Live Ventures Diversifies Portfolio, Eyes Long-Term Value

TL;DR

**LIVE is a diversified holding company with a 'buy-build-hold' strategy, making it a stable, long-term play in consumer discretionary sectors, but don't expect explosive growth.**

AI Summary

Live Ventures Inc. (LIVE) reported its fiscal year ended September 30, 2025, as a diversified holding company with operations in retail-entertainment, retail-flooring, and flooring-manufacturing. The company's retail-entertainment segment, Vintage Stock, operates 73 storefronts across 14 U.S. states, leveraging a buy-sell-trade model for movies, video games, and collectibles. The retail-flooring segment, Flooring Liquidators, acquired in January 2023, operates 25 warehouse-format stores and design centers in California, Arkansas, Missouri, and Nevada, specializing in flooring, cabinets, and countertops. This segment sources products from its wholly-owned subsidiary, Marquis Industries. Marquis Industries, the flooring-manufacturing segment, produces carpets and innovative yarns, and designs, imports, and sells luxury vinyl, laminate, and engineered hardwood flooring, operating through ten distinct brands. The company's strategy focuses on value-oriented acquisitions of domestic middle-market companies, aiming for long-term stockholder value through a 'buy-build-hold' approach.

Why It Matters

Live Ventures' diversified portfolio across entertainment retail, flooring retail, and manufacturing provides a hedge against single-industry downturns, offering investors exposure to multiple consumer discretionary sectors. The integration of Marquis Industries as a supplier to Flooring Liquidators demonstrates a vertical integration strategy that could enhance margins and supply chain control, potentially impacting competitors like Home Depot and Lowe's. This approach aims to build long-term value for shareholders by acquiring and optimizing established middle-market businesses, while also providing stable employment and diverse product offerings to customers across its various brands.

Risk Assessment

Risk Level: medium — The company operates in intensely competitive markets across its segments, including competition from mass merchants and online retailers for Vintage Stock, and big box brands like Home Depot and Lowe's for Flooring Liquidators. Additionally, the forward-looking statements highlight risks such as dependence on key customers and raw material availability in its manufacturing segments, and the ability to successfully integrate and operate acquired businesses, which could impact financial performance.

Analyst Insight

Investors should consider LIVE for its diversified, value-oriented acquisition strategy and potential for long-term stability rather than rapid growth. Monitor the successful integration of acquired businesses and performance in competitive markets, particularly the synergy between Flooring Liquidators and Marquis Industries, for signs of sustained profitability.

Key Numbers

• $5.7 million — Aggregate market value of common stock held by non-affiliates (As of March 31, 2025, indicating a smaller market capitalization)
• 3,071,656 shares — Common stock outstanding (As of December 5, 2025)
• 73 — Vintage Stock storefronts (Number of retail-entertainment locations across 14 U.S. states)
• 25 — Flooring Liquidators stores (Number of warehouse-format stores and design centers)
• 2023 — Acquisition year of Flooring Liquidators (Flooring Liquidators was acquired in January 2023)
• 1968 — Year Live Ventures was founded (Indicates the company's long operational history)
• 205 million — Adults playing video games in the U.S. (According to the 2025 Video Game Industry Report, highlighting Vintage Stock's market)
• $59 billion — Consumer spending in video game industry (Reported in 2024, indicating the size of Vintage Stock's market)
• 10 — Marquis Industries brands (Number of distinct brands operated by the flooring-manufacturing segment)
• 900,000 — Vintage Stock customer list (Size of customer list for promotions via social media and SMS)

