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What changed in LIVE VENTURES Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of LIVE VENTURES Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+190 added−207 removedSource: 10-K (2025-12-17) vs 10-K (2024-12-19)

Top changes in LIVE VENTURES Inc's 2025 10-K

190 paragraphs added · 207 removed · 163 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

53 edited+9 added−14 removed58 unchanged
Biggest changeMarketing Vintage Stock markets its stores primarily via social media apps, SMS text messages, including, but not limited to, individual store and corporate Facebook and Twitter accounts. It has an approximately 900,000-customer list for distribution of its digital new release catalog and promotion of online and brick and mortar sales and coupons.
Biggest changeWhen Vintage Stock customers bring in items to sell, they have two options: (i) sell their pre-owned products for cash or (ii) opt for store credit and receive a 50% bonus. 2 Table of Contents Marketing Vintage Stock markets its stores primarily via social media apps, SMS text messages, including, but not limited to, individual store and corporate Facebook and Twitter accounts.
Marquis offers over 200 running line styles under four brands; Marquis, Gulistan and Lonesome Oak, and Kraus, each of which provide quality and value. Marquis products feature high twist yarns produced with ultra-soft fibers, or high-performance commercial fibers, and are designed to perform well in high traffic areas.
Marquis offers over 200 running line styles under four brands; Marquis, Gulistan, Lonesome Oak, and Kraus, each of which provide quality and value. Marquis products feature high twist yarns produced with ultra-soft fibers, or high-performance commercial fibers, and are designed to perform well in high traffic areas.
Flooring Liquidators is a leading retailer and installer of flooring, carpeting, cabinets, and countertops to consumers, builders, and contractors in California, operating 25 warehouse-format stores and design centers operated in Arkansas, California, Minnesota, Missouri, and Nevada. Over the years, the company has established a strong reputation for innovation, efficiency and service in the home renovation and improvement market.
Flooring Liquidators is a leading retailer and installer of flooring, carpeting, cabinets, and countertops to consumers, builders, and contractors in California, operating 25 warehouse-format stores and design centers operated in Arkansas, California, Missouri, and Nevada. Over the years, the company has established a strong reputation for innovation, efficiency and service in the home renovation and improvement market.
The following is a breakdown of each brand and the specialized products sold: Brands Products and/or Services Artisans Hospitality Carpets to commercial and hospitality markets Astro Carpet Mills Specialty printed carpet to the entertainment industry and artificial turf Better Backers Finishing Commission carpet coating and finishing services Constellation Industries Contract commission printing Gulistan Floorcoverings All forms of floor covering to residential dealers featuring patterned and branded carpets Kraus Carpet tile to the commercial and main street markets and vinyl and rigid core flooring Lonesome Oak Residential carpet to dealers featuring PET and Nylon specials Lonesome Oak Manufactured Housing All forms of floor covering to manufactured housing factories Marquis Industries All forms of floor covering to dealers and home centers Naturally Aged Flooring High End Hardwood Flooring Omega Pattern Works Specialty printed carpet to the entertainment industry (bowling alleys, fun centers, movie theaters, and casinos) Products Carpets & Rugs Marquis produces innovative residential and commercial floorcovering products.
The following is a breakdown of each brand and the specialized products sold: Brands Products and/or Services Artisans Hospitality Carpets to commercial and hospitality markets Astro Carpet Mills Specialty printed carpet to the entertainment industry and artificial turf Better Backers Finishing Commission carpet coating and finishing services Constellation Industries Contract commission printing Gulistan Floorcoverings All forms of floor covering to residential dealers featuring patterned and branded carpets Kraus Carpet tile to the commercial and main street markets and vinyl and rigid core flooring Lonesome Oak Residential carpet to dealers featuring PET and Nylon specials Lonesome Oak Manufactured Housing All forms of floor covering to manufactured housing factories Marquis Industries All forms of floor covering to dealers and home centers Naturally Aged Flooring High End Hardwood Flooring Omega Pattern Works Specialty printed carpet to the entertainment industry (bowling alleys, fun centers, movie theaters, and casinos) 4 Table of Contents Products Carpets & Rugs Marquis produces innovative residential and commercial floorcovering products.
Much of the work done by Kinetic is specialized and its customers demand high quality and reliable products to keep production lines running. Kinetic has a customer base consisting of approximately 700 customers that is diversified, broad and stable. Ninety-five percent of Kinetic's revenues are from sales to companies located in the U.S. Precision Metal Works, Inc.
Much of the work done by Kinetic is specialized and its customers demand high quality and reliable products to keep production lines running. Kinetic has a customer base consisting of approximately 600 customers that is diversified, broad and stable. Ninety-five percent of Kinetic's revenues are from sales to companies located in the U.S. Precision Metal Works, Inc.
Products range from flat sheet metal blanks, appliance interior and show components such as fan shrouds, hinge assemblies, and refrigerator mullions. Automotive customers purchase structural components such as transmission support cross members, frame brackets, hinge components. PMW has hundreds of unique tools producing hundreds of different parts.
Products range from flat sheet metal blanks, appliance interior and show components such as fan shrouds, hinge assemblies, and refrigerator mullions. Automotive customers purchase structural components such as 7 Table of Contents transmission support cross members, frame brackets, and hinge components. PMW has hundreds of unique tools producing hundreds of different parts.
The largest industry served by Kinetic is the tissue industry with in excess of 350 customers. Kinetic also serves 130 steel mills or steel service centers across the U.S. and Canada.
The largest industry served by Kinetic is the tissue industry with in excess of 350 customers. Kinetic also serves 80 steel mills or steel service centers across the U.S. and Canada.
Our proprietary software is not significantly dependent on any third-party software, although our software does utilize open-source code. Notwithstanding the use of this open-source 12 Table of Contents code, we do not believe our usage requires public disclosure of our own source code nor do we believe the use of open-source code will have a material impact on our business.
Our proprietary software is not significantly dependent on any third-party software, although our software does utilize open-source code. Notwithstanding the use of this open-source code, we do not believe our usage requires public disclosure of our own source code nor do we believe the use of open-source code will have a material impact on our business.
Kinetic manufactures more than 90 types of knives and numerous associated parts with modifications and customizations available to each. Kinetic employs approximately 100 non-union employees. On June 10, 2024, Kinetic acquired certain assets and assumed certain liabilities of Midwest Grinding.
Kinetic manufactures more than 90 types of knives and numerous associated parts with modifications and customizations available to each. Kinetic employs approximately 100 non-union employees. 6 Table of Contents On June 10, 2024, Kinetic acquired certain assets and assumed certain liabilities of Midwest Grinding.
We employ both unionized and non-unionized employees and believe we have a good relationship with all employees. We recognize that attracting, motivating, and retaining talent at all levels is vital to continuing our growth and success. We offer industry-competitive wages and benefits; we are committed to maintaining a workplace environment that promotes employee productivity and satisfaction.
We employ both unionized and non-unionized employees and believe we have a good relationship with all employees. We recognize that attracting, motivating, and retaining talent at all levels is vital to continuing our growth and success. We offer industry-competitive wages and benefits; we are committed to maintaining a workplace environment that promotes employee productivity and satisfaction. 11 Table of Contents
The 2022 Essential Facts About the Computer and Video Game Industry Report (the “Video Game Industry Report”) underscores how video games have evolved into a mass medium, noting that over 215 million adults in the United States play video games, 69% of Americans have at least one gamer in their household, and two in three Americans play video games at least weekly.
The 2025 Essential Facts About the Computer and Video Game Industry Report (the “Video Game Industry Report”) underscores how video games have evolved into a mass medium, noting that over 205 million adults in the United States play video games, 69% of Americans have at least one gamer in their household, and two in three Americans play video games at least weekly.
Automotive original equipment manufacturers usually source directly with the steel mills and pass the pricing down to the tier one and on to PMW. Large 11 Table of Contents appliance manufacturers direct PMW where to purchase the steel from for each specific part. PMW does have freedom to select suppliers for some items such as paint or cardboard.
Automotive original equipment manufacturers usually source directly with the steel mills and pass the pricing down to the tier one and on to PMW. Large appliance manufacturers direct PMW where to purchase the steel from for each specific part. PMW does have freedom to select suppliers for some items such as paint or cardboard.
Stainless Steel Exhaust PMW produces housing and heat shield components for tier one heavy truck exhaust systems. These are heavy metal stampings made from stainless steel. 10 Table of Contents Central Steel Fabricators Central Steel diverse product line encompasses the entire infrastructure spectrum, providing us with a competitive edge in cost and logistics.
Stainless Steel Exhaust PMW produces housing and heat shield components for tier one heavy truck exhaust systems. These are heavy metal stampings made from stainless steel. Central Steel Fabricators Central Steel diverse product line encompasses the entire infrastructure spectrum, providing us with a competitive edge in cost and logistics.
Marquis’s product offering has remained on the cutting edge of this rapidly evolving segment of the flooring industry and will continue to be an innovator in new technology and design. Marquis Hard Surface currently offers engineered hardwood, dry-back, loose lay vinyl plank, click-and-lock rigid core plank and tile, and rolls of sheet vinyl flooring.
Marquis’s product offering has remained on the cutting edge of this rapidly evolving segment of the flooring industry and will continue to be an innovator in new technology and design. Marquis and Kraus Hard Surface currently offer dry-back, loose lay vinyl plank, click-and-lock rigid core plank and tile, and rolls of sheet vinyl flooring.
Our mobile web app builder software enables easy and efficient design, end user modification and administration, and includes a variety of other tools accessible by our team members. Human Capital Resources As of September 30, 2024, we had approximately 1,770 employees, of whom approximately 1,429 were full-time employees, in the United States.
Our mobile web app builder software enables easy and efficient design, end user modification and administration, and includes a variety of other tools accessible by our team members. Human Capital Resources As of September 30, 2025, we had approximately 1,744 employees, of whom approximately 1,366 were full-time employees, in the United States.
Kinetic distributes its products from its Greendale, Wisconsin headquarters facility, and its Milwaukee, Wisconsin manufacturing facility, as well as its recently-acquired Midwest Grinding location in Milwaukee, Wisconsin. Kinetic carries some finished goods inventory from its headquarters or at a warehouse facility in Milwaukee, Wisconsin. The majority of Kinetic products are manufactured in Greendale and shipped upon completion.
Kinetic distributes its products from its Greendale, Wisconsin headquarters facility, and its Midwest Grinding location in Milwaukee, Wisconsin. Kinetic carries some finished goods inventory from its headquarters or at a warehouse facility in Milwaukee, Wisconsin. The majority of Kinetic products are manufactured in Greendale and shipped upon completion.
Marquis is a fully integrated carpet mill, and, as a result, is able to produce carpet at the lowest cost possible for its target price point. Marquis is a one-stop shop for soft and hard surface products, allowing its customers to save time and receive quality service.
Marquis competes with other flooring manufacturers and resellers. Marquis is a fully integrated carpet mill, and, as a result, is able to produce carpet at the lowest cost possible for its target price point. Marquis is a one-stop shop for soft and hard surface products, allowing its customers to save time and receive quality service.
Flooring Liquidators serves retail and builder customers through two businesses: retail customers through its Flooring Liquidators retail stores, and builder and contractor customers through Elite Builder Services, Inc. Products Flooring Liquidators is the go-to destination for a comprehensive selection of flooring, cabinets, and countertops.
Flooring Liquidators serves retail and builder customers through two businesses: retail customers through its Flooring Liquidators retail stores, and builder and contractor customers through Elite Builder Services, Inc. Products Flooring Liquidators is the premier destination for a wide selection of flooring, cabinets, and countertops.
Competition Vintage Stock’s industry is intensely competitive and subject to rapid changes in consumer preferences and frequent product introductions. Competition is based on the ability to adopt new technology, aggressive franchising, the establishment of brand names and quality of collections.
The video game industry reported in excess of $59 billion in consumer spending in 2024. Competition Vintage Stock’s industry is intensely competitive and subject to rapid changes in consumer preferences and frequent product introductions. Competition is based on the ability to adopt new technology, aggressive franchising, the establishment of brand names and quality of collections.
For over 75 years, Precision Marshall has served steel distributors through quick and accurate service. Precision Marshall has led the industry with availability and value-added processing that saves distributors time and processing costs. Founded in 1948, Precision Marshall “The Deluxe Company” has built a reputation of integrity, speed of service and doing things the “Deluxe Way”.
Precision Marshall has led the industry with availability and value-added processing that saves distributors time and processing costs. Founded in 1948, Precision Marshall “The Deluxe Company” has built a reputation of integrity, speed of service and doing things the “Deluxe Way”.
In addition, PMW has a powder coating process that applies a thin coat of paint and bakes the powder to form an aesthetically pleasing surface that is visible to the end user and also prevents corrosion on the surface of the metal.
In addition, PMW has a powder coating process that applies a thin coat of paint and bakes the powder to form an aesthetically pleasing surface that is visible to the end user and also prevents corrosion on the surface of the metal. PMW has full engineering, tooling, and project management support for all phases of the development and manufacturing process.
Market Flooring Liquidators serves a diverse customer base consisting of homeowners, property managers, builders, and contractors. Homeowners have the flexibility to choose installation options, whether it's through the Flooring Liquidators team, their preferred installer, or a DIY approach.
In addition, Flooring Liquidators sources products from our wholly owned subsidiary, Marquis Industries, Inc. Market Flooring Liquidators serves a diverse customer base consisting of homeowners, property managers, builders, and contractors. Homeowners have the flexibility to choose installation options, whether it's through the Flooring Liquidators team, their preferred installer, or a DIY approach.
Industry and Market Marquis is an integrated carpet manufacturer and distributor of carpet and hard-surface flooring within a fragmented industry composed of a wide variety of companies from small privately held firms to large multinationals. In 2023, the U.S. floor covering industry had an estimated $34.1 billion in sales.
Naturally Aged flooring offers beautifully designed, high-end engineered hardwood floors. Industry and Market Marquis is an integrated carpet manufacturer and distributor of carpet and hard-surface flooring within a fragmented industry composed of a wide variety of companies from small privately held firms to large multinationals. In 2024, the U.S. floor covering industry had an estimated $33.2 billion in sales.
Furthermore, Flooring Liquidators’ effective logistics and warehousing operations play a pivotal role in its ability to deliver service. Through streamlined processes and attention to detail, Flooring Liquidators ensures that products are efficiently managed and readily available for its customers. This allows it to meet customer demands while maintaining high levels of quality and prompt delivery.
Through streamlined processes and attention to detail, Flooring Liquidators ensures that products are efficiently managed and readily available for its customers. This allows it to meet customer demands while maintaining high levels of quality and prompt delivery.
Marquis manufactures high quality products and offers unique customization with short lead-times. Marquis’ investment in new yarn extrusion capacity will allow expansion into new markets while reducing production costs. The new equipment allows Marquis to reduce production costs and increase margins.
Marquis manufactures high quality products and offers unique customization with short lead-times. Marquis’ investment in new yarn extrusion capacity will allow expansion into new markets while reducing production costs. The new equipment allows Marquis to reduce production costs and increase margins. Marketing Marquis has a team of approximately 60 full-time salespeople, who deepen customer relationships throughout its markets.
There are a limited number of specialized tool steel suppliers in the world, and many are located in Europe. Kinetic has established long-term relationships with all of its foreign and domestic tool steel suppliers.
