0001045742false00010457422024-12-122024-12-12

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): December 12, 2024
________________________________________________
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 December 12, 2024, Live Ventures Incorporated issued a press release announcing its financial results for its fiscal year ended September 30, 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: December 12, 2024
3

Live Ventures Reports Fiscal Year 2024 Financial Results

LAS VEGAS, December 12, 2024 -- Live Ventures Incorporated (Nasdaq: LIVE) (“Live Ventures” or the “Company”), a diversified holding company, today announced financial results for its fiscal year ended September 30, 2024. 

Fiscal Year 2024 Key Highlights:
•Revenue increased 33.1% to $472.8 million, compared to $355.2 million in the prior year
•Gross profit increased 25.3% to $144.8 million, compared to $115.6 million in the prior year
•Net loss was $26.7 million and loss per share was $8.48, compared to the prior year net loss of $0.1 million and loss per share of $0.03. Net loss for fiscal year 2024 includes an $18.1 million goodwill impairment charge in the Retail-Flooring segment
•Adjusted EBITDA¹ was $24.5 million, compared to $31.5 million in the prior year
•Total assets of $407.5 million and stockholders’ equity of $72.9 million as of September 30, 2024
•Approximately $33.3 million of cash and availability under the Company’s credit facilities as of September 30, 2024

“Revenue increased 33.1% for fiscal year 2024 as compared to the prior year, primarily driven by the strategic acquisitions of Flooring Liquidators, Inc. (“Flooring Liquidators”) and Precision Metal Works, Inc. (“PMW”) in fiscal year 2023, as well as CSF Holdings, LLC (“Central Steel”), which was acquired in fiscal year 2024 and an increase in revenue in our Flooring Manufacturing segment,” commented David Verret, Chief Financial Officer of Live Ventures.

“Our fiscal year 2023 acquisitions drove substantial revenue and gross profit growth in fiscal year 2024,” stated Jon Isaac, President and Chief Executive Officer of Live Ventures. “However, challenging market conditions in our Retail-Flooring and Steel Manufacturing segments adversely affected the operating results of these businesses. Despite these industry-specific headwinds, we remain confident in our businesses and our long-term 'buy-build-hold' strategy.”

FY 2024 Financial Summary (in thousands except per share amounts)
For the year ended September 30,
20242023% Change
Revenue $ 472,840  $ 355,171 33.1%
Operating (loss) income $ (13,644) $ 15,449 N/A
Net loss $ (26,685) $ (102)N/A
Loss per share $ (8.48) $ (0.03)N/A
Adjusted EBITDA¹
 $ 24,497  $ 31,538 -22.3%

Revenue increased approximately $117.7 million, or 33.1%, to approximately $472.8 million for the year ended September 30, 2024, compared to revenue of approximately $355.2 million in the prior year. The
¹ Adjusted EBITDA is a non-GAAP measure. A reconciliation of the non-GAAP measures is included below.

increase is primarily attributable to the acquisitions of Flooring Liquidators and PMW, both of which were acquired during fiscal year 2023, and Central Steel, which was acquired in May 2024, that collectively added approximately $118.3 million, as well as an increase of approximately $15.2 million in the Flooring Manufacturing segment. The increase was partially offset by decreased revenue of approximately $13.7 million in the Company’s other businesses primarily due to general economic conditions.
Operating loss was approximately $13.6 million for the year ended September 30, 2024, compared with operating income of approximately $15.4 million in the prior year. The increase in operating loss is primarily attributable to the Retail-Flooring segment’s $18.1 million goodwill impairment charge and increased selling, general and administrative expenses in the Retail-Flooring segment. The increase in operating loss was also attributable to the Steel Manufacturing segment’s reduced production efficiencies as a result of lower demand and lower revenue in the Retail-Entertainment segment.
For the year ended September 30, 2024, net loss was approximately $26.7 million, and loss per share was $8.48, compared with net loss of approximately $0.1 million and loss per share of $0.03 in the prior year. The increase in net loss is primarily attributable to the goodwill impairment charge in the Retail-Flooring segment, lower operating income, and higher interest expense.
Adjusted EBITDA¹ for the year ended September 30, 2024 was approximately $24.5 million, a decrease of approximately $7.0 million, or 22.3%, compared to the prior year. The decrease in adjusted EBITDA is primarily due to an overall decrease in operating income.
As of September 30, 2024 the Company had total cash availability of $33.3 million, consisting of cash on hand of $4.6 million and availability under its various lines of credit of $28.7 million.
FY 2024 Segment Results (in thousands)
For the year ended September 30,
20242023% Change
Revenue
Retail - Entertainment $ 71,023  $ 78,124 -9.1%
Retail - Flooring         136,989           75,872 80.6%
Flooring Manufacturing        124,929         109,770 13.8%
Steel Manufacturing         139,566           88,912 57.0%
Corporate & Other               333             2,493 -86.6%
  Total Revenue $ 472,840  $ 355,171 33.1%
For the year ended September 30,
20242023% Change
Operating Income (loss)
Retail - Entertainment $ 7,177  $ 9,265 -22.5%
Retail - Flooring          (25,520)              (292)N/A
Flooring Manufacturing            8,240             6,061 36.0%
Steel Manufacturing             4,584             7,978 -42.5%
Corporate & Other           (8,125)           (7,563)-7.4%
2