Key Players & Entities

• Live Ventures Incorporated (company) — Registrant and diversified holding company
• Jon Isaac (person) — Chief Executive Officer and strategic investor
• Vintage Stock, Inc. (company) — Retail-Entertainment Segment subsidiary
• Flooring Liquidators, Inc. (company) — Retail-Flooring Segment subsidiary, acquired January 2023
• Marquis Industries, Inc. (company) — Flooring-Manufacturing Segment subsidiary and supplier to Flooring Liquidators
• Home Depot (company) — Primary competitor for Flooring Liquidators
• Lowe's (company) — Primary competitor for Flooring Liquidators
• Entertainment Software Association (company) — Source of video game industry market data
• Nasdaq Stock Market LLC (regulator) — Exchange where LIVE Common Stock is registered
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Reliance on Key Personnel [high — operational]: The Company's success is significantly dependent on the continued service of its Chief Executive Officer, Jon Isaac, and other key executive officers. The loss of any of these individuals could have a material adverse effect on the Company's business, financial condition, and results of operations.
• Economic Downturns Affecting Consumer Spending [medium — market]: The Company's retail segments, Vintage Stock and Flooring Liquidators, are susceptible to changes in consumer spending habits. Economic downturns or recessions could lead to reduced discretionary spending on entertainment products and home improvement items, negatively impacting sales and profitability.
• Integration of Acquired Businesses [medium — operational]: The Company's growth strategy involves acquiring and integrating new businesses. The failure to successfully integrate acquired businesses, including Flooring Liquidators acquired in January 2023, could disrupt operations, strain management resources, and prevent the realization of expected synergies.
• Compliance with Evolving Regulations [low — regulatory]: As a diversified holding company with multiple operating segments, Live Ventures is subject to various federal, state, and local regulations. Changes in these regulations, or failure to comply, could result in fines, penalties, or operational disruptions.
• Debt Financing and Interest Rate Fluctuations [medium — financial]: The Company may utilize debt financing for acquisitions and operations. Fluctuations in interest rates could increase the cost of servicing this debt, impacting profitability. The Company's debt-to-equity ratio is a key metric to monitor.
• Cybersecurity Threats [medium — operational]: The Company's operations, including customer data management and online sales, are vulnerable to cybersecurity threats. A breach could lead to financial losses, reputational damage, and legal liabilities.

Industry Context

Live Ventures operates in diverse sectors. Its Vintage Stock segment competes in the specialty entertainment retail market, influenced by trends in video games and collectibles, a market with significant consumer spending ($59 billion in 2024) and a large player base (205 million adults in the U.S.). The Flooring Liquidators and Marquis Industries segments operate within the home improvement and building materials industry, facing competition from national chains, local suppliers, and manufacturers of various flooring types.

Regulatory Implications

As a publicly traded company, Live Ventures is subject to SEC regulations and reporting requirements. Its diverse operations also mean compliance with various state and local regulations related to retail, manufacturing, and environmental standards. Cybersecurity regulations are also increasingly relevant given the reliance on digital infrastructure and customer data.

What Investors Should Do

1. Monitor revenue growth and margin trends across segments.
2. Analyze the impact of acquisitions on financial performance.
3. Assess the company's debt levels and ability to service debt.
4. Evaluate management's effectiveness in navigating economic cycles.

Key Dates

• 2023-01-01: Acquisition of Flooring Liquidators — Expanded the Company's presence in the retail-flooring segment, diversifying revenue streams.
• 1968-01-01: Founding of Live Ventures — Establishes a long operational history for the company, indicating experience in various market cycles.
• 2025-03-31: Determination of Aggregate Market Value of Common Stock Held by Non-Affiliates — Indicates a market capitalization of $5.7 million as of this date, suggesting a smaller-cap company.
• 2025-12-05: Record Date for Common Stock Outstanding — 3,071,656 shares of common stock were outstanding as of this date.

Glossary

Diversified Holding Company

A company that owns a controlling stake in a portfolio of smaller companies, which operate in different industries. (Describes Live Ventures' business model, which spans retail-entertainment, retail-flooring, and flooring-manufacturing.)

Buy-Build-Hold Strategy

An investment strategy where a company acquires businesses ('buy'), improves their operations and profitability ('build'), and then retains them for long-term value creation ('hold'). (This is Live Ventures' stated strategy for increasing stockholder value.)

Middle-Market Companies

Businesses that fall between small businesses and large corporations, typically defined by revenue or employee count, often privately held. (Live Ventures specifically targets these types of companies for acquisition.)

Specialty Entertainment Retailer

A retail business that focuses on a specific niche within the entertainment market, such as movies, video games, or collectibles. (This term describes Vintage Stock's business model.)

Warehouse-Format Stores

Retail stores characterized by a large, open layout, often with a focus on bulk inventory and lower prices, typically serving as distribution points. (Describes the format of Flooring Liquidators' 25 locations.)

Luxury Vinyl, Laminate, and Engineered Hardwood Flooring

Types of flooring materials that offer aesthetic appeal and durability, often positioned as alternatives to traditional hardwood or tile. (These are key product categories for Marquis Industries' flooring segment.)

Year-Over-Year Comparison

This analysis is based on the 10-K for the fiscal year ended September 30, 2025. A direct comparison to the previous year's filing (fiscal year ended September 30, 2024) would require access to that document's specific financial figures and risk factor updates. However, the acquisition of Flooring Liquidators in January 2023 indicates a significant strategic shift and potential for revenue diversification compared to prior periods.