Precision Marshall works with most of the highly specialized providers and has more than adequate sourcing options. The Kinetic Co., Inc. There are a limited number of specialized tool steel suppliers in the world, and many are located in Europe. Kinetic has established long-term relationships with all of its foreign and domestic tool steel suppliers.
Our innovation has yielded products and technologies that differentiate its brands in the flooring marketplace. Marquis’ state-of-the-art operations enable high quality products, unique customization, and short lead-times.
Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service. Our innovation has yielded products and technologies that differentiate its brands in the flooring marketplace. Marquis’ state-of-the-art operations enable high quality products, unique customization, and short lead-times.
Ages 18 and under make up 24% in the age breakdown and 46% of all players are 18-50 years old. 61% of American adults report playing a video game for at least one hour every week. 68% of American players view games as a way to pass time or relax and 67% of American players say it is simply to have fun.
Ages 18 and under make up 23% in the age breakdown and 49% of all players are 18-50 years old. 64% of American adults report playing a video game for at least one hour every week. 68% of American players view games as a way to pass time or relax and 62% of American players say it is simply to have fun. 87% of players report that playing the video game version of a sport improves their real-life performance. 83% of all American households report playing at least one gaming device in the past 12 months.
Competitors in the steel industry include IKS, American Shear Knife (“ASKO”), which manufactures in Mexico, or overseas, and Modern Machine located in Indiana. Small machine shops are competitors to the Kinetic contract segment. Precision Metal Works, Inc. The industry is made up of many small and midsized stampers that service appliance, automotive, aerospace, medical, and other markets.
Competitors in the steel industry include IKS, American Shear Knife (“ASKO”), which manufactures in Mexico, or overseas, and Modern Machine located in Indiana. Small machine shops are competitors to the Kinetic contract segment. 9 Table of Contents Precision Metal Works, Inc.
Deluxe Tool Steel Plate The De-Carb Free Tool Steel Plate Market in North America supplies pre-heat-treated plates that are commonly used to make tools, dies, and industrial knives used in a variety of industries with a dominance in the automotive industry.
Deluxe Tool Steel Plate The De-Carb Free Tool Steel Plate Market in North America supplies pre-heat-treated plates that are commonly used to make tools, dies, and industrial knives used in a variety of industries with a dominance in the automotive industry. 8 Table of Contents Precision Ground Flat Stock The Precision Ground Flat Stock market provides refined tool steel, alloy, and stainless flat bars that are used to make tools, dies, holder blocks, and industrial knives across all North American Manufacturing categories.
Residential products consist of broadloom carpets and rugs in a broad range of styles, colors, and textures. Commercial products consist primarily of broadloom carpet and modular carpet tile for a variety of institutional applications including office buildings, restaurant chains, schools, and other commercial establishments. The carpet industry also manufactures carpet for the automotive, recreational vehicle, small boat, and other industries.
Commercial products consist primarily of broadloom carpet and modular carpet tile for a variety of institutional applications including office buildings, restaurant chains, schools, and other commercial establishments. The carpet industry also manufactures carpet for the automotive, recreational vehicle, small boat, and other industries. The Carpet and Rug Institute (the “CRI”) is the national trade association representing carpet and rug manufacturers.
It achieves this by directly sourcing materials from manufacturers and leveraging its efficient logistics capabilities. By eliminating unnecessary intermediaries, Flooring Liquidators can pass on cost savings to its customers, enabling it to offer premium products at competitive prices. This cost advantage sets it apart in the market, ensuring that its customers receive value for their investment.
By eliminating unnecessary intermediaries, Flooring Liquidators can pass on cost savings to its customers, enabling it to offer premium products at competitive prices. This cost advantage sets it apart in the market, ensuring that its customers receive value for their investment. Furthermore, Flooring Liquidators’ effective logistics and warehousing operations play a pivotal role in its ability to deliver service.
Adhering to a lean marketing approach, Flooring Liquidators carefully allocates its advertising budget, ensuring every dollar spent yields a return on investment. Flooring-Manufacturing Segment Marquis Industries, Inc. Marquis Industries, Inc. (“Marquis”) is a leading carpet manufacturer and a manufacturer of innovative yarn products, as well as a reseller of hard surface flooring products.
Adhering to a lean marketing approach, Flooring Liquidators carefully allocates its advertising budget, ensuring every dollar spent yields a return on investment. Flooring-Manufacturing Segment Marquis Industries, Inc. Marquis Industries, Inc.
The carpet and rugs industry has two primary markets, residential and commercial, with the residential market making up the largest portion of the industry. The industry has two primary sub-markets, replacement and new construction, with the replacement market making up the larger portion of the sub-markets. Approximately 52.0% of industry shipments are made in response to residential replacement demand.
The industry has two primary sub-markets, replacement and new construction, with the replacement market making up the larger portion of the sub-markets. Approximately 56.9% of industry shipments are made in response to residential replacement demand. Residential products consist of broadloom carpets and rugs in a broad range of styles, colors, and textures.
Deluxe Tool Steel Plate Offering six different grades from 1/4 inch to 8 inches in thickness commonly used in the tooling industry, these square decarb-free, pre-heat-treated plates are finished to .020 tolerance, to provide distributors with the perfect plate to service their customers. 8 Table of Contents Precision Ground Flat Stock Over 4,000 size/grade combinations across ten grades of tool steel, alloy and stainless steel are available every day and shipped the same day out of Precision Marshall’s national distribution center in Bolingbrook, Illinois over 99% of the time.
Deluxe Tool Steel Plate Offering six different grades from 1/4 inch to 8 inches in thickness commonly used in the tooling industry, these square decarb-free, pre-heat-treated plates are finished to .020 tolerance, to provide distributors with the perfect plate to service their customers.
Competition The North American flooring industry is highly competitive with an increasing variety of product categories, shifting consumer preferences and pressures from imported products, particularly in the rug and hard surface categories. Marquis competes with other flooring manufacturers and resellers.
As with carpet and rugs, the market is split between residential and commercial and replacement and new construction, with residential replacement being the largest segment of the market. 5 Table of Contents Competition The North American flooring industry is highly competitive with an increasing variety of product categories, shifting consumer preferences and pressures from imported products, particularly in the rug and hard surface categories.
The Kinetic sales team consists of direct salespeople comprised of both employee Territory Sales Managers and outside sales representatives. This team of salespeople calls on customers and prospects located throughout the U.S. Kinetic also has a seasoned six-person inside sales team which is specialized in the market, and offers tremendous technological knowledge and insight to its customers.
The Kinetic sales team consists of direct salespeople comprised of both employee Territory Sales Managers and outside sales representatives. This team of salespeople calls on customers and prospects located throughout the U.S.
Competition is based on expertise, price, quality, location, and customer service. Metal stampings are generally heavy and large so shipping long distances or from overseas is not generally cost effective. Many of our customers have the ability to produce metal stampings however it is not the focus of their business.
The industry is made up of many small and midsized stampers that service appliance, automotive, aerospace, medical, and other markets. Competition is based on expertise, price, quality, location, and customer service. Metal stampings are generally heavy and large so shipping long distances or from overseas is not generally cost effective.
Floor covering sales are influenced by the homeowner remodeling and residential builder markets, existing home sales and housing starts, average house size, and home ownership.
Floor covering sales are influenced by the homeowner remodeling and residential builder markets, existing home sales and housing starts, average house size, and home ownership. In addition, the level of sales in the floor covering industry is influenced by consumer confidence, spending for durable goods, the condition of residential and commercial construction, and overall strength of the economy.
All products are printed on high performance nylon and are soil and stain resistant. Hard Surfaces The Marquis and Gulistan Floorcoverings Surface product lineup includes products designed for both residential and commercial end uses.
Patterns are tailored to a variety of end uses, such as fun centers, movies theatres, hotels, casinos, and corporate interiors. All products are printed on high performance nylon and are soil and stain resistant. Hard Surfaces The Marquis, Kraus, and Naturally Aged Flooring product lineup includes products designed for both residential and commercial end uses.
Competition and Competitive Advantage Flooring Liquidators’ primary competitors are big box brands like Home Depot and Lowes, as well as other prominent players such as Floor and Decor, Empire, and regional flooring companies. 4 Table of Contents Flooring Liquidators’ competitive advantages are grounded in its commitment to providing the lowest prices on flooring, countertops, and a wide range of other products.
Its e-commerce platform offers cash and carry for most products, with exceptions made for customers within a specific radius of its retail stores. 3 Table of Contents Competition and Competitive Advantage Flooring Liquidators’ primary competitors are big box brands like Home Depot and Lowes, as well as other prominent players such as Floor and Decor, Empire, and regional flooring companies.
Central Steel Fabricators Central Steel's market primarily comprises engineering and installation firms that design, install, and maintain communication networks for wireline, wireless, and VoIP carriers. These specialized contractors typically serve multiple carriers within specific geographic regions. Given the time-sensitive nature of many projects, its reliable delivery promises have fostered strong customer relationships and loyalty.
Customers are located throughout North America and Mexico with a heavy concentration of customers located less than 400 miles from its plant. Central Steel Fabricators Central Steel's market primarily comprises engineering and installation firms that design, install, and maintain communication networks for wireline, wireless, and VoIP carriers. These specialized contractors typically serve multiple carriers within specific geographic regions.
Hard Surfaces Hard flooring surfaces, such as ceramic, luxury vinyl tile, hardwood, stone, and laminate, had shipments of approximately $22.7 billion in 2023. As with carpet and rugs, the market is split between residential and commercial and replacement and new construction, with residential replacement being the largest segment of the market.
Hard Surfaces Hard flooring surfaces, such as ceramic, luxury vinyl tile, hardwood, stone, and laminate, had shipments of approximately $22.0 billion in 2024.
Marketing Marquis has a team of approximately 70 full-time salespeople, who deepen customer relationships throughout its markets. 7 Table of Contents Steel-Manufacturing Segment Precision Industries, Inc. The Company acquired Precision Industries, Inc. (“Precision Marshall”) in July 2020. Precision Marshall is the North American leader in providing and manufacturing pre-finished de-carb-free tool and die steel.
Steel-Manufacturing Segment Precision Industries, Inc. The Company acquired Precision Industries, Inc. (“Precision Marshall”) in July 2020. Precision Marshall is the North American leader in providing and manufacturing pre-finished de-carb-free tool and die steel. For over 75 years, Precision Marshall has served steel distributors through quick and accurate service.
Vintage Stock sells its new and used movies, video games, music, and toys through its website at www.vintagestock.com. Vintage Stock’s “Cooler Than Cash” program is its customer-reward program. When Vintage Stock customers bring in items to sell, they have two options: (i) sell their pre-owned products for cash or (ii) opt for store credit and receive a 50% bonus.
Vintage Stock sells its new and used movies, video games, music, and toys through its website at www.vintagestock.com. Vintage Stock’s “Cooler Than Cash” program is its customer-reward program.
PMW has full engineering, tooling, and project management support for all phases of the development 9 Table of Contents and manufacturing process. The market is large and highly specialized since no two stampings are the same. PMW works with large customers in the appliance and tier one automotive industry. Relationships are long and highly integrated.
The market is large and highly specialized since no two stampings are the same. PMW works with large customers in the appliance and tier one automotive industry. Relationships are long and highly integrated. Central Steel Fabricators Central Steel supports carriers operating in legacy wireline, wireless, and VoIP communications.
Its extensive range includes top-quality imported options in hardwood, laminate, and vinyl categories, along with strong partnerships with renowned brands like Shaw/Coretec, Mohawk, MSI, Mannington, and more. With esteemed manufacturers such as Lions Flooring, Gaia, Phenix, Compass Hardwood, Johnson Hardwood, Republic, Eternity, and Koville on display, Flooring Liquidators provides its customers with access to the highest quality products available.
Its extensive inventory features high-quality imported hardwood, laminate, and vinyl products, complemented by strong partnerships with leading brands such as Shaw, Coretec, Mohawk, MSI, Mannington, and others. Showrooms also showcase offerings from respected manufacturers, including Lions Flooring, Compass Hardwood, Johnson Hardwood, Republic, Eternity, and Koville, ensuring customers have access to the finest materials available.
There are a limited number of suppliers in the world market across each product category. Precision Marshall has developed a strength by securing a dedicated supply chain across several of its product offerings. Precision Marshall works with most of the highly specialized providers and has more than adequate sourcing options. The Kinetic Co., Inc.
While Central Steel's pricing structure remains competitive, we believe that Central Steel's exceptional service sets it apart from the competition. Raw Material and Suppliers Precision Industries, Inc. There are a limited number of suppliers in the world market across each product category. Precision Marshall has developed a strength by securing a dedicated supply chain across several of its product offerings.
Precision Metal Works, Inc. PMW ships from facilities in Louisville and Frankfort Kentucky directly to its customers. Product is FOB its dock. All product is built to firm orders. All customers require orders, shipping, and invoicing through EDI. PMW has a VP of Business Development that works with current and new customers.
Kinetic also has a seasoned five-person inside sales team which is specialized in the market, and offers tremendous technological knowledge and insight to its customers. 10 Table of Contents Precision Metal Works, Inc. PMW ships from facilities in Louisville and Frankfort Kentucky directly to its customers. Product is FOB its dock. All product is built to firm orders.
Quotations are managed by the Cost Estimator through the tooling engineering group. The VP of Engineering and the engineering staff are integral to the quotation process with direct contact with the customers. Customers are located throughout North America and Mexico with a heavy concentration of customers located less than 400 miles from its plant.
All customers require orders, shipping, and invoicing through EDI. PMW has a VP of Business Development that works with current and new customers. Quotations are managed by the Cost Estimator through the tooling engineering group. The VP of Engineering and the engineering staff are integral to the quotation process with direct contact with the customers.
These are some of our many competitors; Challenge Manufacturing, Choice Fabricators Inc., Stone City Products Inc., Big Rapids Products., UltraTech. Central Steel Fabricators Its primary competitors in the telecom space are Newton Instruments and Moreng Telecom, both of which boast long histories in the industry.
Central Steel Fabricators Its primary competitors in the telecom space are Newton Instruments and Moreng Telecom, both of which boast long histories in the industry. However, the integration of new communication technologies has introduced competition from companies traditionally focused solely on the data industry.
Vintage 3 Table of Contents Stock also uses guerrilla marketing by partnering and setting up booths with movie theaters for blockbuster releases, various trade fairs, and school donations. Market According to the Entertainment Software Association (the “ESA”), today’s video games provide rich, engaging entertainment for players across all platforms.
Market According to the Entertainment Software Association (the “ESA”), today’s video games provide rich, engaging entertainment for players across all platforms.
A quality workforce of approximately 54 employees was transitioned as part of the purchase, and that workforce is critical to maintaining the high level of quality. 5 Table of Contents At September 30, 2024, Marquis operated its business through ten brands, each specializing in a distinct area of the business.
At September 30, 2025, Marquis operated its business through ten brands, each specializing in a distinct area of the business. Marquis’ flooring source division is the largest of all of the brands.
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Gen Alpha and Gen Z players report that console play is their primary platform at 58%, followed by PC at 54%. 78% of all American households report playing at least one gaming device in the past 12 months. The video game industry reported $57 billion in consumer spending in [year].
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It has an approximately 900,000-customer list for promotion of online and brick and mortar sales and coupons. Vintage Stock also uses guerrilla marketing by partnering and setting up booths with movie theaters for blockbuster releases, various trade fairs, and school donations.
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Its e-commerce platform offers cash and carry for most products, with exceptions made for customers within a specific radius of its retail stores.
