Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Live Ventures Inc | |
Entity Central Index Key | 0001045742 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Incorporation, State or Country Code | NV | |
File Number | 001-33937 | |
Entity Common Stock, Shares Outstanding | 3,165,890 | |
Entity Interactive Data Current | Yes | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Trading Symbol | LIVE | |
Security12b Title | Common Stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 85-0206668 | |
Entity Address, Address Line One | 325 E. Warm Springs Road | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89119 | |
City Area Code | 702 | |
Local Phone Number | 997-5968 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Assets | ||
Cash | $ 4,168 | $ 4,600 |
Trade receivables, net of allowance for doubtful accounts of $482 at March 31, 2023 and $132 at September 30, 2022 | 29,703 | 25,665 |
Inventories, net of reserves of $2.6 million at March 31, 2023 and $2.4 million at September 30, 2022 | 115,050 | 97,659 |
Income taxes receivable | 4,237 | 4,403 |
Prepaid expenses and other current assets | 2,748 | 2,477 |
Total current assets | 155,906 | 134,804 |
Property and equipment, net of accumulated depreciation of $31.7 million at March 31, 2023, and $26.7 million at September 30, 2022 | 67,098 | 64,590 |
Right of use asset - operating leases | 45,504 | 33,659 |
Right of use asset - finance leases | 387 | 0 |
Deposits and other assets | 1,741 | 647 |
Intangible assets, net of accumulated amortization of $3.4 million at March 31, 2023 and $2.1 million at September 30, 2022 | 25,249 | 3,844 |
Goodwill | 69,506 | 41,093 |
Total assets | 365,391 | 278,637 |
Liabilities: | ||
Accounts payable | 12,420 | 10,899 |
Accrued liabilities | 21,465 | 16,486 |
Current portion of lease obligations - operating leases | 10,688 | 7,851 |
Current portion of lease obligations - finance leases | 341 | 217 |
Current portion of long-term debt | 30,288 | 18,935 |
Current portion of notes payable related parties | 0 | 2,000 |
Total current liabilities | 75,202 | 56,388 |
Long-term debt, net of current portion | 67,530 | 59,704 |
Lease obligation - operating leases | 39,611 | 30,382 |
Lease obligation long term - finance leases | 19,930 | 19,568 |
Notes payable related parties, net of current portion | 45,675 | 5,000 |
Deferred taxes | 12,986 | 8,818 |
Other non-current obligations | 1,222 | 1,615 |
Total liabilities | 262,156 | 181,475 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 10,000,000 shares authorized, 3,165,890 and 3,074,833 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively | 2 | 2 |
Paid in capital | 68,630 | 65,321 |
Treasury stock common 646,355 and 620,971 shares as of March 31, 2023 and September 30, 2022, respectively | (7,853) | (7,215) |
Retained earnings | 42,911 | 39,509 |
Equity attributable to Live stockholders | 103,683 | 97,610 |
Non-controlling interest | (448) | (448) |
Total stockholders' equity | 103,235 | 97,162 |
Total liabilities and stockholders' equity/deficit | 365,391 | 278,637 |
Series E Convertible Preferred Stock | ||
Stockholders' equity: | ||
Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively, with a liquidation preference of $0.30 per share outstanding | 0 | 0 |
Treasury stock Series E preferred 50,000 shares as of March 31, 2023 and of September 30, 2022, respectively | $ (7) | $ (7) |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Stockholders' equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,165,890 | 3,074,833 |
Common stock, shares outstanding | 3,165,890 | 3,074,833 |
Treasury stock, shares | 646,355 | 620,971 |
Intangible assets, net of accumulated amortization | $ 3,392 | $ 2,149 |
Property and equipment, net of accumulated depreciation | 31,700 | 26,700 |
Inventories, net of reserves | 2,600 | 2,400 |
Trade receivables, net of allowance for doubtful account | $ 482,000 | $ 132,000 |
Series E Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000 | 200,000 |
Preferred stock, issued | 47,840 | 47,840 |
Preferred stock, outstanding | 47,840 | 47,840 |
Preferred stock, liquidation preference per share | $ 0.30 | $ 0.30 |
Treasury stock, shares | 80,000 | 80,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | $ 91,122 | $ 69,706 | $ 160,108 | $ 144,864 |
Cost of revenues | 59,514 | 44,753 | 106,556 | 92,295 |
Gross profit | 31,608 | 24,953 | 53,552 | 52,569 |
Operating expenses: | ||||
General and administrative expenses | 22,617 | 13,154 | 37,217 | 27,311 |
Sales and marketing expenses | 4,039 | 3,350 | 6,816 | 6,402 |
Total operating expenses | 26,656 | 16,504 | 44,033 | 33,713 |
Operating income | 4,952 | 8,449 | 9,519 | 18,856 |
Other (expense) income: | ||||
Interest expense, net | (3,235) | (858) | (5,282) | (1,875) |
Loss on debt extinguishment | 0 | (363) | 0 | (363) |
Loss on disposal of fixed assets | 7 | (1) | 7 | (1) |
Gain on bankruptcy settlement | 0 | 11,362 | 0 | 11,352 |
Other income | 384 | 292 | 323 | 418 |
Total other expense, net | (2,844) | 10,432 | (4,952) | 9,531 |
Income before provision for income taxes | 2,108 | 18,881 | 4,567 | 28,387 |
Provision for income taxes | 550 | 3,523 | 1,165 | 6,483 |
Net income | 1,558 | 15,358 | 3,402 | 21,904 |
Net income attributable to Live stockholders | $ 1,558 | $ 15,358 | $ 3,402 | $ 21,904 |
Income per share: | ||||
Basic | $ 0.50 | $ 4.90 | $ 1.10 | $ 6.96 |
Diluted | $ 0.49 | $ 4.84 | $ 1.08 | $ 6.87 |
Weighted average common shares outstanding: | ||||
Basic | 3,143,911 | 3,134,540 | 3,101,007 | 3,148,059 |
Diluted | 3,184,982 | 3,172,881 | 3,137,625 | 3,187,123 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING ACTIVITIES: | ||
Net income | $ 3,402,000 | $ 21,904,000 |
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition: | ||
Depreciation and amortization | 6,297,000 | 3,045,000 |
(Gain)/loss on disposal of property and equipment | (7,000) | 1,000 |
Gain on bankruptcy settlement | 0 | (11,501,000) |
Amortization of debt issuance cost | 105,000 | (112,000) |
Stock based compensation expense | 109,000 | 37,000 |
Amortization of right-of-use assets | 1,397,000 | 55,000 |
Change in reserve for uncollectible accounts | 350,000 | 27,000 |
Change in reserve for obsolete inventory | 169,000 | 146,000 |
Change in deferred income taxes | 4,168,000 | 2,257,000 |
Changes in assets and liabilities: | ||
Trade receivables | 436,000 | (698,000) |
Inventories | 2,384,000 | (8,658,000) |
Income taxes payable/receivable | 166,000 | (148,000) |
Prepaid expenses and other current assets | 3,453,000 | (422,000) |
Deposits and other assets | (1,095,000) | (116,000) |
Accounts payable | (3,668,000) | 3,911,000 |
Accrued liabilities | (3,547,000) | (4,500,000) |
Other Liabilities | 59,000 | 23,000 |
Net cash provided by operating activities | 14,178,000 | 5,251,000 |
INVESTING ACTIVITIES: | ||
Acquisition of Flooring Liquidators, net of cash acquired | (33,929,000) | 0 |
Purchase of property and equipment | (2,900,000) | (7,503,000) |
Net cash used in investing activities | (36,829,000) | (7,503,000) |
FINANCING ACTIVITIES: | ||
Net borrowings (payments) under revolver loans | 12,312,000 | 4,887,000 |
Proceeds from issuance of notes payable | 8,449,000 | 9,000,000 |
Payments on notes payable | (3,679,000) | (8,020,000) |
Proceeds from issuing related party notes payable | 7,000,000 | 0 |
Payments for debt acquisition costs | (96,000) | 0 |
Purchase of common treasury stock | (639,000) | (2,084,000) |
Payments on financing leases | (1,077,000) | (80,000) |
Payments on seller financing arrangements | (51,000) | 0 |
Debtor-in-possession cash | 0 | 75,000 |
Net cash used in financing activities | 22,219,000 | 3,778,000 |
Increase in cash | (432,000) | 1,526,000 |
Cash, beginning of period | 4,600,000 | 4,664,000 |
Cash, end of period | 4,168,000 | 6,190,000 |
Supplemental cash flow disclosures: | ||
Interest paid | 4,602,000 | 1,823,000 |
Income taxes paid | 43,000 | 4,458,000 |
Noncash financing and investing activities: | ||
Noncash items related to Flooring Liquidators acquisition | $ 36,900,000 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Series B Preferred Stock | Series E Preferred Stock | Common Stock | Paid-In Capital | Series E Preferred Stock Treasury Stock | Common Stock Treasury Stock | Retained Earnings (Deficit) | Non-controlling Interest |
Beginning balance, value at Sep. 30, 2021 | $ 75,080 | $ 2 | $ 65,284 | $ (7) | $ (4,519) | $ 14,768 | $ (448) | ||
Beginning balance, shares at Sep. 30, 2021 | 315,790 | 47,840 | 1,582,334 | ||||||
Stock based compensation | 18 | 18 | |||||||
Net income | 6,546 | 6,546 | 0 | ||||||
Ending balance, value at Dec. 31, 2021 | 81,644 | $ 2 | 65,302 | (7) | (4,519) | (21,314) | (448) | ||
Ending balance, shares at Dec. 31, 2021 | 315,790 | 47,840 | 1,582,334 | ||||||
Beginning balance, value at Sep. 30, 2021 | 75,080 | $ 2 | 65,284 | (7) | (4,519) | 14,768 | (448) | ||
Beginning balance, shares at Sep. 30, 2021 | 315,790 | 47,840 | 1,582,334 | ||||||
Net income | 21,904 | ||||||||
Ending balance, value at Mar. 31, 2022 | 94,937 | $ 2 | 65,321 | 7 | (6,603) | 36,672 | (448) | ||
Ending balance, shares at Mar. 31, 2022 | 315,790 | 47,840 | 3,095,616 | ||||||
Beginning balance, value at Dec. 31, 2021 | 81,644 | $ 2 | 65,302 | (7) | (4,519) | (21,314) | (448) | ||
Beginning balance, shares at Dec. 31, 2021 | 315,790 | 47,840 | 1,582,334 | ||||||
Stock based compensation | 19 | 19 | |||||||
Purchase of common treasury stock | (2,084) | $ (2,084) | |||||||
Purchase of common treasury stock, shares | (65,668) | ||||||||
Conversion of preferred stock, shares | 1,578,950 | ||||||||
Net income | 15,358 | 15,358 | |||||||
Ending balance, value at Mar. 31, 2022 | 94,937 | $ 2 | 65,321 | 7 | (6,603) | 36,672 | (448) | ||
Ending balance, shares at Mar. 31, 2022 | 315,790 | 47,840 | 3,095,616 | ||||||
Beginning balance, value at Sep. 30, 2022 | 97,162 | $ 2 | 65,321 | (7) | (7,215) | 39,509 | (448) | ||
Beginning balance, shares at Sep. 30, 2022 | 0 | 47,840 | 3,074,833 | ||||||
Purchase of common treasury stock | (621) | $ (621) | |||||||
Purchase of common treasury stock, shares | (24,710) | ||||||||
Net income | 1,844 | 1,844 | |||||||
Ending balance, value at Dec. 31, 2022 | 98,385 | $ 2 | 65,321 | (7) | (7,836) | 41,353 | (448) | ||
Ending balance, shares at Dec. 31, 2022 | 0 | 47,840 | 3,050,123 | ||||||
Beginning balance, value at Sep. 30, 2022 | 97,162 | $ 2 | 65,321 | (7) | (7,215) | 39,509 | (448) | ||
Beginning balance, shares at Sep. 30, 2022 | 0 | 47,840 | 3,074,833 | ||||||
Net income | 3,402 | ||||||||
Ending balance, value at Mar. 31, 2023 | 103,235 | $ 2 | 68,630 | 7 | (7,853) | 42,911 | (448) | ||
Ending balance, shares at Mar. 31, 2023 | 47,840 | 3,165,890 | |||||||
Beginning balance, value at Dec. 31, 2022 | 98,385 | $ 2 | 65,321 | (7) | (7,836) | 41,353 | (448) | ||
Beginning balance, shares at Dec. 31, 2022 | 0 | 47,840 | 3,050,123 | ||||||
Stock based compensation | 109 | 109 | |||||||
Purchase of common treasury stock | $ (17) | $ (17) | |||||||
Purchase of common treasury stock, shares | (674) | ||||||||
Common stock issued | 116,441 | ||||||||
Common shares value | $ 3,200 | 3,200 | |||||||
Net income | 1,558 | 1,558 | |||||||
Ending balance, value at Mar. 31, 2023 | $ 103,235 | $ 2 | $ 68,630 | $ 7 | $ (7,853) | $ 42,911 | $ (448) | ||
Ending balance, shares at Mar. 31, 2023 | 47,840 | 3,165,890 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, “Live Ventures” or the “Company”). Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. The Company has five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail-Entertainment segment includes Vintage Stock, Inc. (“Vintage Stock”), which is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems and components. The Retail-Flooring segment includes Flooring Liquidators, Inc. (“Flooring Liquidators”), which is engaged in the retail sale and installation of floors, carpets, and countertops. The Flooring Manufacturing segment includes Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floor coverings. The Steel Manufacturing Segment includes Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods, and The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for three and six months ended March 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2023. The financial information included in these statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto as of September 30, 2022 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2022 (the “2022 10-K”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed financial statements include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control, and a variable interest entity (“VIE”). The Company records a non-controlling interest within stockholders’ equity for the portion of the entity’s equity attributed to the consolidated entities that are not wholly owned. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results. Reclassifications Certain amounts in the prior period have been reclassified to conform to the current period presentation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying condensed consolidated financial statements include the estimated reserve for doubtful accounts, the estimated reserve for excess and obsolete inventory, fair values of goodwill, other intangibles and long-lived assets in connection with an acquisition, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets and property and equipment. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. Effective December 31, 2021, the Secured Overnight Financing Rate (“SOFR”) replaced the USD London Interbank-Offered Rate (“LIBOR”) for most financial benchmarking. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company has adopted this new accounting standard on its condensed consolidated financial statements and related disclosures; however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements. |
Acquisitions