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share LIVE The Nasdaq Sto
• $59 billion — deo game industry reported in excess of $59 billion in consumer spending in 2024. Competit
• $33.2 billion — loor covering industry had an estimated $33.2 billion in sales. Floor covering sales are inf
• $11.2 billion — industry had shipments of approximately $11.2 billion in 2024. The carpet and rugs industry h
• $22.0 billion — aminate, had shipments of approximately $22.0 billion in 2024. As with carpet and rugs, the m

Filing Documents

• live-20250930.htm (10-K) — 2599KB
• exhibit19_liveventuresinco.htm (EX-19.1) — 45KB
• exhibit23_1xconsent2025.htm (EX-23.1) — 2KB
• live-20250930xexx311.htm (EX-31.1) — 10KB
• live-20250930xexx312.htm (EX-31.2) — 10KB
• live-20250930xexx321.htm (EX-32.1) — 6KB
• live-20250930xexx322.htm (EX-32.2) — 6KB
• 0001628280-25-057711.txt ( ) — 13648KB
• live-20250930.xsd (EX-101.SCH) — 87KB
• live-20250930_cal.xml (EX-101.CAL) — 151KB
• live-20250930_def.xml (EX-101.DEF) — 567KB
• live-20250930_lab.xml (EX-101.LAB) — 996KB
• live-20250930_pre.xml (EX-101.PRE) — 826KB
• live-20250930_htm.xml (XML) — 1996KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 12 Item 1B. Unresolved Staff Comments 25 Item 1C. Cybersecurity 25 Item 2.

Properties

Properties 26 Item 3.

Legal Proceedings

Legal Proceedings 28 Item 4. Mine Safety Disclosures 28 Part II 29 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29 Item 6. [Reserved] 30 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 40 Reports of Independent Registered Public Accounting Firms F- 1 Consolidated Financial Statements: Consolidated Balance Sheets at September 30, 202 5 and 202 4 F- 3 Consolidated Statements of Income (Loss) for the Years Ended September 30, 202 5 and 202 4 F- 4 Consolidated Changes in Stockholders' Equity for the Years Ended September 30, 202 5 and 202 4 F- 5 Consolidated Statements of Cash Flows for the Years Ended September 30, 202 5 and 202 4 F- 6

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements F- 8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42 Item 9A.

Controls and Procedures

Controls and Procedures 42 Item 9B. Other Information 43 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 44 Part III Item 10. Directors, Executive Officers and Corporate Governance 44 Item 11.

Executive Compensation

Executive Compensation 49 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 53 Item 13. Certain Relationships and Related Transactions, and Director Independence 55 Item 14. Principal Accountant Fees and Services 59 Part IV 60 Item 15. Exhibits and Financial Statement Schedules 60 Item 16. Form 10-K Summary 68

Signatures

Signatures 69 i Table of Contents As used in this Annual Report on Form 10-K (this "Form 10-K"), unless otherwise stated or the context otherwise requires, references to "we," "us," "our," the "Company," "Live Ventures" and similar references refer collectively to Live Ventures Incorporated and its subsidiaries. ii Table of Contents

Forward-Looking Statements

Forward-Looking Statements This Form 10-K contains statements that could constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements because they contain words such as believes,'' expects,'' may,'' will,'' should,'' seeks,'' approximately,'' intends,'' plans,'' estimates,'' or anticipates'' or similar expressions that concern our strategy, plans, or intentions. Any statements we make relating to our future operations, performance and results, anticipated liquidity, or ongoing business strategies or prospects and possible Live Ventures' actions, are forward-looking statements. This report, including any information incorporated by reference in this report, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties that may change at any time and many of which are beyond the Company's control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, including, without limitatio

Business

ITEM 1. Business Our Company The "Company," "Live Ventures", "Live", "we," "our," and "us" are used interchangeably to refer to Live Ventures Incorporated and its subsidiaries, as appropriate in the context. Live Ventures Incorporated (Nasdaq: LIVE) is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. Live Ventures' acquisition strategy is industry 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 to build increased stockholder value through a disciplined buy-build-hold, long-term focused strategy. Live Ventures was founded in 1968 and later refocused under our Chief Executive Officer and strategic investor, Jon Isaac. The Company's current portfolio of diversified operating subsidiaries includes companies in the textile, flooring, tools, steel, and entertainment industries. Live's operating businesses are managed on a decentralized basis. There are no centralized or integrated business functions (such as sales, marketing, purchasing, or human resources) and there is minimal involvement by the Company's corporate headquarters staff in the day-to-day business activities of our operating businesses. Live Ventures' corporate management is ultimately responsible for significant capital allocation decisions, investment activities, and the selection of a Chief Executive Officer to head each of Live's operating businesses. Live's corporate management team is also responsible for establishing and monitoring Live Ventures' corporate governance practices, monitoring governance efforts, including those at the operating businesses, and participating in the resolution of governance-related issues, as needed. Available Information Live's website, located at www.liveventures.com, provides additional information about us. On our website, anyone can obtain, fre

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