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Flooring Liquidators’ competitive advantages are grounded in its commitment to providing the lowest prices on flooring, countertops, and a wide range of other products. It achieves this by directly sourcing materials from manufacturers and leveraging its efficient logistics capabilities.
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Over the last decade, Marquis has been an innovator and leader in the value-oriented polyester carpet sector. Marquis focuses on the residential, niche commercial, and hospitality end-markets and serves thousands of customers. Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service.
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(“Marquis”) is a leading carpet manufacturer and a manufacturer of innovative yarns, as well as a designer, importer and seller of luxury vinyl, loose lay, rigid core, laminate, and engineered hardwood flooring. Marquis focuses on the residential, niche commercial, and printed hospitality end-markets and serves thousands of customers.
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On September 20, 2023, Marquis acquired the Harris Flooring Group® brands from Q.E.P., a designer, manufacturer, and distributor of a broad range of best-in-class flooring and installation solutions for commercial and home improvement projects. Specifically, Marquis acquired the Harris Flooring Group brands, inventory, and book of business and retained most sales representatives.
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Gulistan offers both ultra-soft PET fibers and Lifestrand Nylon fibers in higher end carpets. Lonesome Oak offers value-oriented carpets designed for the manufactured housing market. Kraus offers a full line of commercial carpet tile. Marquis’s specialty print brands offer printed patterned carpet designed for commercial applications.
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On July 1, 2022, Marquis acquired certain assets and intellectual property related to the carpet-backing operations of Better Backers, Inc. (“Better Backers”). For more than 40 years, Better Backers has earned a reputation for quality products and excellent service after the sale.
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Market Carpet and Rugs The carpet and rug industry had shipments of approximately $11.2 billion in 2024. The carpet and rugs industry has two primary markets, residential and commercial, with the residential market making up the largest portion of the industry.
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Marquis’ flooring source division is the largest of all of the brands.
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Precision Ground Flat Stock Over 4,000 size/grade combinations across ten grades of tool steel, alloy and stainless steel are available every day and shipped the same day out of Precision Marshall’s national distribution center in Bolingbrook, Illinois over 99% of the time.
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The Marquis, Kraus, and Naturally Aged Flooring product lineup includes products designed for both residential and commercial end uses. Marquis’s product offering has remained on the cutting edge of this rapidly evolving segment of the flooring industry and will continue to be an innovator in new technology and design.
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As data technologies continue to converge, new opportunities have emerged for its product lines, driving the company to evolve its offerings to meet the demands of the growing data and IP markets. This adaptability positions Central Steel to serve its customers effectively as they transition to next-generation technologies. Market Precision Industries, Inc.
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Marquis Hard Surface currently offers engineered hardwood, dry-back, loose lay vinyl plank, click-and-lock rigid core plank and tile, and rolls of sheet vinyl flooring. Marquis’s specialty print brands offer printed patterned carpet designed for commercial applications. Patterns are tailored to a variety of end uses, such as fun centers, movies theatres, hotels, casinos, and corporate.
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Many of our customers have the ability to produce metal stampings however it is not the focus of their business. These are some of our many competitors; Challenge Manufacturing, Choice Fabricators Inc., Stone City Products Inc., Big Rapids Products., UltraTech.
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In addition, the level of sales in the floor covering industry is influenced by consumer confidence, spending for durable goods, the condition of residential and commercial construction, and overall strength of the economy. 6 Table of Contents Market Carpet and Rugs The carpet and rug industry had shipments of approximately $11.4 billion in 2023.
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Given the time-sensitive nature of many projects, its reliable delivery promises have fostered strong customer relationships and loyalty. Corporate and Other Segment Our corporate and other segment consists of certain corporate general and administrative costs.
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The Carpet and Rug Institute (the “CRI”) is the national trade association representing carpet and rug manufacturers.
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Central Steel Fabricators Central Steel serves carriers involved in legacy wireline, wireless, and VoIP communications. The convergence of data technologies has opened new avenues for its products, prompting it to adapt its offerings for the evolving data and IP markets. Its flexibility positions it well as its customers transition to these innovative technologies. Market Precision Industries, Inc.
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Precision Ground Flat Stock The Precision Ground Flat Stock market provides refined tool steel, alloy, and stainless flat bars that are used to make tools, dies, holder blocks, and industrial knives across all North American Manufacturing categories.
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However, the integration of new communication technologies has introduced competition from companies traditionally focused solely on the data industry. While Central Steel's pricing structure remains competitive, we believe that Central Steel's exceptional service sets it apart from the competition. Raw Material and Suppliers Precision Industries, Inc.
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Corporate and Other Segment Our corporate and other segment consists of certain corporate general and administrative costs and operations of certain legacy product and service offerings for which we are no longer accepting new customers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+5 added−4 removed143 unchanged
Biggest changeAs of September 30, 2024, we had approximately $151.2 million of total consolidated principal indebtedness outstanding consisting of (in 000's): Notes Payable Revolver loans $ 60,199 Equipment loans 13,346 Term loans 10,465 Other long-term debt 15,227 Subtotal notes payable 99,237 Related Party Notes Payable Isaac Capital Group, LLC, 12.5% interest rate, matures May 2025 $ 2,000 Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2025 2,600 Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028 5,000 Spriggs Investments, LLC, 12% interest rate, matures July 2025 800 Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2025 1,000 Subtotal related party notes payable 11,400 Sellers Notes Payable - Related Party Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028 34,000 Seller of PMW, 8.0% interest rate, matures July 2028 2,500 Seller of Kinetic, 7.0% interest rate, matures September 2027 3,000 Seller of Central Steel, 8.0% interest rate, matures May 2029 1,100 Subtotal sellers notes payable 40,600 Total indebtedness $ 151,237 These financial obligations may have significant negative consequences for us, including: • limiting our ability to satisfy our obligations; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate; • placing us at a competitive disadvantage compared to competitors that have less debt; • increasing our vulnerability to, and limiting our ability to react to, changing market conditions, changes in our industry and economic downturns; • limiting our ability to obtain additional financing to fund working capital requirements, capital expenditures, debt service, acquisitions, general corporate, or other obligations; • subjecting us to a number of restrictive covenants that, among other things, limit our ability to pay dividends and distributions, make acquisitions and dispositions, borrow additional funds, and make capital expenditures and other investments; • restricting our and our wholly-owned subsidiary’s ability to make dividend payments and other payments; 14 Table of Contents • limiting our ability to use operating cash flow in other areas of our business because we must dedicate a significant portion of these funds to make principal and/or interest payments on our outstanding debt; • exposing us to interest rate risk due to the variable interest rate on borrowings under certain of our credit facilities; and • causing our failure to comply with the financial and restrictive covenants contained in our current or future indebtedness, which could cause a default under such indebtedness and which, if not cured or waived, could have a material adverse effect on us.
Biggest changeAs of September 30, 2025, we had approximately $117.7 million of total consolidated principal indebtedness outstanding consisting of (in 000's): Notes Payable Revolver loans $ 48,713 Equipment loans 9,617 Term loans 8,749 Other long-term debt 11,509 Subtotal notes payable 78,588 Related Party Notes Payable Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2030 11,615 Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028 5,000 Isaac Capital Group, LLC, 12% interest rate, matures December 2029 2,645 Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2026 800 Subtotal related party notes payable 20,060 Sellers Notes Payable - Related Party Seller of Kinetic, 7.0% interest rate, matures September 2027 3,000 Seller of Central Steel, 8.0% interest rate, matures May 2029 1,031 Seller of Flooring Liquidators, 8.24% interest rate, matures February 2028 15,000 Subtotal sellers notes payable 19,031 Total indebtedness $ 117,679 These financial obligations may have significant negative consequences for us, including: • limiting our ability to satisfy our obligations; • increasing our vulnerability to general adverse economic and industry conditions; • limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate; • placing us at a competitive disadvantage compared to competitors that have less debt; • increasing our vulnerability to, and limiting our ability to react to, changing market conditions, changes in our industry and economic downturns; • limiting our ability to obtain additional financing to fund working capital requirements, capital expenditures, debt service, acquisitions, general corporate, or other obligations; • subjecting us to a number of restrictive covenants that, among other things, limit our ability to pay dividends and distributions, make acquisitions and dispositions, borrow additional funds, and make capital expenditures and other investments; • restricting our and our wholly owned subsidiary’s ability to make dividend payments and other payments; • limiting our ability to use operating cash flow in other areas of our business because we must dedicate a significant portion of these funds to make principal and/or interest payments on our outstanding debt; • exposing us to interest rate risk due to the variable interest rate on borrowings under certain of our credit facilities; and • causing our failure to comply with the financial and restrictive covenants contained in our current or future indebtedness, which could cause a default under such indebtedness and which, if not cured or waived, could have a material adverse effect on us.
The acquisition of a company or business is accompanied by a number of risks, including: • failure of due diligence during the acquisition process; • adverse short-term effects on reported operating results; • the potential loss of key partners or key personnel in connection with, or as the result of, a transaction; • the impairment of relationships with clients of the acquired business, or our own customers, partners or employees, as a result of any integration of operations or the expansion of our offerings; • the recording of goodwill and intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges; • the diversion of management’s time and resources; 18 Table of Contents • the risk of entering into markets or producing products where we have limited or no experience, including the integration or removal of the acquired or disposed products with or from our existing products; and • the inability properly to implement or remediate internal controls, procedures and policies appropriate for a public company at businesses that prior to our acquisition were not subject to federal securities laws and may have lacked appropriate controls, procedures, and policies.
The acquisition of a company or business is accompanied by a number of risks, including: • failure of due diligence during the acquisition process; • adverse short-term effects on reported operating results; • the potential loss of key partners or key personnel in connection with, or as the result of, a transaction; • the impairment of relationships with clients of the acquired business, or our own customers, partners or employees, as a result of any integration of operations or the expansion of our offerings; • the recording of goodwill and intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges; • the diversion of management’s time and resources; • the risk of entering into markets or producing products where we have limited or no experience, including the integration or removal of the acquired or disposed products with or from our existing products; and • the inability properly to implement or remediate internal controls, procedures and policies appropriate for a public company at businesses that prior to our acquisition were not subject to federal securities laws and may have lacked appropriate controls, procedures, and policies.
Our steel manufacturing segment and other steel producers have periodically faced problems obtaining sufficient raw materials in a timely manner, and sometimes at all, due to a limited number of suppliers, delays, defaults, severe weather conditions, force majeure events (including public health crises, such as the COVID-19 pandemic and global supply chain issues and disruptions), shortages, or transportation problems (such as shortages of barges, vessels, rail cars or trucks, or disruption of rail lines, waterways, or natural gas transmission lines), resulting in production curtailments.
Our steel manufacturing segment and other steel producers have periodically faced problems obtaining sufficient raw materials in a timely manner, and sometimes at all, due to a limited number of suppliers, delays, defaults, trade restrictions, severe weather conditions, force majeure events (including public health crises, such as the COVID-19 pandemic and global supply chain issues and disruptions), shortages, or transportation problems (such as shortages of barges, vessels, rail cars or trucks, or disruption of rail lines, waterways, or natural gas transmission lines), resulting in production curtailments.
Because we have no current plans to pay cash dividends on our common stock for foreseeable future, you may not receive any return on investment unless you sell your shares of common stock for a price greater than your purchase price for your shares.
Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your shares of common stock for a price greater than your purchase price for your shares.
In addition, public announcements of the results of hearings, motions or other interim proceedings or developments in the litigation could be perceived negatively by investors, and thus have an adverse effect on the trading price of our common stock. Data breaches involving customer or employee data stored by us could adversely affect our reputation and revenues.
In addition, public announcements of the results of hearings, motions or other interim proceedings or developments in the litigation could be perceived negatively by investors, and thus have an adverse effect on the trading price of our common stock. Data breaches or other cybersecurity incidents involving customer or employee data stored by us could adversely affect our reputation and revenues.
Failure to comply with the requirements may result in administrative, civil, and criminal penalties, revocation of permits to conduct business or construct certain facilities, substantial fines or sanctions, enforcement actions (including orders limiting our operations or 24 Table of Contents requiring corrective measures), natural resource damages claims, cleanup and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law.
Failure to comply with the requirements may result in administrative, civil, and criminal penalties, revocation of permits to conduct business or construct certain facilities, substantial fines or sanctions, enforcement actions (including orders limiting our operations or requiring corrective measures), natural resource damages claims, cleanup and closure costs, and third-party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental laws, regulations, codes and common law.
These factors include, but are not limited to: • the timing and allocations of new product releases; • the timing of new store openings or closings; • shifts in the timing or content or certain promotions or service offerings; • the effect of changes in tax rates in the jurisdictions in which we are operating; 20 Table of Contents • acquisition costs and the integration of companies we acquire or invest in; and • the costs associated with the exit of unprofitable markets or stores.
These factors include, but are not limited to: • the timing and allocations of new product releases; • the timing of new store openings or closings; • shifts in the timing or content or certain promotions or service offerings; • the effect of changes in tax rates in the jurisdictions in which we are operating; • acquisition costs and the integration of companies we acquire or invest in; and • the costs associated with the exit of unprofitable markets or stores.
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.
The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of 16 Table of Contents 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.
If steel prices decline, our steel manufacturing segment’s profit margins could temporarily be reduced, as higher cost inventory is turned over. Shortages of qualified and trainable labor, increased labor costs, or our steel manufacturing segment’s failure to attract and retain other highly qualified personnel in the future could disrupt our operations and adversely affect our financial results.
If steel prices decline, our steel manufacturing segment’s profit margins could temporarily be reduced, as higher cost inventory is turned over. 21 Table of Contents Shortages of qualified and trainable labor, increased labor costs, or our steel manufacturing segment’s failure to attract and retain other highly qualified personnel in the future could disrupt our operations and adversely affect our financial results.
As a result, Jon Isaac, both individually and through ICG, is able to exercise 25 Table of Contents significant influence over all matters that require us to obtain stockholder approval, including the election of directors to our Board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our Company or its assets.
As a result, Jon Isaac, both individually and through ICG, is able to exercise significant influence over all matters that require us to obtain stockholder approval, including the election of directors to our Board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our Company or its assets.
If North American (primarily, the U.S.) manufacturing is transferred offshore, then the need for our products to make tools and dies will decrease, which will have 22 Table of Contents a negative impact on the steel manufacturing segment’s business, financial condition (including, without limitation, its liquidity), results of operations, and cash flows.
If North American (primarily, the U.S.) manufacturing is transferred offshore, then the need for our products to make tools and dies will decrease, which will have a negative impact on the steel manufacturing segment’s business, financial condition (including, without limitation, its liquidity), results of operations, and cash flows.
As a result, you may not receive any return on an investment in our common stock unless you sell your common stock for a price greater than your purchase price. Certain provisions of Nevada law, in our organizational documents and in contracts to which we are party may prevent or delay a change of control of our company.
As a result, you may not receive any return on an investment in our common stock unless you sell your common stock for a price greater than your purchase price. 24 Table of Contents Certain provisions of Nevada law, in our organizational documents and in contracts to which we are party may prevent or delay a change of control of our company.
There can be no assurance that payment of such additional amounts upon final adjudication of any disputes will not have a material impact on our results of operations and financial position. 17 Table of Contents We also need to comply with new, evolving or revised tax laws and regulations.
There can be no assurance that payment of such additional amounts upon final adjudication of any disputes will not have a material impact on our results of operations and financial position. We also need to comply with new, evolving or revised tax laws and regulations.