  Total Operating Income $ (13,644) $ 15,449 N/A
For the year ended September 30,
20242023% Change
Adjusted EBITDA¹
Retail - Entertainment $ 8,407  $ 10,581 -20.5%
Retail - Flooring            (2,357)            3,321 -171.0%
Flooring Manufacturing           11,868           10,100 17.5%
Steel Manufacturing           11,039           12,210 -9.6%
Corporate & Other           (4,460)           (4,674)4.6%
  Total Adjusted EBITDA¹ $ 24,497  $ 31,538 -22.3%
Adjusted EBITDA¹ as a percentage of revenue
Retail - Entertainment11.8%13.5%
Retail - Flooring -1.7%4.4%
Flooring Manufacturing 9.5%9.2%
Steel Manufacturing 7.9%13.7%
Corporate & OtherN/AN/A
  Total Adjusted EBITDA¹5.2%8.9%
     as a percentage of revenue  

Retail – Entertainment
Retail-Entertainment segment revenue for the year ended September 30, 2024 was approximately $71.0 million, a decrease of approximately $7.1 million, or 9.1%, compared to prior year revenue of approximately $78.1 million. Revenue decreased primarily due to reduced consumer demand and a shift in sales mix toward used products, which generally have lower ticket sales with higher margins. The shift in sales mix also contributed to the increase in gross margin to 57.6% for the year ended September 30, 2024, compared to 54.7% for the prior year. Operating income for the year ended September 30, 2024 was approximately $7.2 million, compared to operating income of approximately $9.3 million for the prior year.
Retail – Flooring
The Retail-Flooring segment revenue for the year ended September 30, 2024, was approximately $137.0 million, an increase of approximately $61.1 million, or 80.6%, compared to the prior year revenue of approximately $75.9 million. The increase is primarily due to the acquisition of Flooring Liquidators in the second quarter of fiscal year 2023, increased revenue in Flooring Liquidator's builder design and installation segment, Elite Builder Services, and the acquisition of Carpet Remnant Outlet, Inc. (“CRO”) during the first quarter of fiscal year 2024. Gross margin for the year ended September 30, 2024 was 35.9%, compared to 36.6% for the prior year. Operating loss for the year ended September 30, 2024 was approximately $25.5 million, compared to operating loss of approximately $0.3 million for the prior year. The increase in operating
3


loss was primarily due to the recognition of the $18.1 million goodwill impairment, temporary inefficiencies associated with the acquisition of CRO, and increased selling, general and administrative expenses.

Flooring Manufacturing
Revenue for the year ended September 30, 2024 was approximately $124.9 million, an increase of approximately $15.2 million, or 13.8%, compared to prior year revenue of approximately $109.8 million. Gross margin was 25.9% for the year ended September 30, 2024, compared to 21.8% for the prior year. The revenue and gross margin increases are primarily due to increased sales associated with the acquisition of the Harris Flooring Group® brands in the fourth quarter of fiscal year 2023. Operating income for the year ended September 30, 2024 was approximately $8.2 million, compared to operating income of approximately $6.1 million for the prior year.
Steel Manufacturing
Revenue for the year ended September 30, 2024 was approximately $139.6 million, an increase of approximately $50.7 million or 57.0%, compared to prior year revenue of approximately $88.9 million. The increase is primarily due to increased revenue of approximately $51.2 million at PMW and approximately $6.0 million at Central Steel, partially offset by a $6.5 million decrease in the Company’s other Steel Manufacturing businesses. Gross margin was 15.8% for the year ended September 30, 2024, compared to 22.5% for the prior year. The decrease in gross margin is primarily due to the acquisition of PMW, which has historically generated lower margins, as well as an overall decrease in margins in the Steel Manufacturing segment due to reduced production efficiencies as a result of lower demand. Operating income for the year ended September 30, 2024 was approximately $4.6 million, compared to operating income of approximately $8.0 million in the prior year.
Corporate and Other
Revenue for the year ended September 30, 2024 was approximately $0.3 million, a decrease of approximately $2.2 million, or 86.6%, compared to prior year revenue of approximately $2.5 million. The decrease in revenue was primarily due to the closure of SW Financial in May 2023. Operating loss for the year ended September 30, 2024 was approximately $8.1 million, compared to an operating loss of approximately $7.6 million in the prior year.

