Good day, everyone, and welcome to today's Live Ventures Incorporated Earnings Call. At this time, all participants are in a listen-only mode. [Operator Instructions] Please note, today’s call maybe recorded and I will be standing by, should you need any assistance.

It is now my pleasure to turn the conference over to the Director of Investor Relations, Greg Powell. Please go ahead..

Thank you, Chloe. Good afternoon, everyone, and welcome to the Live Ventures fiscal fourth quarter and full year 2022 conference call. Joining us this afternoon for the call are Jon Isaac, our Chief Executive Officer and President; David Verret, our Chief Financial Officer; and Eric Althofer, our Chief Operating Officer.

Some of the statements we are making today are forward-looking and are based on our best view of our businesses as we see them today. The actual results could differ material due to the number of factors, including those outlined in our latest Forms, 10-K and 10-Q filed with the Securities and Exchange Commission.

We have no obligation to publicly update any forward-looking statements after this call. Whether as a result of new information, future events, changes in assumptions or otherwise, you can find our press release referenced on this call in the Investor Relations section of the Live Ventures Web site.

I direct you to our Web site www.liveventures.com or www.sec.gov for our historical SEC filings. And now I'll turn the call over to David to walk through our financial performance..

Thank you, Greg, and good afternoon, everyone. Overall, the company delivered a solid fourth quarter and full year 2022 performance in spite of increasing economic headwinds. During our fiscal year 2022, we continue to execute on our multi-lever, buy-build-hold strategic plan to maximize stockholder value.

On the buy side, we added Kinetic and Better Backers to our steel manufacturing and flooring manufacturing segments, respectively. On the build side, we made significant capital investments in new equipment in our flooring manufacturing business, Marquis Industries. In addition, we repurchased 86,451 shares of our common stock during the year.

Before we jump into the numbers, let me discuss the acquisitions that we completed during the year. At the end of June, our steel manufacturing segment acquired The Kinetic Company Incorporated, a 74-year old Wisconsin-based company.

Kinetic is a highly recognized and regarded brand name in the production of industrial knives and hardened wear products for the tissue, metals and wood industries, and is known as a one stop shop for in-house grinding, machining and heat treating. We believe that Kinetic is a great fit within our growing steel manufacturing segments.

In July, we acquired certain assets of Better Backers Incorporated for approximately $3.2 million. Better Backers provides carpet-backing for its carpet manufacturing customers.

For more than 40 years, Better Backers has taken great pride in its reputation for standing behind the quality of its products and providing its customers with the highest level of service. Better Backers is a nice addition to our flooring manufacturing segment.

Now I'll briefly discuss the financial results for the fourth quarter and full fiscal year 2022. The revenue for the fourth quarter - our total revenue for the fourth quarter increased to $73.8 million, up 4.6% as compared to $70.5 million in the prior year period.

The increase in revenue is primarily attributable to the acquisitions of Kinetic and Better Backers, partially offset by decreased revenue in our corporate and other segment. Gross profit for the fourth quarter was $22.9 million, down from $25.6 million in the prior year period.

The gross margin percentage for the company decreased to 31.1% from 36.3% in the prior year period. The decrease in gross margin percentage is primarily due to increased raw material costs. Operating income decreased to $1.2 million in the fourth quarter of 2022 as compared to $9.1 million in the prior year period.

The decrease in operating income is attributable to the SW Financial goodwill and other intangible assets impairment charge of $4.9 million and inflationary cost increases. For the 3 months ended September 30, 2022, net loss was $0.6 million as compared to net income of $7.1 million in the prior year period.

The decrease in net income is attributable to the goodwill and other intangible assets impairment charge and lower operating income. Diluted net loss per share for the current quarter was $0.20 per share as compared to a diluted earnings per share of $2.23 in the prior year period.

Adjusted EBITDA for the fourth quarter was $7.2 million, a decrease of approximately $4.3 million as compared to the prior year period. The decrease in EBITDA is primarily due to the increase in cost of revenues resulting from inflationary cost increases. I will now discuss the financial results of our fiscal year ended September 30, 2022.

Fiscal year 2022 total revenues of $286.9 million increased approximately $13.9 million or 5.1% as compared to the prior year period. The increase in revenues is primarily due to the acquisitions of Kinetic and Better Backers, the inclusion of a full year's financial results for SW Financial and inflation-based sales price increases.

Flooring Manufacturing segment revenues increased 0.5% to $130.9 million as compared to $130.2 million in the prior year. The increase is primarily due to increased sales prices as well as the acquisition of Better Backers. These increases were partially offset by lower sales volume stemming from decreased customer demand.

