8-K
LIVE VENTURES Inc (LIVE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________
FORM 8-K
________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 12, 2024
________________________________________________
Live Ventures Incorporated
(Exact name of Registrant as Specified in Its Charter)
________________________________________________
| Nevada | 001-33937 | 85-0206668 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 325 E. Warm Springs Road, Suite 102<br><br>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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-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 class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | LIVE | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On December 12, 2024, Live Ventures Incorporated issued a press release announcing its financial results for its fiscal year ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report..
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release, dated December 12, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIVE VENTURES INCORPORATED | ||
|---|---|---|
| By: | /s/ Jon Isaac | |
| Name: Jon Isaac | ||
| Title: Chief Executive Officer | ||
| Dated: December 12, 2024 |
3
Document
Live Ventures Reports Fiscal Year 2024 Financial Results
LAS VEGAS, December 12, 2024 -- Live Ventures Incorporated (Nasdaq: LIVE) (“Live Ventures” or the “Company”), a diversified holding company, today announced financial results for its fiscal year ended September 30, 2024.
Fiscal Year 2024 Key Highlights:
•Revenue increased 33.1% to $472.8 million, compared to $355.2 million in the prior year
•Gross profit increased 25.3% to $144.8 million, compared to $115.6 million in the prior year
•Net loss was $26.7 million and loss per share was $8.48, compared to the prior year net loss of $0.1 million and loss per share of $0.03. Net loss for fiscal year 2024 includes an $18.1 million goodwill impairment charge in the Retail-Flooring segment
•Adjusted EBITDA¹ was $24.5 million, compared to $31.5 million in the prior year
•Total assets of $407.5 million and stockholders’ equity of $72.9 million as of September 30, 2024
•Approximately $33.3 million of cash and availability under the Company’s credit facilities as of September 30, 2024
“Revenue increased 33.1% for fiscal year 2024 as compared to the prior year, primarily driven by the strategic acquisitions of Flooring Liquidators, Inc. (“Flooring Liquidators”) and Precision Metal Works, Inc. (“PMW”) in fiscal year 2023, as well as CSF Holdings, LLC (“Central Steel”), which was acquired in fiscal year 2024 and an increase in revenue in our Flooring Manufacturing segment,” commented David Verret, Chief Financial Officer of Live Ventures.
“Our fiscal year 2023 acquisitions drove substantial revenue and gross profit growth in fiscal year 2024,” stated Jon Isaac, President and Chief Executive Officer of Live Ventures. “However, challenging market conditions in our Retail-Flooring and Steel Manufacturing segments adversely affected the operating results of these businesses. Despite these industry-specific headwinds, we remain confident in our businesses and our long-term 'buy-build-hold' strategy.”
| FY 2024 Financial Summary (in thousands except per share amounts) | |||
|---|---|---|---|
| For the year ended September 30, | |||
| 2024 | 2023 | % Change | |
| Revenue | $ 472,840 | $ 355,171 | 33.1% |
| Operating (loss) income | $ (13,644) | $ 15,449 | N/A |
| Net loss | $ (26,685) | $ (102) | N/A |
| Loss per share | $ (8.48) | $ (0.03) | N/A |
| Adjusted EBITDA¹ | $ 24,497 | $ 31,538 | -22.3% |
Revenue increased approximately $117.7 million, or 33.1%, to approximately $472.8 million for the year ended September 30, 2024, compared to revenue of approximately $355.2 million in the prior year. The
¹ Adjusted EBITDA is a non-GAAP measure. A reconciliation of the non-GAAP measures is included below.
increase is primarily attributable to the acquisitions of Flooring Liquidators and PMW, both of which were acquired during fiscal year 2023, and Central Steel, which was acquired in May 2024, that collectively added approximately $118.3 million, as well as an increase of approximately $15.2 million in the Flooring Manufacturing segment. The increase was partially offset by decreased revenue of approximately $13.7 million in the Company’s other businesses primarily due to general economic conditions.
Operating loss was approximately $13.6 million for the year ended September 30, 2024, compared with operating income of approximately $15.4 million in the prior year. The increase in operating loss is primarily attributable to the Retail-Flooring segment’s $18.1 million goodwill impairment charge and increased selling, general and administrative expenses in the Retail-Flooring segment. The increase in operating loss was also attributable to the Steel Manufacturing segment’s reduced production efficiencies as a result of lower demand and lower revenue in the Retail-Entertainment segment.
For the year ended September 30, 2024, net loss was approximately $26.7 million, and loss per share was $8.48, compared with net loss of approximately $0.1 million and loss per share of $0.03 in the prior year. The increase in net loss is primarily attributable to the goodwill impairment charge in the Retail-Flooring segment, lower operating income, and higher interest expense.