Acquisitions | 6 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3: Acquisitions Acquisition of Flooring Liquidators On January 18, 2023, Live Ventures acquired 100 % of the issued and outstanding equity interests of Flooring Liquidators, Inc., Elite Builder Services, Inc., 7 Day Stone, Inc., Floorable, LLC, K2L Leasing, LLC, and SJ & K Equipment, Inc. (collectively, the “Acquired Companies”). The Acquired Companies are leading retailers and installers of floors, carpets, and countertops to consumers, builders and contractors in California and Nevada. The acquisition was pursuant to a Securities Purchase Agreement with an effective date of January 18, 2023 by and among the Company, Buyer, Stephen J. Kellogg, as the seller representative of the equity holders of the Acquired Companies and individually in his capacity as an equity holder of the Acquired Companies, and the other equity holders of the Acquired Companies. The purchase price for the Equity Interests was $ 83.8 million before any fair value considerations, and is comprised of the following: • $ 41.8 million in cash to the Seller; • $ 34.0 million (the “Note Amount”) to certain trusts for the benefit of Kellogg and members of his family (the “Kellogg Trusts”) pursuant to the issuance by Buyer of a subordinated promissory note (the “Note”) in favor of the Kellogg Trusts; • $ 4.0 million to the Kellogg 2022 Family Irrevocable Nevada Trust by issuance of 116,441 shares of Parent Common Stock (as defined in the Purchase Agreement) (the “Share Amount”), calculated in the manner described in the Purchase Agreement; • $ 2.0 million holdback; and • $ 2.0 million of contingent consideration, comprised of $ 1.0 million in cash and $ 1.0 million in restricted stock units. The fair value the purchase price components outlined above was $ 78.7 million due to fair value adjustments for the seller note, restricted stock, and contingent consideration. Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $ 28.7 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 18, 2023, as calculated by an independent third-party firm. The Company anticipates approximately $ 13.4 million of the goodwill arising from the acquisition to be fully deductible for tax purposes. The table below outlines the purchase price allocation of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Total purchase price $ 78,700 Less fair value of the holdback option — Net purchase price $ 78,700 Accounts payable 5,189 Accrued liabilities 9,182 Debt 60 Total liabilities assumed 14,431 Total consideration 93,131 Cash 7,871 Accounts receivable 4,824 Inventory 19,944 Property, plant and equipment 4,678 Intangible assets Trade names $ 13,275 Customer relationships 7,700 Non-compete agreements 1,625 Other 49 Subtotal intangible assets 22,649 Other 4,440 Total assets acquired 64,406 Total goodwill $ 28,725 Pro Forma Information The table below presents selected proforma information for the Company for the three- and six-month periods ended March 31, 2023, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods. As Reported Adjustments Proforma Live Unaudited Three Months Ended March 31, 2023 Flooring Liquidators Unaudited Three Months Ended March 31, 2023 Adjustments (1) LIVE for the Three Months Ended March 31, 2023 Net revenue $ 91,122 $ 4,222 $ 95,344 Net income $ 1,558 $ ( 2,188 ) $ ( 300 ) $ ( 930 ) Earnings per basic $ 0.50 $ ( 0.30 ) Earnings per basic $ 0.49 $ ( 0.29 ) As Reported Adjustments Proforma Live Unaudited Three Months Ended March 31, 2022 Flooring Liquidators Unaudited Three Months Ended March 31, 2022 Adjustments (1) LIVE for the Three Months Ended March 31, 2022 Net revenue $ 69,706 $ 29,205 $ 98,911 Net income $ 15,358 $ 1,886 $ ( 1,946 ) $ 15,298 Earnings per basic $ 4.90 $ 4.88 Earnings per basic $ 4.84 $ 4.82 As Reported Adjustments Proforma Live Unaudited Six Months Ended March 31, 2023 Flooring Liquidators Unaudited Six Months Ended March 31, 2023 Adjustments (1) LIVE for the Six Months Ended March 31, 2023 Net revenue $ 160,108 $ 37,702 $ 197,810 Net income 3,402 $ ( 1,033 ) $ ( 2,226 ) $ 143 Earnings per basic $ 1.10 $ 0.05 Earnings per basic $ 1.08 $ 0.05 As Reported Adjustments Proforma Live Unaudited Six Months Ended March 31, 2022 Flooring Liquidators Unaudited Six Months Ended March 31, 2022 Adjustments (1) LIVE for the Six Months Ended March 31, 2022 Net revenue $ 144,864 $ 59,850 $ 204,714 Net income $ 21,904 $ 5,221 $ ( 3,818 ) $ 23,307 Earnings per basic $ 6.96 $ 7.40 Earnings per basic $ 6.87 $ 7.31 (1) Adjustments are related to adjustments made for the following: • Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date. • Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company. • Elimination of revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition. Acquisition of Kinetic On June 28, 2022, Precision Marshall (“Precision”) acquired 100 % of the issued and outstanding shares of common stock of The Kinetic Co., Inc. (“Kinetic”), a Wisconsin corporation, which was accomplished through a Purchase Agreement (the “Purchase Agreement”). In connection with the Purchase Agreement, Precision also entered into a Real Estate Purchase Agreement with Plant B-6, LLC, an affiliate of Kinetic, pursuant to which Precision received all of Kinetic's right, title, and interest in and to the land and improvements (collectively, the “Real Estate”) that Kinetic uses in its operations. The combined purchase price for the Kinetic shares and Real Estate was approximately $ 24.7 million, which was funded with approximately $ 11.0 million in borrowings under the company’s credit facility, approximately $ 8.3 million in proceeds from sale and leaseback of the Real Estate, a subordinated promissory note in the amount of $ 3.0 million to the Seller of Kinetic, $ 1.7 million of cash on-hand, a contingent earn-out liability valued at $ 997,000 , a working capital adjustment of approximately $ 400,000 , which was paid in cash, and a final fair value adjustment of approximately $ 312,000 , which was noncash. As of the date of acquisition, Precision entered into a sale and leaseback agreement with a third-party, independent of the Kinetic sellers, for the Real Estate. The sale price of the Real Estate was approximately $ 8.9 million, subject to closing fees of approximately $ 547,000 . The provisions of the lease agreement include a 20-year lease term with two five-year renewal options. The base rent under the lease agreement is $ 600,000 for the first year of the term and a 2 % per annum escalator. The Lease Agreement is a “net lease,” such that the lessees are also obligated to pay all taxes, insurance, assessments, and other costs, expenses, and obligations of ownership of the Real Property incurred by the lessor. Due to the highly specialized nature of the leased assets, the Company currently believes that it is more likely than not that each of the two five-year options will be exercised. The proceeds, net of closing fees, from the sale-leaseback were used to assist in funding the acquisition of Kinetic. Under the purchase price allocation, the Company recognized goodwill of approximately $ 3.0 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of June 28, 2022, as calculated by an independent third-party firm. Goodwill arising from the acquisition is expected to be fully deductible for tax purposes. The table below outlines the purchase price allocation of the purchase for Kinetic to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2023 (in $000’s): Total purchase price $ 24,732 Accounts payable 571 Accrued liabilities 1,848 Total liabilities assumed 2,419 Total consideration 27,151 Cash 287 Accounts receivable 3,073 Inventory 6,429 Property, plant and equipment 12,855 Intangible assets 1,000 Other assets 480 Total assets acquired 24,124 Total goodwill $ 3,027 Acquisition of Better Backers On July 1, 2022, Live acquired certain assets and intellectual property of Better Backers, a Georgia corporation, which was accomplished through an Asset Purchase Agreement (the “Asset Purchase Agreement”). No liabilities were assumed as part of the acquisition. The purchase price, which is subject to certain post-closing adjustments, was approximately $ 3.2 million, which is comprised of $ 1.8 million that was paid upon closing, and the $ 1.4 million present value of $ 1.5 million of non-compete payments to be made over a 24-month period. In order to expedite the transaction, the acquisition was originally made by Live, and the $ 1.8 million paid upon closing was funded with borrowings under Live’s credit line with Isaac Capital Group (“ICG”). On August 18, 2022, Marquis repaid the $ 1.8 million to ICG and assumed ownership of Better Backers. In connection with the acquisition, Marquis entered into two 20-year building leases with Spyglass Estate Planning, LLC, a related party (see Note 15), with two options to renew for an additional five years each. The fair value of the buildings and improvement is approximately $ 9.3 million. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. Due to the highly specialized nature of the leased assets, the Company currently believes that it is more likely than not that it will not cancel during the initial 24-month term, and that each of the two five-year options will be exercised. The base rent under the lease agreements is approximately $ 73,000 and $ 32,000 per month, respectively, for the first year of the term, and a 2.5 % per annum escalator. The lease agreements are each “net leases”, such that the lessee is also obligated to pay all taxes, insurance, assessments, and other costs, expenses, and obligations of ownership of the property. The Company has evaluated each lease and determined the rent amounts to be at market rates. These leases are being treated as finance leases for accounting purposes, as described in ASC 842 “ Leases”. Under the purchase price allocation, no goodwill was recognized. The values assigned to the assets acquired are based on their estimates of fair value available as of July 1, 2022, as calculated by management. The table below outlines the purchase price allocation of the purchase for Better Backers to the acquired identifiable assets (in $000’s): Total purchase price $ 3,166 Inventory 748 Property, plant and equipment 2,118 Intangible assets 300 Total assets acquired 3,166 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 4: Leases The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. As of March 31, 2023 , the weighted average remaining lease term for operating leases is 8.6 years. The Company's weighted average discount rate for operating leases is 8.1 %. Total cash payments for operating leases for the six months ended March 31, 2023 and 2022 were approximately $ 3.9 million and $ 4.9 million, respectively. Additionally, we obtained right-of-use assets in exchange for operating lease liabilities of approximately $ 15.6 million upon commencement of operating leases during the six months ended March 31, 2023. As of March 31, 2023 , the weighted average remaining lease term for finance leases is 27.1 years. The Company's weighted average discount rate for finance leases is 13.2 %. Total cash payments for finance leases for the six months ended March 31, 2023 and 2022 were approximately $ 1.1 million and $ 0 , respectively. Additionally, we obtained right-of-use assets in exchange for finance lease liabilities of approximately $ 387,000 upon commencement of operating leases during the six months ended March 31, 2023. The following table details our right of use assets and lease liabilities as of March 31, 2023 and September 30, 2022 (in $000's): March 31, 2023 September 30, 2022 Right of use asset - operating leases $ 45,504 $ 33,659 Right of use asset - finance leases 387 — Lease liabilities: Current - operating 10,688 7,851 Current - finance 341 217 Long term - operating 39,611 30,382 Long term - finance 19,930 19,568 Total present value of future lease payments of operating leases as of March 31, 2023 (in $000's): Twelve months ended March 31, 2023 $ 10,688 2024 8,941 2025 7,580 2026 6,167 2027 4,796 Thereafter 15,338 Total 53,510 Less implied interest ( 3,211 ) Present value of payments $ 50,299 Total present value of future lease payments of finance leases as of March 31, 2023 (in $000's): Twelve months ended March 31, 2023 $ 341 2024 850 2025 753 2026 681 2027 617 Thereafter 29,913 Total 33,155 Less implied interest ( 12,884 ) Present value of payments $ 20,271 In connection with the acquisition of Flooring Liquidators (see Note 3), as of March 31, 2023 , the Company has obtained right-of-use assets in exchange for operating lease liabilities of $ 14.7 million, and right-of-use assets in exchange for finance lease liabilities of $ 387,000 . During the six months ended March 31, 2023 and 2022 , the Company recorded no gain or loss settlements, no r did it record impairment charges relating to any of its leases. |
Inventory
Inventory | 6 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5: Inventory The following table details the Company's inventory as of March 31, 2023 and September 30, 2022 (in $000's): Inventory, net March 31, 2023 September 30, 2022 Raw materials $ 32,656 $ 35,829 Work in progress 8,694 7,539 Finished goods 33,802 32,814 Merchandise 43,316 23,900 118,468 100,082 Less: Inventory reserves ( 2,749 ) ( 2,423 ) Total inventory, net $ 115,719 $ 97,659 |
Property, Plant & Equipment
Property, Plant & Equipment | 6 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6: Property and Equipment The following table details the Company's property and equipment as of March 31, 2023 and September 30, 2022 (in $000's): March 31, 2023 September 30, 2022 Property and equipment, net: Land $ 2,064 $ 2,029 Building and improvements 24,408 26,761 Transportation equipment 3,038 622 Machinery and equipment 55,685 53,739 Furnishings and fixtures 6,036 4,407 Office, computer equipment and other 7,564 3,699 98,795 91,257 Less: Accumulated depreciation ( 31,697 ) ( 26,667 ) $ 67,098 $ 64,590 Depreciation expense was $ 2.7 million and $ 1.3 million, respectively, for the three months ended March 31, 2023 and 2022 , and $ 5.1 million and $ 2.5 million for the six months ended March 31, 2023 and 2022 . |
Intangibles
