LIVE

EX-99.1

2 ex_962997.htm

EXHIBIT 99.1

ex_962997.htm

Exhibit 99.1

Live Ventures Reports Fiscal Second Quarter 2026 Financial Results

LAS VEGAS, May 14, 2026 -- Live Ventures Incorporated (Nasdaq: LIVE) (“Live Ventures” or the “Company”), a diversified holding company, today announced financial results for its fiscal second quarter ended March 31, 2026.

Fiscal Second Quarter 2026 Key Highlights:

●

Revenue was $102.9 million, compared to $107.0 million in the prior-year period

●

Gross margin increased 80 basis points to 33.6%, compared to 32.8% in the prior-year period

●

Operating loss was $2.0 million, compared to operating income of $2.1 million in the prior-year period.

o

Excluding a non-cash goodwill impairment charge of approximately $4.0 million in the Steel Manufacturing segment, the fiscal second quarter 2026 operating income would have been approximately $2.0 million

●

Net loss was $2.4 million and diluted loss per share was $0.80, compared to net income of $15.9 million and diluted earnings per share (“EPS”) of $5.05 in the prior-year period.

o

Current-year period results include a non-cash goodwill impairment charge of approximately $4.0 million in the Steel Manufacturing segment and a $1.4 million gain on Employee Retention Credits in the Retail-Flooring segment.

o

Prior-year period results benefited from a $22.8 million gain related to the modification of the Flooring Liquidators, Inc. (“Flooring Liquidators”) seller note

●

Adjusted EBITDA¹ was $5.9 million, compared to $6.4 million in the prior-year period

●

Total assets were $392.5 million, and stockholders’ equity was $92.9 million as of March 31, 2026

●

Approximately $39.8 million in cash and availability under the Company’s credit facilities as of March 31, 2026

“Our Retail-Entertainment and Flooring Manufacturing segments delivered strong operating income growth of 32.8% and 24.0%, respectively. These gains were offset by continued macroeconomic headwinds in the new-home construction and home-refurbishment markets, which negatively impacted our Retail-Flooring segment, as well as by a non-cash goodwill impairment charge of approximately $4.0 million in our Steel Manufacturing segment. Consolidated operating income before the non-cash goodwill charge would have been approximately $2.0 million, essentially in line with the prior-year period,” said David Verret, Chief Financial Officer of Live Ventures.

“This quarter demonstrated both the resilience of our business model and the ongoing challenges in the Retail-Flooring market. We are focused on reducing costs and improving operations across our businesses, and we are pleased with the operating improvements in our Retail-Entertainment and Flooring Manufacturing segments. We remain committed to building on that progress in the second half of the fiscal year while driving further efficiencies in our Retail-Flooring business,” commented Jon Isaac, President and Chief Executive Officer of Live Ventures.

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

Second Quarter Fiscal Year 2026 Financial Summary (in thousands except per share amounts)

​

​

For the three months ended March 31,

​

​

​

2026

​

​

2025

​

​

% Change

​

Revenue

​

$

102,899

​

​

$

107,013

​

​

​

-3.8

%

Gross profit

​

$

34,580

​

​

$

35,148

​

​

​

-1.6

%

Operating (loss) income

​

$

(2,009

)

​

$

2,092

​

​

​

N/A

​

Net (loss) income

​

$

(2,448

)

​

$

15,866

​

​

​

N/A

​

Diluted (loss) earnings per share

​

$

(0.80

)

​

$

5.05

​

​

​

N/A

​

Adjusted EBITDA¹

​

$

5,878

​

​

$

6,446

​

​

​

-8.8

%

Revenue decreased approximately $4.1 million, or 3.8%, to $102.9 million for the quarter ended March 31, 2026, compared to $107.0 million in the prior-year period. The decrease primarily reflects a decline of approximately $7.2 million in the Retail-Flooring segment, partially offset by an increase of approximately $2.7 million in the Retail-Entertainment segment.

Gross profit decreased approximately $0.6 million, or 1.6%, to $34.6 million for the quarter ended March 31, 2026, compared to $35.1 million in the prior-year period, driven primarily by lower revenues in the Retail-Flooring segment. Gross margin increased 80 basis points to 33.6%, compared to 32.8% in the prior-year period, reflecting improved margins in the Steel Manufacturing, Flooring Manufacturing, and Retail - Flooring segments as well as a more favorable revenue mix, as the higher-margin Retail-Entertainment segment represented a larger share of consolidated revenue.

Operating loss was $2.0 million for the quarter ended March 31, 2026, compared to operating income of $2.1 million in the prior-year period, representing a $4.1 million year-over-year decrease. The decrease was primarily driven by a non-cash goodwill impairment charge of $4.0 million in the Steel Manufacturing segment and lower revenues in the Retail-Flooring segm

live-202602120001045742false00010457422026-02-122026-02-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2026

Live Ventures Incorporated (Exact name of Registrant as Specified in Its Charter)

Nevada001-3393785-0206668 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

8548 Rozita Lee Ave., Suite 305 Las Vegas, Nevada 89113 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 939-0231 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par value per shareLIVEThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On February 12, 2026, Live Ventures Incorporated issued a press release announcing its financial results for its fiscal first quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits. (d)Exhibits

Exhibit NumberDescription 99.1Press Release, dated February 12, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIVE VENTURES INCORPORATED

By:/s/ Jon Isaac Name: Jon Isaac Title:   Chief Executive Officer

Dated: February 12, 2026

3

live-202512110001045742false00010457422025-12-112025-12-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2025

Live Ventures Incorporated (Exact name of Registrant as Specified in Its Charter)

Nevada001-3393785-0206668 (State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada 89119 (Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 997-5968 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $0.001 par value per shareLIVEThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition. On December 11, 2025, Live Ventures Incorporated issued a press release announcing its financial results for its fiscal year ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits. (d)Exhibits

Exhibit NumberDescription 99.1Press Release, dated December 11, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIVE VENTURES INCORPORATED

By:/s/ Jon Isaac Name: Jon Isaac Title:   Chief Executive Officer

Dated: December 11, 2025

3