The Retail segment revenues decreased 3% to $86.2 million as compared to $88.8 million in the prior year. The decrease was primarily due to inflationary pressures, supply chain issues and overall product sales mix. In addition, prior year's sales were positively impacted by government stimulus payments that consumers received during fiscal year 2021.

Decrease in revenue was partially offset by the addition of seven new vintage stock store openings in 2022. Steel Manufacturing segment revenues increased by approximately $11.3 million or 23% as compared to the prior year due to increased sales pricing as well as the acquisition of Kinetic in June 2022.

Finally, approximately $4.7 million of the increase in corporate and other segment revenue was due to SW Financial becoming a consolidating variable interest entity in June of 2021. Gross profit for the full year 2022 was $97.8 million, down from $99.5 million in the prior year.

The gross margin percentage for the company decreased to 34.1% from 36.4% in the prior year. The decrease is primarily due to the tightened margins in our Flooring Manufacturing segment. The Flooring Manufacturing segment gross profit margin decreased to 24.4% as compared to 29.1% in the prior year.

The decrease is primarily due to increases in raw material costs. Retail segment's gross profit margin decreased 52.9% as compared to 54.1% in the prior year. The decrease is primarily due to sales mix of new and pre-owned products. The Steel Manufacturing segment's gross profit margin increased to 27.8% as compared to 24.2% in the prior year period.

The increase in gross profit margin is primarily due to sales price increases throughout 2022. Full year 2022 general and administrative expenses increased by approximately $2.3 million or 4.4% as compared to the prior year.

The increase is primarily due to the acquisition of Kinetic in June of 2022, increases in employee compensation and related costs as a result of our Retail segment opening new locations and the consolidation of SW Financial in June 2021, partially offset by reductions in legal and other professional fees.

General and administrative expenses as a percentage of revenues remained steady at approximately 19% as compared to the prior year.

Selling and marketing expenses increased approximately $1 million for the full year 2022 as compared to the prior year, primarily due to increased convention and tradeshow activity, which was largely cancelled in fiscal year 2021 due to COVID. Sales and marketing expenses as a percentage of revenue were 4.3% as compared to 4.2% in the prior year.

Full year 2022 operating income of $25.9 million decreased 27.6% as compared with the prior year. The decrease in operating income is attributable to the fourth quarter goodwill and other intangible assets impairment charge and lower profit margins.

Net income for fiscal year 2022 was $24.7 million, a decrease of $6.5 million or 20.7% as compared with the prior year. The decrease is primarily attributable to lower operating income and one-time gains net of charges, partially offset by decreases in interest expense and income tax expense.

Diluted EPS for the current year was $7.84, a decrease of 20% as compared to the prior year. Fiscal year 2022 net income of $24.7 million includes an $11.4 million gain related to the ApplianceSmart bankruptcy settlement, partially offset by the $4.9 million impairment charge and one-time acquisition related charges of approximately $1.5 million.

Fiscal year 2021 net income of $31.2 million includes $7.9 million and gains related to the extinguishment of PPP loans, and the settlement of certain ApplianceSmart liabilities in connection with the bankruptcy. Adjusted EBITDA for fiscal 2022 decreased 13.8% to $38.4 million as compared to $44.5 million in the prior year.

The decrease in EBITDA is primarily due to the decrease in profit margins. A reconciliation of adjusted EBITDA has been provided in our earnings release that we filed earlier today. Turning to liquidity.

We ended the fourth quarter with cash of $4.6 million and cash availability under our various lines of credit of $26.4 million for a combined liquidity of $31 million. I would like to highlight our low level of leverage. As of fiscal year end, our net debt to adjusted EBITDA ratio was 2.1x.

We maintained a low level leverage, while purchasing two new businesses this year, repurchasing shares and making significant capital investments at Marquis.

Net cash provided by operations was approximately $14.6 million for the year ended September 30, 2022 as compared to net cash provided by operations of approximately $29.2 million for the year ended September 30, 2021.

We had net working capital of approximately $78.4 million as of September 30, 2022, as compared to approximately $33.8 million as of September 30, 2021.

The increase is primarily due to the net assets received from the acquisitions of Kinetic and Better Backers, increases in accounts receivable and inventories, partially offset by a decrease in debtor in possession liabilities. Total assets increased $66.9 million or 31.6% to $278.6 million as compared to $211.7 million as of September 30, 2021.

Total stockholders' equity increased $22.1 million to $97.2 million.

Cash flows provided by financing activities increased to approximately $25.4 million during the year ended September 30, 2022 primarily due to proceeds from borrowings under the revolver loans and issuance of notes payable, which is primarily associated with the acquisition of Kinetic.

