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Live Ventures (NASDAQ:LIVE) Stock, Quote.Headers.trade-ideas

Live Ventures

Live Ventures Inc is a holding company for diversified businesses. It is focused on acquiring and operating profitable companies in various industries. The company operates in the business segments of Retail, which includes direct sales of entertainment and appliance products and services, Flooring Manufacturing, Steel Manufacturing, which includes the sale of steel plates, ground flat stock, and drill rods, and Corporate and Other. It derives key revenue from the Flooring Manufacturing segment which includes the manufacturing of carpets and rugs, yarn products, as well as a reseller of hard surface flooring products. Geographically the activities are carried out throughout the United States.

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Despite operational challenges in Retail-Flooring segment, Live Ventures reporting $35.5 million gross profit and $4.5 million adjusted EBITDA in Q2 FY24.

Live Ventures Post 30% Hike In Q2 Sales As Acquisitions Boost

Live Ventures Inc (NASDAQ: LIVE) reported FY23 sales growth of 23.8% year-on-year to $355.17 million, beating the 

Live Ventures Clocks FY23 Revenue Growth, CFO Highlights Acquisitions as Key Driver

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Private equity firm F9 Investments, LLC has proposed to acquire all the issued and outstanding shares of common stock of LL Flooring Holdings Inc (NYSE: LL) 

Hard-Surface Flooring Retailer LL Flooring&#39;s Shares Are Ticking Higher: What&#39;s Going On?

Live Ventures Incorporated - Common Stock

Live Ventures Inc

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LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP CL A COM

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LIVE CURRENT MEDIA INC by Live Current Media, Inc.

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Live Ventures (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>) reported quarterly losses of $(0.91) per share. This is a 375.76 percent decrease over earnings of $0.33 per share from the same period last year. The company reported quarterly sales of $123.88 million which beat the analyst consensus estimate of $102.00 million by 21.45 percent. This is a 35.36 percent increase over sales of $91.52 million the same period last year.

Earnings Beats

Live Ventures Q3 EPS $(0.91) Down From $0.33 YoY, Sales $123.88M Beat $102.00M Estimate

Buybacks

Live Ventures Announces $10M Buyback

Live Ventures Acquires Central Steel Fabricators; Financial Terms Not Disclosed

Live Ventures Inc&nbsp;(NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>) reported second-quarter FY24 sales growth of 30.2% year-on-year to $118.626 million,&nbsp;<a target="_blank" href="https://www.benzinga.com/pressreleases/24/05/g38787786/live-ventures-reports-fiscal-second-quarter-2024-financial-results" rel="noreferrer noopener">beating the analyst consensus estimate of $105 million</a>.
&#8220;Our second quarter revenue increased 30.2% compared to the prior year period, primarily driven by the strategic acquisitions of Flooring Liquidators, Inc. (&#8220;Flooring Liquidators&#8221;), and Precision Metal Works, Inc. (&#8220;PMW&#8221;), both of which were acquired in fiscal year 2023, as well as an increase in revenue in our Flooring Manufacturing segment,&#8221; said CFO David Verret.
Gross profit increased 12.2% to $35.5 million with a margin of 30%. Operating expenses for the quarter jumped 36.2% to $36.3 million.
The company incurred an operating loss of $(838,000) compared to an operating income of $4.9 million. The decrease in operating income is primarily attributable to the Retail-Flooring segment&#8217;s temporary inefficiencies associated with the acquisitions of Carpet Remnant Outlet, Inc. and Johnson Floor &amp; Home by Flooring Liquidators.
Adjusted EBITDA declined 51% Y/Y to $4.5 million with an adjusted EBITDA margin of 3.8%. EPS of $(1.04) <a href="https://www.benzinga.com/calendars/earnings" target="_blank" rel="noreferrer noopener">missed the analyst consensus estimate of $1.50.</a>
The company repurchased 11,849 shares of its common stock at an average price of $25.16 per share in the quarter. Live Ventures held $4.5 million in cash and equivalents as of March-end.
Jon Isaac, President and Chief Executive Officer of Live Ventures, said, &#8220;Despite industry-specific headwinds, we are committed to adapting to market changes, maintaining operational efficiency, and enhancing customer satisfaction.&#8221;
Price Action: LIVE shares are trading higher by 1.09% at $25.95 at the last check Monday.
Photo via Shutterstock