Tightening of those requirements in the EU and/or sources in the U.S. could deter steel produces from producing the raw material for our products or result in significant price increases of our raw material. GENERAL RISK FACTORS We depend on key persons and the loss of any key person could adversely affect our operations.
Tightening of those requirements in the EU and/or sources in the U.S. could deter steel produces from producing the raw material for our products or result in significant price increases of our raw material. 23 Table of Contents GENERAL RISK FACTORS We depend on key persons and the loss of any key person could adversely affect our operations.
Future negotiations prior to the expiration of the collective bargaining agreements may result in labor unrest for which a strike or 23 Table of Contents work stoppage is possible. Strikes and/or work stoppages could negatively affect Precision Marshall’s operational and financial results and may increase operating expenses and, indirectly, ours.
Future negotiations prior to the expiration of the collective bargaining agreements may result in labor unrest for which a strike or work stoppage is possible. Strikes and/or work stoppages could negatively affect Precision Marshall’s operational and financial results and may increase operating expenses and, indirectly, ours.
Marquis faces competition from a number of manufacturers and independent distributors, many of whom have greater financial and operational resources than it. Maintaining its competitive position may require substantial investments in its product development efforts, manufacturing facilities, distribution network, and sales and marketing activities.
Marquis faces competition from a number of manufacturers and independent distributors, many of whom have greater financial and operational resources than it. Maintaining its competitive position may require substantial investments in its product development efforts, manufacturing facilities, 20 Table of Contents distribution network, and sales and marketing activities.
Precision Marshall’s manufacturing employees are covered by a collective bargaining agreement through the United Steelworkers and its warehouse and distribution workforce employees are covered by a collective bargaining agreement through the International Association of Aeronautical and Machinists. These agreements were successfully renegotiated during 2021 without a work stoppage, and were extended through September 2026 and April 2026, respectively.
Precision Marshall’s manufacturing employees are covered by a collective bargaining agreement through the United Steelworkers and its warehouse and distribution workforce employees are covered by a collective bargaining agreement through the International Association of Machinists and Aerospace Workers. These agreements were successfully renegotiated during 2021 without a work stoppage, and were extended through September 2026 and April 2026, respectively.
An adverse determination of any litigation or defense proceedings could require us to pay substantial compensatory and exemplary damages, could restrain us from using critical technologies, business methods or processes, and could result in us losing, or not gaining, valuable intellectual property rights.
An adverse determination of any litigation 15 Table of Contents or defense proceedings could require us to pay substantial compensatory and exemplary damages, could restrain us from using critical technologies, business methods or processes, and could result in us losing, or not gaining, valuable intellectual property rights.
As a result, our sales of those games may decrease, which could negatively impact our results of operations. As a seller of certain consumer products, we are subject to various federal, state, and local laws, regulations, and statutes related to product safety and consumer protection.
As a result, our sales of those games may decrease, which could negatively impact our results of operations. 18 Table of Contents As a seller of certain consumer products, we are subject to various federal, state, and local laws, regulations, and statutes related to product safety and consumer protection.
Such factors include the following: • fluctuating demand for our products and services; • changes in economic conditions and the amount of consumers’ discretionary spending; • changes in technologies favored by consumers; • customer refunds or cancellations; • our ability to continue to bill our customers through existing means; • market acceptance of new or enhanced versions of our services or products; • new product offerings or price competition (or pricing changes) by us or our competitors; • with respect to our retail segment, the opening of new stores by competitors in our markets; • with respect to our manufacturing segment, changes or proposed changes in import or export tariffs and other isolationist trade practices and policies; • the amount and timing of expenditures for the acquisition of new businesses and the expansion of our operations, including the hiring of new employees, capital expenditures, and related costs (including wage cost increases due to historically low unemployment rates and staffing shortages in certain industries); 13 Table of Contents • inflationary trends, including recent steep increases in the costs of consumer goods (as measured by CPI), including rising prices for gasoline, may dampen consumer spending at our retail establishments; • technical difficulties or failures affecting our technical and operating systems in general; and • the fixed nature of a significant amount of our operating expenses.
Such factors include the following: • fluctuating demand for our products and services; • changes in economic conditions and the amount of consumers’ discretionary spending; • changes in technologies favored by consumers; • customer refunds or cancellations; • our ability to continue to bill our customers through existing means; • market acceptance of new or enhanced versions of our services or products; • new product offerings or price competition (or pricing changes) by us or our competitors; • with respect to our retail segment, the opening of new stores by competitors in our markets; • with respect to all segments, but particularly our manufacturing segment, changes or proposed changes in import or export trade restrictions or tariffs, and other isolationist trade practices and policies; • the amount and timing of expenditures for the acquisition of new businesses and the expansion of our operations, including the hiring of new employees, capital expenditures, and related costs (including wage cost increases due to historically low unemployment rates and staffing shortages in certain industries); • inflationary trends, including recent steep increases in the costs of consumer goods (as measured by CPI), including rising prices for gasoline, may dampen consumer spending at our retail establishments; • technical difficulties or failures affecting our technical and operating systems in general; and • the fixed nature of a significant amount of our operating expenses. 12 Table of Contents Our obligations under our consolidated indebtedness are significant.
These changes have increased our labor costs and may have a further negative impact on our labor costs in the future. A significant number of our employees are paid at rates related to the applicable minimum wage.
These changes have increased our labor costs and may have a further negative impact on our labor costs in the future. 14 Table of Contents A significant number of our employees are paid at rates related to the applicable minimum wage.
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 judgement.
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 2025 and filed cross Motions for Summary Judgment in October 2025.
As a result, our sales and earnings could decline. 19 Table of Contents Vintage Stock may not compete effectively as browser, mobile, and social video viewing and gaming becomes more popular. Listening to music, gaming, and viewing video and digital content continues to evolve rapidly.
As a result, our sales and earnings could decline. Vintage Stock may not compete effectively as browser, mobile, and social video viewing and gaming becomes more popular. Listening to music, gaming, and viewing video and digital content continues to evolve rapidly.
Due to our current borrowings under our floating rate credit facilities, or if we were to increase our floating rate credit borrowings, an increase in interest rates could have an adverse effect on our financial condition and results of operations. As of the year ended September 30, 2024, our amount of floating rate credit borrowings was approximately $60.2 million.
Due to our current borrowings under our floating rate credit facilities, or if we were to increase our floating rate credit borrowings, an increase in interest rates could have an adverse effect on our financial condition and results of operations. As of the year ended September 30, 2025, our amount of floating rate credit borrowings was approximately $48.7 million.
To the extent that the goodwill arising from the acquisitions carried on the financial statements does not pass the goodwill impairment test, excess goodwill will be charged to, and reduce, future earnings.
To the extent that the goodwill arising from the acquisitions carried on the 17 Table of Contents financial statements does not pass the goodwill impairment test, excess goodwill will be charged to, and reduce, future earnings.
Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions, and other factors beyond our control.
Interest rates are highly sensitive to many factors, including governmental monetary policies, 13 Table of Contents domestic and international economic and political conditions, and other factors beyond our control.
In addition, such claims or litigation could force us to do one or more of the following: • cease selling or using any of our products and services that incorporate the subject intellectual property, which would adversely affect our revenue; • attempt to obtain a license from the holder of the intellectual property right alleged to have been infringed or misappropriated, which license may not be available on reasonable terms, if at all; and • attempt to redesign or, in the case of trademark claims, rename our products or services to avoid infringing or misappropriating the intellectual property rights of third parties, which may be costly and time-consuming and fail to gain market acceptance. 16 Table of Contents Even if we were to prevail, such claims or litigation could be time-consuming and expensive to prosecute or defend and could result in the diversion of our management’s time and attention.
In addition, such claims or litigation could force us to do one or more of the following: • cease selling or using any of our products and services that incorporate the subject intellectual property, which would adversely affect our revenue; • attempt to obtain a license from the holder of the intellectual property right alleged to have been infringed or misappropriated, which license may not be available on reasonable terms, if at all; and • attempt to redesign or, in the case of trademark claims, rename our products or services to avoid infringing or misappropriating the intellectual property rights of third parties, which may be costly and time-consuming and fail to gain market acceptance.
As of December 6, 2024, Isaac Capital Group LLC (“ICG”), together with Jon Isaac, our President and CEO and the President and sole member of ICG, control approximately 49.3% of the outstanding voting power of our company (assuming the exercise of all outstanding and exercisable warrants held by them).
As of December 5, 2025, Isaac Capital Group LLC (“ICG”), together with Jon Isaac, our President and CEO and the President and sole member of ICG, control approximately 67.4% of the outstanding voting power of our company (assuming the exercise of all outstanding and exercisable warrants held by them).
If we fail to remediate a material weakness, or are otherwise unable to maintain effective internal control over financial reporting, management could be required to expend significant resources and we could fail to meet our public reporting requirements on a timely basis, and be subject to fines, penalties, investigations or judgements, all of which could negatively affect investor confidence and adversely impact our stock price. 15 Table of Contents Our failure to comply with various applicable federal and state employment and labor laws and regulations could have a material, adverse impact on our business.
If we fail to remediate a material weakness, or are otherwise unable to maintain effective internal control over financial reporting, management could be required to expend significant resources and we could fail to meet our public reporting requirements on a timely basis, and be subject to fines, penalties, investigations or judgments, all of which could negatively affect investor confidence and adversely impact our stock price.
Our success depends, in part, on our ability to operate without infringing the intellectual property rights of others. Third parties may, in the future, claim our current or future services, products, trademarks, technologies, business methods or processes infringe their intellectual property rights, or challenge the validity of our intellectual property rights.
Third parties may, in the future, claim our current or future services, products, trademarks, technologies, business methods or processes infringe their intellectual property rights, or challenge the validity of our intellectual property rights.
International events could delay or prevent the delivery of products to our suppliers. Some of our suppliers rely on foreign sources to manufacture a portion of the products or raw materials that we purchase from them.
International events could delay or prevent the delivery of products to our suppliers. Some of our suppliers depend on foreign sources to manufacture certain products and raw materials we purchase.
These factors include the ability to: • identify new store locations, negotiate suitable leases and build out the stores in a timely and cost-efficient manner; • hire and train skilled associates; • integrate new stores into existing operations; and • increase sales at new store locations.
These factors include the ability to: • identify new store locations, negotiate suitable leases and build out the stores in a timely and cost-efficient manner; • hire and train skilled associates; • integrate new stores into existing operations; and • increase sales at new store locations. 19 Table of Contents If we fail to manage new store openings in a timely and cost-efficient manner, our growth or profits may decrease.
If we fail to manage new store openings in a timely and cost-efficient manner, our growth or profits may decrease. If our management information systems fail to perform or are inadequate, our ability to manage our business could be disrupted. We rely on computerized inventory and management systems to coordinate and manage the activities in our stores and distribution centers.
If our management information systems fail to perform or are inadequate, our ability to manage our business could be disrupted. We rely on computerized inventory and management systems to coordinate and manage the activities in our stores and distribution centers. We use inventory replenishment systems to track sales and inventory.
The SEC complaint has been costly to defend and has and may continue to divert our management personnel from their normal responsibilities. Further, we may not prevail in the SEC complaint.
The court has not ruled on the motions for summary judgment and the case is on hold until the motions are ruled upon. The SEC complaint has been costly to defend and has and may continue to divert our management personnel from their normal responsibilities. Further, we may not prevail in the SEC complaint.
RISKS RELATED TO OUR FLOORING MANUFACTURING SEGMENT The floor covering industry is sensitive to changes in general economic conditions, such as consumer confidence and income, corporate and government spending, interest rate levels, availability of credit, and demand for housing. 21 Table of Contents Significant or prolonged declines in the U.S. or global economies could have a material adverse effect on the Company’s flooring manufacturing business.
RISKS RELATED TO OUR FLOORING MANUFACTURING SEGMENT The floor covering industry is sensitive to changes in general economic conditions, such as consumer confidence and income, corporate and government spending, trade policy, interest rate levels, availability of credit, and demand for housing.
We use inventory replenishment systems to track sales and inventory. Our ability to rapidly process incoming shipments of new products and deliver them to all of our stores enables us to meet peak demand and replenish our stores to keep them in stock at optimal levels and to move inventory efficiently.
Our ability to rapidly process incoming shipments of new products and deliver them to all of our stores enables us to meet peak demand and replenish our stores to keep them in stock at optimal levels and to move inventory efficiently. If our inventory or management information systems fail to perform these functions adequately, our business could be adversely affected.
Any such breach of our systems could lead to fraudulent activity resulting in claims and lawsuits against us or other operational problems or interruptions in connection with such breaches. Any breach or unauthorized access in the future could result in significant legal and financial exposure and damage to our reputation that could potentially have an adverse effect on our business.
Any breach or unauthorized access in the future could result in significant legal and financial exposure and damage to our reputation that could potentially have an adverse effect on our business.
If import or export tariffs were to increase disproportionally on raw materials compared to finished goods, we would be at risk for manufacturers to cease purchasing the products and instead purchase products from third parties that are not subject to such tariffs, trade agreements, laws, and/or other isolationist policies.
If import or export tariffs were to increase disproportionally on raw materials compared to finished goods, we would be at risk for 22 Table of Contents manufacturers to cease purchasing the products and instead purchase products from third parties that are not subject to such tariffs, trade agreements, laws, and/or other isolationist policies.The imposition of import or export restrictions or trade restrictions by the United States government or foreign countries, in the form of tariffs or quotas, or rapidly changing trade policy, could have a material adverse effect on our steel manufacturing segment’s business.
Marquis operates in a market sector where demand is strongly influenced by rapidly changing customer preferences as to product design and technical features. Failure to respond quickly and effectively to changing customer demand or technological developments could materially adversely affect Marquis’ business, financial condition and results of operations and, indirectly, ours.
Failure to respond quickly and effectively to changing customer demand or technological developments could materially adversely affect Marquis’ business, financial condition and results of operations and, indirectly, ours.
ITEM 1A. Risk Factors In the following paragraphs, the Company describes some of the principal risks and uncertainties that could adversely affect its business, results of operations, financial condition (including capital and liquidity), or prospects or the value of or return on an investment in the Company.
Risk Factors Index to Risk Factors Section Risks Relating To Our Company Generally 12 R isks Relating To Our Business St rategy 17 R isks Related To Our Retail-Entertainment and Retail-Flooring Segments 18 R isks Related To Our Flooring Manufacturing Segment 20 R isks Related To Our Steel Manufacturing Segment 21 G eneral Risk Factors 24 In the following paragraphs, the Company describes some of the principal risks and uncertainties that could adversely affect its business, results of operations, financial condition (including capital and liquidity), or prospects or the value of or return on an investment in the Company.
Various federal and state employment and labor laws and regulations govern our relationships with our employees.
Our failure to comply with various applicable federal and state employment and labor laws and regulations could have a material, adverse impact on our business. Various federal and state employment and labor laws and regulations govern our relationships with our employees.
Downturns in the U.S. and global economies, along with the residential and commercial markets in such economies, negatively impact the floor covering industry and our flooring manufacturing business. Although difficult economic conditions have improved in the U.S., there may be additional downturns in the future that could cause the industry to deteriorate.
Significant or prolonged declines in the U.S. or global economies could have a material adverse effect on the Company’s flooring manufacturing business. Downturns in the U.S. and global economies, along with the residential and commercial markets in such economies, negatively impact the floor covering industry and our flooring manufacturing business.