Adjusted EBITDA¹ for the year ended September 30, 2024 was approximately $24.5 million, a decrease of approximately $7.0 million, or 22.3%, compared to the prior year. The decrease in adjusted EBITDA is primarily due to an overall decrease in operating income.
As of September 30, 2024 the Company had total cash availability of $33.3 million, consisting of cash on hand of $4.6 million and availability under its various lines of credit of $28.7 million.
FY 2024 Segment Results (in thousands)
| For the year ended September 30, | |||
|---|---|---|---|
| 2024 | 2023 | % Change | |
| Revenue | |||
| Retail - Entertainment | $ 71,023 | $ 78,124 | -9.1% |
| Retail - Flooring | 136,989 | 75,872 | 80.6% |
| Flooring Manufacturing | 124,929 | 109,770 | 13.8% |
| Steel Manufacturing | 139,566 | 88,912 | 57.0% |
| Corporate & Other | 333 | 2,493 | -86.6% |
| Total Revenue | $ 472,840 | $ 355,171 | 33.1% |
| For the year ended September 30, | |||
| 2024 | 2023 | % Change | |
| Operating Income (loss) | |||
| Retail - Entertainment | $ 7,177 | $ 9,265 | -22.5% |
| Retail - Flooring | (25,520) | (292) | N/A |
| Flooring Manufacturing | 8,240 | 6,061 | 36.0% |
| Steel Manufacturing | 4,584 | 7,978 | -42.5% |
| Corporate & Other | (8,125) | (7,563) | -7.4% |
| Total Operating Income | $ (13,644) | $ 15,449 | N/A |
| --- | --- | --- | --- |
| For the year ended September 30, | |||
| 2024 | 2023 | % Change | |
| Adjusted EBITDA¹ | |||
| Retail - Entertainment | $ 8,407 | $ 10,581 | -20.5% |
| Retail - Flooring | (2,357) | 3,321 | -171.0% |
| Flooring Manufacturing | 11,868 | 10,100 | 17.5% |
| Steel Manufacturing | 11,039 | 12,210 | -9.6% |
| Corporate & Other | (4,460) | (4,674) | 4.6% |
| Total Adjusted EBITDA¹ | $ 24,497 | $ 31,538 | -22.3% |
| Adjusted EBITDA¹ as a percentage of revenue | |||
| Retail - Entertainment | 11.8% | 13.5% | |
| Retail - Flooring | -1.7% | 4.4% | |
| Flooring Manufacturing | 9.5% | 9.2% | |
| Steel Manufacturing | 7.9% | 13.7% | |
| Corporate & Other | N/A | N/A | |
| Total Adjusted EBITDA¹ | 5.2% | 8.9% | |
| as a percentage of revenue |
Retail – Entertainment
Retail-Entertainment segment revenue for the year ended September 30, 2024 was approximately $71.0 million, a decrease of approximately $7.1 million, or 9.1%, compared to prior year revenue of approximately $78.1 million. Revenue decreased primarily due to reduced consumer demand and a shift in sales mix toward used products, which generally have lower ticket sales with higher margins. The shift in sales mix also contributed to the increase in gross margin to 57.6% for the year ended September 30, 2024, compared to 54.7% for the prior year. Operating income for the year ended September 30, 2024 was approximately $7.2 million, compared to operating income of approximately $9.3 million for the prior year.
Retail – Flooring
The Retail-Flooring segment revenue for the year ended September 30, 2024, was approximately $137.0 million, an increase of approximately $61.1 million, or 80.6%, compared to the prior year revenue of approximately $75.9 million. The increase is primarily due to the acquisition of Flooring Liquidators in the second quarter of fiscal year 2023, increased revenue in Flooring Liquidator's builder design and installation segment, Elite Builder Services, and the acquisition of Carpet Remnant Outlet, Inc. (“CRO”) during the first quarter of fiscal year 2024. Gross margin for the year ended September 30, 2024 was 35.9%, compared to 36.6% for the prior year. Operating loss for the year ended September 30, 2024 was approximately $25.5 million, compared to operating loss of approximately $0.3 million for the prior year. The increase in operating
loss was primarily due to the recognition of the $18.1 million goodwill impairment, temporary inefficiencies associated with the acquisition of CRO, and increased selling, general and administrative expenses.