Live Ventures (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>) reported quarterly losses of $(1.04) per share which missed the analyst consensus estimate of $1.50 by 169.33 percent. The company reported quarterly sales of $118.626 million which beat the analyst consensus estimate of $105.000 million by 12.98 percent. This is a 30.18 percent increase over sales of $91.122 million the same period last year.

Earnings Misses

Live Ventures Q2 2024 GAAP EPS $(1.04) Misses $1.50 Estimate, Sales $118.626M Beat $105.000M Estimate

The Company has separately entered into a cooperation agreement with Live Ventures and Isaac Capital Group with regard to director nominations and the voting of their aggregate&nbsp;3.8%&nbsp;ownership of LL Flooring common stock at the Company&#39;s upcoming Annual Meeting of Stockholders set for July 10, 2024.
Isaac Capital Group had previously nominated three individuals to stand for election to the LL Flooring Board at the Annual Meeting and, in connection with the cooperation agreement, has now withdrawn these nominations and will vote its shares in support of the Company&#39;s directors.
The Company notes it is in receipt of additional director nominations from other LL Flooring shareholders.

Management

LL Flooring Enters Into Cooperation Agreement With Live Ventures On Director Nominations

Live Ventures shares are trading higher after the company reported first-quarter financial revenue above estimates.

Live Ventures Q1 EPS $(0.22) Vs $0.60 YoY, Sales $117.59M Beat $104.00M Estimate

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Earnings Scheduled For February 8, 2024

Live Ventures (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>) is set to give its latest quarterly earnings report on Thursday, 2024-02-08. Here's what investors need to know before the announcement.
Analysts estimate that Live Ventures will report an earnings per share (EPS) of $1.44. 
Live Ventures bulls will hope to hear the company announce they've not only beaten that estimate, but also to provide positive guidance, or forecasted growth, for the next quarter.
New investors should note that it is sometimes not an earnings beat or miss that most affects the price of a stock, but the guidance (or forecast).
<h3>Past Earnings Performance</h3>
Last quarter the company missed EPS by $1.45, which was followed by a 0.13% increase in the share price the next day.
Here's a look at Live Ventures's past performance and the resulting price change:

<table>
<thead>
<tr>
<th>Quarter</th>
<th>Q4 2023</th>
<th>Q3 2023</th>
<th>Q2 2023</th>
<th>Q1 2023</th>
</tr>
</thead>
<tbody>
<tr>
<td>EPS Estimate</td>
<td>0</td>
<td>1.15</td>
<td>2.21</td>
<td>1.52</td>
</tr>
<tr>
<td>EPS Actual</td>
<td>-1.45</td>
<td>0.33</td>
<td>0.49</td>
<td>0.60</td>
</tr>
<tr>
<td>Price Change %</td>
<td>0.13%</td>
<td>0.25%</td>
<td>-7.41%</td>
<td>0.97%</td>
</tr>
</tbody>
</table>

<img src="https://www.benzinga.com/files/images/story/2024/1707336089_0.png" alt="eps graph" />
<h3>Stock Performance</h3>
Shares of Live Ventures were trading at $25.0 as of February 06. Over the last 52-week period, shares are up 201.69%. Given that these returns are generally positive, long-term shareholders are likely bullish going into this earnings release. 
<a href="https://www.benzinga.com/quote/LIVE/earnings">To track all earnings releases for Live Ventures visit their earnings calendar on our site.</a>
This article was generated by Benzinga's automated content engine and reviewed by an editor.