Intangibles | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Note 7: Intangibles The following table details the Company's intangibles as of March 31, 2023 and September 30, 2022 (in $000's): March 31, 2023 September 30, 2022 Intangible assets, net: Intangible assets - Domain names $ 14,082 $ 808 Intangible assets - Customer relationships 12,298 4,598 Intangible assets - Other 2,261 587 28,641 5,993 Less: Accumulated amortization ( 3,392 ) ( 2,149 ) Total intangibles, net $ 25,249 $ 3,844 Amortization expense was $ 992,000 and $ 210,000 , respectively, for the three months ended March 31, 2023 and 2022 , and $ 1.2 million and $ 496,000 for the six months ended March 31, 2023 and 2022. The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s): 2024 $ 4,308 2025 4,207 2026 4,207 2027 4,139 2028 3,835 Thereafter 4,553 $ 25,249 |
Goodwill
Goodwill | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8: Goodwill The following table details the Company's goodwill as of March 31, 2023 (in $000's): Retail Flooring Manufacturing Steel Manufacturing Corporate Total September 30, 2022 36,947 807 3,339 — 41,093 Additions — — — — — Kinetic fair value adjustment — — ( 312 ) — ( 312 ) Flooring Liquidators acquisition 25,394 25,394 Flooring Liquidators tax adjustment 3,331 3,331 Impairment — — — — — March 31, 2023 $ 65,672 $ 807 $ 3,027 $ — $ 69,506 As of March 31, 2023 , the Company did not identify any triggering events that would require impairment testing. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities Abstract | |
Accrued Liabilities | Note 9: Accrued Liabilities The following table details the Company's accrued liabilities as of March 31, 2023 and September 30, 2022, respectively (in $000's): March 31, 2023 September 30, 2022 Accrued liabilities: Accrued payroll and bonuses $ 4,657 $ 4,838 Accrued sales and use taxes 1,862 1,905 Accrued customer deposits 3,996 — Accrued gift card and escheatment liability 1,780 1,696 Accrued interest payable 963 390 Accrued accounts payable and bank overdrafts 1,008 1,731 Accrued professional fees 1,054 1,924 Accrued expenses - other 6,145 4,002 Total accrued liabilities $ 21,465 $ 16,486 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 10: Long-Term Debt Long-term debt as of March 31, 2023 and September 30, 2022 consisted of the following (in $000's): March 31, 2023 September 30, 2022 Revolver loans $ 55,419 $ 43,107 Equipment loans 17,525 13,716 Term loans 9,288 7,941 Other notes payable 16,176 14,501 Total notes payable 98,408 79,265 Less: unamortized debt issuance costs ( 590 ) ( 626 ) Net amount 97,818 78,639 Less: current portion ( 30,288 ) ( 18,935 ) Total long-term debt $ 67,530 $ 59,704 Future maturities of long-term debt at March 31, 2023, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending March 31, 2024 $ 30,288 2025 5,723 2026 15,290 2027 5,299 2028 30,281 Thereafter 10,937 Total future maturities of long-term debt $ 97,818 Eclipse Business Capital Loans In connection with the acquisition of Flooring Liquidators (see Note 3), on January 18, 2023, Flooring Liquidators entered into a credit facility with Eclipse Business Capital, LLC (“Eclipse”). The facility consists of $ 25.0 million in revolving credit (“Eclipse Revolver”) and $ 3.5 million in M&E lending (“Eclipse M&E”). The Eclipse Revolver is a three-year, asset-based facility that is secured by substantially all of Flooring Liquidators’ assets. Availability under the Eclipse Revolver is subject to a monthly borrowing base calculation. Flooring Liquidators’ ability to borrow under the Eclipse Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Eclipse. The Eclipse Revolver bears interest at 4.5 % per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 3.5% per annum in excess of Adjusted Term SOFR after April 1, 2023. The Eclipse M&E loan bears interest at 6.0 % per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 5.0% per annum in excess of Adjusted Term SOFR after April 1, 2023. The credit facility matures in January 2026 . As of March 31, 2023, the outstanding balance on the Eclipse Revolver was approximately $ 9.7 million, and the outstanding balance on the Eclipse M&E loan was approximately $ 2.8 million. Bank of America Revolver Loan On January 31, 2020 , Marquis entered into an amended $ 25.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”). The BofA Revolver is a five-year, asset-based facility that is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation. Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. The BofA Revolver has a variable interest rate and matures in January 2025. As of March 31, 2023 and September 30, 2022 , the outstanding balance was approximately $ 10.7 million and $ 10.1 million, respectively. Loan with Fifth Third Bank On January 20, 2022, Precision Marshall refinanced its Encina Business Credit loans with Fifth Third Bank, and the balance outstanding was repaid. The refinanced credit facility, totaling $ 29 million, is comprised of $ 23.0 million in revolving credit, $ 3.5 million in M&E lending, and $ 2.5 million for capital Capex lending. Advances under the new credit facility will bear interest at the 30-day SOFR plus 200 basis points for lending under the revolving facility, and 30-day SOFR plus 225 basis points for M&E and Capex lending (Effective December 31, 2021, SOFR replaced the USD LIBOR for most financial benchmarking). The refinancing of the Borrower’s existing credit facility reduces interest costs and improves the availability and liquidity of funds by approximately $ 3.0 million at the close. The facility terminates on January 20, 2027 , unless terminated earlier in accordance with its terms. In connection with the acquisition of Kinetic, the existing revolving facility was amended to add Kinetic as a borrower. In addition, two additional term loans were executed to fund the purchase of Kinetic. Approximately $ 6.0 million was drawn from the revolving facility, and the term loans were opened in the amounts of $4.0 million and $ 1.0 million, respectively. The $ 4.0 million term loan, which matures on January 20, 2027 , carries the same terms for M&E term lending as stated above. The $ 1.0 million term loan, which matures on June 28, 2025 , is a “Special Advance Term Loan”, and bears interest at SOFR plus 375 basis points. As of March 31, 2023 and September 30, 2022 , the outstanding balance on the revolving loan was approximately $ 27.1 million and $ 23.6 million, respectively, and the outstanding balance on the original term note was approximately $ 2.9 million and $ 3.2 million, respectively. The revolving loan has a variable interest rate and matures in January 2027. As of March 31, 2023 and September 30, 2022 , the outstanding balances on the two term loans to fund the Kinetic acquisition were approximately $ 3.6 million and $ 4.8 million, respectively . As of March 31, 2023, the “Special Advance Term Loan” was fully repaid. Texas Capital Bank Revolver Loan On November 3, 2016, Vintage Stock entered into an amended $ 12.0 million credit agreement with Texas Capital Bank (“TCB Revolver”). The TCB Revolver is a five-year , asset-based facility that is secured by substantially all of Vintage Stock’s assets. Availability under the TCB Revolver is subject to a monthly borrowing base calculation. The TCB Revolver has a variable interest rate and matures in November 2023. The effective rate, as of March 31, 2023 , was 6.79 %. As of March 31, 2023 and September 30, 2022 , the balance outstanding was approximately $ 7.5 million and $ 9.4 million, respectively. Equipment Loans On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of March 31, 2023: Note #3 is for approximately $ 3.7 million, secured by equipment. The Equipment Loan #3 is due December 2023 , payable in 84 monthly payments of $ 52,000 beginning January 2017 , bearing interest rate at 4.8 % per annum. As of March 31, 2023 and September 30, 2022 , the balance was approximately $ 456,000 and $ 751,000 , respectively. Note #4 is for approximately $ 1.1 million, secured by equipment. The Equipment Loan #4 is due December 2023 , payable in 81 monthly payments of $ 16,000 beginning April 2017 , bearing interest at 4.9 % per annum. As of March 31, 2023 and September 30, 2022 , the balance was approximately $ 140,000 and $ 231,000 , respectively. Note #5 is for approximately $ 4.0 million, secured by equipment. The Equipment Loan #5 is due December 2024 , payable in 84 monthly payments of $ 55,000 beginning January 2018 , bearing interest at 4.7 % per annum. As of March 31, 2023 and September 30, 2022 , the balance was approximately $ 1.1 million and $ 1.4 million, respectively. Note #6 is for $ 913,000 , secured by equipment. The Equipment Loan #6 is due July 2024 , payable in 60 monthly payments of $ 14,000 beginning August 2019 , with a final payment of $ 197,000 , bearing interest at 4.7 % per annum. As of March 31, 2023 and September 30, 2022 , the balance was approximately $ 395,000 and $ 471,000 , respectively. Note #7 is for $ 5.0 million, secured by equipment. The equipment loan #7 is due February 2027 , payable in 84 monthly payments of $ 59,000 beginning March 2020 , with the final payment of $ 809,000 , bearing interest at 3.2 % per annum. As of March 31, 2023 and September 30, 2022 , the balance was approximately $ 3.2 million and $ 3.5 million, respectively. Note #8 is for approximately $ 3.4 million, secured by equipment. The equipment loan #8 is due September 2027 , payable in 84 monthly payments of $ 46,000 beginning October 2020 , bearing interest at 4.0 %. As of March 31, 2023 and September 30, 2022 2, the balance was approximately $ 2.3 million and $ 2.5 million, respectively. In December 2021, Marquis funded the acquisition of $ 5.5 million of new equipment under Note #9 of its master agreement. The note, which is secured by the equipment, matures December 2026, and is payable in 60 monthly installments of $ 92,000 , with the final payment in the amount of approximately $ 642,000 , beginning January 2022, bearing interest at 3.75 %. As of March 31, 2023 and September 30, 2022 , the balance was approximately $ 4.3 million and $ 4.8 million, respectively. In December 2022, Marquis funded the acquisition of $ 5.7 million of new equipment under note #10 of its master agreement. The note, which is secured by the equipment, matures December 2029, and is payable in 84 monthly installments of $ 79,000 , with the final payment in the amount of approximately $ 650,000 , beginning January 2023, bearing interest at 6.50 %. As of March 31, 2023 , the balance was approximately $ 5.6 million. Loan Covenant Compliance As of March 31, 2023 , the Company was in compliance with all covenants under its existing revolving and other loan agreements. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Parties | Note 11: Notes Payable, Related Parties Long-term debt, related parties as of March 31, 2023 and September 30, 2022 consisted of the following (in $000's): March 31, 2023 September 30, 2022 Isaac Capital Group, LLC, 12.5 % interest rate, matures May 2025 $ 2,000 $ 2,000 Spriggs Investments, LLC, 10 % interest rate, matures July 2024 2,000 2,000 Spriggs Investments, LLC for Flooring Liquidators, 12 % interest rate, matures July 2024 1,000 — Isaac Capital Group, LLC revolver, 12 % interest rate, matures April 2024 1,000 — Isaac Capital Group, LLC for Flooring Liquidators, 12 % interest rate, matures January 2028 5,000 — Seller of Flooring Liquidators, 8.24 % interest rate, matures January 2028 34,000 — Seller of Kinetic, 7 .% interest rate, matures September 2027 3,000 3,000 Total notes payable - related parties 48,000 7,000 Less: unamortized debt issuance costs ( 2,325 ) — Net amount 45,675 7,000 Less: current portion — ( 2,000 ) Total long-term portion, related parties $ 45,675 $ 5,000 Twelve months ending March 31, 2023 $ — 2024 4,000 2025 2,000 2026 — 2027 3,000 Thereafter 39,000 Total future maturities of long-term debt, related parties $ 48,000 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 12: Stockholders’ Equity Series E Convertible Preferred Stock As of March 31, 2023 and September 30, 2022 , there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively. Treasury Stock As of March 31, 2023 and September 30, 2022 , the Company had 646,355 and 620,971 shares of Treasury Stock, respectively. During the six months ended March 31, 2023 and 2022 , respectively, the Company purchased 25,384 and 65,668 shares of its common stock on the open market for approximately $ 639,000 and approximately $ 2.1 million, respectively |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Note 13: Stock-Based Compensation Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan. From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments. The value of each award is amortized on a straight-line basis over the requisite service period. The following table summarizes stock option activity for the fiscal year ended September 30, 2022 and the six months ended March 31, 2023: Number of Weighted Weighted Intrinsic Outstanding at September 30, 2021 87,500 $ 18.81 1.78 $ 1,626 Outstanding at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Exercisable at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Outstanding at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Outstanding at March 31, 2023 87,500 $ 18.81 0.85 $ 1,160 Exercisable at March 31, 2023 87,500 $ 18.81 0.85 $ 1,160 The following table presents the number and weighted average fair value ("WAFV") of unvested restricted stock awards: Series A Restricted Stock Awards WAFV Outstanding at September 30, 2022 — $ — Granted 27,307 $ 36.62 Vested — $ — Canceled $ — Non-vested at December 31, 2022 27,307 $ 36.62 The Company recognized compensation expense of approximately $ 109,000 and $ 19,000 during the three months ended March 31, 2023 and 2022 , respectively, and approximately $ 109,000 and $ 37,000 during the six months ended March 31, 2023 and 2022, respectively, related to stock option awards and restricted stock awards granted to certain employees and officers based on the grant date fair value of the awards, and the revaluation for existing options whereby the expiration date was extended. As of March 31, 2023 , the Company had approximately $ 960,000 of unrecognized compensation expense associated with stock option awards and Restricted Stock Units outstanding. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 14: Earnings Per Share Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Condensed Consolidated Balance Sheet. Diluted net income per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders. The following table presents the computation of basic and diluted net earnings per share (in $000's): Three Months Ended March 31, 2023 Six Months Ended March 31, 2023 2022 2023 2022 Basic Net income $ 1,558 $ 15,358 $ 3,402 $ 21,904 Less: preferred stock dividends — — — — Net income applicable to common stock $ 1,558 $ 15,358 $ 3,402 $ 21,904 Weighted average common shares outstanding 3,143,911 3,134,540 3,101,007 3,148,059 Basic earnings per share $ 0.50 $ 4.90 $ 1.10 $ 6.96 Diluted Net income applicable to common stock $ 1,558 $ 15,358 $ 3,402 $ 21,904 Add: preferred stock dividends — — — — Net income applicable for diluted earnings per share $ 1,558 $ 15,358 $ 3,402 $ 21,904 Weighted average common shares outstanding 3,143,911 3,134,540 3,101,007 3,148,059 Add: Options 40,832 38,102 36,379 38,825 Add: Series B Preferred Stock — — — — Add: Series B Preferred Stock Warrants — — — — Add: Series E Preferred Stock 239 239 239 239 Assumed weighted average common shares outstanding 3,184,982 3,172,881 3,137,625 3,187,123 Diluted earnings per share $ 0.49 $ 4.84 $ 1.08 $ 6.87 There are 17,000 and 0 options to purchase shares of common stock that are anti-dilutive, and are not included in the three months ended March 31, 2023 and 2022 diluted earnings per share computations, respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15: Related Party Transactions Transactions with Isaac Capital Group, LLC As of March 31, 2023 , Isaac Capital Group, LLC (“ICG”) beneficially owns 48.8 % of the Company’s issued and outstanding capital stock. Jon Isaac, the Company's President and Chief Executive Officer, is the President and sole member of ICG, and, accordingly, has sole voting and dispositive power with respect to these shares. Mr. Isaac also personally owns 219,177 shares of common stock and holds options to purchase up to 25,000 shares of common stock at an exercise price of $ 10.00 per share, all of which are currently exercisable. Mr. Isaac's options to purchase 25,000 shares of common stock were originally scheduled to expire on January 15, 2023, but, as amended on January 13, 2023, the expiration date was extended to January 15, 2025. ICG Term Loan As of March 31, 2023 , the Company was a party to a term loan with ICG in the amount of $ 2.0 million (the “ICG Loan”). The ICG Loan matures on May 1, 2025 and bears interest at a rate of 12.5 %. Interest is payable in arrears on the last day of each month. As of March 31, 2023 and September 30, 2022 , the outstanding balance on this loan was $ 2.0 million. ICG Revolving Promissory Note On April 9, 2020, the Company entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $ 1.0 million revolving credit facility (the “ICG Revolver”). The ICG Revolver bears interest at 10.0 % per annum and provides for the payment of interest monthly in arrears and matures April 2023 . On April 1, 2023, the Company entered into the First Amendment of the ICG Revolver that extended the maturity to April 8, 2024 and increased the interest rate to 12 % per annum. As of March 31, 2023 and September 30, 2022 , the outstanding balance on this note was $ 1.0 million and $ 0 , respectively. ICG Flooring Liquidators Note On January 18, 2023, in connection with the acquisition of Flooring Liquidators, the Company was a party to a term loan with ICG in the amount of $ 5.0 million (“ICG Flooring Liquidators Loan”). The ICG Flooring Liquidators Loan matures on January 18, 2028 , and bears interest at 12 %. Interest is payable in arrears on the last day of each calendar month. The note is fully guaranteed by the Company. As of March 31, 2023 , the outstanding balance on this loan was $ 5.0 million . Transactions with JanOne Inc. Lease Agreement Customer Connexx LLC, a wholly-owned subsidiary of JanOne Inc. (“JanOne”), rents approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet. JanOne paid the Company $ 112,000 and $ 75,000 in rent and other reimbursed expenses for three months ended March 31, 2023 and 2022 and $ 256,000 and $ 144,000 in rent and other reimbursed expenses for the six months ended March 31, 2023 and 2022, respectively. Tony Isaac is the Chief Executive Officer, President, Secretary, and a member of the Board of Directors of JanOne. Purchase Agreement with ARCA Recycling. On April 5, 2022, the Company entered into a Purchasing Agreement with ARCA Recycling, Inc. (“ARCA”), then a wholly-owned subsidiary of JanOne. Pursuant to the agreement, the Company agrees to purchase inventory from time to time for ARCA as set forth in submitted purchase orders. The inventory is owned by the Company until ARCA installs it in customer's homes, and payment by ARCA to the Company is due upon ARCA's receipt of payment from the customer. All purchases made by the Company shall be paid back by ARCA in full plus an additional five percent surcharge or broker-type fee. The term of the Agreement is one year, and automatically renews if not terminated by either party. Due to significant doubt that the full balance due from ARCA will be paid, on March 31, 2023 the Company recorded an allowance of approximately $ 267,000 against the amount due. Consequently, as of March 31, 2023 , the amount due from ARCA was approximately $ 267,000 , net of the allowance recorded, and the inventory balance was approximately $ 99,000 . Transactions with Vintage Stock CEO Spriggs Promissory Note I On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note I”) in favor of Spriggs Investments, LLC (“Spriggs Investments”), a limited liability company whose sole member is Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, Inc., a wholly-owned subsidiary of the Company, that memorializes a loan by Spriggs Investments to the Company in the initial principal amount of $ 2.0 million (the “Spriggs Loan I”). The Spriggs Loan I originally matured on July 10, 2022; however, the maturity date was extended to July 10, 2023, pursuant to unanimous consent of the Board of Directors. The Spriggs Promissory Note I bears simple interest at a rate of 10.0 % per annum. On January 19, 2023, the Company entered into a modification agreement of the Spriggs Loan I. Consequently, the Spriggs Promissory Note I will bear interest at a rate of 12 % per annum, and the maturity date was extended to July 31, 2024. As of March 31, 2023 and September 30, 2022 , the amount owed was $ 2.0 million . Spriggs Promissory Note II On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $ 1.0 million (the “Spriggs Loan II”). The Spriggs Loan II matures on July 31, 2024, and bears interest at a rate of 12 % per annum. As of March 31, 2023 , the amount owed was $ 1.0 million. Transactions with Spyglass Estate Planning, LLC. Building Leases On July 1, 2022, in connection with its acquisition of Better Backers, Marquis entered into two building leases with Spyglass Estate Planning, LLC, a limited liability company whose sole member is Jon Isaac, the Company’s President and Chief Executive Officer. The building leases are for 20 years with two options to renew for an additional five years each. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. The Company has evaluated each lease and determined the rental amounts to be at market rates. Sellers Notes Note Payable to the Sellers of Kinetic In connection with the purchase of Kinetic (see Note 3), on June 28, 2022, Precision Marshall entered into a seller financed loan in the amount of $ 3.0 million with the previous owners of Kinetic. The Sellers Subordinated Acquisition Note bears interest at 7.0 % per annum, with interest payable quarterly in arrears. The Sellers Subordinated Acquisition Note has a maturity date of September 27, 2027 . As of March 31, 2023 , the remaining principal balance was $ 3.0 million. Note Payable to the Seller of Flooring Liquidators In connection with the purchase of Flooring Liquidators, on January 18, 2023, Flooring Affiliated Holdings, LLC (“Buyer”) entered into a seller financed mezzanine loan in the amount of $ 34.0 million with the previous owners of Flooring Liquidators. The Seller Subordinated Acquisition Note (“Sellers Note”) bears interest at 8.24 % per annum, with interest payable monthly in arrears beginning on January 18, 2024. The Sellers Note, has a maturity date of January 18, 2028 . The fair value assigned to the Sellers Note, as calculated by an independent third-party firm, was $ 31.7 million, or a discount of $ 2.3 million. The $ 2.3 million discount is being accreted to interest expense, using the effective interest rate method, as required by GAAP, over the term of the Sellers Note. As of March 31, 2023 , the carrying value of the Sellers Note was approximately $ 31.8 million. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16: Commitments and Contingencies Litigation SEC Investigation On February 21, 2018, the Company received a subpoena from the Securities and Exchange Commission (“SEC”) and a letter from the SEC stating that it is conducting an investigation. The subpoena requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors. On August 12, 2020, three of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation. On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the Company’s previously-disclosed SEC investigation. The Wells Notices related to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart, Inc. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018. On August 2, 2021, the SEC filed a civil complaint (the “SEC Complaint”) in the United States District Court for the District of Nevada naming the Company and two of its executive officers as defendants (collectively, the "Company Defendants") as well as certain other third parties. The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share, purported undisclosed stock promotion and trading, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm. On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the complaint. On September 7, 2022, the court denied the Company Defendants’ motion to dismiss, but granted one of the third-party defendant’s motions to dismiss, granting the SEC leave to file an amended complaint. On September 21, 2022, the SEC filed an amended complaint to which the Company Defendants filed an answer on October 11, 2022, denying liability. The court subsequently entered a discovery scheduling order and the parties exchanged initial disclosures. The parties have agreed to participate in a mediation and to continue the remainder of discovery until after the mediation, scheduled to take place in June 2023. The Company Defendants strongly dispute and deny the allegations and intend to continue to defend themselves vigorously against the claims. Sieggreen Class Action On August 13, 2021, Daniel E. Sieggreen, individually and on behalf of all others similarly situated, filed a class action complaint for violation of federal securities laws in the United States District Court for the District of Nevada, naming as defendants the Company and the two executive officers named in the SEC Complaint described above. The allegations asserted are similar to those in the SEC Complaint. Among other relief, the complaint seeks damages in connection with the purchases and sales of the Company’s securities between December 28, 2016 and August 3, 2021. As of December 17, 2021, the judge granted a stipulation to stay proceedings pending the resolutions of the motions to dismiss in the SEC Complaint. On February 1, 2023, the final motion to dismiss relating to the SEC Complaint was denied, which was subsequently noticed in the Sieggreen action on February 2, 2023. Plaintiff filed his Amended Complaint on March 6, 2023. On May 5, 2023, the Company and its executives filed a Motion to Dismiss the Amended Complaint. They strongly dispute and deny the allegations at issue in this case and intend to continue to defend themselves vigorously against these claims. Holdback Matter On October 10, 2022, a representative for the former shareholders of Precision Marshall filed a civil complaint in the Court of Chancery of the State of Delaware. The complaint alleges that the Company violated the terms of an agreement and plan of merger dated July 14, 2020, by failing to pay the shareholders a certain indemnity holdback of $ 2,500,000 . Plaintiff alleged that he effectuated service of the complaint on the Company, but the Company did not receive notification of the action until it received an Application for Default Judgment filed with the court on December 26, 2022. On December 28, 2022, the Court issued a letter order questioning its jurisdiction over the matter and directed plaintiff’s counsel to submit briefing as to why it believes jurisdiction is proper. Plaintiff filed its brief on January 13, 2023. On April 13, 2023, the Court dismissed the action in its entirety for lack of jurisdiction, rendering the Application for Default Judgment moot. On January 12, 2023, and after jurisdiction over the case was questioned by the Court of Chancery, State of Delaware, plaintiff filed a substantially identical complaint in the Western District of Pennsylvania. After the Delaware action was dismissed, plaintiff requested that counsel waive service of the Pennsylvania complaint. On April 19, 2023, the Company agreed to waive service. The Company’s response to the Complaint is now due on June 19, 2023. The Company intends to defend against these claims vigorously. Wage and Hour Matter On July 27, 2022, Irma Sanchez, a former employee of Elite Builder Services, Inc. (“Elite Builders”), filed a class action complaint against Elite Builders in the Superior Court of California, County of Alameda. The complaint alleges that Elite Builders failed to pay all minimum and overtime wages, failed to provide lawful meal periods and rest breaks, failed to provide accurate itemized wage statements, and failed to pay all wages due upon separation as required by California law. The complaint was later amended as a matter of right on October 4, 2022. Further, Ms. Sanchez has put the Labor & Workforce Development Agency on notice to exhaust administrative remedies and enable her to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties. A