As part of our capital allocation strategy, we may make share repurchases from time to time. We believe our stock repurchases represent long-term value for our stockholders. As previously disclosed, the company announced a 10 million common stock repurchase plan in 2018.

During fiscal year 2022, we repurchased 86,451 shares of common stock at an average price of approximately $31.18 per share. The company has repurchased 504,921 shares of its common stock for approximately 6 million under the plan to date. As of September 30, the company had approximately $4 million available for repurchases under this program.

In conclusion, while the current business environment remains challenging, we remain optimistic about our ability to navigate the environment and drive long-term returns for our stockholders. We will now take questions from those of you on the conference call. Operator, please open the line for questions..

[Operator Instructions] And we'll take our first question from Theodore O'Neill with Litchfield Hills Research. Please go ahead..

Thank you very much. Couple of questions by segment here. In the Retail segment, you -- in your prepared remarks here you talked about sales mix being an issue.

And you mentioned new versus pre-owned products, which has the better margins?.

Used will typically have better margins. And on the new product, on average, has higher prices..

Okay. In the Flooring segment, you talk here about inflationary issues.

And it's saying -- it's almost the end halfway through December now, are you seeing any plateauing or of those inflationary pressures? Or is that continuing into the current quarter?.

Yes, we are seeing some softening and some of the inflationary pressures that we've been having. So we're just continuing to maneuver through the economic environment as things progress, but we are seeing some softening. We're optimistic about it..

Okay.

Can you give us any more details on the $4.9 million impairment charge in the SW Financial?.

Yes. So our annual goodwill impairment test is as of July 1 of every year, and over the course of going through that analysis, we're looking at SW Financial and they are a broker dealer. So they're in the business, they get commissions from trading stock.

And given the market conditions, the trading has really dropped significantly, which has impacted their revenues compared to where they were about a year-ago when we entered into that transaction with them. So largely driven by the current economic environment..

Okay. And my last question, and you may have covered this in the previous conference call, but raw material inventory is up significantly from a year ago. And it looks like it's the same, it's been the same level last quarter, too.

And you may have expected, but can you give us some -- give me some information on that?.

Yes. So earlier in the year, I mean, as you know, there were supply chain issues that we were dealing with. And in order to combat some of that, and to make sure that we had product ready to sell, we did get a little bit more aggressive on getting more raw material inventory in given the lag times.

And then also you got the inflation aspect on the inventory as well, the higher prices. So I think the combination of those two is really what contributed to the increase in inventory. It's something that we are focused on, especially as we kind of maneuver through this year.

Does that answer your question?.

Yes, it does. Thank you very much..

[Operator Instructions] We will move next to Joseph Kowalsky with Upstream Investment Partners. Please go ahead..

Hello, gentlemen. Thank you for taking the call and thanks for the interesting information..

Thank you..

Hi, Joseph..

And -- hi. And thanks to the prior caller for asking a number of my questions, so that I'll be a little bit [multiple speakers]. It looks like and looking at the different segments that they all had earnings with the exception of corporate and other if I'm reading this correctly for the quarter anyway.

And that it seems that that's largely SW Financial that took the hit there.

Am I right that the other segments were all in the black for the quarter?.

Yes, for operating income, but on the black for depreciation, they're all -- I mean, sorry, for income -- yes, everything is in the black except for corporate and other. You got to remember, the corporate does have in addition to SW Financial, which has all the corporate costs..

Gotcha, right. Yes.

So is SW Financial also an RIA, or it's just a broker?.

It's a broker dealer..

I mean, my broker dealer, for example, has both -- does both. It's got one side as the RIA side and one side is the broker dealer side. So I didn't know how SW Financial works if you're familiar with the terminology..

Yes, this is Eric Althofer speaking. They have both designations, but their primary operations are under the broker dealer..

Okay. Are they -- I would hope that they would be expanding the RIA, that tends to be, I believe, the more profitable these days, and hopefully they'll move more into that area. That would be exciting.

Do you know if they have any thoughts on that?.

It's certainly something which has been discussed. But again, we don't make our forward-looking statements. So it's certainly something that's been considered among other potential growth opportunities..

All right, great. As far as Vintage Stock, do you -- you've opened, I think you said seven new stores. Do you see a lot more foot traffic now obviously than during COVID. But does it seem like it's going to continue to be the case as opposed to there was time where people thought everything was going to be done online.

And there's going to be no brick and mortar at all.

How does that look over the next 5 years, let's say or without making a specific projection just in general about foot traffic, what are you seeing in that regard?.