Earnings Outlook For Live Ventures

Live Ventures Inc&nbsp;(NASDAQ:&nbsp;LIVE) reported FY23 sales growth of 23.8% year-on-year to $355.17 million, beating the&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/pressreleases/23/12/g36323714/live-ventures-reports-fiscal-year-2023-financial-results" style="color:#4a6ee0; background:transparent; margin-top:0pt; margin-bottom:0pt" target="_blank">consensus of $353.6 million</a>.
Retail Entertainment segment revenues of $78.12 million decreased by 9.3% Y/Y due to reduced demand. Retail Flooring segment revenues were $75.87 million.
Flooring Manufacturing Segment revenues of $109.77 million decreased by 16.1% Y/Y primarily due to reduced customer demand.
Steel Manufacturing Segment revenues of $88.91 million increased by 46.7% Y/Y primarily due to the acquisition of Kinetic.
EPS loss of $(0.03) missed the&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/calendars/earnings" style="color:#4a6ee0; background:transparent; margin-top:0pt; margin-bottom:0pt" target="_blank">consensus of $2.85</a>.&nbsp;
Gross profit improved 18.1% Y/Y to $115.57 million, while the operating income for the quarter fell 40.4% to $15.45 million.
The company attributed the decrease in operating income to lower gross profit margins due to inflationary cost increases and lower operating margins primarily due to higher general and administrative expenses related to Flooring Liquidators, Kinetic, and PMW acquisitions.
Adjusted EBITDA for the quarter increased 8.3% to $9.6 million, primarily due to the acquisitions of Flooring Liquidators and Kinetic.
As of September 30, 2023, the company had a total cash availability of $37.1 million.
&quot;During fiscal year 2023, revenues increased 23.8%, largely driven by the strategic acquisitions of Flooring Liquidators and PMW acquired during fiscal year 2023 and The Kinetic Co., Inc. (&quot;Kinetic&quot;) acquired in late fiscal year 2022, together contributed in excess of $115 million in revenue and approximately $8.5 million in Adjusted EBITDA,&quot; commented David Verret, CFO of Live Ventures.
The&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/calendars/guidance" style="color:#4a6ee0; background:transparent; margin-top:0pt; margin-bottom:0pt" target="_blank">FY24 revenue consensus</a>&nbsp;is $421 million. The stock has lost 21% year-to-date.
Price Action:&nbsp;LIVE shares are trading higher by 1.50% at $25.70 on the last check Wednesday.

Live Ventures FY23 EPS $(0.03), Sales $355.2M Up From $286.9M YoY

<h3>Companies Reporting Before The Bell</h3>
&bull; Optical Cable (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/OCC#NASDAQ">OCC</a>) is likely to report earnings for its fourth quarter.
&bull; Toro (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/TTC#NYSE">TTC</a>) is projected to report quarterly earnings at $0.56 per share on revenue of $973.65 million.
&bull; Winnebago Industries (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/WGO#NYSE">WGO</a>) is likely to report quarterly earnings at $1.20 per share on revenue of $731.15 million.
&bull; Live Ventures (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>) is estimated to report quarterly earnings at $0.00 per share on revenue of $102.00 million.
<h3>Companies Reporting After The Bell</h3>
&bull; BlackBerry (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/BB#NYSE">BB</a>) is projected to report quarterly loss at $0.03 per share on revenue of $172.37 million.
&bull; Micron Technology (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/MU#NASDAQ">MU</a>) is likely to report quarterly loss at $0.91 per share on revenue of $4.27 billion.
&bull; Innovative Solns (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/ISSC#NASDAQ">ISSC</a>) is estimated to report quarterly earnings at $0.09 per share on revenue of $10.30 million.
&bull; MillerKnoll (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/MLKN#NASDAQ">MLKN</a>) is estimated to report quarterly earnings at $0.55 per share on revenue of $973.82 million.
This article was generated by Benzinga&#39;s automated content engine and reviewed by an editor.