These expenses and diversion of managerial resources could have a material adverse effect on our business operations and prospects, financial condition, cash flow, profitability, and results of operations generally. We may be subject to intellectual property claims that create uncertainty about ownership or use of technology essential to our business and divert our managerial and other resources.
Even if we were to prevail, such claims or litigation could be time-consuming and expensive to prosecute or defend and could result in the diversion of our management’s time and attention. These expenses and diversion of managerial resources could have a material adverse effect on our business operations and prospects, financial condition, cash flow, profitability, and results of operations generally.
A significant or prolonged decline in residential or commercial remodeling or new construction activity could materially adversely affect our business, financial condition, and results of operations. Marquis may be unable to predict customer preferences or demand accurately, or to respond to technological developments.
Although difficult economic conditions have improved in the U.S., there may be additional downturns in the future that could cause the industry to deteriorate. A significant or prolonged decline in residential or commercial remodeling or new construction activity could materially adversely affect our business, financial condition, and results of operations.
Removed
Our obligations under our consolidated indebtedness are significant.
Added
We may be subject to intellectual property claims that create uncertainty about ownership or use of technology essential to our business and divert our managerial and other resources. Our success depends, in part, on our ability to operate without infringing the intellectual property rights of others.
Removed
The parties are currently preparing oppositions to the respective motions. We expect it will take a number of months for the Court to rule on the motions, during which time much of the activity in the case will be on pause.
Added
Any such breach of or cybersecurity incident involving our systems could lead to fraudulent activity resulting in claims and lawsuits against us or other operational problems or interruptions in connection with such breaches.
Removed
As a result, any event causing a disruption of imports, including natural disasters, supply chain disruptions or the imposition of import restrictions or trade restrictions in the form of tariffs or quotas, could increase the cost and reduce the supply of products available, which could lower their sales and profitability and, indirectly, ours.
Added
Consequently, any disruption to imports, such as uncertainty surrounding trade negotiations, changes in tariffs or quotas, rapidly shifting trade policies, natural disasters, or other supply chain interruptions, could increase costs and reduce product availability. These impacts may lower our suppliers’ sales and profitability and, in turn, adversely affect ours.
Removed
If our inventory or management information systems fail to perform these functions adequately, our business could be adversely affected.
Added
Marquis may be unable to predict customer preferences or demand accurately, or to respond to technological developments. Marquis operates in a market sector where demand is strongly influenced by rapidly changing customer preferences as to product design and technical features.
Added
These pressures are compounded by the imposition of import or export restrictions or trade restrictions by the United States government or foreign countries, in the form of tariffs or quotas, or rapidly changing trade policy, all of which impact the prices of raw goods.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn collaboration with the Audit Committee, management will prioritize and implement appropriate measures. As part of our cybersecurity risk management program, we will work with our subsidiaries to develop a cyber training curriculum for their employees. While some have already implemented their programs, others are in the developmental phase.
Biggest changeAs part of our cybersecurity risk management program, we are working with our subsidiaries to develop a cyber training curriculum for their employees. While some have already implemented their programs, others are in the developmental phase. This training may encompass topics such as phishing, cybersecurity awareness, and email security best practices.
To enhance our cybersecurity efforts and awareness, we have established an "IT Steering Committee,” comprised of a team of information technology professionals from our subsidiaries, who will convene on a quarterly basis to discuss topics including cybersecurity threats, emerging attack methods, and best practices.
To enhance our cybersecurity efforts and awareness, we have established an "IT Steering Committee,” comprised of 25 Table of Contents a team of information technology professionals from our subsidiaries, who will convene on a quarterly basis to discuss topics including cybersecurity threats, emerging attack methods, and best practices.
ITEM 1C. Cybersecurity 26 Table of Contents Management and Board Oversight In the ordinary course of our business, we collect, use, store, and digitally transmit confidential, sensitive, proprietary, and personal information. The secure maintenance of this information and our information technology systems are important to our operations and business strategy.
ITEM 1C. Cybersecurity Management and Board Oversight In the ordinary course of our business, we collect, use, store, and digitally transmit confidential, sensitive, proprietary, and personal information. The secure maintenance of this information and our information technology systems are important to our operations and business strategy.
This training may encompass topics such as phishing, cybersecurity awareness, and email security best practices. While we are dedicated to cybersecurity, it is not possible to fully mitigate all technology risks. We are currently unaware of any cybersecurity incidents that have, or are reasonably likely to have, a material impact on our business or operations.
While we are dedicated to cybersecurity, it is not possible to fully mitigate all technology risks. We are currently unaware of any cybersecurity incidents that have, or are reasonably likely to have, a material impact on our business or operations.
Removed
In fiscal year 2024, the Company engaged a consultant to conduct a cybersecurity risk assessment of our business operations at Live Ventures and each of our subsidiaries. This assessment evaluated both internal and external threats to operations and information handling. The output of this assessment offered a structured approach to understanding, assessing, and prioritizing our cybersecurity efforts .

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following is a breakdown of Flooring Liquidator's retail stores by city and state: City State Locations Brand(s) Arroyo Grande California 1 FL Retail Bakersfield California 1 FL Retail Bentonville Arkansas 1 FL Retail Clovis California 2 FL Retail Fayetteville Arkansas 1 FL Retail Fresno California 2 FL Retail, A&M Retail Joplin Missouri 1 FL Retail Merced California 1 FL Retail Modesto California 2 FL Retail, House of Carpets Plymouth Minnesota 1 MFS Retail Reno Nevada 1 FL Retail Rogers Arkansas 1 FL Retail Roseville California 1 FL Retail Sacramento California 1 FL Retail San Diego California 1 FL Retail San Marcos California 1 FL Retail Springdale Arkansas 2 FL Retail Springfield Missouri 1 FL Retail Stockton California 1 FL Retail Tulare California 1 FL Retail Yuba City California 1 FL Retail 28 Table of Contents Flooring Manufacturing Segment Marquis owns or leases all of the land, and owns all of the improvements on such leased land, as described in the following table, which also provides information regarding the general location and use at September 30, 2024: Property Location Coating Plant Chatsworth, Georgia Corporate Offices and Warehouse Chatsworth, Georgia Distribution Chatsworth, Georgia Eton Tufting Facility Eton, Georgia Machine Storage and Forklift Chatsworth, Georgia Office and Storage Chatsworth, Georgia Printing Facility Calhoun, Georgia Sales Offices, Showroom and Warehouse Chatsworth, Georgia Storage and Extrusion Dalton, Georgia Tufting Department Chatsworth, Georgia Twist and Heat Set Facility Chatsworth, Georgia Warehouse Chatsworth, Georgia Yarn Processing Facility Dalton, Georgia Yarn Winding Facility Chatsworth, Georgia Steel Manufacturing Segment At September 30, 2024, Precision Marshall leased the buildings for its two locations in Illinois and Pennsylvania, and its corporate office is also located in Pennsylvania.
Biggest changeThe following is a breakdown of Flooring Liquidator's retail stores by city and state: 26 Table of Contents City State Locations Brand(s) Arroyo Grande California 1 FL Retail Bakersfield California 1 FL Retail Bentonville Arkansas 1 FL Retail Clovis California 1 FL Retail Fort Smith Arkansas 1 FL Retail Fresno California 2 FL Retail, A&M Retail Merced California 1 FL Retail Modesto California 2 FL Retail, House of Carpets Monrovia California 1 FL Retail Reno Nevada 1 FL Retail Rancho Cordova California 1 FL Retail Roseville California 1 FL Retail Sacramento California 1 FL Retail San Diego California 1 FL Retail San Luis Obispo California 1 FL Retail San Marcos California 1 FL Retail Santa Clarita California 1 FL Retail Santee California 1 FL Retail Springfield Missouri 1 FL Retail Stockton California 1 FL Retail Tulare California 1 FL Retail Visalia California 1 FL Retail Yuba City California 1 FL Retail Flooring Manufacturing Segment Marquis owns or leases all of the land, and owns all of the improvements on such leased land, as described in the following table, which also provides information regarding the general location and use at September 30, 2025: Property Location Coating Plant Chatsworth, Georgia Corporate Offices and Warehouse Chatsworth, Georgia Distribution Chatsworth, Georgia Eton Tufting Facility Eton, Georgia Machine Storage and Forklift Chatsworth, Georgia Office and Storage Chatsworth, Georgia Printing Facility Calhoun, Georgia Sales Offices, Showroom and Warehouse Chatsworth, Georgia Storage and Extrusion Dalton, Georgia Tufting Department Chatsworth, Georgia Twist and Heat Set Facility Chatsworth, Georgia Warehouse Chatsworth, Georgia Yarn Processing Facility Dalton, Georgia Yarn Winding Facility Chatsworth, Georgia Steel Manufacturing Segment At September 30, 2025, Precision Marshall leased the buildings for its two locations in Illinois and Pennsylvania, and its corporate office is also located in Pennsylvania.
Kinetic has three locations in Wisconsin, two are leased and one is owned. Central Steel leases the buildings for its two locations in Illinois. PMW leases the buildings for its three locations in Kentucky.
Kinetic has three locations in Wisconsin, two are leased and one is owned. 27 Table of Contents Central Steel leases the buildings for its two locations in Illinois. PMW leases the buildings for its three locations in Kentucky.
Vintage Stock leases its corporate offices in Joplin, Missouri. 27 Table of Contents The following is a breakdown by state and brand of Vintage Stock retail stores: State Retail Stores Brand(s) Alabama 1 Vintage Stock Arkansas 3 Vintage Stock Colorado 4 EntertainMart Idaho 3 EntertainMart Illinois 1 Vintage Stock Kansas 6 Vintage Stock and EntertainMart Missouri 19 Vintage Stock, V-Stock, and EntertainMart Montana 1 EntertainMart Nebraska 1 EntertainMart New Mexico 1 EntertainMart Oklahoma 13 Vintage Stock Tennessee 1 Vintage Stock Texas 17 Movie Trading Co. and EntertainMart Utah 2 EntertainMart Retail-Flooring Segment As of September 30, 2024, Flooring Liquidators leased all 25 of its retail stores and warehouses under agreements that vary as to rental amounts, expiration dates, renewal options and other rental provisions.
The following is a breakdown by state and brand of Vintage Stock retail stores: State Retail Stores Brand(s) Alabama 1 Vintage Stock Arkansas 4 Vintage Stock Colorado 4 EntertainMart Idaho 3 EntertainMart Illinois 1 Vintage Stock Kansas 6 Vintage Stock and EntertainMart Missouri 19 Vintage Stock, V-Stock, and EntertainMart Montana 1 EntertainMart Nebraska 1 EntertainMart New Mexico 1 EntertainMart Oklahoma 13 Vintage Stock Tennessee 1 Vintage Stock Texas 16 Movie Trading Co., EntertainMart, and Vintage Stock Utah 2 EntertainMart Retail-Flooring Segment As of September 30, 2025, Flooring Liquidators leased all 25 of its retail stores and warehouses under agreements that vary as to rental amounts, expiration dates, renewal options and other rental provisions.
Retail-Entertainment Segment Vintage Stock At September 30, 2024, Vintage Stock leased all 73 of its stores under agreements that vary as to rental amounts, expiration dates, renewal options, and other rental provisions.
Retail-Entertainment Segment Vintage Stock At September 30, 2025, Vintage Stock leased all 73 of its stores under agreements that vary as to rental amounts, expiration dates, renewal options, and other rental provisions. Vintage Stock leases its corporate offices in Joplin, Missouri.
Flooring Liquidators leases its corporate offices in Modesto, California, as well as its distribution center in Plymouth, Minnesota.
Flooring Liquidators leases its corporate offices in Modesto, California.
ITEM 2. Properties At September 30, 2024, we leased approximately 16,500 square feet of space located in Las Vegas, Nevada which we utilize as principal executive and administrative offices.
ITEM 2. Properties At September 30, 2025, we leased approximately 7,300 square feet of space located in Las Vegas, Nevada which we utilized as principal executive and administrative offices. Effective November 1, 2025, we relocated those offices to a different site in Las Vegas, Nevada, also comprising approximately 7,300 square feet.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. Legal Proceedings The information in response to this item is included in Note 18, Commitments and Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, of this Form 10-K. ITEM 4 . Mine Safety Disclosures Not applicable. 29 Table of Contents PART II
Biggest changeITEM 3. Legal Proceedings The information in response to this item is included in Note 17, Commitments and Contingencies, to the Consolidated Financial Statements included in Part II, Item 8, of this Form 10-K. ITEM 4 . Mine Safety Disclosures Not applicable. 28 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−4 removed1 unchanged
Biggest changeThe following table provides information regarding repurchases of our common stock during the period of June 4, 2024 through September 30, 2024: Period Number of Shares Average Purchase Price Paid Number of Shares Purchased as Part of a Publicly Announced Plan or Program Maximum Amount that May be Purchased Under the Announced Plan or Program June 2024 — — — 10,000,000 July 2024 — — — 10,000,000 August 2024 10 16.29 10 9,999,837 September 2024 263 15.31 263 9,995,812 Totals 273 15.34 273 Securities Authorized for Issuance under Equity Compensation Plans See “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter ” Recent Sales of Unregistered Securities None.
Biggest changeThe following table provides information regarding repurchases of our common stock during the period of October 1, 2024 through September 30, 2025: Period Number of Shares Average Purchase Price Paid Number of Shares Purchased as Part of a Publicly Announced Plan or Program Maximum Amount that May be Purchased Under the Announced Plan or Program Balance Forward as of September 2024 273 15.34 273 9,995,812 October 2024 6,007 10.12 6,007 9,935,029 November 2024 2,685 10.01 2,685 9,908,148 December 2024 6,994 9.92 6,994 9,838,785 January 2025 9,243 9.68 9,243 9,749,315 February 2025 6,503 8.61 6,503 9,693,303 March 2025 15,577 7.31 15,577 9,579,497 April 2025 7,549 8.50 7,549 9,515,346 May 2025 — — — 9,515,346 June 2025 5,146 9.31 5,146 9,467,429 July 2025 — — — 9,467,429 August 2025 — — — 9,467,429 September 2025 — — — 9,467,429 Totals 59,977 8.88 59,977 Securities Authorized for Issuance under Equity Compensation Plans See “Item 12 – Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter ” Recent Sales of Unregistered Securities None.
Our declaration and payment of cash dividends in the future and the amount thereof will depend upon our results of operations, financial condition, cash requirements, prospects, limitations imposed by credit agreements and/or indentures governing debt securities, and other factors deemed relevant by our Board of Directors.
Presently, we do not pay dividends on shares of our common stock. Our declaration and payment of cash dividends in the future and the amount thereof will depend upon our results of operations, financial condition, cash requirements, prospects, limitations imposed by credit agreements and/or indentures governing debt securities, and other factors deemed relevant by our Board of Directors.
Dividend Policy We have one class of authorized preferred stock. As of September 30, 2024, our Series E Preferred Stock had 47,840 shares issued and outstanding. Each share of Series E Preferred Stock is entitled to and receives a dividend of $0.015 per year.
Holders of Record As of September 30, 2025, there were (i) 198 holders of record of our common stock, and (ii) 29 holders of record of our Series E Preferred Stock. Dividend Policy We have one class of authorized preferred stock. As of September 30, 2025, our Series E Preferred Stock had 47,840 shares issued and outstanding.
