Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 13, 2022 | Mar. 31, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | Live Ventures Incorporated | ||
Entity Central Index Key | 0001045742 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2022 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Trading Symbol | LIVE | ||
Security12b Title | Common Stock, $0.001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-33937 | ||
Entity Incorporation, State or Country Code | NV | ||
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 | ||
Entity Public Float | $ 55,025,609 | ||
Documents Incorporated by Reference | None | ||
Entity Common Stock, Shares Outstanding | 3,052,328 | ||
Auditor Firm ID | 215 | ||
Auditor Location | Atlanta, Georgia | ||
Auditor Name | Frazier & Deeter, LLC |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Assets | ||
Cash | $ 4,600 | $ 4,664 |
Trade receivables, net of allowance for doubtful accounts of $132,000 at September 30, 2022 and $61,000 at September 30, 2021 | 25,665 | 21,559 |
Inventories, net of reserves of $2.4 million at September 30, 2022, and $1.8 million at September 30, 2021 | 97,659 | 70,747 |
Income taxes receivable | 4,403 | 0 |
Prepaid expenses and other current assets | 2,477 | 1,640 |
Debtor in possession assets | 0 | 180 |
Total current assets | 134,804 | 98,790 |
Property and equipment, net of accumulated depreciation of $26.8 million at September 30, 2022, and $20.6 million at September 30, 2021 | 64,590 | 35,632 |
Right of use asset - operating leases | 33,659 | 30,466 |
Deposits and other assets | 647 | 682 |
Intangible assets, net of accumulated amortization of $2.1 million at September 30, 2022, and $2.2 million at September 30, 2021 | 3,844 | 4,697 |
Goodwill | 41,093 | 41,471 |
Total assets | 278,637 | 211,738 |
Liabilities: | ||
Accounts payable | 10,899 | 10,644 |
Accrued liabilities | 16,486 | 17,048 |
Income taxes payable | 0 | 876 |
Current portion of long-term debt | 18,935 | 16,055 |
Current portion of notes payable related parties | 2,000 | 2,000 |
Current portion of lease obligations - operating leases | 7,851 | 7,202 |
Current portion of lease obligations - finance leases | 217 | 0 |
Debtor in possession liabilities | 0 | 11,135 |
Total current liabilities | 56,388 | 64,960 |
Long-term debt, net of current portion | 62,704 | 37,559 |
Lease obligation long term - operating leases | 30,382 | 26,996 |
Lease obligation long term - finance leases | 19,568 | 2,347 |
Notes payable related parties, net of current portion | 2,000 | 2,000 |
Deferred tax liability | 8,818 | 2,796 |
Other non-current obligations | 1,615 | 0 |
Total liabilities | 181,475 | 136,658 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 10,000,000 shares authorized, 3,074,833 shares issued and outstanding at September 30, 2022; 1,582,334 issued and outstanding at September 30, 2021 | 2 | 2 |
Paid-in capital | 65,321 | 65,284 |
Treasury stock common 620,971 shares as of September 30, 2022 and 534,520 shares as of September 30, 2021 | (7,215) | (4,519) |
Accumulated earnings | 39,509 | 14,768 |
Total stockholders' equity | 97,610 | 75,528 |
Non-controlling interest | (448) | (448) |
Total stockholders' equity | 97,162 | 75,080 |
Total liabilities and stockholders' equity | 278,637 | 211,738 |
Series B Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Series E Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | 0 | 0 |
Treasury stock Series E preferred 50,000 shares as of September 30, 2022 and September 30, 2021 | $ (7) | $ (7) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Stockholders' equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,074,833 | 1,582,334 |
Common stock, shares outstanding | 3,074,833 | 1,582,334 |
Treasury stock, shares | 620,971 | 534,520 |
Trade receivables, net of allowance for doubtful account | $ 132,000 | $ 61,000 |
Inventories, net of reserves | 2,400 | 1,800 |
Property and equipment, net of accumulated depreciation | 26,800 | 20,600 |
Intangible assets, net of accumulated amortization | $ 2,149 | $ 2,239 |
Series B Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 315,790 |
Preferred stock, outstanding | 0 | 315,790 |
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 | 50,000 | 50,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 286,913 | $ 272,981 |
Cost of revenues | 189,086 | 173,518 |
Gross profit | 97,827 | 99,463 |
Operating expenses: | ||
General and administrative expenses | 54,531 | 52,246 |
Sales and marketing expenses | 12,459 | 11,427 |
Impairment expense | (4,910) | 0 |
Total operating expenses | 71,900 | 63,673 |
Operating income | 25,927 | 35,790 |
Other income (expense): | ||
Interest expense, net | (4,209) | (5,205) |
Gain on Payroll Protection Program loan forgiveness | 0 | 6,150 |
Gain on bankruptcy settlement | 11,352 | 1,765 |
Loss on debt extinguishment | (84) | 0 |
Other income (expense), net | (1,370) | 1,179 |
Total other income, net | 5,689 | 3,889 |
Income before income taxes | 31,616 | 39,679 |
Provision for income taxes | 6,875 | 8,662 |
Net income | 24,741 | 31,017 |
Net loss attributable to non-controlling interest | 0 | 180 |
Net income attributable to Live stockholders | $ 24,741 | $ 31,197 |
Income per share: | ||
Basic | $ 7.94 | $ 19.92 |
Diluted | $ 7.84 | $ 9.80 |
Weighted average common shares outstanding: | ||
Basic | 3,116,214 | 1,566,288 |
Diluted | 3,155,535 | 3,182,546 |
Dividends declared - Common stock | $ 0 | $ 0 |
Series B Convertible Preferred Stock | ||
Weighted average common shares outstanding: | ||
Dividends declared - convertible preferred stock | 0 | 0 |
Series E Convertible Preferred Stock | ||
Weighted average common shares outstanding: | ||
Dividends declared - convertible preferred stock | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Series B Preferred Stock | Series E Preferred Stock | Common Stock | Paid-In Capital | Common stock Treasury stock | Series E Preferred Stock Treasury Stock | Accumulated Earnings (Deficit) | Non-controlling Interest |
Beginning balance, value at Sep. 30, 2020 | $ 43,672 | $ 2 | $ 64,472 | $ (4,098) | $ (7) | $ (16,429) | $ (268) | ||
Beginning Balance, shares at Sep. 30, 2020 | 214,244 | 47,840 | 1,589,101 | ||||||
Series E preferred stock dividends | 0 | ||||||||
Stock based compensation | 489 | 489 | |||||||
Stock options exercised | $ 323 | 323 | |||||||
Stock options exercised, shares | 28,668 | 28,668 | |||||||
Warrants exercised, shares | 101,546 | ||||||||
Purchase of common treasury stock | $ (421) | (421) | |||||||
Purchase of common treasury stock, shares | (35,435) | ||||||||
Net income | 31,017 | 31,197 | (180) | ||||||
Ending balance, value at Sep. 30, 2021 | 75,080 | $ 2 | 65,284 | (4,519) | (7) | 14,768 | (448) | ||
Ending balance, shares at Sep. 30, 2021 | 315,790 | 47,840 | 1,582,334 | ||||||
Series E preferred stock dividends | 0 | ||||||||
Stock based compensation | 37 | 37 | |||||||
Conversion of Series B preferred stock | 315,790 | 1,578,950 | |||||||
Purchase of common treasury stock | (2,696) | (2,696) | |||||||
Purchase of common treasury stock, shares | (86,451) | ||||||||
Net income | 24,741 | 24,741 | 0 | ||||||
Ending balance, value at Sep. 30, 2022 | $ 97,162 | $ 2 | $ 65,321 | $ (7,215) | $ (7) | $ 39,509 | $ (448) | ||
Ending balance, shares at Sep. 30, 2022 | 0 | 47,840 | 3,074,833 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net income | $ 24,741,000 | $ 31,017,000 |