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Earnings Scheduled For December 20, 2023

Live Ventures (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>) is set to give its latest quarterly earnings report on Wednesday, 2023-12-20. Here's what investors need to know before the announcement.
Analysts estimate that Live Ventures will report an earnings per share (EPS) of $0.00. 
Live Ventures bulls will hope to hear the company announce they've not only beaten that estimate, but also to provide positive guidance, or forecasted growth, for the next quarter.
New investors should note that it is sometimes not an earnings beat or miss that most affects the price of a stock, but the guidance (or forecast).
<h3>Historical Earnings Performance</h3>
Last quarter the company missed EPS by $0.82, which was followed by a 0.25% increase in the share price the next day.
Here's a look at Live Ventures's past performance and the resulting price change:

<table>
<thead>
<tr>
<th>Quarter</th>
<th>Q3 2023</th>
<th>Q2 2023</th>
<th>Q1 2023</th>
<th>Q4 2022</th>
</tr>
</thead>
<tbody>
<tr>
<td>EPS Estimate</td>
<td>1.15</td>
<td>2.21</td>
<td>1.52</td>
<td></td>
</tr>
<tr>
<td>EPS Actual</td>
<td>0.33</td>
<td>0.49</td>
<td>0.60</td>
<td>1.38</td>
</tr>
<tr>
<td>Price Change %</td>
<td>0.25%</td>
<td>-7.41%</td>
<td>1.36%</td>
<td>0.0%</td>
</tr>
</tbody>
</table>

<img src="https://www.benzinga.com/files/images/story/2023/1702994467_0.png" alt="eps graph" />
<h3>Stock Performance</h3>
Shares of Live Ventures were trading at $25.35 as of December 08. Over the last 52-week period, shares are up 3.47%. Given that these returns are generally positive, long-term shareholders are likely bullish going into this earnings release. 
<a href="https://www.benzinga.com/quote/LIVE/earnings">To track all earnings releases for Live Ventures visit their earnings calendar on our site.</a>
This article was generated by Benzinga's automated content engine and reviewed by an editor.

Live Ventures's Earnings: A Preview

<h3>Companies Reporting Before The Bell</h3>
&bull; Live Ventures (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>) is estimated to report earnings for its fourth quarter.
&bull; Jabil (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/JBL#NYSE">JBL</a>) is projected to report earnings for its first quarter.
&bull; Yunji (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/YJ#NASDAQ">YJ</a>) is projected to report earnings for its third quarter.
&bull; ImmunoPrecise Antibodies (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/IPA#NASDAQ">IPA</a>) is estimated to report quarterly loss at $0.10 per share on revenue of $4.33 million.
<h3>Companies Reporting After The Bell</h3>
&bull; RCI Hospitality Hldgs (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/RICK#NASDAQ">RICK</a>) is likely to report earnings for its fourth quarter.
&bull; Getaround (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/GETR#NYSE">GETR</a>) is likely to report earnings for its third quarter.
&bull; NeuroOne Medical Tech (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/NMTC#NASDAQ">NMTC</a>) is expected to report earnings for its fourth quarter.
&bull; Scholastic (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/SCHL#NASDAQ">SCHL</a>) is estimated to report earnings for its second quarter.
&bull; Good Times Restaurants (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/GTIM#NASDAQ">GTIM</a>) is projected to report earnings for its fourth quarter.
&bull; Lennar (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/LEN#NYSE">LEN</a>) is likely to report quarterly earnings at $4.60 per share on revenue of $10.16 billion.
&bull; Costco Wholesale (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/COST#NASDAQ">COST</a>) is expected to report quarterly earnings at $3.41 per share on revenue of $57.70 billion.
&bull; Quanex Building Prods (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/NX#NYSE">NX</a>) is estimated to report quarterly earnings at $0.70 per share on revenue of $293.84 million.
&bull; Mesa Air Gr (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/MESA#NASDAQ">MESA</a>) is likely to report quarterly loss at $0.28 per share on revenue of $114.00 million.
This article was generated by Benzinga&#39;s automated content engine and reviewed by an editor.