Motion for Change of Venue to Stanislaus County was filed by Elite Builders on December 7, 2022. The hearing on the motion was heard on February 8, 2023. Elite Builders’ motion to change venue was granted. Company believes that Mr. Sanchez’s claims lack merit and intends to defend this action vigorously. The Company is currently unable to estimate the range of possible losses associated with this proceeding since no discovery has commenced and the scope of class is not yet known. Consumer Protection Act On December 4, 2022, Sheila Thompson and Dennis Thompson filed a Complaint in the 21st Judicial Circuit Court of St. Louis County, Missouri asserting putative class claims arising under the Telephone Consumer Protection Act, 47 U.S.C. 227, and related Missouri state law claims pertaining to purportedly unsolicited text message advertisements. Vintage Stock, Inc. (“Vintage”) was served on December 13, 2022. On January 11, 2023, Vintage timely removed the case from the state court into federal court. On February 8, 2023, Vintage filed a Motion to Dismiss and Motion to Strike Class Allegations. On March 1, 2023, plaintiffs filed their First Amended Complaint that mooted the pending motion. On March 15, 2023, Vintage moved to dismiss and/or strike the First Amended Complaint. The motion is fully briefed and stands submitted to the Court for decision. Vintage disputes the allegations and intends to defend itself vigorously against the claims in the First Amended Complaint. As the case is still in the pleading stage, it is premature to estimate potential liability. Salomon Whitney Settlement Effective March 31, 2023, the Company entered into a settlement agreement with the Principal ownership of Salomon Whitney, LLC to pay the Company $ 1.0 million within 10 days of the effective date, and agreed to pay an additional $ 1.0 million within 45 days of the effective date if certain conditions of the settlement agreement are not met. The Company recorded a receivable for the initial payment of $ 1.0 million on March 31, 2023, which it has recorded as other income in its condensed consolidated statements of income, and payment was received on April 17, 2023. Generally The Company is involved in various claims and lawsuits arising in the normal course of business. The ultimate results of claims and litigation cannot be predicted with certainty. The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 17: Segment Reporting The Company operates in four operating segments which are characterized as: (1) Retail-Entertainment, (2) Retail-Flooring, (3) Flooring Manufacturing, (4) Steel Manufacturing, and (5) Corporate and Other. The Retail-Entertainment segment consists of Vintage Stock; the Retail-Flooring segment consists of Flooring Liquidators,; the Flooring Manufacturing Segment consists of Marquis; and the Steel Manufacturing Segment consists of Precision Marshall and Kinetic. The following tables summarize segment information (in $000's): For the Three Months Ended March 31, For the Six Months Ended March 31, 2023 2022 2023 2022 Revenues Retail-Entertainment $ 19,188 $ 20,741 $ 42,461 $ 46,952 Retail-Flooring 20,769 — 20,769 — Flooring Manufacturing 30,340 32,772 56,772 65,644 Steel Manufacturing 19,916 14,027 37,897 26,393 Corporate & Other 909 2,166 2,209 5,875 Total revenues $ 91,122 $ 69,706 $ 160,108 $ 144,864 Gross profit Retail-Entertainment $ 10,654 $ 11,110 $ 22,864 $ 24,500 Retail-Flooring 7,742 — 7,742 — Flooring Manufacturing 7,328 8,580 11,989 17,609 Steel Manufacturing 5,647 4,252 10,040 7,867 Corporate & Other 237 1,011 917 2,593 Total gross profit $ 31,608 $ 24,953 $ 53,552 $ 52,569 Operating income (loss) Retail-Entertainment $ 2,327 $ 3,132 $ 5,991 $ 7,942 Retail-Flooring ( 216 ) — ( 216 ) — Flooring Manufacturing 2,406 3,875 3,158 8,483 Steel Manufacturing 2,814 2,719 4,270 4,373 Corporate & Other ( 2,379 ) ( 1,277 ) ( 3,684 ) ( 1,942 ) Total operating income $ 4,952 $ 8,449 $ 9,519 $ 18,856 Depreciation and amortization Retail-Entertainment $ 321 $ 296 $ 633 $ 636 Retail-Flooring 995 — 995 — Flooring Manufacturing 1,082 780 2,193 1,559 Steel Manufacturing 1,114 281 2,207 515 Corporate & Other 133 139 269 335 Total depreciation and amortization $ 3,645 $ 1,496 $ 6,297 $ 3,045 Interest expense Retail-Entertainment $ 152 $ 84 $ 306 $ 236 Retail-Flooring 1,021 — 1,021 — Flooring Manufacturing 1,067 462 2,054 893 Steel Manufacturing 841 182 1,628 479 Corporate & Other 154 130 273 267 Total interest expenses $ 3,235 $ 858 $ 5,282 $ 1,875 Net income before provision for income taxes Retail-Entertainment $ 2,178 $ 14,593 $ 5,716 $ 19,293 Retail-Flooring ( 1,390 ) — ( 1,390 ) — Flooring Manufacturing 1,214 3,337 901 7,382 Steel Manufacturing 1,715 2,002 1,983 3,315 Corporate & Other ( 1,609 ) ( 1,051 ) ( 2,643 ) ( 1,603 ) Total net income before provision for income taxes $ 2,108 $ 18,881 $ 4,567 $ 28,387 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18: Subsequent Events The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed financial statements include the accounts of the Company, its majority owned subsidiaries over which the Company exercises control, and a variable interest entity (“VIE”). The Company records a non-controlling interest within stockholders’ equity for the portion of the entity’s equity attributed to the consolidated entities that are not wholly owned. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results. |
Reclassification | Reclassifications Certain amounts in the prior period have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying condensed consolidated financial statements include the estimated reserve for doubtful accounts, the estimated reserve for excess and obsolete inventory, fair values of goodwill, other intangibles and long-lived assets in connection with an acquisition, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets and property and equipment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. Effective December 31, 2021, the Secured Overnight Financing Rate (“SOFR”) replaced the USD London Interbank-Offered Rate (“LIBOR”) for most financial benchmarking. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company has adopted this new accounting standard on its condensed consolidated financial statements and related disclosures; however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | Total purchase price $ 24,732 Accounts payable 571 Accrued liabilities 1,848 Total liabilities assumed 2,419 Total consideration 27,151 Cash 287 Accounts receivable 3,073 Inventory 6,429 Property, plant and equipment 12,855 Intangible assets 1,000 Other assets 480 Total assets acquired 24,124 Total goodwill $ 3,027 |
Summary of Summary of Proforma Information for the Company | The table below presents selected proforma information for the Company for the three- and six-month periods ended March 31, 2023, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods. As Reported Adjustments Proforma Live Unaudited Three Months Ended March 31, 2023 Flooring Liquidators Unaudited Three Months Ended March 31, 2023 Adjustments (1) LIVE for the Three Months Ended March 31, 2023 Net revenue $ 91,122 $ 4,222 $ 95,344 Net income $ 1,558 $ ( 2,188 ) $ ( 300 ) $ ( 930 ) Earnings per basic $ 0.50 $ ( 0.30 ) Earnings per basic $ 0.49 $ ( 0.29 ) As Reported Adjustments Proforma Live Unaudited Three Months Ended March 31, 2022 Flooring Liquidators Unaudited Three Months Ended March 31, 2022 Adjustments (1) LIVE for the Three Months Ended March 31, 2022 Net revenue $ 69,706 $ 29,205 $ 98,911 Net income $ 15,358 $ 1,886 $ ( 1,946 ) $ 15,298 Earnings per basic $ 4.90 $ 4.88 Earnings per basic $ 4.84 $ 4.82 As Reported Adjustments Proforma Live Unaudited Six Months Ended March 31, 2023 Flooring Liquidators Unaudited Six Months Ended March 31, 2023 Adjustments (1) LIVE for the Six Months Ended March 31, 2023 Net revenue $ 160,108 $ 37,702 $ 197,810 Net income 3,402 $ ( 1,033 ) $ ( 2,226 ) $ 143 Earnings per basic $ 1.10 $ 0.05 Earnings per basic $ 1.08 $ 0.05 As Reported Adjustments Proforma Live Unaudited Six Months Ended March 31, 2022 Flooring Liquidators Unaudited Six Months Ended March 31, 2022 Adjustments (1) LIVE for the Six Months Ended March 31, 2022 Net revenue $ 144,864 $ 59,850 $ 204,714 Net income $ 21,904 $ 5,221 $ ( 3,818 ) $ 23,307 Earnings per basic $ 6.96 $ 7.40 Earnings per basic $ 6.87 $ 7.31 (1) Adjustments are related to adjustments made for the following: • Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date. • Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company. • Elimination of revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition. |
Flooring Liquidators | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | Total purchase price $ 78,700 Less fair value of the holdback option — Net purchase price $ 78,700 Accounts payable 5,189 Accrued liabilities 9,182 Debt 60 Total liabilities assumed 14,431 Total consideration 93,131 Cash 7,871 Accounts receivable 4,824 Inventory 19,944 Property, plant and equipment 4,678 Intangible assets Trade names $ 13,275 Customer relationships 7,700 Non-compete agreements 1,625 Other 49 Subtotal intangible assets 22,649 Other 4,440 Total assets acquired 64,406 Total goodwill $ 28,725 |
Better Backers | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | Total purchase price $ 3,166 Inventory 748 Property, plant and equipment 2,118 Intangible assets 300 Total assets acquired 3,166 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Right of Use Assets and Lease Liabilities | The following table details our right of use assets and lease liabilities as of March 31, 2023 and September 30, 2022 (in $000's): March 31, 2023 September 30, 2022 Right of use asset - operating leases $ 45,504 $ 33,659 Right of use asset - finance leases 387 — Lease liabilities: Current - operating 10,688 7,851 Current - finance 341 217 Long term - operating 39,611 30,382 Long term - finance 19,930 19,568 |
Schedule of Present Value of Future Lease Payments | Total present value of future lease payments of operating leases as of March 31, 2023 (in $000's): Twelve months ended March 31, 2023 $ 10,688 2024 8,941 2025 7,580 2026 6,167 2027 4,796 Thereafter 15,338 Total 53,510 Less implied interest ( 3,211 ) Present value of payments $ 50,299 Total present value of future lease payments of finance leases as of March 31, 2023 (in $000's): Twelve months ended March 31, 2023 $ 341 2024 850 2025 753 2026 681 2027 617 Thereafter 29,913 Total 33,155 Less implied interest ( 12,884 ) Present value of payments $ 20,271 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The following table details the Company's inventory as of March 31, 2023 and September 30, 2022 (in $000's): Inventory, net March 31, 2023 September 30, 2022 Raw materials $ 32,656 $ 35,829 Work in progress 8,694 7,539 Finished goods 33,802 32,814 Merchandise 43,316 23,900 118,468 100,082 Less: Inventory reserves ( 2,749 ) ( 2,423 ) Total inventory, net $ 115,719 $ 97,659 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table details the Company's property and equipment as of March 31, 2023 and September 30, 2022 (in $000's): March 31, 2023 September 30, 2022 Property and equipment, net: Land $ 2,064 $ 2,029 Building and improvements 24,408 26,761 Transportation equipment 3,038 622 Machinery and equipment 55,685 53,739 Furnishings and fixtures 6,036 4,407 Office, computer equipment and other 7,564 3,699 98,795 91,257 Less: Accumulated depreciation ( 31,697 ) ( 26,667 ) $ 67,098 $ 64,590 |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The following table details the Company's intangibles as of March 31, 2023 and September 30, 2022 (in $000's): March 31, 2023 September 30, 2022 Intangible assets, net: Intangible assets - Domain names $ 14,082 $ 808 Intangible assets - Customer relationships 12,298 4,598 Intangible assets - Other 2,261 587 28,641 5,993 Less: Accumulated amortization ( 3,392 ) ( 2,149 ) Total intangibles, net $ 25,249 $ 3,844 |
Schedule of future amortization expense related to intangible assets | The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s): 2024 $ 4,308 2025 4,207 2026 4,207 2027 4,139 2028 3,835 Thereafter 4,553 $ 25,249 |
Goodwill - (Tables)
Goodwill - (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Company's goodwill | The following table details the Company's goodwill as of March 31, 2023 (in $000's): Retail Flooring Manufacturing Steel Manufacturing Corporate Total September 30, 2022 36,947 807 3,339 — 41,093 Additions — — — — — Kinetic fair value adjustment — — ( 312 ) — ( 312 ) Flooring Liquidators acquisition 25,394 25,394 Flooring Liquidators tax adjustment 3,331 3,331 Impairment — — — — — March 31, 2023 $ 65,672 $ 807 $ 3,027 $ — $ 69,506 As of March 31, 2023 , the Company did not identify any triggering events that would require impairment testing. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities Abstract | |
Schedule Of Accrued Liabilities | The following table details the Company's accrued liabilities as of March 31, 2023 and September 30, 2022, respectively (in $000's): March 31, 2023 September 30, 2022 Accrued liabilities: Accrued payroll and bonuses $ 4,657 $ 4,838 Accrued sales and use taxes 1,862 1,905 Accrued customer deposits 3,996 — Accrued gift card and escheatment liability 1,780 1,696 Accrued interest payable 963 390 Accrued accounts payable and bank overdrafts 1,008 1,731 Accrued professional fees 1,054 1,924 Accrued expenses - other 6,145 4,002 Total accrued liabilities $ 21,465 $ 16,486 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Schedule of Long-term Debt | Long-term debt as of March 31, 2023 and September 30, 2022 consisted of the following (in $000's): March 31, 2023 September 30, 2022 Revolver loans $ 55,419 $ 43,107 Equipment loans 17,525 13,716 Term loans 9,288 7,941 Other notes payable 16,176 14,501 Total notes payable 98,408 79,265 Less: unamortized debt issuance costs ( 590 ) ( 626 ) Net amount 97,818 78,639 Less: current portion ( 30,288 ) ( 18,935 ) Total long-term debt $ 67,530 $ 59,704 |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt at March 31, 2023, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending March 31, 2024 $ 30,288 2025 5,723 2026 15,290 2027 5,299 2028 30,281 Thereafter 10,937 Total future maturities of long-term debt $ 97,818 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Related Parties | Long-term debt, related parties as of March 31, 2023 and September 30, 2022 consisted of the following (in $000's): March 31, 2023 September 30, 2022 Isaac Capital Group, LLC, 12.5 % interest rate, matures May 2025 $ 2,000 $ 2,000 Spriggs Investments, LLC, 10 % interest rate, matures July 2024 2,000 2,000 Spriggs Investments, LLC for Flooring Liquidators, 12 % interest rate, matures July 2024 1,000 — Isaac Capital Group, LLC revolver, 12 % interest rate, matures April 2024 1,000 — Isaac Capital Group, LLC for Flooring Liquidators, 12 % interest rate, matures January 2028 5,000 — Seller of Flooring Liquidators, 8.24 % interest rate, matures January 2028 34,000 — Seller of Kinetic, 7 .% interest rate, matures September 2027 3,000 3,000 Total notes payable - related parties 48,000 7,000 Less: unamortized debt issuance costs ( 2,325 ) — Net amount 45,675 7,000 Less: current portion — ( 2,000 ) Total long-term portion, related parties $ 45,675 $ 5,000 |