During the year ending September 30, 2024, dividends of approximately $540 were paid to holders of Series E Preferred Stock. At September 30, 2024, the Company had accrued and unpaid preferred stock dividends of approximately $180. Presently, we do not pay dividends on shares of our common stock.
Each share of Series E Preferred Stock is entitled to and receives a dividend of $0.015 per year. During the year ending September 30, 2025, dividends of approximately $720 were paid to holders of Series E Preferred Stock. At September 30, 2025, the Company had accrued and unpaid preferred stock dividends of approximately $180.
Removed
Holders of Record As of September 30, 2024, there were (i) 198 holders of record of our common stock, and (ii) 29 holders of record of our Series E Preferred Stock. We have no record of the number of holders of our common stock who hold their shares in “street name” with various brokers.
Added
Issuer Purchases of Equity Securities On June 4, 2024, the Company announced a $10 million common stock repurchase program, which was amended on June 2, 2025 to extend its term through May 31, 2028, unless extended, canceled, or modified by the Company's Board of 29 Table of Contents Directors.
Removed
Issuer Purchases of Equity Securities On February 20, 2018, the Company announced a $10 million common stock repurchase plan.
Removed
In October 2020, our Board of Directors approved an extension of the term of the repurchase plan from February 15, 2021 to June 1, 2021, and in March 2021 further extended the term of the repurchase plan from June 1, 2021 to June 1, 2024.
Removed
The following table provides information regarding repurchases of our common stock during the period of October 1, 2023 through June 1, 2024: Period Number of Shares Average Purchase Price Paid Number of Shares Purchased as Part of a Publicly Announced Plan or Program Maximum Amount that May be Purchased Under the Announced Plan or Program Balance Forward as September 2023 544,013 12.54 534,109 3,299,685 October 2023 — — — 3,299,685 November 2023 — — — 3,299,685 December 2023 4,346 24.51 4,346 3,193,153 January 2024 135 26.10 135 3,189,629 February 2024 10,114 25.15 10,114 2,935,292 March 2024 1,600 25.19 1,600 2,894,985 April 2024 1,820 25.26 1,820 2,849,006 May 2024 16,336 25.18 16,336 2,437,737 June 2024 — — — 2,437,737 Totals 578,364 13.52 568,460 30 Table of Contents On June 4, 2024, the Company announced a new $10 million common stock repurchase program (“2024 Program”), which was approved by our Board of Directors and will remain effective until May 31, 2025, unless extended, canceled, or modified by the Company’s Board of Directors.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFinancial Statements and Supplementary Data 41 Reports of Independent Registered Public Accounting Firms F- 1 Consolidated Financial Statements: Consolidated Balance Sheets at September 30, 202 4 and 202 3 F- 3 Consolidated Statements of (Loss) Income for the Years Ended September 30, 202 4 and 202 3 F- 4 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 202 4 and 20 23 F- 5 Consolidated Statements of Cash Flows for the Years Ended September 30, 202 4 and 202 3 F- 6 Notes to Consolidated Financial Statements F- 8
Biggest changeFinancial 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 F- 8
Item 6. [Reserved] 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40 Item 8.
Item 6. [Reserved] 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 39 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

47 edited+12 added−21 removed21 unchanged
Biggest changeThe year over year decrease is primarily due to a decrease in pre-tax income due to overall reduced customer demand as a result of general economic conditions. 36 Table of Contents Results of Operations by Segment The following table sets forth the results of operations by segment (in $000’s): For the Year Ended Sep 30, 2024 For the Year Ended Sep 30, 2023 Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Corporate & Other Total Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Corporate & Other Total Revenue $ 71,023 $ 136,989 $ 124,929 $ 139,566 $ 333 $ 472,840 $ 78,124 $ 75,872 $ 109,770 $ 88,912 $ 2,493 $ 355,171 Cost of Revenue 30,094 87,812 92,578 117,508 24 328,016 35,373 48,103 85,879 68,889 1,361 239,605 Gross Profit 40,929 49,177 32,351 22,058 309 144,824 42,751 27,769 23,891 20,023 1,132 115,566 General and Administrative Expense 33,091 52,841 6,852 16,844 8,412 118,040 32,751 27,640 6,330 11,490 8,459 86,670 Selling and Marketing Expense 661 3,800 17,259 630 22 22,372 735 421 11,500 555 236 13,447 Impairment Expense — 18,056 — — — 18,056 — — — — — — Operating Income (Loss) $ 7,177 $ (25,520) $ 8,240 $ 4,584 $ (8,125) $ (13,644) $ 9,265 $ (292) $ 6,061 $ 7,978 $ (7,563) $ 15,449 Retail-Entertainment Segment Revenue for the year ended September 30, 2024 decreased by approximately $7.1 million, or 9.1%, as compared to the prior year.
Biggest changeIn addition, the Company received approximately $2.1 million in taxable Employee Retention Credit refunds during the period. 35 Table of Contents Results of Operations by Segment The following table sets forth the results of operations by segment (in $000’s): For the Year Ended Sep 30, 2025 For the Year Ended Sep 30, 2024 Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Corporate & Other I/C Eliminations Total Retail-Entertainment Retail-Flooring Flooring Manufacturing Steel Manufacturing Corporate & Other I/C Eliminations Total Revenue $ 77,519 $ 122,308 $ 121,574 $ 132,593 $ 78 $ (9,128) $ 444,944 $ 71,023 $ 136,989 $ 133,026 $ 139,768 $ 333 $ (8,299) $ 472,840 Cost of Revenue 32,638 79,596 90,784 105,043 14 (8,820) 299,255 30,094 87,812 100,710 117,683 24 (8,307) 328,016 Gross Profit 44,881 42,712 30,790 27,550 64 (308) 145,689 40,929 49,177 32,316 22,085 309 8 144,824 General and Administrative Expense 33,551 50,012 7,903 18,475 4,280 (479) 113,742 33,091 52,841 6,852 16,844 8,412 — 118,040 Selling and Marketing Expense 664 414 15,675 536 23 — 17,312 661 3,800 17,259 630 22 — 22,372 Impairment Expense — — — — — — — — 18,056 — — — — 18,056 Operating Income (Loss) $ 10,666 $ (7,714) $ 7,212 $ 8,539 $ (4,239) $ 171 $ 14,635 $ 7,177 $ (25,520) $ 8,205 $ 4,611 $ (8,125) $ 8 $ (13,644) Retail-Entertainment Segment The Retail-Entertainment segment revenue for the fiscal year ended September 30, 2025, was approximately $77.5 million, an increase of approximately $6.5 million, or 9.1%, compared to approximately $71.0 million in the prior year.
With over 5,000 distinct size grade combinations in stock every day, Precision Marshall arms tool steel distributors with deep inventory availability and same day shipment to their place of business or often ships direct to their customer saving time and handling. Kinetic On June 28, 2022, Precision Marshall acquired Kinetic.
With over 5,000 distinct size grade combinations in stock every day, Precision Marshall arms tool steel distributors with deep inventory availability and same day shipment to their place of business or often ships direct to their customer saving time and handling. On June 28, 2022, Precision Marshall acquired Kinetic.
Cash Flows from Financing Activities Our cash flows provided by financing activities of approximately $1.2 million for the year ended September 30, 2024 primarily consisted of proceeds from failed sales and leaseback transactions of approximately $7.9 million, net borrowings under revolver loans of approximately $3.4 million, net borrowings under related party revolver loans of approximately $1.6 million, and proceeds from the issuance of notes payable of approximately $0.6 million, partially offset by payments on notes payable of approximately $6.7 million, payments for finance leases of approximately $3.6 million, payments of related party notes payable of $1.2 million, and purchases of treasury stock of approximately $0.9 million.
Our cash flows provided by financing activities of approximately $1.2 million for the year ended September 30, 2024 primarily consisted of proceeds from failed sales and leaseback transactions of approximately $7.9 million, net borrowings under revolver loans of approximately $3.4 million, net borrowings under related party revolver loans of approximately $1.6 million, and proceeds from the issuance of notes payable of approximately $0.6 million, partially offset by payments on notes payable of approximately $6.7 million, payments for finance leases of approximately $3.6 million, payments of related party notes payable of $1.2 million, and purchases of treasury stock of approximately $0.9 million.
Cash Flows from Investing Activities Our cash flows used in investing activities of approximately $21.5 million for the year ended September 30, 2024 consisted of the acquisitions of CRO by Flooring Liquidators, Johnson by CRO, Central Steel by Precision Marshall, and Midwest Grinding by Kinetic, as well as purchases of property and equipment.
Our cash flows used in investing activities of approximately $21.5 million for the year ended September 30, 2024 consisted of the acquisitions of CRO by Flooring Liquidators, Johnson by CRO, Central Steel by Precision Marshall, and Midwest Grinding by Kinetic, as well as purchases of property and equipment.
Management’s Discussion and Analysis of Financial Condition and Results of Operations For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the year ended September 30, 2024, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (this “Form 10-K”).
Management’s Discussion and Analysis of Financial Condition and Results of Operations For a description of our significant accounting policies and an understanding of the significant factors that influenced our performance during the year ended September 30, 2025, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (hereafter referred to as “MD&A”) should be read in conjunction with the consolidated financial statements, including the related notes, appearing in Part II, Item 8 of this Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (this “Form 10-K”).
The decrease is primarily due to increases in the current portion of long-term debt, an increase in obligations under accounts payable, and a decrease in inventory balances, partially offset by an increase in accounts receivable.
The decrease was primarily due to increases in the current portion of long-term debt, an increase in obligations under accounts payable, and a decrease in inventory balances, partially offset by an increase in accounts receivable.
Impairment of Intangibles and Goodwill During the fourth quarter of fiscal 2024, Flooring Liquidators recognized an $18.1 million goodwill impairment charge as a result of declining operations stemming from the negative impacts of general economic conditions (see Note 8 below). No impairment charges were recognized during the year ended September 30, 2023.
Impairment of Intangibles and Goodwill No impairment charges were recognized during the year ended September 30, 2025. During the fourth quarter of fiscal 2024, Flooring Liquidators recognized an $18.1 million goodwill impairment charge as a result of declining operations stemming from the negative impacts of general economic conditions (see Note 7 below).
Additionally, we 38 Table of Contents have an unsecured revolving line of credit with Isaac Capital Group (“ICG Revolver”), a related party, which is utilized by the Company.
Additionally, we have an unsecured revolving line of credit with Isaac Capital Group (“ICG Revolver”), a related party, which is utilized by the Company.
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.
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 32 Table of Contents analysts to evaluate a company’s financial performance, subject to certain adjustments.
Kinetic manufactures more than 90 types of knives and numerous associated parts with modifications and customizations available to each. Kinetic employs approximately 100 non-union employees. PMW On July 20, 2023, we acquired PMW. Founded nearly 76 years ago in 1947 in Louisville, Kentucky, PMW manufactures and supplies highly engineered parts and components across 400,000 square feet of manufacturing space.
Kinetic manufactures more than 90 types of knives and numerous associated parts with modifications and customizations available to each. Kinetic employs approximately 100 non-union employees. On July 20, 2023, Precision Marshall acquired PMW. Founded in 1947 in Louisville, Kentucky, PMW manufactures and supplies highly engineered parts and components across 400,000 square feet of manufacturing space.
Steel Manufacturing Segment Our Steel Manufacturing segment is comprised of Precision Industries, Inc. (“Precision Marshall”), and its wholly-owned subsidiaries, The Kinetic Co., Inc. (“Kinetic”), CSF Holdings, LLC (“Central Steel”), and Precision Metal Works, Inc. (“PMW”). Precision Marshall Precision Marshall is the North American leader in providing and manufacturing pre-finished de-carb free tool and die steel.
Steel Manufacturing Segment Our Steel Manufacturing segment is comprised of Precision Industries, Inc. (“Precision Marshall”), and its wholly owned subsidiaries The Kinetic Co., Inc. (“Kinetic”), Precision Metal Works, Inc. (“PMW”), and Central Steel Fabricators, LLC. ("Central Steel"). Precision Marshall Precision Marshall is the North American leader in providing and manufacturing pre-finished de-carb free tool and die steel.
PMW offers world-class metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices. Central Steel On May 17, 2024, Precision Marshall acquired Central Steel. Founded in 1969 in Chicago, Illinois, Central Steel is a manufacturer of specialized fabricated metal products.
PMW offers world-class metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices. On May 17, 2024, Precision Marshall acquired Central Steel. Founded in 1969 in Chicago, Illinois, Central Steel is a manufacturer of specialized fabricated metal products. Central Steel offers over 2,300 unique products to more than 500 customers.
Net cash provided by operations was approximately $20.6 million for the year ended September 30, 2024, as compared to net cash provided by operations of approximately $26.0 million for the same period in 2023.
Net cash provided by operations was approximately $28.7 million for the year ended September 30, 2025, as compared to net cash provided by operations of approximately $20.6 million for the same period in 2024.
We work closely with consultants who help us identify target companies that fit within the criteria we have established for opportunities that will provide synergies with our businesses. Our principal offices are located at 325 E.
We work closely with consultants who help us identify target companies that fit within the criteria we have established for opportunities that will provide synergies with our businesses.
Our critical and significant accounting policies include Trade and Other Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes. Revenue Revenue increased by approximately $117.7 million to approximately $472.8 million for the year ended September 30, 2024 as compared to approximately $355.2 million for the year ended September 30, 2023.
Our critical and significant accounting policies include Trade and Other Receivables, Inventories, Goodwill, Revenue Recognition, Fair Value Measurements, and Income Taxes. Revenue Revenue decreased by approximately $27.9 million to approximately $444.9 million for the year ended September 30, 2025 as compared to approximately $472.8 million for the year ended September 30, 2024.
Cash Flows from Operating Activities The Company’s cash at September 30, 2024 was approximately $4.6 million compared to approximately $4.3 million at September 30, 2023, an increase of approximately $300,000.
Cash Flows from Operating Activities The Company’s cash at September 30, 2025 was approximately $8.8 million compared to approximately $4.6 million at September 30, 2024, an increase of approximately $4.2 million.
We prefer to use asset-based lending arrangements and mezzanine financing together with Company provided capital to finance acquisitions and have done so historically. Occasionally, as our Company history has demonstrated, we will issue stock and derivative instruments linked to stock for services and/or debt settlement.
Currently, the Company is not issuing common shares for liquidity purposes. We prefer to use asset-based lending arrangements and mezzanine financing together with Company provided capital to finance acquisitions and have done so 38 Table of Contents historically. Occasionally, as our Company history has demonstrated, we will issue stock and derivative instruments linked to stock for services and/or debt settlement.
Marquis’s state-of-the-art operations enable high quality products, unique customization, and short lead-times. Furthermore, the Company has recently invested in additional capacity to grow several attractive lines of business, including printed carpet and yarn extrusion.
Its innovation has yielded products and technologies that differentiate its brands in the flooring marketplace. Marquis’s state-of-the-art operations enable high quality products, unique customization, and short lead-times. 31 Table of Contents Furthermore, the Company has recently invested in additional capacity to grow several attractive lines of business, including printed carpet and yarn extrusion.
Warm Springs Road, Suite 102, Las Vegas, Nevada 89119, our telephone number is (702) 939-0231, and our corporate website (which does not form part of this Form 10-K) is located at www.liveventures.com. Our common stock trades on the Nasdaq Capital Market under the symbol “LIVE”.
Our principal offices are located at 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113, our telephone number is (702) 939-0231, and our corporate website (which does not form part of this Form 10-K) is located at www.liveventures.com. Our common stock trades on the Nasdaq Capital Market under the symbol “LIVE”.