Flooring Manufacturing
Revenue for the year ended September 30, 2024 was approximately $124.9 million, an increase of approximately $15.2 million, or 13.8%, compared to prior year revenue of approximately $109.8 million. Gross margin was 25.9% for the year ended September 30, 2024, compared to 21.8% for the prior year. The revenue and gross margin increases are primarily due to increased sales associated with the acquisition of the Harris Flooring Group® brands in the fourth quarter of fiscal year 2023. Operating income for the year ended September 30, 2024 was approximately $8.2 million, compared to operating income of approximately $6.1 million for the prior year.
Steel Manufacturing
Revenue for the year ended September 30, 2024 was approximately $139.6 million, an increase of approximately $50.7 million or 57.0%, compared to prior year revenue of approximately $88.9 million. The increase is primarily due to increased revenue of approximately $51.2 million at PMW and approximately $6.0 million at Central Steel, partially offset by a $6.5 million decrease in the Company’s other Steel Manufacturing businesses. Gross margin was 15.8% for the year ended September 30, 2024, compared to 22.5% for the prior year. The decrease in gross margin is primarily due to the acquisition of PMW, which has historically generated lower margins, as well as an overall decrease in margins in the Steel Manufacturing segment due to reduced production efficiencies as a result of lower demand. Operating income for the year ended September 30, 2024 was approximately $4.6 million, compared to operating income of approximately $8.0 million in the prior year.
Corporate and Other
Revenue for the year ended September 30, 2024 was approximately $0.3 million, a decrease of approximately $2.2 million, or 86.6%, compared to prior year revenue of approximately $2.5 million. The decrease in revenue was primarily due to the closure of SW Financial in May 2023. Operating loss for the year ended September 30, 2024 was approximately $8.1 million, compared to an operating loss of approximately $7.6 million in the prior year.
Non-GAAP Financial Information
Adjusted EBITDA
We evaluate the performance of our operations based on financial measures, such as “Adjusted EBITDA,” which is a non-GAAP financial measure. We define Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization, stock-based compensation, and other non-cash or nonrecurring charges. We believe that Adjusted EBITDA is an important indicator of the operational strength and performance of the business, including the business’s ability to fund acquisitions and other capital expenditures and to service its debt. Additionally, this measure is used by management to evaluate operating results and perform analytical comparisons and identify strategies to improve
performance. Adjusted EBITDA is also a measure that is customarily used by financial analysts to evaluate a company’s financial performance, subject to certain adjustments. Adjusted EBITDA does not represent cash flows from operations, as defined by generally accepted accounting principles (“GAAP”), should not be construed as an alternative to net income or loss, and is indicative neither of our results of operations, nor of cash flow available to fund our cash needs. It is, however, a measurement that the Company believes is useful to investors in analyzing its operating performance. Accordingly, Adjusted EBITDA should be considered in addition to, but not as a substitute for, net income, cash flow provided by operating activities, and other measures of financial performance prepared in accordance with GAAP. As companies often define non-GAAP financial measures differently, Adjusted EBITDA, as calculated by Live Ventures Incorporated, should not be compared to any similarly titled measures reported by other companies.
Forward-Looking and Cautionary Statements
The use of the word “Company” refers to Live Ventures and its wholly owned subsidiaries. Certain statements in this press release contain or may suggest “forward-looking” information within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, each as amended, that are intended to be covered by the “safe harbor” created by those sections. Words such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar statements are intended to identify forward-looking statements. Live Ventures may also make forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 10-K and 10-Q, Current Reports on Form 8-K, in its annual report to stockholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Additionally, new risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. Live Ventures undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.
About Live Ventures Incorporated
Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. Live Ventures’ acquisition strategy is sector-agnostic and focuses on well-run, closely held businesses with a demonstrated track record of earnings growth and cash flow generation. The Company looks for opportunities to partner with management teams of its acquired businesses to build increased stockholder value through a disciplined buy-build-hold long-term focused strategy. Live Ventures was founded in 1968. In late 2011 Jon Isaac, Chief Executive Officer and strategic investor, joined the Board of Directors of the Company and later refocused it into a diversified holding company. The Company’s current portfolio of diversified operating subsidiaries includes companies in the textile, flooring, tools, steel, and entertainment industries.
