    
Income tax expense (benefit)
    81    
    (224)
Debt refinancing costs
    —    
    183    
Gain on extinguishment of debt
    (713)
    —    
Gain on write-off of earnout
    (2,840)
    —    
Acquisition costs
    97    
    406    
Adjusted EBITDA
$    5,744    
$    8,696    




8

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Feb. 06, 2025
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Document Period End Date Feb. 06, 2025
Entity Registrant Name Live Ventures Incorporated
Entity Central Index Key 0001045742
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Entity Incorporation, State or Country Code NV
Entity Tax Identification Number 85-0206668
Entity Address, Address Line One 325 E. Warm Springs Road
Entity Address, Address Line Two Suite 102
Entity Address, City or Town Las Vegas
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Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol LIVE
Security Exchange Name NASDAQ
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