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Earnings Scheduled For December 14, 2023

Private equity firm&nbsp;F9 Investments, LLC&nbsp;has proposed to acquire all the issued and outstanding shares of common stock of&nbsp;LL Flooring Holdings Inc&nbsp;(NYSE: <a class="ticker" href="https://www.benzinga.com/stock/ll#NYSE">LL</a>)&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/pressreleases/23/11/b35773847/f9-investments-proposes-to-acquire-ll-flooring-holdings-for-3-00-per-share-in-cash-and-nominates-t" style="background-image:initial; background-position:initial; background-size:initial; background-repeat:initial; background-attachment:initial; background-origin:initial; background-clip:initial; margin-top:0pt; margin-bottom:0pt; color:#4a6ee0" target="_blank">for $3.00 per share.</a>
F9 Investments, together with its affiliates, collectively owns approximately 8.8% of LL Flooring Holdings.
The proposed offer will be fully financed through cash on hand and borrowing under an existing revolving credit facility from an affiliate of F9.&nbsp;
F9 noted that the value being offered reflects LL Flooring&#39;s deteriorating financial and operational performance, as&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/pressreleases/23/11/b35667799/ll-flooring-reports-third-quarter-2023-financial-results" style="background-image:initial; background-position:initial; background-size:initial; background-repeat:initial; background-attachment:initial; background-origin:initial; background-clip:initial; margin-top:0pt; margin-bottom:0pt; color:#4a6ee0" target="_blank">disclosed in its third quarter 2023 results.</a>
&quot;We believe our offer represents a compelling, immediate, and certain cash value for LL&#39;s shareholders, in light of the Company&#39;s deteriorating financial condition and declining stock price, which in our view reflects the market&#39;s lack of confidence in the current Board&#39;s strategy,&quot; said F9&#39;s owner, Thomas Sullivan.
Also, Sullivan intends to nominate three candidates to LL Flooring&#39;s Board of Directors at the 2024 annual meeting of stockholders.
Also See:&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/news/earnings/23/11/35671660/hard-surface-flooring-retailer-ll-flooring-dodges-guidance-heres-why" style="background-image:initial; background-position:initial; background-size:initial; background-repeat:initial; background-attachment:initial; background-origin:initial; background-clip:initial; margin-top:0pt; margin-bottom:0pt; color:#4a6ee0" target="_blank">Hard-Surface Flooring Retailer LL Flooring Dodges Guidance: Here&#39;s Why</a>
On May 26, 2023, F9 Investments presented a cash offer of $5.76 per share, which at that time represented a premium of over 100% of the stock&#39;s 52-week low of $2.75. The company&#39;s Board rejected the offer.
On August 14, 2023, LL Flooring announced that the Board of Directors was exploring strategic alternatives, including a potential sale, merger or other strategic transaction.
In October,&nbsp;Live Ventures Incorporated&nbsp;(NASDAQ: <a class="ticker" href="https://www.benzinga.com/stock/live#NASDAQ">LIVE</a>) submitted a proposal to acquire LL Flooring<a class="editor-rtfLink" href="https://www.benzinga.com/markets/equities/23/10/35221289/why-ll-flooring-shares-are-skyrocketing-today" style="background-image:initial; background-position:initial; background-size:initial; background-repeat:initial; background-attachment:initial; background-origin:initial; background-clip:initial; margin-top:0pt; margin-bottom:0pt; color:#4a6ee0" target="_blank">&nbsp;for $5.85 per share in cash.</a>
Price Action: LL shares are trading higher by 7.09% at $3.02 on the last check Tuesday.

Hard-Surface Flooring Retailer LL Flooring's Shares Are Ticking Higher: What's Going On?