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition: | ||
Depreciation and amortization | 7,168,000 | 6,791,000 |
Loss on disposal of property and equipment | 510,000 | (337,000) |
Amortization of debt issuance costs | (78,000) | 659,000 |
Gain on Payroll Protection Program loan forgiveness | 0 | (6,150,000) |
Loss on impairment of goodwill and intangibles | 4,910,000 | 0 |
Gain on bankruptcy settlement | (11,501,000) | (1,765,000) |
Stock based compensation expense | 37,000 | 489,000 |
Loss on write off of ROU asset | 522,000 | |
Amortization of right of use assets | 9,229,000 | (215,000) |
Change in reserve for uncollectible accounts | 71,000 | 658,000 |
Change in reserve for obsolete inventory | 582,000 | 1,239,000 |
Changes in assets and liabilities, net of acquisitions: | ||
Trade receivables | (1,129,000) | (1,583,000) |
Inventories | (20,213,000) | (8,486,000) |
Prepaid expenses and other current assets | 1,663,000 | 141,000 |
Change in deferred income taxes | 6,022,000 | 3,818,000 |
Deposits and other assets | 34,000 | (457,000) |
Accounts payable | (2,376,000) | 2,771,000 |
Accrued liabilities | (364,000) | (389,000) |
Income taxes payable | (5,279,000) | 140,000 |
Other liabilities | 31,000 | 173,000 |
Net cash provided by operating activities | 14,580,000 | 29,188,000 |
Investing activities: | ||
Better Backers acquisition | (3,166,000) | |
Purchase of intangible assets | 0 | (587,000) |
Purchases of property and equipment | (12,128,000) | (10,834,000) |
Proceeds from the sale of property and equipment | 15,000 | |
Net cash used in investing activities | (40,036,000) | (17,421,000) |
Financing activities: | ||
Net borrowings (payments) under revolver loans | 21,577,000 | (1,355,000) |
Stock options exercised | 0 | 323,000 |
Proceeds from issuance of notes payable | 17,000,000 | 2,259,000 |
Payments on notes payable | (10,503,000) | (11,036,000) |
Purchase of common treasury stock | (2,696,000) | (421,000) |
Payments of related party notes payable | 0 | (5,800,000) |
Payments on financing leases | (61,000) | (117,000) |
Debtor in possession cash | 75,000 | 60,000 |
Net cash provided by (used in) financing activities | 25,392,000 | (16,087,000) |
Net decrease in cash and cash equivalents, including restricted cash | (64,000) | (4,320,000) |
Cash and cash equivalents, including restricted cash, beginning of period | 4,664,000 | 8,984,000 |
Cash and cash equivalents, including restricted cash, end of period | 4,600,000 | 4,664,000 |
Supplemental cash flow disclosures: | ||
Interest paid | 3,962,000 | 4,342,000 |
Income taxes paid, net | 6,149,000 | 1,537,000 |
Noncash financing and investing activities: | ||
Reclassification of land from right of use asset to property and equipment | 0 | 2,029,000 |
Salomon Whitney LLC | ||
Investing activities: | ||
Payment for acquisition | 0 | (6,000,000) |
Kinetic Acquisition | ||
Investing activities: | ||
Payment for acquisition | $ (24,757,000) | $ 0 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation The accompanying 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 four operating segments: Retail, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail segment includes (i) 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 and (ii) ApplianceSmart, Inc. (“ApplianceSmart”), which, until April 1, 2022 when the Company ceased operations, was engaged in the sale of new major appliances through a retail store (see Note 15). The Flooring Manufacturing segment included Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floorcoverings. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The consolidated 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 consolidated financial statements in conformity with U.S. generally accepted accounting principles requires 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 consolidated financial statements and 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 consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated warranty reserve, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment. Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other receivables, advances to affiliates and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, leases, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices are available (Level 2 inputs). The carrying amounts of long-term debt at September 30, 2022 and 2021 approximate fair value. Cash, Cash Equivalents, and Restricted Cash Cash and Cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents and restricted cash approximates carrying value. The Company's restricted cash is required collateral for a standby letter of credit for a customs bond, which is renewed annually. The restricted cash balance is included in the cash balance on the Company's consolidated balance sheets. As of the years ended September 30, 2022 and 2021 , the Company's restricted cash balance was approximately $ 890,000 and $ 735,000 , respectively. Trade Receivables The Company grants trade credit to customers under credit terms that it believes are customary in the industries in which it operates and does not require collateral to support customer trade receivables. Some of the Company’s trade receivables are factored primarily through two factors. Factored trade receivables are sold without recourse for substantially all of the receivables balances for credit approved accounts. The factor purchases the trade receivable(s) for the gross amount of the respective invoice(s), less factoring commissions, trade and cash discounts. The factor charges the Company a factoring commission for each trade account, which is between 0.45 - 0.50 % of the gross amount of the invoice(s) factored on the date of the purchase, plus an additional rate of 0.0125 % for each credit term extension of 30 days, or portion thereof. The minimum annual commission due the factor is approximately $ 200,000 per contract year. The following table details the Company's trade receivables as of September 30, 2022 and 2021 ($000’s): September 30, September 30, Trade receivables, net: Accounts receivable $ 25,797 $ 21,620 Less: Reserve for doubtful accounts ( 132 ) ( 61 ) $ 25,665 $ 21,559 Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts, which includes allowances for accounts and factored trade receivables, customer refunds, dilution and fees from local exchange carrier billing aggregators and other uncollectible accounts. The allowance for doubtful accounts is based upon historical bad debt experience and periodic evaluations of the aging and collectability of the trade receivables. This allowance is maintained at a level which the Company believes is sufficient to cover potential credit losses and trade receivables are only written off to bad debt expense as uncollectible after all reasonable collection efforts have been made. The Company has also purchased accounts receivable credit insurance to cover some non-factored trade and other receivables which helps reduce potential losses due to doubtful accounts. At September 30, 2022 and 2021 , the allowance for doubtful accounts was approximately $ 132,000 and $ 61,000 , respectively. Inventories Inventories are valued at the lower of the inventory’s cost (first in, first out basis or “FIFO”) or net realizable value of the inventory. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Management also reviews inventory to determine if excess or obsolete inventory is present and a reserve is made to reduce the carrying value for inventory for such excess and or obsolete inventory. At years ended September 30, 2022 and 2021 , the inventory reserves were approximately $ 2.4 million and $ 1.8 million, respectively. The following table details the Company's inventories as of September 30, 2022 and 2021 ($000’s): September 30, September 30, Inventory, net Raw materials $ 35,829 $ 18,604 Work in progress 7,539 12,404 Finished goods 32,814 22,584 Merchandise 23,900 18,948 100,082 72,540 Less: Inventory reserves ( 2,423 ) ( 1,793 ) $ 97,659 $ 70,747 Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements are three to 40 years , transportation equipment is five to 10 years , machinery and equipment are three to 10 years , furnishings and fixtures are three to five years , and office and computer equipment are three to five years . The Company periodically reviews its property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. The Company assesses recoverability based on several factors, including its intention with respect to its stores and those stores projected undiscounted cash flows. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. Goodwill The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Under ASC 350, goodwill is not amortized; rather, it is tested for impairment on at least an annual basis. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of business acquired. The Company tests goodwill during the fourth quarter of each fiscal year or more frequently if events arise or circumstances change that indicate that goodwill may be impaired. The Company assesses whether goodwill impairment exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed, as required by ASC 350, to determine whether a goodwill impairment exists. The quantitative test is used to compare the carrying amount of the reporting unit's assets to the fair value of the reporting unit. If the fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. An impairment loss occurs if the amount of the recorded goodwill exceeds the implied goodwill. The determination of the fair value of the Company's reporting units is based, among other things, on estimates of the future operating performance of the reporting unit being valued. A goodwill impairment test is required to be completed, at minimum, once annually, and any resulting impairment loss recorded upon completion of the assessment. Changes in market conditions, among other factors, may have an impact on these estimates and require interim impairment assessments. When performing the two-step quantitative impairment test, the Company's methodology includes the use of an income approach which discounts future net cash flows to their present value at a rate that reflects the Company's cost of capital, otherwise known as the discounted cash flow method (“DCF”). These estimated fair values are based on estimates of future cash flows of the businesses. Factors affecting these future cash flows include the continued market acceptance of the products and services offered by the businesses, the development of new products and services by the businesses and the underlying cost of development, the future cost structure of the businesses, and future technological changes. The Company also incorporates market multiples for comparable companies in determining the fair value of our reporting units. Any such impairment would be recognized in full in the reporting period in which it has been identified. Intangible Assets The Company’s intangible assets consist of customer relationship intangibles, favorable leases, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, estimates are made in valuing acquired intangible assets, which include but are not limited to, future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – three to 20 years ; software – three to 5 years , customer relationships – seven to 15 years , favorable leases – over the life of the lease , customer lists – to 20 years , trade names – to 20 years . Revenue Recognition General The Company accounts for its sales revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”) . Topic 606 provides a five-step revenue recognition model that is applied to the Company’s customer contracts. Under this model we (i) identify the contract with the customer, (ii) identify our performance obligations in the contract, (iii) determine the transaction price for the contract, (iv) allocate the transaction price to our performance obligations and (v) recognize revenue when or as we satisfy our performance obligations. Revenue is recognized upon transfer of control of the promised goods or the performance of the services to customers in an amount that reflects the consideration expected to be receive in exchange for those goods or services. The Company enters into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Retail Segment The Retail Segment derives revenue primarily from direct sales of entertainment and appliance products and services, including shipping and handling amounts, which are recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title or use rights, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of sales taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Flooring and Steel Manufacturing Segments The Flooring Manufacturing Segment derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segments derives revenue primarily from the sale of steel plates, ground flat stock and drill rods, including shipping and handling amounts. Revenue is recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Spare Parts For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company has no additional performance obligations other than spare parts sales that are material in the context of the contract. The amount of consideration received and revenue recognized varies due to sales incentives and returns offered to customers. When customers retain the right to return eligible products, the Company reduces revenue for the estimate of the expected returns, which is primarily based on an analysis of historical experience. Warranties Warranties are classified as either assurance or service type warranties. A warranty is considered an assurance type warranty if it provides the consumer with assurance that the product will function as intended. A warranty that goes above and beyond ensuring basic functionality is considered a service type warranty. The Company offers certain limited warranties that are assurance type warranties and extended service arrangements that are service type warranties. Assurance type warranties are not accounted for as separate performance obligations under the revenue model. If a service type warranty is sold with a product or separately, revenue is recognized over the life of the warranty. The Company evaluates warranty offerings in comparison to industry standards and market expectations to determine appropriate warranty classification. Industry standards and market expectations are determined by jurisdictional laws, competitor offerings and customer expectations. Market expectations and industry standards can vary based on product type and geography. The Company