Benefit or Provision for Income Taxes For the year ended September 30, 2024, the Company recorded a benefit for income tax of approximately $4.7 million, compared to a provision for income tax of approximately $1.6 million for the year ended September 30, 2023.
Benefit or Provision for Income Taxes For the year ended September 30, 2025, the Company recorded an income tax provision of approximately $5.7 million, compared to an income tax benefit of approximately $4.7 million for the prior year.
As of September 30, 2024, we had total cash and borrowing availability of approximately $33.3 million, comprised of approximately $4.6 million in cash, as well as approximately $28.7 million of available borrowing under our revolving credit facilities.
As of September 30, 2025, we had total cash and borrowing availability of approximately $38.1 million, comprised of approximately $8.8 million in cash, as well as approximately $29.3 million of available borrowing under our revolving credit facilities.
Results of Operations The following table sets forth certain statement of income items and as a percentage of revenue, for the periods indicated (in $000’s): Year Ended September 30, 2024 Year Ended September 30, 2023 % of Total Revenue % of Total Revenue Selected Data Revenue $ 472,840 $ 355,171 Cost of revenue 328,016 69.4 % 239,605 67.5 % General and administrative expenses 118,040 25.0 % 86,670 24.4 % Sales and marketing expenses 22,372 4.7 % 13,447 3.8 % Impairment expense 18,056 3.8 % — — % Interest expense, net 16,847 3.6 % 12,741 3.6 % (Benefit) provision for income taxes (4,658) (1.0) % 1,571 0.4 % Net loss $ (26,685) (5.6) % $ (102) — % Adjusted EBITDA (a) Retail - Entertainment $ 8,407 $ 10,581 Retail - Flooring (2,357) 3,321 Flooring Manufacturing 11,868 10,100 Steel Manufacturing 11,039 12,210 Corporate and other (4,460) (4,674) Total adjusted EBITDA $ 24,497 $ 31,538 Adjusted EBITDA as a percentage of revenue Retail - Entertainment 11.8 % 13.5 % Retail - Flooring (1.7) % 4.4 % Flooring Manufacturing 9.5 % 9.2 % Steel Manufacturing 7.9 % 13.7 % Corporate and other NA NA Consolidated adjusted EBITDA as a percentage of revenue 5.2 % 8.9 % 34 Table of Contents The following table sets forth revenue by segment (in $000’s): Year Ended September 30, 2024 Year Ended September 30, 2023 Net Revenue % of Total Revenue Net Revenue % of Total Revenue Revenue Retail - Entertainment $ 71,023 15.0 % $ 78,124 22.0 % Retail - Flooring 136,989 29.0 % 75,872 21.4 % Flooring Manufacturing 124,929 26.4 % 109,770 30.9 % Steel Manufacturing 139,566 29.5 % 88,912 25.0 % Corporate and other 333 0.1 % 2,493 0.7 % Total revenue $ 472,840 100.0 % $ 355,171 100.0 % The following table sets forth gross profit and gross profit as a percentage of total revenue by segment (in $000’s): Year Ended September 30, 2024 Year Ended September 30, 2023 Gross Profit % of Total Gross Profit Gross Profit % of Total Gross Profit Gross Profit Retail - Entertainment $ 40,929 28.3 % $ 42,751 37.0 % Retail - Flooring 49,177 34.0 % 27,769 24.0 % Flooring Manufacturing 32,351 22.3 % 23,891 20.7 % Steel Manufacturing 22,058 15.2 % 20,023 17.3 % Corporate and other 309 0.2 % 1,132 1.0 % Total gross profit $ 144,824 100.0 % $ 115,566 100.0 % Critical Accounting Policies Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Results of Operations The following table sets forth certain statement of income items and as a percentage of revenue, for the periods indicated (in $000’s): Year Ended September 30, 2025 Year Ended September 30, 2024 % of Total Revenue % of Total Revenue Selected Data Revenue $ 444,944 $ 472,840 Cost of revenue 299,255 67.3 % 328,016 69.4 % General and administrative expenses 113,742 25.6 % 118,040 25.0 % Sales and marketing expenses 17,312 3.9 % 22,372 4.7 % Impairment expense — — % 18,056 3.8 % Interest expense, net 15,551 3.5 % 16,847 3.6 % Provision (benefit) for income taxes 5,660 1.3 % (4,658) (1.0) % Net income (loss) $ 22,743 5.1 % $ (26,685) (5.6) % Adjusted EBITDA (a) Retail - Entertainment $ 11,877 $ 8,407 Retail - Flooring (2,102) (1,608) Flooring Manufacturing 11,055 12,433 Steel Manufacturing 16,191 12,466 Corporate and other (3,802) (7,209) Intercompany eliminations $ 171 8 Total adjusted EBITDA $ 33,390 $ 24,497 Adjusted EBITDA as a percentage of revenue Retail - Entertainment 15.3 % 11.8 % Retail - Flooring (1.7) % (1.2) % Flooring Manufacturing 9.1 % 9.3 % Steel Manufacturing 12.2 % 8.9 % Corporate and other NA NA Intercompany eliminations NA NA Consolidated adjusted EBITDA as a percentage of revenue 7.5 % 5.2 % 33 Table of Contents The following table sets forth revenue by segment (in $000’s): Year Ended September 30, 2025 Year Ended September 30, 2024 Net Revenue % of Total Revenue Net Revenue % of Total Revenue Revenue Retail - Entertainment $ 77,519 17.4 % $ 71,023 15.0 % Retail - Flooring 122,308 27.5 % 136,989 29.0 % Flooring Manufacturing 121,574 27.3 % 133,026 28.1 % Steel Manufacturing 132,593 29.8 % 139,768 29.6 % Corporate and other 78 — % 333 0.1 % Intercompany eliminations $ (9,128) (2.1) % $ (8,299) (1.8) % Total revenue $ 444,944 100.0 % $ 472,840 100.0 % The following table sets forth gross profit and gross profit as a percentage of total revenue by segment (in $000’s): Year Ended September 30, 2025 Year Ended September 30, 2024 Gross Profit % of Total Gross Profit Gross Profit % of Total Gross Profit Gross Profit Retail - Entertainment $ 44,881 30.8 % $ 40,929 28.3 % Retail - Flooring 42,712 29.3 % 49,177 34.0 % Flooring Manufacturing 30,790 21.1 % 32,316 22.3 % Steel Manufacturing 27,550 18.9 % 22,085 15.2 % Corporate and other 64 — % 309 0.2 % Intercompany eliminations (308) (0.2) % $ 8 — % Total gross profit $ 145,689 100.0 % $ 144,824 100.0 % Critical Accounting Policies Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Adjusted EBITDA Reconciliation The following table presents a reconciliation of net loss to Adjusted EBITDA, its nearest GAAP measure, for the years ended September 30, 2024 and 2023 (in $000’s): 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 Adjusted EBITDA decreased by approximately $7.1 million, or 22.3%, for the year ended September 30, 2024, as compared to the prior year period.
Adjusted EBITDA Reconciliation The following table presents a reconciliation of net loss to Adjusted EBITDA, its nearest GAAP measure, for the years ended September 30, 2025 and 2024 (in $000’s): For the Year Ended September 30, 2025 2024 Net income (loss) $ 22,743 $ (26,685) Depreciation and amortization 17,274 17,215 Stock-based compensation 200 325 Interest expense, net 15,551 16,847 Income tax expense (benefit) 5,660 (4,658) Debt acquisition costs — 183 Disposition of Johnson — 301 Gain on extinguishment of debt (713) — Gain on modification of seller note (22,784) — Acquisition costs — 2,314 Gain on settlement of earnout liability (2,840) — Gain on receipt of Employee Retention Credits (2,093) — Gain on settlement of holdback liability (1,186) — Adjustment of earnout liability 1,441 — Impairment of goodwill — 18,056 Other non-recurring company initiatives 137 599 Adjusted EBITDA $ 33,390 $ 24,497 Adjusted EBITDA increased by approximately $8.9 million, or 36.3%, for the year ended September 30, 2025, as compared to the prior year period.
Our cash flows used in investing activities of approximately $64.0 million for the year ended September 30, 2023 consisted primarily of purchases of property and equipment and our acquisitions of Flooring Liquidators, PMW, and Cal Coast Carpets.
Cash Flows from Investing Activities Our cash flows used in investing activities of approximately $7.7 million for the year ended September 30, 2025 consisted of purchases of property and equipment.
Our cash flows provided by financing activities of approximately $37.6 million for the year ended September 30, 2023 primarily consisted of approximately $15.8 million in proceeds from the issuance of notes payable, net proceeds from revolver loans of approximately $13.7 million, proceeds from failed sales and leaseback transactions of $12.7 million, and proceeds from the issuance of related party debt of $7.0 million, partially offset by payments on notes payable and finance leases of approximately $10.5 million, and purchases of treasury stock of approximately $1.0 million.
Cash Flows from Financing Activities Our cash flows used in financing activities of approximately $16.7 million for the year ended September 30, 2025 primarily consisted of net payments under revolver loans of approximately $11.5 million, payments on notes payable of approximately $7.0 million, payments for finance leases of approximately $4.2 million, payments of related party notes payable of $3.0 million, cash paid for the settlement of seller notes of approximately $1.9 million, purchases of treasury stock of approximately $0.5 million, and payments of related party seller notes of approximately $69,000, partially offset by net borrowings under related party revolver loans of approximately $9.0 million, proceeds from the issuance of related party notes payable of approximately $1.9 million, and proceeds from the issuance of notes payable of approximately $0.5 million.
Operating income for the year ended September 30, 2024 was approximately $8.2 million, as compared to operating income of approximately $6.1 million for the prior year period primarily due to the factors discussed above. Steel Manufacturing Segment Revenue for the year ended September 30, 2024 increased by approximately $50.7 million, or 57.0%, as compared to the prior year.
The decrease in operating income was primarily due to lower revenue for fiscal year 2025. Steel Manufacturing Segment The Steel Manufacturing segment revenue for the fiscal year ended September 30, 2025, was approximately $132.6 million, a decrease of approximately $7.2 million, or 5.1%, compared to approximately $139.8 million in the prior year.
We have the following five asset-based revolver lines of credit: (i) Bank Midwest Revolver Loan (“Bank Midwest Revolver”) utilized by Vintage Stock, (ii) Bank of America Revolver Loan (“BofA Revolver”) utilized by Marquis, (iii) two Fifth Third Bank Revolver Loans (“Fifth Third Revolvers”), one utilized by Precision Marshall and the other by PMW, and (iv) Eclipse Business Capital Revolver Loan (“Eclipse Revolver”) utilized by Flooring Liquidators.
Liquidity and Capital Resources Overview Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities and funds available under our asset-based revolver lines of credit will provide sufficient liquidity to fund our operations, and pay our contractual obligations for at least the next 12 months. 37 Table of Contents We have the following five asset-based revolver lines of credit: (i) Bank Midwest Revolver Loan (“Bank Midwest Revolver”) utilized by Vintage Stock, (ii) Bank of America Revolver Loan (“BofA Revolver”) utilized by Marquis, (iii) two Fifth Third Bank Revolver Loans (“Fifth Third Revolvers”), one utilized by Precision Marshall and the other by PMW, and (iv) Eclipse Business Capital Revolver Loan (“Eclipse Revolver”) utilized by Flooring Liquidators.
Working Capital We had working capital of approximately $52.3 million as of September 30, 2024 as compared to approximately $85.0 million as of September 30, 2023; a decrease of approximately $32.0 million.
Working Capital We had working capital of approximately $62.1 million as of September 30, 2025 as compared to approximately $52.3 million as of September 30, 2024; an increase of approximately $9.8 million.
Retail-Entertainment segment revenue decreased by approximately $7.1 million, or 9.1%, to approximately $71.0 million for the year ended September 30, 2024, as compared to $78.1 million for the year ended September 30, 2023, and was primarily due reduced consumer demand and a shift in sales mix toward used products, which generally have lower ticket sales with higher margins.
Retail-Entertainment segment revenue increased by approximately $6.5 million, or 9.1%, to approximately $77.5 million for the year ended September 30, 2025, as compared to approximately $71.0 million for the year ended September 30, 2024, primarily due to changes in product mix toward new products, which typically have higher selling prices.
Over the last decade, Marquis has been an innovator and leader in the value-oriented polyester carpet sector, which is currently the market’s fastest-growing fiber category.
Over the last decade, Marquis has been an innovator and leader in the value-oriented polyester carpet sector, which is currently the market’s fastest-growing fiber category. Marquis focuses on the residential, niche commercial, and hospitality end-markets and serves thousands of customers. Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service.
Interest Expense, net Interest expense, net increased by approximately $4.1 million or 32.2%, for the year ended September 30, 2024 as compared to the year ended September 30, 2023, primarily due to increased debt balances related to the acquisitions of Flooring Liquidators and PMW, and to fund operations, and increased interest rates during the period.
Interest Expense, net Interest expense, net decreased by approximately $1.3 million or 7.7%, for the year ended September 30, 2025 as compared to the year ended September 30, 2024, primarily due to lower average debt balances.
("CRO"), a floor covering retailer and installer serving residential and commercial customers throughout Northwest Arkansas. Flooring Manufacturing Segment Our Flooring Manufacturing segment is comprised of Marquis Industries, Inc. (“Marquis”). Marquis is a leading carpet manufacturer and distributor of carpet and hard-surface flooring products.
Flooring Liquidators serves retail and builder customers through two businesses: retail customers through its Flooring Liquidators retail stores, and builder and contractor customers through Elite Builder Services, Inc. Flooring Manufacturing Segment Our Flooring Manufacturing segment is comprised of Marquis Industries, Inc. (“Marquis”). Marquis is a leading carpet manufacturer and distributor of carpet and hard-surface flooring products.
Flooring Manufacturing Segment Revenue for the year ended September 30, 2024 increased by approximately $15.2 million, or 13.8%, as compared to the prior year. Cost of revenue as a percentage of revenue was 74.1% for the year ended September 30, 2024, as opposed to 78.2% for the year ended September 30, 2023.
Steel Manufacturing segment revenue decreased by approximately $7.2 million, or 5.1%, to approximately $132.6 million for the year ended September 30, 2025, as compared to approximately $139.8 million for the year ended September 30, 2024.
The decrease was primarily due to an overall decrease in operating income, as discussed above.
The increase was primarily due to decreases in operating expenses due to targeted cost reduction initiatives, as discussed above.
Contractual Obligations The following table summarizes our contractual obligations consisting of debt obligations and lease agreements and the effect such obligations are expected to have on our future liquidity and cash flows (in $000's): Payments due by Period Less Than One Year One to Three Years Three to Five Years More Than Five Years Total Notes payable $ 43,816 $ 43,134 $ 2,591 $ 9,269 $ 98,810 Notes payable - related party 6,400 — 4,934 — 11,334 Seller notes - related party 2,500 3,000 37,361 — 42,861 Lease obligations 21,608 36,274 23,371 153,946 235,199 Total $ 74,324 $ 82,408 $ 68,257 $ 163,215 $ 388,204 Off-Balance Sheet Arrangements At September 30, 2024, we had no off-balance sheet arrangements, commitments, or guarantees that require additional disclosure or measurement.