Live Ventures Inc&nbsp;(NASDAQ: <a class="ticker" href="https://www.benzinga.com/stock/live#NASDAQ">LIVE</a>) has presented a non-binding proposal to acquire&nbsp;LL Flooring Holdings, Inc&nbsp;(NYSE: <a class="ticker" href="https://www.benzinga.com/stock/ll#NYSE">LL</a>) in an all-cash offer for&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/pressreleases/23/10/b35219196/live-ventures-submits-proposal-to-acquire-ll-flooring-for-5-85-per-share-in-cash" style="background-image:initial; background-position:initial; background-size:initial; background-repeat:initial; background-attachment:initial; background-origin:initial; background-clip:initial; margin-top:0pt; margin-bottom:0pt; color:#4a6ee0" target="_blank">$5.85 per share, totaling $194.4 million.</a>
The offer price represents a 100% premium to LL Flooring&#39;s closing share price on October 11, 2023.&nbsp;
LL Flooring is a specialty retailer of hard-surface flooring with more than 440 stores nationwide.
Isaac Capital Group, an investment firm that Live Ventures&#39; President and CEO Jon Isaac controls and manages, currently owns over 4% of LL Flooring&#39;s shares.
In August, LL Flooring said it is exploring&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/news/23/08/33856714/why-ll-flooring-shares-are-getting-a-lift-tuesday" style="background-image:initial; background-position:initial; background-size:initial; background-repeat:initial; background-attachment:initial; background-origin:initial; background-clip:initial; margin-top:0pt; margin-bottom:0pt; color:#4a6ee0" target="_blank">strategic alternatives to maximize shareholder value.&nbsp;</a>
It is to be noted that LL had, in June, rejected a proposal to acquire all of its outstanding shares for $5.76 per share in cash.
As of June 30, 2023, Live Ventures had a total cash availability of $32.3 million, consisting of cash on hand of $3.5 million and cash availability under its&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/pressreleases/23/08/g33705130/live-ventures-reports-fiscal-third-quarter-2023-financial-results" style="background-image:initial; background-position:initial; background-size:initial; background-repeat:initial; background-attachment:initial; background-origin:initial; background-clip:initial; margin-top:0pt; margin-bottom:0pt; color:#4a6ee0" target="_blank">various lines of credit of $28.8 million.</a>
Price Action: LL shares are trading higher by 45.2% at $4.26 on the last check Thursday.