Schedule of Future Maturities of Notes | Twelve months ending March 31, 2023 $ — 2024 4,000 2025 2,000 2026 — 2027 3,000 Thereafter 39,000 Total future maturities of long-term debt, related parties $ 48,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the fiscal year ended September 30, 2022 and the six months ended March 31, 2023: Number of Weighted Weighted Intrinsic Outstanding at September 30, 2021 87,500 $ 18.81 1.78 $ 1,626 Outstanding at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Exercisable at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Outstanding at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Outstanding at March 31, 2023 87,500 $ 18.81 0.85 $ 1,160 Exercisable at March 31, 2023 87,500 $ 18.81 0.85 $ 1,160 |
Schedule of weighted average fair value ("WAFV") of unvested restricted stock awards | The following table presents the number and weighted average fair value ("WAFV") of unvested restricted stock awards: Series A Restricted Stock Awards WAFV Outstanding at September 30, 2022 — $ — Granted 27,307 $ 36.62 Vested — $ — Canceled $ — Non-vested at December 31, 2022 27,307 $ 36.62 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Earnings Per Share | The following table presents the computation of basic and diluted net earnings per share (in $000's): Three Months Ended March 31, 2023 Six Months Ended March 31, 2023 2022 2023 2022 Basic Net income $ 1,558 $ 15,358 $ 3,402 $ 21,904 Less: preferred stock dividends — — — — Net income applicable to common stock $ 1,558 $ 15,358 $ 3,402 $ 21,904 Weighted average common shares outstanding 3,143,911 3,134,540 3,101,007 3,148,059 Basic earnings per share $ 0.50 $ 4.90 $ 1.10 $ 6.96 Diluted Net income applicable to common stock $ 1,558 $ 15,358 $ 3,402 $ 21,904 Add: preferred stock dividends — — — — Net income applicable for diluted earnings per share $ 1,558 $ 15,358 $ 3,402 $ 21,904 Weighted average common shares outstanding 3,143,911 3,134,540 3,101,007 3,148,059 Add: Options 40,832 38,102 36,379 38,825 Add: Series B Preferred Stock — — — — Add: Series B Preferred Stock Warrants — — — — Add: Series E Preferred Stock 239 239 239 239 Assumed weighted average common shares outstanding 3,184,982 3,172,881 3,137,625 3,187,123 Diluted earnings per share $ 0.49 $ 4.84 $ 1.08 $ 6.87 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following tables summarize segment information (in $000's): For the Three Months Ended March 31, For the Six Months Ended March 31, 2023 2022 2023 2022 Revenues Retail-Entertainment $ 19,188 $ 20,741 $ 42,461 $ 46,952 Retail-Flooring 20,769 — 20,769 — Flooring Manufacturing 30,340 32,772 56,772 65,644 Steel Manufacturing 19,916 14,027 37,897 26,393 Corporate & Other 909 2,166 2,209 5,875 Total revenues $ 91,122 $ 69,706 $ 160,108 $ 144,864 Gross profit Retail-Entertainment $ 10,654 $ 11,110 $ 22,864 $ 24,500 Retail-Flooring 7,742 — 7,742 — Flooring Manufacturing 7,328 8,580 11,989 17,609 Steel Manufacturing 5,647 4,252 10,040 7,867 Corporate & Other 237 1,011 917 2,593 Total gross profit $ 31,608 $ 24,953 $ 53,552 $ 52,569 Operating income (loss) Retail-Entertainment $ 2,327 $ 3,132 $ 5,991 $ 7,942 Retail-Flooring ( 216 ) — ( 216 ) — Flooring Manufacturing 2,406 3,875 3,158 8,483 Steel Manufacturing 2,814 2,719 4,270 4,373 Corporate & Other ( 2,379 ) ( 1,277 ) ( 3,684 ) ( 1,942 ) Total operating income $ 4,952 $ 8,449 $ 9,519 $ 18,856 Depreciation and amortization Retail-Entertainment $ 321 $ 296 $ 633 $ 636 Retail-Flooring 995 — 995 — Flooring Manufacturing 1,082 780 2,193 1,559 Steel Manufacturing 1,114 281 2,207 515 Corporate & Other 133 139 269 335 Total depreciation and amortization $ 3,645 $ 1,496 $ 6,297 $ 3,045 Interest expense Retail-Entertainment $ 152 $ 84 $ 306 $ 236 Retail-Flooring 1,021 — 1,021 — Flooring Manufacturing 1,067 462 2,054 893 Steel Manufacturing 841 182 1,628 479 Corporate & Other 154 130 273 267 Total interest expenses $ 3,235 $ 858 $ 5,282 $ 1,875 Net income before provision for income taxes Retail-Entertainment $ 2,178 $ 14,593 $ 5,716 $ 19,293 Retail-Flooring ( 1,390 ) — ( 1,390 ) — Flooring Manufacturing 1,214 3,337 901 7,382 Steel Manufacturing 1,715 2,002 1,983 3,315 Corporate & Other ( 1,609 ) ( 1,051 ) ( 2,643 ) ( 1,603 ) Total net income before provision for income taxes $ 2,108 $ 18,881 $ 4,567 $ 28,387 |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Details) | 6 Months Ended |
Mar. 31, 2023 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 4 |
Acquisitions - Summary of purch
Acquisitions - Summary of purchase price allocation of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2023 | Jan. 18, 2023 | |
Business Combination Segment Allocation [Line Items] | ||
Net purchase price | $ 78,700 | |
Flooring Liquidators | ||
Business Combination Segment Allocation [Line Items] | ||
Total purchase price | $ 78,700 | |
Net purchase price | 78,700 | |
Accounts payable | 5,189 | |
Accrued liabilities | 9,182 | |
Debt | 60 | |
Total liabilities assumed | 14,431 | |
Total consideration | 93,131 | |
Cash | 7,871 | |
Accounts receivable | 4,824 | |
Inventory | 19,944 | |
Property, plant and equipment | 4,678 | |
Intangible assets | 22,649 | |
Other assets | 4,440 | |
Total assets acquired | 64,406 | |
Total goodwill | 28,725 | $ 28,700 |
Flooring Liquidators | Trade names | ||
Business Combination Segment Allocation [Line Items] | ||
Intangible assets | 13,275 | |
Flooring Liquidators | Other | ||
Business Combination Segment Allocation [Line Items] | ||
Intangible assets | 49 | |
Flooring Liquidators | Customer relationships | ||
Business Combination Segment Allocation [Line Items] | ||
Intangible assets | 7,700 | |
Flooring Liquidators | Non-compete agreements | ||
Business Combination Segment Allocation [Line Items] | ||
Intangible assets | $ 1,625 |
Acquisitions - Summary of Summa
Acquisitions - Summary of Summary of Proforma Information for the Company (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | ||
Business Combination Segment Allocation [Line Items] | |||||
Net revenue | $ 59,514 | $ 44,753 | $ 106,556 | $ 92,295 | |
Net income | $ 1,558 | $ 15,358 | $ 3,402 | $ 21,904 | |
Basic earnings per share | $ 0.50 | $ 4.90 | $ 1.10 | $ 6.96 | |
Diluted earnings per share | $ 0.49 | $ 4.84 | $ 1.08 | $ 6.87 | |
Live Unaudited | |||||
Business Combination Segment Allocation [Line Items] | |||||
Net revenue | $ 91,122 | $ 69,706 | $ 160,108 | $ 144,864 | |
Net income | $ 1,558 | $ 15,358 | $ 3,402 | $ 21,904 | |
Basic earnings per share | $ 0.50 | $ 4.90 | $ 1.10 | $ 6.96 | |
Diluted earnings per share | $ 0.49 | $ 4.84 | $ 1.08 | $ 6.87 | |
Adjustments | |||||
Business Combination Segment Allocation [Line Items] | |||||
Net income | [1] | $ (300) | $ (1,946) | $ (2,226) | $ (3,818) |
Pro Forma | |||||
Business Combination Segment Allocation [Line Items] | |||||
Net revenue | 95,344 | 98,911 | 197,810 | 204,714 | |
Net income | $ (930) | $ 15,298 | $ (143) | $ 23,307 | |
Basic earnings per share | $ (0.30) | $ 4.88 | $ (0.05) | $ 7.40 | |
Diluted earnings per share | $ (0.29) | $ 4.82 | $ (0.05) | $ 7.31 | |
Flooring Liquidators | |||||
Business Combination Segment Allocation [Line Items] | |||||
Net revenue | $ 4,222 | $ 29,205 | $ 37,702 | $ 59,850 | |
Net income | $ (2,188) | $ 1,886 | $ (1,033) | $ 5,221 | |
[1] (1) Adjustments are related to adjustments made for the following: • Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date. • Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company. • Elimination of revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition. |
Acquisitiions - Summary of Purc
Acquisitiions - Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Good (Details) - Kinetic Industries $ in Thousands | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Combination Segment Allocation [Line Items] | |
Total purchase price | $ 24,732 |
Accounts payable | 571 |
Accrued liabilities | 1,848 |
Total liabilities assumed | 2,419 |
Total consideration | 27,151 |
Cash | 287 |
Accounts receivable | 3,073 |
Inventory | 6,429 |
Property, plant and equipment | 12,855 |
Intangible assets | 1,000 |
Other assets | 480 |
Total assets acquired | 24,124 |
Total goodwill | $ 3,027 |
Acquisitions - Summary of pur_2
Acquisitions - Summary of purchase price allocation of Better Backers to the acquired identifiable assets (Details) - Better Backers $ in Thousands | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Combination Segment Allocation [Line Items] | |
Total purchase price | $ 3,166 |
Inventory | 748 |
Property, plant and equipment | 2,118 |
Intangible assets | 300 |
Total assets acquired | $ 3,166 |
Acquisitions (Additional Inform
Acquisitions (Additional Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jan. 18, 2023 | Jul. 01, 2022 | Jun. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Jan. 20, 2022 | |
Business Combination Segment Allocation [Line Items] | |||||||
Proceeds from Sale of Other Real Estate | $ 8,300,000 | ||||||
Lessee, Operating Lease, Remaining Lease Term | 20 years | 20 years | |||||
Rent esclation per annum | 2% | ||||||
Net purchase price | $ 78,700,000 | ||||||
Business combination, Holdback amount | 2,000,000 | ||||||
Note Amount | 34,000,000 | ||||||
Additional consideration | 2,000,000 | ||||||
Common shares value | $ 4,000,000 | $ 3,200,000 | |||||
Common stock issued | 116,441 | 116,441 | |||||
Cash | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Additional consideration | $ 1,000,000 | ||||||
Precision Industries Affiliated Holdings | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Ownership Percentage by Parent | 100% | ||||||
Restricted Stock Units | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Additional consideration | 1,000,000 | ||||||
Sale Lease Back Transaction | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | $ 600,000,000 | ||||||
Revolving Credit Facility | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Credit line maximum | $ 11,000,000 | ||||||
Total goodwill | $ 3,000,000 | 3,000,000 | |||||
Goodwill recognized | 3,000,000 | 3,000,000 | |||||
Flooring Liquidators | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Total goodwill | 28,700,000 | 28,725,000 | 28,725,000 | ||||
Goodwill arising from the acquisition to be fully deductible for tax purposes | 13,400,000 | 13,400,000 | |||||
Purchase price for Equity Interests | 83,800,000 | ||||||
Net purchase price | 78,700,000 | 78,700,000 | |||||
Goodwill recognized | $ 28,700,000 | 28,725,000 | 28,725,000 | ||||
Cash paid to the Seller Representative | 41,800,000 | ||||||
Total purchase price | 78,700,000 | ||||||
Flooring Liquidators | Precision Industries Affiliated Holdings | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Ownership Percentage by Parent | 100% | ||||||
Kinetic Industries | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Credit line maximum | $ 6,000,000 | ||||||
Payments to Acquire Businesses, Gross | 3,000,000 | ||||||
Cash Acquired from Acquisition | 1,700,000 | ||||||
Contingent Earn Out Liability | 997,000,000 | 997,000,000 | |||||
Working Capital Adjustment | 400,000,000 | 400,000,000 | |||||
Fair value adjustment | $ 312,000,000 | $ 312,000,000 | |||||
Total goodwill | $ 3,027,000 | ||||||
Goodwill recognized | 3,027,000 | ||||||
Total purchase price | $ 24,732,000 | ||||||
Kinetic Industries | Sale Lease Back Transaction | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Revenue Recognition, Multiple-deliverable Arrangements, Determination of Selling Price, Amount | 8,900,000 | ||||||
Sale Leaseback Transaction, Net Book Value | 547,000 | ||||||
Kinetic Industries | Revolving Credit Facility | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Credit line maximum | $ 24,700,000 | ||||||
Better Backer | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Lessee, Operating Lease, Remaining Lease Term | 20 years | ||||||
Rent esclation per annum | 2.50% | ||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | $ 1,800,000 | ||||||
Deposit Assets, Present Value of Expected Recoveries | 1,400,000 | ||||||
Line of Credit Facility, Annual Principal Payment | 1,500,000 | ||||||
Fair Value of Assets Acquired | 9,300,000 | ||||||
Better Backer | Revolving Credit Facility | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Purchase price post-closing adjustments | 3,200,000 | ||||||
Better Backer | Maximum [Member] | Lease Agreements | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 73,000 | ||||||
Better Backer | Minimum [Member] | Lease Agreements | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 32,000 | ||||||
Isaac Capital Group | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | 1,800,000 | ||||||
Marquis Industries Inc | |||||||
Business Combination Segment Allocation [Line Items] | |||||||
Other Ownership Interests, Contributed Capital | $ 1,800,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Leased Assets [Line Items] | ||
Weighted average remaining lease term | 8 years 7 months 6 days | |
Finance Lease Weighted Average Remaining Lease Term 1 | 27 years 1 month 6 days | |
Weighted average discount rate | 8.10% | |