primarily offers assurance type warranties. A warranty reserve of approximately $ 35,000 and $ 105,000 is included in accrued liabilities on the consolidated balance sheet at September 30, 2022 and 2021 , respectively. Shipping and Handling The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. Customer Liabilities The Company recognizes the portion of the dollar value of prepaid stored-value products that ultimately is unredeemed (“breakage”) in accordance with ASU 2016-04 Liabilities- Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. Because the Company expects to be entitled to a breakage amount for a liability resulting from the sale of a prepaid stored-value product, the Company utilized the Redemption Pattern methodology. Under this methodology, the Company shall derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. The Company establishes a liability upon the issuance of merchandise credits and the sale of gift cards. Breakage income related to gift cards which are no longer reportable under state escheatment laws of approximately $ 65,000 and $ 10,000 for the years ended September 30, 2022 and 2021 , respectively, is recorded in other income in our consolidated financial statements. Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense totaled approximately $ 445,000 and $ 350,000 for the years ended September 30, 2022 and 2021 , respectively. Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value of inventory acquired as part of a business combination is based on a three-part valuation utilizing the comparable sales method which is based on Level 2 and Level 3 inputs. The comparative sales method utilizes the actual or expected selling prices of finished goods to customers in the ordinary course of business as the base amount that must be adjusted for factors that are generally relevant in determining the Fair Value of the inventory including: • the time that would be required to dispose of this inventory; • the expenses that would be expected to be incurred in the disposition; and • a profit commensurate with the amount of investment in the assets and the degree of risk. The fair value of property, plant and equipment, and goodwill acquired as part of a business combination is based on a third-party valuation utilizing the indirect method of cost approach which is based on Level 2 and Level 3 inputs. In the indirect method of Cost Approach, the Reproduction Cost New for each asset or group of assets is determined by indexing the original capitalized cost basis. The cost basis generally includes the base cost of the asset and certain contributory costs, such as sales tax, freight and handling charges, installation, general contractor’s costs, and engineering and design costs. The index factors used in this analysis are based on the asset type and manufacture date. Index factors were derived from various published sources including Marshall Valuation Service and the Bureau of Labor Statistics. The fair value of debt assumed as part of a business combination is discounted utilizing implied interest rates, as applicable, which is based on Level 1 and Level 2 inputs . Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. Lease Accounting The Company leases retail stores, manufacturing and warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2046 with various renewal options for additional periods. The agreements, which are classified as either operating or finance leases, generally provide for minimum and, in some cases percentage rent and require it to pay all insurance, taxes and other maintenance costs. For contracts entered into on or after October 1, 2019, the Company assesses at contract inception whether the contract is, or contains, a lease. Generally, it determines that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) obtains the right to substantially all economic benefits from use of the asset and (iii) it has the right to direct the use of the asset. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs, such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities as of October 1, 2019 were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain of the Company’s real estate lease agreements require variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes, the Company’s proportionate share of actual property taxes, insurance, common area maintenance, and utilities. The Company has elected an accounting policy, as permitted by ASC 842, not to account for such payments as part of related lease payments. Consequently, such payments are recognized as operating expenses when incurred. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Amortization of the right-of-use asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense and related lease payments during the accounting period, and any impairments. Finance lease payments are allocated between a reduction of the lease liability and interest expense, and the related asset is depreciated as described under “Property and Equipment” above. Stock-Based Compensation The Company from time to time grants restricted stock awards and options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period. Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per share ”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period, except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis. Segment Reporting ASC Topic 280, “ Segment Reporting ,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it has three operating segments (See Note 19). Concentration of Credit Risk The Company maintains cash balances in bank accounts in each state the Company has business operations. Accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000 per institution as of September 30, 2022 . At times, balances may exceed federally insured limits. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses instead of incurred losses. It also modified the impairment model for available-for-sale debt securities and provided a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU No. 2016-13 is effective for smaller reporting companies for fiscal years beginning after December 15, 2021 and the interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures; however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements. 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 is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures, however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for the Company’s fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures, however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements . |
Leases