Why LL Flooring Shares Are Skyrocketing Today

All-Cash Offer Represents 106% Premium to Company's Closing Price as of October 6, 2023 and Provides Shareholders with Certainty, Full and Fair Value and Immediate Liquidity
Live Ventures' Experience in the Retail and Flooring Industries and Successful Track Record of Shareholder Value Creation Make it the Ideal Partner for LL Flooring
Live Ventures Incorporated (NASDAQ:<a class="ticker" href="https://www.benzinga.com/stock/LIVE#NASDAQ">LIVE</a>), a diversified holding company specializing in the retail and flooring industries, today released the below correspondence sent to LL Flooring Holdings, Inc. (NYSE:<a class="ticker" href="https://www.benzinga.com/stock/LL#NYSE">LL</a>), which details Live Ventures Incorporated's $5.85 per share all-cash acquisition proposal.
&#x2A;&#x2A;&#x2A;
October 11, 2023
Board of Directors (the "Board") LL Flooring Holdings, Inc. 4901 Bakers Mill Lane Richmond, Virginia 23230 Attn: Nancy M. Taylor, Chairperson of the Board
Members of the Board,
Live Ventures Incorporated ("Live Ventures" or "we") is pleased to present a non-binding offer for a transaction between Live Ventures and LL Flooring Holdings, Inc. ("LL Flooring" or the "Company"). Our goal is to facilitate constructive discussions with the Board and enter into a mutually agreeable transaction that is in the best interests of all LL Flooring shareholders. We would also like to disclose that the Isaac Capital Group, an investment firm I personally control and manage, has made a significant investment in LL Flooring and is a top-five shareholder, currently owning over 4% of the Company's outstanding common stock.
As described more fully below, our proposal to acquire 100% of LL Flooring shares in an all-cash offer for $5.85 per share represents a 106% premium to the Company's closing share price as of October 6, 2023. For the reasons we outline, we believe this proposal is the best path forward for all Company stakeholders – and we are prepared to move quickly to execute it together.
About Live Ventures and its Successful Track Record in the Retail and Flooring Industries
As a diversified, publicly traded holding company, Live Ventures has considerable experience working with retailers that have faced similar challenges LL Flooring is confronted with today. It is encouraging that the Board has recognized these headwinds by announcing the initiation of a strategic alternatives process, especially considering the material losses shareholders have experienced over the past several years. We fear that the Company's stock price will continue its decline unless LL Flooring enters into a transaction with a well-capitalized acquiror that has extensive experience working with synergistic retailers in the near term.
Live Ventures seeks to acquire companies and partner with management teams that we believe are in need of new ownership and outside capital to support growth and enhance shareholder value. We have a strategic focus on acquisitions of domestic middle-market companies, with Flooring being one of our key segments (currently representing 46% of total 2022 revenue).1 A transaction between Live Ventures and LL Flooring, which includes 442 stores spanning 47 states across the U.S., would therefore be synergistic given our extensive portfolio of flooring companies. Our portfolio includes Marquis Industries, Inc., a leading carpet and hard-surface flooring products manufacturer for which we have grown revenue levels approximately 117% since acquiring it in 2015, as well as Flooring Liquidators, Inc., a retailer and installer of floors, carpets and countertops, which we acquired earlier this year for $85 million.
We believe that adding LL Flooring to the Live Ventures portfolio will help the Company thrive and be a major catalyst for our buy-build-hold strategy, which has delivered enhanced shareholder value since I joined as Chief Executive Officer in 2012 and began refocusing our company's strategy. Since then, Live Ventures has delivered approximately 237% in total shareholder returns, strong revenue, earnings and balance sheet growth.2 We have a successful track record acquiring historic brands and working closely with existing management teams, boards of directors and large, diverse employee bases to deliver superior value for stakeholders. We firmly believe we can deliver the same results for LL Flooring.
Additional Offer Details
Based on public information, we have conducted an extensive analysis of the opportunity presented by LL Flooring. As a result of our findings, and subject to completing confirmatory diligence, we are pleased to submit this non-binding indication of interest (the "Indicative Proposal" or "Offer") to acquire 100% of the issued and outstanding shares of common stock of the Company for $5.85 per share in cash (the "Offer Price"), which equals an aggregate equity value of approximately $194.4 million. This Offer is based on our current understanding of the Company's capital structure, which comprises approximately 33.2 million fully diluted shares of common stock.3
We believe that this Indicative Proposal represents compelling value for the Company and its shareholders, with the Offer Price corresponding to a 106% premium to LL Flooring's closing price per share of $2.84 as of October 6, 2023, providing a significant premium relative to recent share price performance. The Offer Price reflects a 94.4% premium over the 30-day volume-weighted average share price. Importantly, our Offer provides the Company's shareholders with certainty, full and fair value and immediate liquidity.
Closing would be subject only to LL Flooring shareholder approval, as well as other customary closing conditions for a transaction of this nature with no financing condition or contingency.
The Indicative Proposal is subject to focused confirmatory diligence, including finalizing views with our team on customer financial and operational due diligence and customary accounting and legal due diligence.
This transaction is a top priority for Live Ventures and we are prepared to work at an expedited pace to reach an agreement with you. We have engaged Vinson &amp; Elkins as legal counsel for this transaction.
The Indicative Proposal has been discussed with our Board of Directors and we are prepared to dedicate all resources necessary to complete our due diligence and negotiate definitive transaction documentation in parallel. Given our advanced preparation and commitment, we believe that we could expeditiously announce a transaction assuming cooperation between the parties. We have a strong desire to align on this timeframe as we are deferring other strategic initiatives to focus on completing a transaction with LL Flooring.
In consideration for the time, effort and expense incurred and anticipated to be incurred by Live Ventures in connection with pursuing a transaction, we would expect LL Flooring to enter into a customary exclusivity agreement with Live Ventures pursuant to which, among other things, LL Flooring would agree to cause its affiliates, directors, officers, employees, advisors and other representatives not to: (i) initiate, solicit, or knowingly encourage or knowingly facilitate the submission of any proposal for a potential alternative transaction, (ii) engage in negotiations with respect to any potential alternative transaction or any inquiries regarding a potential alternative transaction, or (iii) provide any information to any person or entity (other than Live Ventures or any representatives of Live Ventures) in connection with any potential alternative transaction or any inquiries regarding a potential alternative transaction for an agreed period of time.
It is understood that this letter represents our non-binding indication of interest and is not subject to acceptance nor is in any way binding on any party. There can be no guarantee that any transaction will be entered into or completed. A binding commitment between Live Ventures and the Company would result only from the execution of mutually agreed upon definitive transaction documentation.
We would like to reiterate our respect for LL Flooring and its leadership and our enthusiasm for pursuing this transaction. We firmly believe that Live Ventures would be the best partner for the Company given our experience, capabilities and track record of value creation as outlined in this letter. We believe that this all-cash offer presents a highly compelling transaction for all LL Flooring shareholders and stakeholders.
We would very much appreciate the opportunity to further discuss this Offer in further detail with you, as well as your financial and legal advisors. We are ready to work expeditiously to move forward and execute this compelling transaction.
Yours sincerely,
Jon Isaac President and Chief Executive Officer Live Ventures Incorporated
&#x2A;&#x2A;&#x2A;