Finance Lease Weighted Average Discount Rate Percent | 13.20% | |
Total cash payments | $ 3,900 | $ 4,900 |
Finance Lease Principal Payments | 1,100 | 0 |
Right-of-use assets in exchange of lease liabilities | 15,600 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | 387,000 | |
Gain on lease settlement, net | 0 | 0 |
Impairment charges | 0 | $ 0 |
Flooring Liquidators | ||
Operating Leased Assets [Line Items] | ||
Right-of-use assets in exchange of lease liabilities | 14,700 | |
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 387,000 |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Leases [Abstract] | ||
Right of use asset - operating leases | $ 45,504 | $ 33,659 |
Right of use asset - finance leases | 387 | 0 |
Current - operating | 10,688 | 7,851 |
Current - finance | 341 | 217 |
Long term - operating | 39,611 | 30,382 |
Long term - finance | $ 19,930 | $ 19,568 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of operating Lease Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 10,688 |
2024 | 8,941 |
2025 | 7,580 |
2026 | 6,167 |
2027 | 4,796 |
Thereafter | 15,338 |
Total | 53,510 |
Less implied interest | (3,211) |
Present value of payments | $ 50,299 |
Present value of future lease p
Present value of future lease payments of finance leases - - (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 341 |
2024 | 850 |
2025 | 753 |
2026 | 681 |
2027 | 617 |
Thereafter | 29,913 |
Total | 33,155 |
Less implied interest | (12,884) |
Present value of payments | $ 20,271 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Inventory [Line Items] | ||
Trade receivables, current, net | $ 29,703 | $ 25,665 |
Raw materials | 32,656 | 35,829 |
Work in progress | 8,694 | 7,539 |
Finished goods | 33,802 | 32,814 |
Merchandise | 43,316 | 23,900 |
Total inventory, gross | 118,468 | 100,082 |
Less: Inventory reserves | (2,749) | (2,423) |
Total inventory, net | $ 115,719 | $ 97,659 |
Property, Plant & Equipment - S
Property, Plant & Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 98,795 | $ 91,257 |
Less: Accumulated depreciation | (31,697) | (26,667) |
Total property and equipment, net | 67,098 | 64,590 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,064 | 2,029 |
Building and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,408 | 26,761 |
Transportation Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,038 | 622 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 55,685 | 53,739 |
Furnishings and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,036 | 4,407 |
Office, Computer Equipment and Other | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,564 | $ 3,699 |
Property, Plant & Equipment (Ad
Property, Plant & Equipment (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 2.7 | $ 1.3 | $ 5.1 | $ 2.5 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 28,641 | $ 5,993 |
Less: Accumulated amortization | (3,392) | (2,149) |
Total Intangible, net | 25,249 | 3,844 |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 14,082 | 808 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 12,298 | 4,598 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,261 | $ 587 |
Intangibles - Schedule of Futur
Intangibles - Schedule of Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 4,308 | |
2025 | 4,207 | |
2026 | 4,207 | |
2027 | 4,139 | |
2028 | 3,835 | |
Thereafter | 4,553 | |
Total Intangible, net | $ 25,249 | $ 3,844 |
Intangibles (Additional Informa
Intangibles (Additional Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 992,000 | $ 210,000 | $ 1,200,000 | $ 496,000 |
Goodwill - Summary of Company's
Goodwill - Summary of Company's goodwill (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Indefinite-Lived Intangible Assets [Line Items] | |
September 30, 2022 | $ 41,093 |
Additions | 0 |
Kinetic fair value adjustment | (312) |
Flooring Liquidators acquisition | 25,394 |
Flooring Liquidators tax adjustment | 3,331 |
Impairment | 0 |
March 31, 2023 | 69,506 |
Corporate Segment [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
September 30, 2022 | 0 |
Additions | 0 |
Kinetic fair value adjustment | 0 |
Impairment | 0 |
March 31, 2023 | 0 |
Retail Segment [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
September 30, 2022 | 36,947 |
Additions | 0 |
Kinetic fair value adjustment | 0 |
Flooring Liquidators acquisition | 25,394 |
Flooring Liquidators tax adjustment | 3,331 |
Impairment | 0 |
March 31, 2023 | 65,672 |
Flooring Manufacturing [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
September 30, 2022 | 807 |
Additions | 0 |
Kinetic fair value adjustment | 0 |
Impairment | 0 |
March 31, 2023 | 807 |
Steel Manufacturing [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
September 30, 2022 | 3,339 |
Additions | 0 |
Kinetic fair value adjustment | (312) |
Impairment | 0 |
March 31, 2023 | $ 3,027 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll and bonuses | $ 4,657 | $ 4,838 |
Accrued sales and use taxes | 1,862 | 1,905 |
Accrued customer deposits | 3,996 | 0 |
Accrued gift card and escheatment liability | 1,780 | 1,696 |
Accrued interest payable | 963 | 390 |
Accrued accounts payable and bank overdrafts | 1,008 | 1,731 |
Accrued professional fees | 1,054 | 1,924 |
Accrued expenses - other | 6,145 | 4,002 |
Total accrued liabilities | $ 21,465 | $ 16,486 |
Long Term Debt - Schedule of Lo
Long Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Total notes payable | $ 98,408 | $ 79,265 |
Less unamortized debt issuance costs | (590) | (626) |
Net amount | 97,818 | 78,639 |
Less current portion | (30,288) | (18,935) |
Total long-term debt | 67,530 | 59,704 |
Revolver Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 55,419 | 43,107 |
Equipment Loans [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 17,525 | 13,716 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | 9,288 | 7,941 |
Other Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 16,176 | $ 14,501 |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt | $ 98,408 | $ 79,265 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
2024 | 30,288 | |
2025 | 5,723 | |
2026 | 15,290 | |
2027 | 5,299 | |
2028 | 30,281 | |
Thereafter | 10,937 | |
Total future maturities of long-term debt | $ 97,818 |
Long-Term Debt-Eclipse Business
Long-Term Debt-Eclipse Business Capital Loans (Additional Information) (Details) - USD ($) $ in Millions | Jan. 18, 2023 | Mar. 31, 2023 | Jan. 19, 2023 | Jul. 10, 2020 |
Debt Instrument [Line Items] | ||||
Interest rate | 12% | 10% | ||
Eclipse Business Capital, LLC[Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 25 | |||
Interest rate | 4.50% | |||
Credit balance outstanding | $ 9.7 | |||
Maturity date | Jan. 31, 2026 | |||
Adjusted term of Interest | The Eclipse Revolver bears interest at 4.5% per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 3.5% per annum in excess of Adjusted Term SOFR after April 1, 2023. | |||
M&E lending[Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 3.5 | |||
Interest rate | 6% | |||
Credit balance outstanding | $ 2.8 | |||
Maturity date | Jan. 31, 2026 | |||
Adjusted term of Interest | The Eclipse M&E loan bears interest at 6.0% per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 5.0% per annum in excess of Adjusted Term SOFR after April 1, 2023. |
Long Term Debt - Bank of Americ
Long Term Debt - Bank of America Revolver Loan - Additional Information (Details) - Marquis - USD ($) $ in Millions | 6 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||
Credit balance outstanding | $ 4.3 | $ 4.8 |
Bank of America Revolver Loan | ||
Debt Instrument [Line Items] | ||
Credit line maximum | $ 25 | |
Line of credit agreement date | Jan. 31, 2020 | |
Debt periodic frequency | monthly | |
Credit balance outstanding | $ 10.7 | $ 10.1 |
Long Term Debt - Loan with Fift
Long Term Debt - Loan with Fifth Third Bank (Additional Information) (Details) - USD ($) $ in Millions | 6 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Jun. 28, 2022 | Jan. 20, 2022 | |
Kinetic Industries [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 6 | |||
Fifth Third Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Jan. 20, 2027 | |||
Encina Loans [Member] | Fifth Third Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | 29 | |||
Reduction In Interest Costs And Availability Of Liquid Funds | 3 | |||
Credit balance outstanding | $ 2.9 | $ 3.2 | ||
Machinery and Equipment | Encina Loans [Member] | Fifth Third Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | 3.5 | |||
Capital expenditure [Member] | Encina Loans [Member] | Fifth Third Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | 2.5 | |||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 11 | |||
Debt Instrument, Maturity Date | Apr. 08, 2024 | |||
Revolving Credit Facility [Member] | Kinetic Industries [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 24.7 | |||
Revolving Credit Facility [Member] | Encina Loans [Member] | Fifth Third Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | 23 | |||
Credit balance outstanding | $ 27.1 | 23.6 | ||
Term Loan [Member] | Kinetic Industries [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 4 | |||
Debt Instrument, Maturity Date | Jan. 20, 2027 | |||
Term Loan [Member] | Fifth Third Bank [Member] | Kinetic Industries [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit balance outstanding | $ 3.6 | $ 4.8 | ||
Term Loan One [Member] | Kinetic Industries [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 1 | $ 1 | ||
Debt Instrument, Maturity Date | Jun. 28, 2025 |
Long Term Debt - Texas Capital
Long Term Debt - Texas Capital Bank Revolver Loan - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Mar. 31, 2023 | Sep. 30, 2022 | Nov. 03, 2016 | |
Debt Instrument [Line Items] | |||
Letter of credit effective rate | 6.79% | ||
Texas Capital Bank Revolver Loan | |||
Debt Instrument [Line Items] | |||
Credit line maximum | $ 12 | ||
Credit line expiration period | 5 years | ||
Debt periodic frequency | monthly | ||
Credit balance outstanding | $ 7.5 | $ 9.4 |
Long Term Debt - Note Payable t
Long Term Debt - Note Payable to JCM Holdings - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Jan. 19, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 10, 2020 |
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 12% | 10% | ||||
Marquis | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 5.7 | $ 5.5 | ||||
Debt stated interest rate | 6.50% | 3.75% | ||||
Letters of Credit Outstanding, Amount | $ 4.3 | $ 4.8 |
Long Term Debt - Equipment Loan
Long Term Debt - Equipment Loans (Additional Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||||
Mar. 31, 2023 | Jan. 19, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 10, 2020 | |
Debt Instrument [Line Items] | ||||||
Debt stated interest rate | 12% | 10% | ||||
Long-Term Debt, Gross | $ 98,408 | $ 79,265 | ||||
Equipment Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of Credit Outstanding, Amount | 5,600 | |||||
Long-Term Debt, Gross | 17,525 | 13,716 | ||||
Marquis | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 5,700 | $ 5,500 | ||||
Debt periodic payment | 79,000 | |||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 650,000 | $ 642,000 | ||||
Debt stated interest rate | 6.50% | 3.75% | ||||
Letters of Credit Outstanding, Amount | $ 4,300 | 4,800 | ||||
Marquis | Banc Note Payable Bank Six [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 913,000 | |||||
Debt periodic payment | $ 14,000 | |||||
Debt periodic frequency | 60 monthly payments | |||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 197,000 | |||||
Debt stated interest rate | 4.70% | |||||
Maturity date | Jul. 31, 2024 | |||||
Debt Instrument, Date of First Required Payment | Aug. 31, 2019 | |||||
Letters of Credit Outstanding, Amount | $ 395,000 | 471,000 | ||||
Marquis | Banc Note Payable Bank Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 3,700 | |||||
Debt periodic payment | $ 52,000 | |||||
Debt periodic frequency | 84 monthly payments | |||||
Debt stated interest rate | 4.80% | |||||
Maturity date | Dec. 31, 2023 | |||||
Debt Instrument, Date of First Required Payment | Jan. 31, 2017 | |||||
Letters of Credit Outstanding, Amount | $ 456,000 | 751,000 | ||||
Marquis | Banc Note Payable Bank Four [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 1,100 | |||||
Debt periodic payment | $ 16,000 | |||||
Debt periodic frequency | 81 monthly payments | |||||
Debt stated interest rate | 4.90% | |||||
Maturity date | Dec. 31, 2023 | |||||
Debt Instrument, Date of First Required Payment | Apr. 30, 2017 | |||||
Letters of Credit Outstanding, Amount | $ 140,000 | 231,000 | ||||
Marquis | Banc Note Payable Bank Five [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 4,000 | |||||
Debt periodic payment | $ 55,000 | |||||
Debt periodic frequency | 84 monthly payments | |||||
Debt stated interest rate | 4.70% | |||||
Maturity date | Dec. 31, 2024 | |||||
Debt Instrument, Date of First Required Payment | Jan. 31, 2018 | |||||
Letters of Credit Outstanding, Amount | $ 1,100 | 1,400 | ||||
Marquis | Banc Note Payable Bank Seven [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 5,000 | |||||
Debt periodic payment | $ 59,000 | |||||
Debt periodic frequency | 84 monthly payments | |||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 809,000 | |||||
Debt stated interest rate | 3.20% | |||||
Maturity date | Feb. 28, 2027 | |||||
Debt Instrument, Date of First Required Payment | Mar. 31, 2020 | |||||
Letters of Credit Outstanding, Amount | $ 3,200 | 3,500 | ||||
Marquis | Banc Note Payable Bank Eight [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | 3,400 | |||||
Debt periodic payment | $ 46,000 | |||||
Debt periodic frequency | 84 monthly payments | |||||
Debt stated interest rate | 4% | |||||
Maturity date | Sep. 30, 2027 | |||||
Debt Instrument, Date of First Required Payment | Oct. 31, 2020 | |||||
Letters of Credit Outstanding, Amount | $ 2,300 | $ 2,500 | ||||
Marquis | Banc Note Payable Bank Nine [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt periodic payment | $ 92,000 | |||||
Debt periodic frequency | 60 monthly installments | |||||
Marquis | Banc Note Payable Bank Ten [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt periodic frequency | 84 monthly installments |