Yes, and maybe just kind of step back, even just with Vintage, in particular, I mean, its business model, really, I mean, location, location, location, and they were in the areas maybe where you don't have the fiber optics, there's less streaming and things like that. So they're still getting -- they get traffic.

And actually, I think when COVID came about and what we were at home and things like that, they saw a big bump. I think they had a record year, last year. So this is continuing..

This is Jon. At Vintage, we have a very, very unique experience when you walk through one of the stores. Where are you located, Joseph, by the way? I don't think I've ever asked you this..

Yes, I'm just outside of Detroit..

Detroit, okay. I encourage you to visit one of our stores, if you're ever visiting the Midwest, we have them in 10 or 12 different states.

But we offer a very, very unique product selection and especially with other large retailers that used to offer the same product going the way, it's even more -- we're seeing more very good feedback from customers to walk in. As far as predicting what foot traffic will be 5 years from now, it's hard to predict. But we're very optimistic.

We love the asset. Vintage has always outperformed. David commented on the margin, on the used product we're seeing. We have a very nice inventory build there. So we're very optimistic on Vintage, and I encourage you to visit one of our stores.

I think you may find things that you didn't think you would be looking at or buying when you walk through the stores, that nostalgia feel and you can buy vinyl records and games and movies that you haven't seen in many years, and people just love the experience..

Yes, I know, vinyl has been becoming more and more prevalent. So that's -- that alone is I think something that's going to be around for quite a while to come. And so that's exciting. I would love to go to one of the stores if I find my way out that way. Two other questions, though. You said sales and marketing going to shows and things like that.

Is that for a particular division, or …?.

Yes, that was primarily in our Flooring Manufacturing segment..

Got you. And then with regard to inflation, I appreciate the response that you gave with inflation. But the second side of that coin is, what about the pricing on the goods that you sell in addition to inflation, maybe moderating or something.

Are you able to catch up with the inflation in terms of the sales costs, the product costs that you're selling, products -- the products that you're selling rather than the cost of the goods that you're buying?.

Yes, I think we've done a really good job in keeping up with that. If you look at Precision, you'll see an increase there. If you look at Vintage, it's very nominal, mostly just due to kind of the mix on the product, but over 50%. And so really, we're seeing that the pinching on the margins is coming from Marquis in the Carpet Manufacturing segment.

We're working with them to try to get ahead, but they've been a step or two behind and trying to get those price increases, one through to keep up with it, the inflationary rate increases on their inventory..

Got you.

And then last question I have is, with regard to the company as a whole, do you have an idea or a thought about the areas that you like to look to when you're looking for new companies? Or can it be pretty much anything?.

Yes. And this is Eric Althofer again, since I oversee the M&A effort, I'll take that question. We are very opportunistic. And I think the two advantages we have are both patience and that we don't have a mandate to look at any specific industry or segment.

So the direct answer to your question is we can look at any specific business, we are not constrained. We do tend to look for closely held family held businesses with a strong culture and management team, and history of profitability. Historically, we've looked more in the manufacturing and heavy asset intensive businesses.

But we can certainly look at any different segments. And we don't have a mandate to deploy capital at a given rate like a private equity firm.

So we can be patient and employ all of the different levers to return stockholder value, whether it's investing in our subsidiaries, buying new companies, if the valuations make sense, or repurchasing shares and managing our balance sheet..

So you're basically not going to buy Berkshire Hathaway, but everything else is on the table..

As long as it makes money, as long as we like the management team, as long as there's predictable cash flows. And I think we've done a good job at finding those companies and negotiating them and making. There are many times where we bid on companies and we've been outbid by others, but the seller ends up selecting us as a buyer.

And that's because of our philosophy and that is because we are not private equity and that's because we don't come in and destroy companies or chop them up and flip them. I'm very proud to say that we haven't sold a company that we've acquired.

So, the legacy remains when with the company, the founders is happy to see his employees that have been there for 20, 30 years remain there. And as I stated in the press release, we buy-build-hold and that's really what we adhere to. So that resonates very, very well with many sellers.

And we're happy to look at any opportunities that come across our way..

I'm impressed. And I appreciate that philosophy. And my clients and I tend also to be very patient, and long-term I don't take a client who wants to look at less than 5 years. And usually we're thinking between 5 and 20 years is really what we're looking for, to see some good results. So I appreciate very much that philosophy. Thank you so much.

Thanks for your time. Thanks for answering questions..

Thank you..

Thank you..

[Operator Instructions] And it does appear there are no further questions at this time..

Thank you everyone for joining the call and we look forward to having future calls. Thank you..

This does conclude today's program. Thank you for your participation. You may disconnect at any time. Have a wonderful evening..