Contact:
Live Ventures Incorporated
Greg Powell, Director of Investor Relations
725.500.5597
gpowell@liveventures.com
www.liveventures.com
Source: Live Ventures Incorporated
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(dollars in thousands, except per share amounts)
| September 30,<br>2024 | September 30,<br>2023 | |
|---|---|---|
| Assets | ||
| Cash | $ 4,601 | $ 4,309 |
| Trade receivables, net | 46,861 | 41,194 |
| Inventories, net | 126,350 | 131,314 |
| Income taxes receivable | — | 1,116 |
| Prepaid expenses and other current assets | 4,123 | 4,919 |
| Total current assets | 181,935 | 182,852 |
| Property and equipment, net | 82,869 | 80,703 |
| Right of use asset - operating leases | 55,701 | 54,544 |
| Deposits and other assets | 787 | 1,282 |
| Intangible assets, net | 25,103 | 26,568 |
| Goodwill | 61,152 | 75,866 |
| Total assets | $ 407,547 | $ 421,815 |
| Liabilities and Stockholders' Equity | ||
| Liabilities: | ||
| Accounts payable | $ 31,002 | $ 27,190 |
| Accrued liabilities | 31,740 | 31,826 |
| Income taxes payable | 948 | — |
| Current portion of long-term debt | 43,816 | 23,077 |
| Current portion of notes payable related parties | 6,400 | 4,000 |
| Current portion of lease obligations - operating leases | 12,885 | 11,369 |
| Current portion of lease obligations - finance leases | 368 | 359 |
| Seller notes - related parties | 2,500 | — |
| Total current liabilities | 129,659 | 97,821 |
| Long-term debt, net of current portion | 54,994 | 78,710 |
| Lease obligation long term - operating leases | 50,111 | 48,156 |
| Lease obligation long term - finance leases | 41,677 | 32,942 |
| Notes payable related parties, net of current portion | 4,934 | 6,914 |
| Seller notes - related parties | 40,361 | 38,998 |
| Deferred tax liability | 6,267 | 14,035 |
| Other non-current obligations | 6,655 | 4,104 |
| Total liabilities | 334,658 | 321,680 |
| Commitments and contingencies | ||
| Stockholders' equity: | ||
| Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 issued and outstanding at September 30, 2024 and 2023, respectively, with a liquidation preference of $0.30 per share | — | — |
| Common stock, $0.001 par value, 10,000,000 shares authorized, 3,131,360 shares issued and outstanding at September 30, 2024; 3,164,330 issued and outstanding at September 30, 2023 | 2 | 2 |
| Paid-in capital | 69,692 | 69,387 |
| Treasury stock common 694,687 and 660,063 shares as of September 30, 2024 and 2023 | (9,072) | (8,206) |
| Treasury stock Series E preferred 50,000 shares as of September 30, 2024 and 2023 | (7) | (7) |
| Accumulated earnings | 12,274 | 38,959 |
| Total stockholders' equity | 72,889 | 100,135 |
| Total liabilities and stockholders' equity | $ 407,547 | $ 421,815 |
LIVE VENTURES, INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(dollars in thousands, except per share)
| Years Ended September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Revenues | $ 472,840 | $ 355,171 |
| Cost of revenues | 328,016 | 239,605 |
| Gross profit | 144,824 | 115,566 |
| Operating expenses: | ||
| General and administrative expenses | 118,040 | 86,670 |
| Sales and marketing expenses | 22,372 | 13,447 |
| Impairment expense | 18,056 | — |
| Total operating expenses | 158,468 | 100,117 |
| Operating (loss) income | (13,644) | 15,449 |
| Other income (expense): | ||
| Interest expense, net | (16,847) | (12,741) |
| Loss on disposition of SW Financial | — | (1,696) |
| SW Financial settlement | — | 2,750 |
| Other expense, net | (852) | (2,293) |
| Total other expense, net | (17,699) | (13,980) |
| (Loss) income before income taxes | (31,343) | 1,469 |
| (Benefit) provision for income taxes | (4,658) | 1,571 |
| Net loss | (26,685) | (102) |
| Loss per share: | ||
| Basic and diluted | $ (8.48) | $ (0.03) |
| Weighted average common shares outstanding: | ||
| Basic and diluted | 3,147,646 | 3,133,554 |
LIVE VENTURES INCORPORATED
NON-GAAP MEASURES RECONCILIATION
Adjusted EBITDA
The following table provides a reconciliation of Net loss to total Adjusted EBITDA¹ for the periods indicated (dollars in thousands):
| For the Year Ended September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Net loss | $ (26,685) | $ (102) |
| Depreciation and amortization | 17,215 | 14,257 |
| Stock-based compensation | 325 | 446 |
| Interest expense, net | 16,847 | 12,741 |
| Income tax (benefit) expense | (4,658) | 1,571 |
| Debt acquisition costs | 183 | — |
| Disposition of Johnson | 301 | — |
| SW Financial settlement gain | — | (2,750) |
| Disposition of SW Financial | — | 1,697 |
| Acquisition costs | 2,314 | 3,554 |
| Impairment of goodwill | 18,056 | — |
| Other non-recurring company initiatives | 599 | 124 |
| Adjusted EBITDA | $ 24,497 | $ 31,538 |
10