Contractual Obligations The following table summarizes our contractual obligations consisting of debt obligations and lease agreements and the effect such obligations are expected to have on our future liquidity and cash flows (in $000's): Payments due by Period Less Than One Year One to Three Years Three to Five Years More Than Five Years Total Notes payable $ 36,282 $ 31,326 $ 2,275 $ 8,279 $ 78,162 Notes payable - related party 800 4,954 13,610 — 19,364 Seller notes - related party 275 17,739 206 — 18,220 Lease obligations 20,356 33,285 23,080 150,459 227,180 Total $ 57,713 $ 87,304 $ 39,171 $ 158,738 $ 342,926 Off-Balance Sheet Arrangements At September 30, 2025, we had no off-balance sheet arrangements, commitments, or guarantees that require additional disclosure or measurement.
Sales and Marketing Expense Selling and marketing expense increased by approximately $8.9 million, or 66.4% for the year ended September 30, 2024 as compared to the year ended September 30, 2023, primarily due to expanding our sales force in connection with the acquisition of the Harris Flooring Group® brands, increased convention and trade show activity in our Flooring Manufacturing segment, as well as the acquisition of Flooring Liquidators.
Selling and Marketing Expense Selling and marketing expense decreased by approximately $5.1 million, or 22.6% for the year ended September 30, 2025 as compared to the year ended September 30, 2024, primarily due to reduced sales and marketing activities in our Retail-Flooring and Flooring Manufacturing segments.
Corporate and Other revenue decreased by approximately $2.2 million, or 86.6%, to approximately $333,000 for the year ended September 30, 2024, as compared to approximately $2.5 million for the year ended September 30, 2023. The decrease was primarily due to the closure of SW Financial in May 2023.
General and Administrative Expense General and administrative expense decreased by approximately $4.3 million, or 3.6%, for the year ended September 30, 2025 as compared to the year ended September 30, 2024. This decrease was primarily driven by targeted cost reduction initiatives in our Retail-Flooring segment and lower compensation and other general and administrative expenses in our Corporate and Other segment.
Corporate and Other Segment Our Corporate and Other segment consists of certain corporate general and administrative costs, and operations of certain legacy products and service offerings for which we are no longer accepting new customers. 33 Table of Contents Adjusted EBITDA We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA,” which is a non-GAAP financial measure (defined below).
Intercompany Eliminations Intercompany eliminations represent intercompany activity, including sales, cost of goods sold, and inventory profit, that is removed in consolidation. Segment results are presented prior to these eliminations. Adjusted EBITDA We evaluate the performance of our operations based on financial measures such as “Adjusted EBITDA,” which is a non-GAAP financial measure (defined below).
Corporate and Other Segment Revenues for the year ended September 30, 2024 decreased by approximately $2.2 million. The decrease 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, as compared to a loss of approximately $7.6 million in the prior year.
Corporate and Other Segment The Corporate and Other segment operating loss was approximately $4.2 million and $8.1 million for the fiscal years ended September 30, 2025, and 2024, respectively.
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 period.
Gross margin was 25.3% for the fiscal year ended September 30, 2025, compared to 24.3% for the prior year. The increase in gross margin was primarily due to changes in product mix. Operating income for the fiscal year ended September 30, 2025, was approximately $7.2 million, compared to approximately $8.2 million for the prior year.
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 period revenue of $75.9 million.
Gross Profit Gross profit increased by approximately $0.9 million, or 0.6%, for the year ended September 30, 2025, as compared to the year ended September 30, 2024. Gross margin increased by 210 basis points to 32.7%, as compared to 30.6% in the prior year.
The increase was primarily attributable to the acquisition of PMW, as well as inflationary cost increases, partially offset by the acquisition of Flooring Liquidators, which historically has generated higher margins.
The gross margin improvement was attributable to increased gross margins in the Retail-Entertainment, Steel Manufacturing, and Flooring Manufacturing segments, primarily due to improved efficiencies, as well as the acquisition of Central Steel Fabricators (“Central Steel”) during May 2024, which has historically generated higher margins, partially offset by slightly lower gross margins in the Retail-Flooring segment.
Central Steel offers over 2,300 unique products to more than 500 customers. Its extensive product line, primarily for data centers, includes cable racks, auxiliary framing, hardware, insulation products, and network bays.
Its extensive product line, primarily for data centers, includes cable racks, auxiliary framing, hardware, insulation products, and network bays. Corporate and Other Segment Our Corporate and Other segment consists of certain corporate general and administrative costs, and operations of certain legacy products and service offerings for which we are no longer accepting new customers.
Revenue for the year ended September 30, 2024 increased by approximately $61.1 million, or 80.6%, to approximately $137.0 million, as compared to $75.9 million for the year ended September 30, 2023, and was primarily due the acquisition of Flooring Liquidators in the second quarter of fiscal year 2023, as well as the acquisition of CRO by Flooring Liquidators during the first quarter of fiscal year 2024. 35 Table of Contents Flooring Manufacturing revenue increased by approximately $15.2 million, or 13.8%, to approximately $124.9 million for the year ended September 30, 2024, as compared to approximately $109.8 million for the year ended September 30, 2023.
Retail-Flooring segment revenue for the year ended September 30, 2025 decreased by approximately $14.7 million, or 10.7%, to approximately $122.3 million, as compared to $137.0 million for the year ended September 30, 2024, primarily due to the disposition of certain Johnson stores in May 2024, as well as decreased demand due to broader economic conditions. 34 Table of Contents Flooring Manufacturing segment revenue decreased by approximately $11.4 million, or 8.6%, to approximately $121.6 million for the year ended September 30, 2025, as compared to approximately $133.0 million for the year ended September 30, 2024.
The increase was primarily due to increased sales associated with the acquisition of the Harris Flooring Group® brands in the fourth quarter of fiscal year 2023. Steel Manufacturing revenue increased by approximately $50.7 million, or 57.0%, to approximately $139.6 million for the year ended September 30, 2024, as compared to approximately $88.9 million for the year ended September 30, 2023.
Flooring Manufacturing Segment The Flooring Manufacturing segment revenue for the fiscal year ended September 30, 2025, was approximately $121.6 million, a decrease of approximately $11.5 million, or 8.6%, compared to approximately $133.0 million in the prior year. The decrease in revenue was primarily due to reduced consumer demand as a result of the ongoing weakness in the housing market.
Cost of revenue as a percentage of revenue was 84.2% for the year ended September 30, 2024, as opposed to 77.5% for the year ended September 30, 2023. 37 Table of Contents The decrease in gross margin is primarily due to the acquisition of PMW, which has historically generated lower margins, as well as overall decreased margins in the Steel Manufacturing segment due to reduced production.
The increase in gross margin was primarily due to strategic price increases and the acquisition of Central Steel, which has historically generated higher margins. Operating income for the fiscal year ended September 30, 2025, was approximately $8.5 million, compared to approximately $4.6 million in the 36 Table of Contents prior year.
The increase is primarily due to increased revenue of approximately $51.2 million at PMW, which was acquired during the fourth quarter of fiscal year 2023, and $6.0 million at Central Steel, which was acquired during May 2024, partially offset by a $6.5 million decrease in the Company’s other Steel Manufacturing businesses.
The decrease was primarily due to lower sales volumes at certain business units, partially offset by incremental revenue of $11.1 million at Central Steel, which was acquired in May 2024. Intercompany eliminations represent intersegment sales revenue that is removed during the consolidation of our financial statements.
Removed
Flooring Liquidators serves retail and builder customers through two businesses: retail customers through its Flooring Liquidators retail stores, and builder and contractor customers through Elite Builder Services, Inc. On October 13, 2023, Flooring Liquidators acquired certain assets and assumed certain liabilities of Carpet Remnant Outlet, Inc.
Added
The decrease was primarily due to reduced consumer demand as a result of the ongoing weakness in the housing market and uncertainty about the current economic outlook.
Removed
Marquis focuses on the residential, niche commercial, and hospitality end-markets and serves thousands of customers. 32 Table of Contents Since commencing operations in 1995, Marquis has built a strong reputation for outstanding value, styling, and customer service. Its innovation has yielded products and technologies that differentiate its brands in the flooring marketplace.
Added
This year-over-year change primarily reflects higher pre-tax income driven by targeted cost reduction initiatives and lower sales and marketing expenses, as previously discussed.
Removed
On September 20, 2023, Marquis acquired the Harris Flooring Group® brands from Q.E.P., a designer, manufacturer, and distributor of a broad range of best-in-class flooring and installation solutions for commercial and home improvement projects. On July 1, 2022, Marquis acquired certain assets and intellectual property related to the carpet-backing operations of Better Backers, a Georgia corporation.
Added
The revenue growth was driven by strong consumer demand for vintage and collectible media. For the fiscal year ended September 30, 2025, gross margin increased to 57.9%, compared to 57.6% in the prior year. Operating income for the fiscal year ended September 30, 2025, was approximately $10.7 million compared to approximately $7.2 million in the prior year.
Removed
The Retail-Flooring segment consists of Flooring Liquidators, which we acquired in January 2023.
Added
Strong revenue growth and disciplined general and administrative expense management drove the improvement in operating results. Retail-Flooring Segment The Retail-Flooring segment revenue for the fiscal year ended September 30, 2025, was approximately $122.3 million, a decrease of approximately $14.7 million, or 10.7%, compared to approximately $137.0 million in the prior year.
Removed
Cost of Revenue Cost of revenue increased by approximately $88.4 million, or 36.9% for the year ended September 30, 2024 as compared to the year ended September 30, 2023. Cost of revenue as a percentage of revenues was 69.4% for the year ended September 30, 2024, as compared to 67.5% for the year ended September 30, 2023.
Added
The decrease was primarily attributable to the disposition of certain Johnson Floor and Home stores in May 2024, as well as to decreased consumer demand driven by the ongoing weakness in the housing market. Gross margin for the fiscal year ended September 30, 2025, was 34.9%, compared to 35.9% for the prior year.
Removed
General and Administrative Expense General and administrative expense increased by approximately $31.4 million, or 36.2%, for the year ended September 30, 2024 as compared to the year ended September 30, 2023. The increase is primarily due to the acquisitions of Flooring Liquidators and PMW during fiscal year 2023.
Added
The decrease in gross margin was primarily driven by a change in product mix. Operating loss for the fiscal year ended September 30, 2025, was approximately $7.7 million, compared to an operating loss of approximately $25.5 million for the prior year. The prior year's operating loss included an $18.1 million goodwill impairment charge.
Removed
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 year ended September 30, 2023.
Added
Excluding the goodwill impairment charge in the prior year, the slight increase in operating loss was primarily due to decreases in revenues and gross margin, partially offset by lower operating expenses driven by cost-reduction initiatives implemented in fiscal year 2025.
Removed
General and administrative expenses increased by approximately $0.3 million, and was primarily attributable to increased compensation and other general and administrative expenses related to a higher volume of retail locations open during the year.
Added
The decline was primarily driven by lower sales volumes at certain business units, partially offset by incremental revenue of $11.1 million at Central Steel, which was acquired in May 2024. Gross margin was 20.8% for the fiscal year ended September 30, 2025, compared to 15.8% for the prior year.
Removed
Operating income for the year ended September 30, 2024 was approximately $7.2 million, as compared to approximately $9.3 million during the prior year period primarily due to the factors discussed above. Retail-Flooring Segment Our Retail-Flooring segment consists of Flooring Liquidators, which we acquired in January 2023.
Added
The increase in operating income was primarily due to improved operating efficiencies at Precision Metal Works, Inc., and the acquisition of Central Steel, partially offset by higher general and administrative expenses resulting from the acquisition.
Removed
The increase is primarily due to increased revenue in Flooring Liquidator's builder design and installation segment, EBS, and the acquisitions of CRO and Johnson by Flooring Liquidators 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 period.
Added
The decrease in operating loss is primarily due to a significant reduction in corporate expenses, including compensation and professional fees, as compared to the prior year, and the reallocation of certain costs from the corporate holding company level to the segment level in fiscal year 2025.
Removed
The increase in operating loss was primarily due to the recognition of goodwill impairment of approximately $18.1 million, as discussed above, as well as a general decline in operations due to higher interest rates and a volatile housing market.
Added
Intercompany Eliminations Intercompany eliminations represent intercompany activity, including sales, cost of goods sold, and inventory profit, that is removed in consolidation. Segment results are presented prior to these eliminations.
Removed
The increase in revenue and gross margin are primarily due to increased sales associated with the acquisition of the Harris Flooring Group® brands in the fourth quarter of fiscal year 2023. General and administrative expenses increased slightly during the year ended September 30, 2024, as compared to the year ended September 30, 2023.
Added
The increase was primarily driven by higher net income, reduced inventory purchases, increased collections of accounts receivable, and greater amortization of right-of-use assets, partially offset by higher payments for accounts payable and accrued liabilities.
Removed
Sales and marketing expenses increased by approximately $5.8 million, or 50.1% during the year ended September 30, 2024, as compared to the year ended September 30, 2023, primarily due to increased compensation and benefit costs for additional sales staff related to the sales of the Harris Flooring Group® brands.
Removed
The increase is primarily due to increased revenue of approximately $51.2 million at PMW, which was acquired during the fourth quarter of fiscal year 2023, and $6.0 million at Central Steel, which was acquired in May 2024, partially offset by a $6.5 million decrease in the Company’s other Steel Manufacturing businesses.
Removed
General and administrative expenses increased by approximately $5.4 million, or 46.6%, primarily due to the acquisitions of PMW and Central Steel, as well as higher compensation costs at Kinetic, partially offset by reduced compensation expense at Precision Marshall. Operating income was approximately $4.6 million and $8.0 million, for the years ended September 30, 2024 and 2023, respectively.
Removed
Revenues and operating income for our legacy directory services business continue to decline due to decreasing renewals. We expect revenue and operating income from this segment to continue to decrease in the future. We are no longer accepting new customers in our directory services business.
Removed
Liquidity and Capital Resources Overview Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities and funds available under our asset-based revolver lines of credit will provide sufficient liquidity to fund our operations, pay our contractual obligations for at least the next 12 months.
Removed
As of September 30, 2024, the Company concluded that PMW was in default of its Fixed Cost Coverage Ratio (“FCCR”) covenant, as specified in the credit agreement governing the Revolving Credit Facility. This default provides the creditor rights to accelerate and made immediately due the borrowings under the Revolving Credit Facility and Fifth Third M&E Loan.
Removed
As of the date of the filing of this 10-K, Fifth Third Bank has not exercised these rights and management is actively working with Fifth Third Bank to resolve the default. As such, as of September 30, 2024, PMW’s long-term debt balances, in the amount of approximately $16.9 million, have been reclassified to current liabilities.
Removed
The decrease was primarily due to an increase in net loss, reduction in purchases of inventory, increases in depreciation and amortization and the amortization of right-of-use assets, as well as a decrease in accrued liabilities during the period.
Removed
Proceeds from borrowings under revolver loans, the issuance of notes payable and related party notes payable was primarily associated with the acquisitions of Flooring Liquidators and PMW. 39 Table of Contents Currently, the Company is not issuing common shares for liquidity purposes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed0 unchanged
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures about Market Risk As of September 30, 2024, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required.
Biggest changeITEM 7A. Quantitative and Qualitative Disclosures about Market Risk As of September 30, 2025, we did not participate in any market risk-sensitive commodity instruments for which fair value disclosure would be required.
We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk. 40 Table of Contents
We believe we are not subject in any material way to other forms of market risk, such as foreign currency exchange risk or foreign customer purchases or commodity price risk. 39 Table of Contents

Other LIVE 10-K year-over-year comparisons