Notes Payable, Related Partie_2
Notes Payable, Related Parties - Schedule of Long-term Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | $ 48,000 | $ 7,000 |
Less: unamortized debt issuance costs | (2,325) | 0 |
Net amount | 45,675 | 7,000 |
Less current portion | 0 | (2,000) |
Total long-term portion, related parties | 45,675 | 5,000 |
Note Payable to the Sellers of Flooring Liquidators | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 31,800 | |
Note Payable to the Sellers of Kinetic | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 3,000 | |
Note Payable to Sellers | Note Payable to the Sellers of Flooring Liquidators | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 34,000 | 0 |
Note Payable to Sellers | Note Payable to the Sellers of Kinetic | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 3,000 | 3,000 |
Isaac Capital Fund, LLC | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 2,000 | 2,000 |
Isaac Capital Fund, LLC | Flooring Liquidators | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 5,000 | 0 |
Isaac Capital Fund, LLC | Revolver | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 1,000 | 0 |
Spriggs Investments, LLC | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | 2,000 | 2,000 |
Spriggs Investments, LLC | Flooring Liquidators | ||
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | $ 1,000 | $ 0 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties - Schedule of Long-term Related Parties (Parenthetical) (Details) | 6 Months Ended | ||
Jan. 18, 2023 | Jun. 28, 2022 | Mar. 31, 2023 | |
Note Payable to the Sellers of Flooring Liquidators | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Jan. 18, 2028 | ||
Note Payable to the Sellers of Flooring Liquidators | Note Payable to Sellers | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 8.24% | ||
Debt Instrument, Maturity Date | Jan. 31, 2028 | ||
Note Payable to the Sellers of Kinetic | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Sep. 27, 2027 | ||
Note Payable to the Sellers of Kinetic | Note Payable to Sellers | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 7% | ||
Debt Instrument, Maturity Date | Sep. 30, 2027 | ||
Isaac Capital Fund [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 12.50% | ||
Debt Instrument, Maturity Date | May 01, 2025 | ||
Isaac Capital Fund [Member] | Flooring Liquidators | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 12% | ||
Debt Instrument, Maturity Date | Jan. 31, 2028 | ||
Isaac Capital Fund [Member] | Revolver | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 12% | ||
Debt Instrument, Maturity Date | Apr. 30, 2024 | ||
Spriggs Investments L L C [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 10% | ||
Debt Instrument, Maturity Date | Jul. 31, 2024 | ||
Spriggs Investments L L C [Member] | Flooring Liquidators | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Interest Rate During Period | 12% | ||
Debt Instrument, Maturity Date | Jul. 31, 2024 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties - Schedule of Future Maturities of Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Sep. 30, 2022 |
Debt Instrument [Line Items] | ||
Total future maturities of long-term debt, related parties | $ 48,000 | $ 7,000 |
Notes Payable, Related Parties | ||
Debt Instrument [Line Items] | ||
2023 | 0 | |
2024 | 4,000 | |
2025 | 2,000 | |
2026 | 0 | |
2027 | 3,000 | |
Thereafter | 39,000 | |
Total future maturities of long-term debt, related parties | $ 48,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Class Of Stock [Line Items] | |||
Treasury Stock | 646,355 | 620,971 | |
Repurchase of common stock | 25,384 | 65,668 | |
Payment for repurchase of common stock | $ 639,000 | $ 2,084,000 | |
Payment for repurchase of common stock | $ 639,000 | $ 2,100,000 | |
Series E Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, outstanding | 47,840 | 47,840 | |
Preferred stock, issued | 47,840 | 47,840 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 109,000 | $ 19,000 | $ 109,000 | $ 37,000 |
Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 960,000 | $ 960,000 | ||
2014 Omnibus Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 300,000 | 300,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Shares | ||||
Outstanding, beginning balance | 87,500 | 87,500 | ||
Outstanding, ending balance | 87,500 | 87,500 | 87,500 | |
Exercisable | 87,500 | 87,500 | ||
Outstanding, ending balance | 87,500 | 87,500 | 87,500 | |
Weighted Average Exercise Price | ||||
Outstanding, beginning balance | $ 18.81 | $ 18.81 | ||
Outstanding, ending balance | 18.81 | 18.81 | $ 18.81 | |
Exercisable | 18.81 | 18.81 | ||
Outstanding, ending balance | $ 18.81 | $ 18.81 | $ 18.81 | |
Weighed Average Remaining Contractual Life | ||||
Outstanding, ending balance | 10 months 6 days | 9 months 10 days | 1 year 9 months 10 days | |
Exercisable | 9 months 10 days | |||
Outstanding, ending balance | 10 months 6 days | 9 months 10 days | 1 year 9 months 10 days | |
Intrinsic value outstanding balance | $ 1,160 | $ 771 | $ 1,626 | $ 771 |
Exercisable | $ 1,160 | $ 771 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of weighted average fair value ("WAFV") of unvested restricted stock awards (Details) | 3 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Weighted-Average Fair Value | |
Beginning of period | $ / shares | $ 0 |
Granted | $ / shares | 36.62 |
Vested | $ / shares | 0 |
Ending of period | $ / shares | $ 36.62 |
Series A Restricted Stock Awards | |
Number of Shares | |
Outstanding, beginning balance | shares | 0 |
Granted | shares | 27,307 |
Vested | shares | 0 |
Outstanding, ending balance | shares | 27,307 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Basic | ||||
Net income | $ 1,558 | $ 15,358 | $ 3,402 | $ 21,904 |
Less: preferred stock dividends | 0 | 0 | 0 | 0 |
Net income applicable to common stock | $ 1,558 | $ 15,358 | $ 3,402 | $ 21,904 |
Weighted Average Number of Shares Outstanding, Basic | 3,143,911 | 3,134,540 | 3,101,007 | 3,148,059 |
Basic earnings per share | $ 0.50 | $ 4.90 | $ 1.10 | $ 6.96 |
Diluted | ||||
Net income applicable to common stock | $ 1,558 | $ 15,358 | $ 3,402 | $ 21,904 |
Add: preferred stock dividends | 0 | 0 | 0 | 0 |
Net income applicable for diluted earnings per share | $ 1,558 | $ 15,358 | $ 3,402 | $ 21,904 |
Weighted average common shares outstanding | 3,143,911 | 3,134,540 | 3,101,007 | 3,148,059 |
Add: Options | 40,832 | 38,102 | 36,379 | 38,825 |
Assumed weighted average common shares outstanding | 3,184,982 | 3,172,881 | 3,137,625 | 3,187,123 |
Diluted earnings per share | $ 0.49 | $ 4.84 | $ 1.08 | $ 6.87 |
Series B Preferred Stock [Member] | ||||
Diluted | ||||
Add: Preferred Stock | 0 | 0 | 0 | 0 |
Series B Preferred Stock Warrants [Member] | ||||
Diluted | ||||
Add: Preferred Stock | 0 | 0 | 0 | 0 |
Series E Preferred Stock [Member] | ||||
Diluted | ||||
Add: Preferred Stock | 239 | 239 | 239 | 239 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 17,000 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jan. 18, 2023 USD ($) shares | Jun. 28, 2022 USD ($) | Apr. 09, 2020 USD ($) | Mar. 31, 2023 USD ($) ft² shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) ft² $ / shares shares | Mar. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Jan. 19, 2023 USD ($) | Jul. 10, 2020 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||
Percentage of capital stock outstanding | 48.80% | |||||||||
Common stock issued | shares | 116,441 | 116,441 | ||||||||
Repurchase of common stock | shares | 25,384 | 65,668 | ||||||||
Loan outstanding | $ 98,408 | $ 98,408 | $ 79,265 | |||||||
Interest rate | 12% | 10% | ||||||||
Notes payable related parties | 48,000 | 48,000 | 7,000 | |||||||
Inventory net | 115,050 | 115,050 | 97,659 | |||||||
ICG Flooring Liquidators Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan outstanding | $ 5,000 | |||||||||
Interest rate | 12% | |||||||||
Maturity date | Jan. 18, 2028 | |||||||||
Notes payable related parties | 5,000 | 5,000 | ||||||||
Note Payable to the Sellers of Kinetic | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan maximum borrowing amount | $ 3,000 | |||||||||
Interest rate | 7% | |||||||||
Maturity date | Sep. 27, 2027 | |||||||||
Notes payable related parties | 3,000 | 3,000 | ||||||||
Note Payable to the Sellers of Flooring Liquidators | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan maximum borrowing amount | $ 34,000 | |||||||||
Interest rate | 8.24% | |||||||||
Maturity date | Jan. 18, 2028 | |||||||||
Notes payable related parties | $ 31,800 | $ 31,800 | ||||||||
Debt fair value | $ 31,700 | |||||||||
Debt unamortized discount | 2,300 | |||||||||
Interest expense | $ 2,300 | |||||||||
Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate | 12% | 12% | ||||||||
Maturity date | Apr. 08, 2024 | |||||||||
Credit line maximum | $ 11,000 | |||||||||
Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Repurchase of common stock | shares | 25,000 | |||||||||
Jon Isaac | Common Stock | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock issued | shares | 219,177 | |||||||||
Repurchase of common stock | shares | 25,000 | |||||||||
Exercise price of common stock | $ / shares | $ 10 | |||||||||
ICG | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan outstanding | $ 2,000 | $ 2,000 | ||||||||
ICG | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate | 10% | |||||||||
Maturity date | Apr. 30, 2023 | |||||||||
Credit line maximum | $ 1,000 | |||||||||
Spriggs Promissory Note | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan maximum borrowing amount | $ 2,000 | |||||||||
Original principal amount | 2,000 | |||||||||
Spriggs Promissory Note II | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loan maximum borrowing amount | $ 1,000 | |||||||||
Interest rate | 12% | |||||||||
Original principal amount | $ 1,000 | |||||||||
Isaac Capital Fund, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Interest rate | 12.50% | 12.50% | ||||||||
Maturity date | May 01, 2025 | |||||||||
Notes payable related parties | $ 2,000 | $ 2,000 | 2,000 | |||||||
Isaac Capital Fund, LLC | Revolving Credit Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable related parties | $ 1,000 | $ 1,000 | 0 | |||||||
Isaac Capital Fund, LLC | Mezzanine Loan | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable related parties | 2,000 | |||||||||
JanOne Inc | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Rentable square feet of office space | ft² | 9,900 | 9,900 | ||||||||
Square feet of total office space | ft² | 16,500 | 16,500 | ||||||||
JanOne Inc | Rent Income | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party income from rent and other reimbursed expenses | $ 112,000 | $ 75,000 | $ 256,000 | $ 144,000 | ||||||
Spriggs Investments, LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Maturity date | Jul. 31, 2024 | |||||||||
Notes payable related parties | 2,000 | $ 2,000 | 2,000 | |||||||
Original principal amount | $ 2,000 | |||||||||
ARCA Recycling Inc [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Inventory net | 99,000 | 99,000 | ||||||||
Allowance due from related parties | $ 267,000 | $ 267,000 |
Commitments and Contingencies (
Commitments and Contingencies (Additional Information) (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Oct. 10, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Payment to shareholders for certain indemnity holdback | $ 2,500,000 | |
Payment for settlement agreement | $ 1,000,000 | |
Additional Payment For Settlement | 1,000,000 | |
Initial payment | $ 1,000,000 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 6 Months Ended |
Mar. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Segment Reporting - Summary of
Segment Reporting - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 91,122 | $ 69,706 | $ 160,108 | $ 144,864 |
Total gross profit | 31,608 | 24,953 | 53,552 | 52,569 |
Total operating income | 4,952 | 8,449 | 9,519 | 18,856 |
Total depreciation and amortization | 3,645 | 1,496 | 6,297 | 3,045 |
Total interest expenses | 3,235 | 858 | 5,282 | 1,875 |
Total net income before provision for income taxes | 2,108 | 18,881 | 4,567 | 28,387 |
Retail-Entertainment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 19,188 | 20,741 | 42,461 | 46,952 |
Total gross profit | 10,654 | 11,110 | 22,864 | 24,500 |
Total operating income | 2,327 | 3,132 | 5,991 | 7,942 |
Total depreciation and amortization | 321 | 296 | 633 | 636 |
Total interest expenses | 152 | 84 | 306 | 236 |
Total net income before provision for income taxes | 2,178 | 14,593 | 5,716 | 19,293 |
Retail-Flooring [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 20,769 | 20,769 | ||
Total gross profit | 7,742 | 7,742 | ||
Total operating income | (216) | (216) | ||
Total depreciation and amortization | 995 | 995 | ||
Total interest expenses | 1,021 | 1,021 | ||
Total net income before provision for income taxes | (1,390) | (1,390) | ||
Flooring Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 30,340 | 32,772 | 56,772 | 65,644 |
Total gross profit | 7,328 | 8,580 | 11,989 | 17,609 |
Total operating income | 2,406 | 3,875 | 3,158 | 8,483 |
Total depreciation and amortization | 1,082 | 780 | 2,193 | 1,559 |
Total interest expenses | 1,067 | 462 | 2,054 | 893 |
Total net income before provision for income taxes | 1,214 | 3,337 | 901 | 7,382 |
Steel Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 19,916 | 14,027 | 37,897 | 26,393 |
Total gross profit | 5,647 | 4,252 | 10,040 | 7,867 |
Total operating income | 2,814 | 2,719 | 4,270 | 4,373 |
Total depreciation and amortization | 1,114 | 281 | 2,207 | 515 |
Total interest expenses | 841 | 182 | 1,628 | 479 |
Total net income before provision for income taxes | 1,715 | 2,002 | 1,983 | 3,315 |
Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 909 | 2,166 | 2,209 | 5,875 |
Total gross profit | 237 | 1,011 | 917 | 2,593 |
Total operating income | (2,379) | (1,277) | (3,684) | (1,942) |
Total depreciation and amortization | 133 | 139 | 269 | 335 |
Total interest expenses | 154 | 130 | 273 | 267 |
Total net income before provision for income taxes | $ (1,609) | $ (1,051) | $ (2,643) | $ (1,603) |