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
4


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 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 Board of Directors of the Company 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:
5


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

Source: Live Ventures Incorporated

6


CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands, except per share amounts)

September 30,
2024
September 30,
2023
Assets
Cash
$    4,601    
$    4,309    
Trade receivables, net
    46,861    
    41,194    
Inventories, net
    126,350    
    131,314    
Income taxes receivable
    —    
    1,116    
Prepaid expenses and other current assets
    4,123    
    4,919    
Total current assets
    181,935    
    182,852    
Property and equipment, net
    82,869    
    80,703    
Right of use asset - operating leases
    55,701    
    54,544    
Deposits and other assets
    787    
    1,282    
Intangible assets, net
    25,103    
    26,568    
Goodwill
    61,152    
    75,866    
Total assets
$    407,547    
$    421,815    
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable
$    31,002    
$    27,190    
Accrued liabilities
    31,740    
    31,826    
Income taxes payable
    948    
    —    
Current portion of long-term debt
    43,816    
    23,077    
Current portion of notes payable related parties
    6,400    
    4,000    
Current portion of lease obligations - operating leases
    12,885    
    11,369    
Current portion of lease obligations - finance leases
    368    
    359    
Seller notes - related parties
    2,500    
    —    
Total current liabilities
    129,659    
    97,821    
Long-term debt, net of current portion
    54,994    
    78,710    
Lease obligation long term - operating leases
    50,111    
    48,156    
Lease obligation long term - finance leases
    41,677    
    32,942    
Notes payable related parties, net of current portion
    4,934    
    6,914    
Seller notes - related parties
    40,361    
    38,998    
Deferred tax liability
    6,267    
    14,035    
Other non-current obligations
    6,655    
    4,104    
Total liabilities
    334,658    
    321,680    
Commitments and contingencies


Stockholders' equity:
Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 issued and outstanding at September 30, 2024 and 2023, respectively, with a liquidation preference of $0.30 per share
    —    
    —    
Common stock, $0.001 par value, 10,000,000 shares authorized, 3,131,360 shares issued and outstanding at September 30, 2024; 3,164,330 issued and outstanding at September 30, 2023
    2    
    2    
Paid-in capital
    69,692    
    69,387    
Treasury stock common 694,687 and 660,063 shares as of September 30, 2024 and 2023
    (9,072)
    (8,206)
Treasury stock Series E preferred 50,000 shares as of September 30, 2024 and 2023
    (7)
    (7)
Accumulated earnings
    12,274    
    38,959    
Total stockholders' equity
    72,889    
    100,135    
Total liabilities and stockholders' equity
$    407,547    
$    421,815    
7



8


LIVE VENTURES, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except per share)
Years Ended September 30,
2024
2023
Revenues
$    472,840    
$    355,171    
Cost of revenues
    328,016    
    239,605    
Gross profit
    144,824    
    115,566    
Operating expenses:
General and administrative expenses
    118,040    
    86,670    
Sales and marketing expenses
    22,372    
    13,447    
Impairment expense
    18,056    
    —    
Total operating expenses
    158,468    
    100,117    
Operating (loss) income
    (13,644)
    15,449    
Other income (expense):
Interest expense, net
    (16,847)
    (12,741)
Loss on disposition of SW Financial
    —    
    (1,696)
SW Financial settlement
    —    
    2,750    
Other expense, net
    (852)
    (2,293)
Total other expense, net
    (17,699)
    (13,980)
(Loss) income before income taxes
    (31,343)
    1,469    
(Benefit) provision for income taxes
    (4,658)
    1,571    
Net loss
    (26,685)
    (102)
Loss per share:
Basic and diluted
$    (8.48)
$    (0.03)
Weighted average common shares outstanding:
Basic and diluted
3,147,646
3,133,554


9


LIVE VENTURES INCORPORATED
NON-GAAP MEASURES RECONCILIATION

Adjusted EBITDA

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

For the Year Ended September 30,
2024
2023
Net loss
$    (26,685)
$    (102)
Depreciation and amortization
    17,215    
    14,257    
Stock-based compensation
    325    
    446    
Interest expense, net
    16,847    
    12,741    
Income tax (benefit) expense
    (4,658)
    1,571    
Debt acquisition costs
    183    
    —    
Disposition of Johnson
    301    
    —    
SW Financial settlement gain
    —    
    (2,750)
Disposition of SW Financial
    —    
    1,697    
Acquisition costs
    2,314    
    3,554    
Impairment of goodwill
    18,056    
    —    
Other non-recurring company initiatives
    599    
    124    
Adjusted EBITDA
$    24,497    
$    31,538    




10

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Cover Page
Dec. 12, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 12, 2024
Entity Registrant Name Live Ventures Incorporated
Entity Central Index Key 0001045742
Entity Emerging Growth Company false
Entity File Number 001-33937
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
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89119
City Area Code 702
Local Phone Number 997-5968
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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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