Live Ventures Submits Proposal To Acquire LL Flooring For $5.85 Per Share In Cash, An Aggregate Equity Value Of ~$194.4M

Live Ventures Acquires Naturally Aged Flooring, Harris, Kraus, and Heritage Mill Wood Flooring Brands from Q.E.P. For ~$10M

Live Ventures Inc&nbsp;(NASDAQ: <a class="ticker" href="https://www.benzinga.com/stock/live#NASDAQ">LIVE</a>) reported third-quarter FY23 sales growth of 34.1% year-on-year to $91.5 million missing the&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/pressreleases/23/08/g33705130/live-ventures-reports-fiscal-third-quarter-2023-financial-results" style="color:#4a6ee0; background:transparent; margin-top:0pt; margin-bottom:0pt" target="_blank">consensus of $98.0 million</a>.
Retail Entertainment segment revenues of $18.0 million decreased by 6.3% Y/Y due to reduced demand. Retail Flooring segment revenues were $27.4 million.
Flooring Manufacturing Segment revenues of $27.4 million decreased by 14.8% Y/Y primarily due to reduced customer demand.
Steel Manufacturing Segment revenues of $18.4 million increased by 22.9% Y/Y primarily due to the acquisition of Kinetic.
EPS of $0.33 missed the&nbsp;<a class="editor-rtfLink" href="https://www.benzinga.com/calendars/earnings" style="color:#4a6ee0; background:transparent; margin-top:0pt; margin-bottom:0pt" target="_blank">consensus of $1.15</a>. Gross profit improved 43.9% Y/Y to $32.2 million, while the operating income for the quarter fell 5.2% to $5.6 million.
The company attributed the decrease in operating income to the lower revenues and higher costs in the Retail Entertainment, Flooring Manufacturing and Corporate segments.
Adjusted EBITDA for the quarter increased 8.3% to $9.6 million, primarily due to the acquisitions of Flooring Liquidators and Kinetic.
As of June 30, 2023, the Company had total cash availability of $32.3 million, consisting of cash on hand of $3.5 million and cash availability under its various lines of credit of $28.8 million.
Price Action:&nbsp;LIVE shares traded higher by 3.62% at $27.46 on the last check Thursday.

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