Leases | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases As discussed in Note 5 below, on June 28, 2022, Precision acquired all of the capital stock of Kinetic and certain Real Estate assets used in its operations. As of the date of execution of the Real Estate purchase, Precision sold the Real Estate, in exchange for which Precision entered into a 20-year lease, with two options to renew for an additional five years each, which the Company is reasonably certain to exercise. This transaction is being treated as a sales and leaseback arrangement for accounting purposes, as described in ASC 842 “ Leases”. As discussed in Note 5 below, on July 1, 2022, Marquis acquired certain assets and intellectual property related to the carpet-backing operations of Better Backers. In connection with the acquisition, Marquis entered into two 20-year building leases, with two options to renew for an additional five years each, which the Company is reasonably certain to exercise. These leases are being treated as finance leases for accounting purposes, as described in ASC 842 “ Leases”. The weighted average remaining lease term for operating leases is 11.2 years. The Company’s weighted average discount rate for operating leases is 6.15 %. Total cash payments for operating leases for the year ended September 30, 2022 were approximately $ 9.9 million. The weighted average remaining lease term for finance leases is 29.3 years. The Company’s weighted average discount rate for finance leases is 13.55 %. Total cash payments for finance leases for the year ended September 30, 2022 were approximately $ 519,000 . The following table details the Company's right of use assets and lease liabilities as of September 30, 2022 and 2021, respectively (in $000’s): September 30, September 30, Right of use asset - operating leases $ 33,659 $ 30,466 Lease liabilities: Current - operating 7,851 7,202 Current - finance 217 — Long term - operating 30,382 26,996 Long term - finance 19,568 2,347 Total present value of future lease payments of operating leases as of September 30, 2022 (in 000’s): Twelve months ended September 30, 2023 $ 10,056 2024 8,584 2025 6,701 2026 5,171 2027 4,069 Thereafter 19,812 Total 54,393 Less implied interest ( 16,160 ) Present value of payments $ 38,233 Total present value of future lease payments of finance leases as of September 30, 2022 (in 000’s): Twelve months ended September 30, 2023 $ 1,942 2024 2,012 2025 2,088 2026 2,806 2027 1,955 Thereafter 71,623 Total 82,426 Less implied interest ( 62,641 ) Present value of payments $ 19,785 During the year ended September 30, 2022 , in connection with the winding down of ApplianceSmart's operations (see Note 17), the Company recorded a loss on write-off of an ROU of approximately $ 522,000 related to the decision to close the one remaining ApplianceSmart retail location in operation. There were no such transactions during the year ended September 30, 2021 . |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entity | Note 4: Variable Interest Entity On June 14, 2021 (the “Execution Date”), the Company agreed to acquire 100 % of the outstanding membership interests in Salomon Whitney LLC, a New York limited liability company d/b/a SW Financial (“SW Financial”), for approximately $ 7.0 million. SW Financial is a broker-dealer that is registered with the U.S. Securities and Exchange Commission (“SEC”), as SEC #8-67688, and with the Financial Industry Regulatory Authority, Inc. (“FINRA”), having Central Registration Depository #145012. On the Execution Date, SW Affiliated Holdings LLC, a Nevada limited liability company and a wholly-owned subsidiary of the Company (the “Purchaser”), entered into a definitive Membership Interest Purchase Agreement (the “Purchase Agreement”) with Angia Holdings LLC, a New York limited liability company (the “Seller”), and SW Financial. Pursuant to the Purchase Agreement, the Purchaser agreed to acquire from the Seller all of the outstanding membership interests (the “Units”) in SW Financial on the following terms: on the Execution Date, the Purchaser acquired 24.9 % of the Units in exchange for, among other consideration described in the Purchase Agreement, an initial payment to the Seller of approximately $ 1.7 million and a non-refundable deposit to the Seller in the amount of approximately $ 4.2 million; the remaining 75.1 % of the Units (the “Remaining Units”) were deposited into escrow with the Seller’s legal counsel; and an additional $ 1.0 million will be paid to the Seller at the earliest of FINRA’s approval of the change in control of SW Financial, or December 31, 2021, of which $ 200,000 has already be paid. The closing (the “Closing”) of the acquisition of the Remaining Units by the Purchaser is subject to customary conditions, including, approval by FINRA. On the Execution Date, the Purchaser and the Seller entered into an amended and restated operating agreement (the “Operating Agreement”) of SW Financial that governs the management of SW Financial from and after the Effective Date. On the Execution Date, the two principals of the Seller entered into employment agreements with SW Financial. Each employment agreement provides that each principal shall be entitled to, among other things, an annual base salary, a cash bonus equal to a specified percentage of SW Financials’ annual adjusted earnings before interest, income taxes, depreciation, and amortization for a specified period, and severance benefits if an employee is terminated without cause, contingent upon the relevant principal agreeing to a general release of claims in favor of SW Financial following termination of employment in certain circumstances. Each employment agreement also contains confidentiality, non-competition, non-solicitation, and non-disparagement provisions. The Company determined that SW Financial should be accounted for as a VIE because the equity holder lacks the power to direct the activities that most significantly impact SW Financial's economic performance. This conclusion is based upon SW Financial’s amended and restated operating agreement for which the Company has representation for three of five board members, which conveys to the Company all significant operating decisions and responsibilities. In addition, the purchase price is fixed at $7.0 million and if FINRA does not approve, the Company has the ability to reapply for approval as well as sell the company. In the event of a sale, the Company is entitled to all proceeds and therefore bares the risk and reward of SW Financial. As such, the Company determined that it is the primary beneficiary of SW Financial as it has both the power to direct the activities that most significantly impact SW Financial’s economic performance and the obligation to absorb profits and/or losses of SW Financial that could potentially be significant to SW Financial. SW Financial meet’s the definition of a business as per FASB Topic ASC 810, Consolidation (Topic 810) ("ASC 810"), and therefore the Company applied the guidance in ASC 810 for initial consolidation of a VIE that is a business when consolidating SW Financial’s financial statements for the years ended September 30, 2022 and 2021. Under the purchase price allocation, the Company recognized goodwill of approximately $ 3.7 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 June 14, 2021 as calculated by a third-party appraisal firm. The table below outlines the purchase price allocation of the purchase for SW Financial to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Total purchase price $ 7,000 Accounts payable 12 Accrued liabilities 1,031 Total liabilities assumed 1,043 Total consideration 8,043 Accounts receivable 756 Intangible assets 3,570 Total assets acquired 4,326 Total goodwill $ 3,717 Goodwill arising from the acquisition is expected to be fully deductible for tax purposes. The assets acquired and liabilities assumed were classified within the fair value hierarchy table below in accordance with our fair value measurements policy (see Note 2). Level 1 Level 3 Total Accounts receivable, net $ 756 $ — $ 756 Intangible assets — 3,570 3,570 Accounts payable 12 — 12 Accrued liabilities 1,031 — 1,031 As of September 30, 2022 , the Company has withdrawn its application for FINRA approval, and is assessing its strategic options going forward. The balance of the additional $ 1.0 million due to the Seller, as discussed above, was paid in January 2021, per mutual agreement between the Company and the Seller. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Note 5: Acquisitions 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 $ 25.0 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 , and a working capital adjustment of approximately $ 400,000 , which was paid in cash. 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 $ 3.3 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 September 30, 2022 (in $000’s): Total purchase price $ 25,044 Accounts payable 571 Accrued liabilities 1,848 Total liabilities assumed 2,419 Total consideration 27,463 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 $ 3,339 Proforma Information The table below presents selected proforma information for the Company for the years ended September 30, 2022 and 2021, assuming that the acquisition had occurred on October 1, 2020 (the beginning of the Company’s 2021 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. Year Ended September 30, 2022 As Reported Adjustments Proforma Live (1) Kinetic (2) Adjustments (3) Total Net revenue $ 286,913 $ 15,418 $ 302,331 Net income $ 24,741 $ 1,374 $ ( 207 ) $ 25,908 Earnings per basic $ 7.94 $ 8.31 Earnings per basic $ 7.84 $ 8.21 As Reported Adjustments Proforma Year Ended September 30, 2021 Live (4) Kinetic (5) Adjustments (3) Total Net revenue $ 272,981 $ 22,579 $ 295,560 Net income $ 31,017 $ 3,796 $ ( 277 ) $ 34,536 Earnings per basic $ 19.92 $ 22.05 Earnings per basic $ 9.80 $ 10.85 (1) Live for the year ended September 30, 2022. Includes Kinetic from June 29, 2022 through September 30, 2022. (2) Kinetic from October 1, 2021 through the acquisition date of June 28, 2022. (3) Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, (b) interest expense to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company, and (c) certain other expenses to reflect the post-acquisition operating environment. (4) Live for the year ended September 30, 2021. (5) Kinetic for the period of October 1, 2020 through September 30, 2021. 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 the 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 16), 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 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and 2021, respectively (in $000’s): September 30, September 30, Property and equipment, net: Building and improvements $ 26,761 $ 11,737 Land 2,029 2,029 Transportation equipment 622 450 Machinery and equipment 53,739 35,284 Furnishings and fixtures 4,407 3,907 Office, computer equipment and other 3,699 2,792 91,257 56,199 Less: Accumulated depreciation ( 26,667 ) ( 20,567 ) $ 64,590 $ 35,632 Depreciation expense was approximately $ 6.2 million and $ 6.3 million for the years ended September 30, 2022 and 2021 , respectively. |
Intangibles
Intangibles | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Note 7: Intangibles The Company’s intangible assets consist of customer relationship intangibles, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. The following table details the Company's intangible assets as of September 30, 2022 and 2021, respectively (in $000’s): September 30, September 30, Intangible assets, net: Domain name and marketing related intangibles $ 808 $ 260 Customer relationship intangibles 4,598 6,089 Purchased software 587 587 5,993 6,935 Less: Accumulated amortization ( 2,149 ) ( 2,239 ) $ 3,844 $ 4,697 Intangible amortization expense was approximately $ 960,000 and $ 522,000 for the years ended September 30, 2022 and 2021, respectively. In connection with the quantitative assessment for goodwill impairment, as discussed above, the Company performed quantitative impairment testing of SW Financial's other indefinite-lived intangible assets and found these to also be impaired. As such, for the year ended September 30, 2022 , the Company recorded an impairment charge of approximately $ 1.2 million, which included approximately $ 1.1 million in impairment of customer relationships and $ 59,000 of trade names. No such impairment occurred for the year ended September 30, 2021. The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s): As of September 30, 2023 $ 843 2024 686 2025 672 2026 670 2027 565 Thereafter 408 $ 3,844 |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8: Goodwill The following table details the Company's goodwill as of September 30, 2022 (in 000’s): Retail Flooring Manufacturing Steel Manufacturing Corporate Total September 30, 2020 $ 36,947 $ 807 $ — $ — $ 37,754 Additions — — — 3,717 3,717 Impairment — — — — — September 30, 2021 36,947 807 — 3,717 41,471 Additions — — 3,339 — 3,339 Impairment — — — ( 3,717 ) ( 3,717 ) September 30, 2022 $ 36,947 $ 807 $ 3,339 $ — $ 41,093 The Company accounts for purchased goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other ( see Note 2). Goodwill recognized during the year ended September 30, 2022 was approximately $ 3.3 million, and was due to the acquisition of Kinetic. Goodwill recognized during the year ended September 30, 2021 was approximately $ 3.7 million, and was due to the consolidation of SW Financial as a VIE (see Note 4). During the fourth quarter of the year ended September 30, 2022, the Company performed its annual goodwill impairment testing, which resulted in an impairment to SW Financial's goodwill. The results of the impairment test indicated that, due to downturns in the financial market, which caused a reduction in revenue, the carrying value of SW Financial's goodwill exceeded its estimated fair value, and, thus, goodwill was fully impaired. Consequently, as of the year ended September 30, 2022 , the Company recorded an impairment charge in the amount of $ 3.7 million for the full amount of SW Financial's goodwill. No such impairment occurred for the year ended September 30, 2021 . |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities Abstract | |
Accrued Liabilities | Note 9: Accrued Liabilities The following table details the Company's accrued liabilities as of September 30, 2022 and 2021, respectively (in 000’s): September 30, September 30, Accrued liabilities: Accrued payroll and bonuses $ 4,838 $ 4,765 Accrued sales and use taxes 1,905 1,692 Accrued property taxes 321 293 Accrued rent 108 14 Accrued gift card and escheatment liability 1,696 1,593 Accrued interest payable 390 372 Accrued accounts payable and bank overdrafts 1,731 503 Accrued professional fees 1,924 4,937 Customer deposits 384 241 Accrued expenses - other 3,189 2,638 $ 16,486 $ 17,048 ApplianceSmart accrued liabilities of approximately $ 2.6 million is included in debtor in possession liabilities on the Consolidated Balance Sheets at September 30, 2021. ApplianceSmart emerged from bankruptcy during the year ended September 30, 2022 (see Note 17 below). Consequently, no debtor in possession liabilities existed as of September 30, 2022 . |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 10: Long-Term Debt Notes Payable as of September 30, 2022 and 2021 consisted of the following (in $000’s): September 30, September 30, Bank of America Revolver Loan, variable interest rate, matures January 2025 $ 10,143 $ — Encina Business Credit Revolver Loan, LIBOR + 4.5 %- 5.5 %, matures July 2023 — 12,735 Texas Capital Bank Revolver Loan, variable interest rate, matures November 2023 9,391 8,794 Fifth-Third Bank Revolver, variable interest rate, matures January 2027 23,573 — Fifth-Third Bank Term Loan, variable interest rate, matures January 2027 3,167 — Fifth-Third Bank Term Loan, variable interest rate, matures January 2027 3,857 — Fifth-Third Bank Special Advance Term Loan, SOFR + 375 basis points, matures June 2025 917 — Encina Business Credit Term Loan, LIBOR + 6.5 %, matures July 2023 — 1,319 Note Payable to the Sellers of Kinetic, 7.0 % interest rate, matures September 2027 3,000 — Note Payable to the Sellers of Vintage Stock, 8 % interest rate, matures September 2023 — 4,200 Note #3 Payable to Banc of America Leasing & Capital LLC, 4.8 % interest rate, matures December 2023 751 1,320 Note #4 Payable to Banc of America Leasing & Capital LLC, 4.9 % interest rate, matures December 2023 231 406 Note #5 Payable to Banc of America Leasing & Capital LLC, 4.7 % interest rate, matures December 2024 1,406 1,985 Note #6 Payable to Banc of America Leasing & Capital LLC, 4.7 % interest rate, matures July 2024 471 618 Note #7 Payable to Banc of America Leasing & Capital LLC, 3.2 % interest rate, matures February 2027 3,542 4,121 Note #8 Payable to Banc of America Leasing & Capital LLC, 4.0 % interest rate, matures September 2027 2,500 2,943 Note #9 Payable to Banc of America Leasing & Capital LLC, 3.75 % interest rate, matures December 2026 4,815 — Note Payable to Extruded Fibers, 6.78 % interest rate, matures March 2023 — 700 Note payable to the Sellers of Precision Marshall, no state or implied interest rate, buyer holdback 2,500 2,500 Note Payable to Store Capital Acquisitions, LLC, 9.3 % interest rate, matures June 2056 9,171 9,209 Note payable to individual, 11.0 % interest rate, payable on 90-day 207 207 Note payable to individual, 10.0 % interest rate, payable on 90-day 500 500 Note payable to individual, noninterest bearing, monthly payments of $ 19 through March 2023 139 472 Note payable to individual, 7.0 % interest rate, five-year notes, unsecured 198 198 Note payable RSSI/(VSSS), no stated or implied interest rate, matures March 2023 130 130 Notes payable JCM Holdings, 6.0 % interest rate, matures January 2030 1,656 1,833 Total notes payable 82,265 54,190 Less unamortized debt issuance costs ( 626 ) ( 576 ) Net amount 81,639 53,614 Less current portion ( 18,935 ) ( 16,055 ) Long-term portion $ 62,704 $ 37,559 Future maturities of long-term debt at September 30, 2022 are as follows excluding related party debt (in $000’s): Years ending September 30, 2023 $ 18,935 2024 14,130 2025 3,945 2026 3,584 2027 32,025 Thereafter 9,646 Total $ 82,265 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 bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greatest of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50 %, or (iii) 30-day Term SOFR plus 0.11448% credit spread adjustment plus the margin , which varies, depending on the fixed coverage ratio table below (Effective December 31, 2021, SOFR replaced the USD LIBOR for most financial benchmarking) . Levels I – V determine the interest rate to be charged Marquis and is based on the fixed charge coverage ratio achieved. The Level V interest rate is adjusted up or down on a quarterly basis going forward based upon the above fixed coverage ratio achieved by Marquis. The BofA Revolver places certain restrictions and covenants on Marquis, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions, incurrence of additional indebtedness for Marquis to maintain a fixed charge coverage ratio of at least 1.05 to 1 , tested as of the last day of each month for the twelve consecutive months ending on such day. The advance rate in certain circumstances for inventory is 46.7 % for raw materials, 0 % for work-in-process, and 66.4 % for finished goods subject to eligibility, special reserves and advance limit of the lessor of $ 12.5 million or 65 % of the value of eligible inventory. Letters of credit reduce the amount available to borrow under the BofA Revolver by an amount equal to the face value of the letters of credit. Level Fixed Charge Coverage Ratio Term SOFR Revolver Loan Base Rate I <1.20 to 1.00 2.25 % 1.25 % II >1.20 to 1.00 but <1.50 to 1.00 2.00 % 1.00 % III >1.50 to 1.00 but <1.75 to 1.00 1.75 % 0.75 % IV >1.75 to 1.00 but <2.00 to 1.00 1.50 % 0.50 % V >2.00 to 1.00 1.25 % 0.25 % The following tables summarize the BofA Revolver for the years ended and as of September 30, 2022 and 2021, respectively (in $000’s): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 148,015 $ 135,035 Cumulative repayment during the period 136,928 134,843 Maximum borrowed during the period 11,210 — Weighted average interest for the period 3.68 % 0.00 % As of September 30, 2022 2021 Total availability $ 13,804 $ 23,321 Total outstanding 10,143 — Loan with Encina Business Credit, LLC On July 14, 2020, Precision Marshall entered into a Loan and Security Agreement (the “Loan Agreement”) with Encina Business Credit, LLC, as Agent (the “Agent”). The Loan Agreement provides for secured revolving loans (the “Encina Revolver Loans”) in a principal amount not to exceed the lesser of (i) $ 23.5 million and (ii) a borrowing base equal to the sum of (a) 85 % of Precision's eligible accounts receivable, plus (b) 85 % of Precision's eligible inventory, subject to an eligible inventory sublimit that begins at $ 14.0 million and declines to $ 12.0 million during the term of the Loan Agreement, minus (c) customary reserves. The Encina Revolver Loans mature on July 14, 2023 . On January 20, 2022, Precision Marshall refinanced these loans with Fifth-Third Bank (see below). The refinanced credit facility, totaling $ 29 million, is comprised of $ 23.0 million in revolving credit, $ 3.5 million in machinery and equipment (“M&E”) lending, and $ 2.5 million for capital expenditure (“Capex”) lending. The following tables summarize the Encina Revolver Loans as of and for the years ended September 30, 2022 and 2021 (in $000’s): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 18,812 $ 47,008 Cumulative repayment during the period 31,547 49,159 Maximum borrowed during the period 2,000 1,400 Weighted average interest for the period 6.50 % 6.50 % As of September 30, 2022 2021 Total availability $ — $ 3,590 Total outstanding — 12,735 Loan with Fifth Third Bank On January 20, 2022, Precision Marshall refinanced its Encina Business Credit loans with Fifth Third Bank (see above), 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 (see Note 3), 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 September 30, 2022 , the outstanding balance on the revolving loan was approximately $ 23.6 million, and the outstanding balance on the original term note was approximately $ 3.2 million. As of September 30, 2022 , the outstanding balance on the two term loans to fund the Kinetic acquisition were $ 3.9 million and $ 917,000 , respectively. The following tables summarize the Fifth Third Bank Revolver Loan as of and for the years ended September 30, 2022 and 2021 (in $000’s): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 61,745 $ — Cumulative repayment during the period 38,172 — Maximum borrowed during the period 12,937 — Weighted average interest for the period 4.64 % 0.00 % As of September 30, 2022 2021 Total availability $ 4,900 $ — Total outstanding 23,573 — 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 matures, as amended September 30, 2020, on November 3, 2023 . Borrowing availability under the TCB Revolver is limited to a borrowing base that allows Vintage Stock to borrow up to 90 % of the appraisal value of the inventory, plus 85 % of eligible receivables, net of certain reserves. The borrowing base provides for borrowing up to 90 % of the appraisal value during the fiscal months of January through September and 92.5 % of the appraisal value during the fiscal months of October through December. Letters of credit reduce the amount available to borrow under the TCB Revolver by an amount equal to the face value of the letters of credit. The TCB Revolver places certain restrictions on Vintage Stock, including a limitation on asset sales, a limitation of 25 new leases in any fiscal year, additional liens, investment, loans, guarantees, acquisitions and incurrence of additional indebtedness. The following tables summarize the TCB Revolver as of and for the years ended September 30, 2022 and 2021 (in $000's): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 86,390 $ 90,650 Cumulative repayment during the period 85,794 88,971 Maximum borrowed during the period 2,425 8,930 Weighted average interest for the period 3.26 % 2.43 % As of September 30, 2022 2021 Total availability $ 1,707 $ 3,206 Total outstanding 9,391 8,794 Crossroads Revolver On March 15, 2019, ApplianceSmart, Inc. (the “Borrower”), entered into a Loan and Security Agreement (the “Crossroads Revolver”) with Crossroads Financing, LLC (“Crossroads”), providing for a $ 4.0 million revolving credit facility, subject to a borrowing base limitation (the “ABL Facility”). The borrowing base for the ABL Facility at any time equals the lower of (i) up to 75 % of inventory cost or (ii) up to 85 % of net orderly liquidation value, in each case as further described in the Loan Agreement. The Crossroads Revolver matured on March 15, 2021 . Advances under the Crossroads Revolver bore interest at an interest rate equal to the greater of (i) the three-month London Interbank Offered Rate plus 2.19 % or (ii) 5.0 %. In addition to paying interest on the outstanding principal under the ABL Facility, the Borrower was required to pay Lender a servicing fee equal to 1.0 % per month of the amount of the Borrower’s outstanding obligations under the Crossroads Revolver that accrue interest, an annual loan fee of $ 80 and other fees described in the Crossroads Revolver. Advances under the Crossroads Revolver were secured by a pledge of substantially all of the assets of the Borrower. On March 3, 2020, the Company executed a guaranty agreement to Crossroads to induce Crossroads to continue to extend financial accommodations and consent to use of cash collateral to ApplianceSmart. The amount of the guaranty was $ 1.2 million. The guaranty terminates at such time as ApplianceSmart has paid in full all amounts owed by it to Crossroads. In addition, certain executive officers of the Borrower have agreed to provide validity guarantees. The Crossroads Revolver contains representations and warranties, events of default, affirmative and negative covenants and indemnities customary for loans of this nature. As of September 30, 2021 and 2020, the Crossroads Revolver had a balance outstanding of approximately $ 0.00 and approximately $ 883,000 , respectively. The September 30, 2020 balance outstanding is included in Debtor-in-possession liabilities on the consolidated balance sheet. In connection with the Crossroads Revolver, ApplianceSmart incurred approximately $ 118,000 in transaction cost that is being recognized as debt issuance cost and is being amortized and recorded as interest expense over the term of the Crossroads Revolver. As of September 30, 2021, the transaction cost affiliated with the Crossroads Revolver has been fully amortized. On December 9, 2019, ApplianceSmart filed a voluntary petition in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code. See Note 17 for a complete discussion. As of June 30, 2021, the Company terminated the Crossroads Revolver and repaid the loan in full. Comvest Term Loan On September 30, 2020 ,Vintage Stock Affiliated Holdings LLC (“Holdings”) and Vintage Stock, Inc. (the “Borrower”), entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Borrower, Holdings, the lenders party thereto and Comvest Capital IV, L.P. (“Comvest”), as agent. The Credit Agreement provides for a $ 24.0 million secured term loan (the “Term Loan”). The proceeds of the Term Loan, together with a cash equity contribution of approximately $ 4.0 million from the Company to the Borrower, were used by the Borrower (i) to refinance and terminate the Borrower’s credit facility (the “Prior Credit Facility”) with Capitala Private Credit Fund and certain of its affiliates, as lenders, and Wilmington Trust National Association (the “Term Loan Administrative Agent”), as agent, (ii) to pay transaction costs, and (iii) for the Borrower’s working capital and other general corporate purposes. In connection with the closing of the refinancing transaction with Comvest, all defaults under the Prior Credit Facility were extinguished. The Term Loan bears interest at the base or LIBOR rates (as described below) plus an applicable margin in each case. The applicable margin ranges from 8.0 % to 9.5 % per annum (subject to a LIBOR floor of 1.0 %) and is determined based on the Borrower’s senior leverage ratio pricing grid. The base rate under the Comvest Credit Agreement is equal to the greatest of (i) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally available and recognizable source as Agent may select), (ii) the sum of the Federal Funds Rate plus one half percent ( 0.5 %), (iii) the most recently used LIBOR rate and (iv) two percent ( 2.0 %) per annum. The Term Loan matures on May 26, 2023 and is subject to amortization of 12.5 % (decreasing to 10 % upon the Borrower’s senior leverage ratio being less than 1.5 times the Borrower’s EBITDA (as defined in the Credit Agreement)) of principal per annum payable in equal quarterly installments due on March 31, June 30, September 30, and December 31 of each year, plus, to the extent the Borrower generates excess cash flow (as defined in the Credit Agreement), a percent of such excess cash flow (ranging from 50 % to 100 %), all in accordance with the terms of the Credit Agreement. The Term Loans place certain restrictions and covenants on Vintage Stock, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions and incurrence of additional indebtedness for Vintage Stock. Vintage Stock is required to maintain a minimum of $ 10.0 million of EBITDA on a trailing twelve-month basis. Beginning quarter ending March 31, 2019 and thereafter, so long as the Senior leverage ratio is greater than 2.0 to 1.0, Vintage Stock is required to spend no more than $ 2.0 million for new stores and fixed assets in fiscal year 2020, approximately $ 1.8 million in fiscal year 2021, and $ 1.5 million in fiscal years 2022 and thereafter. At all times that the senior leverage ratio is greater than or equal to 1.50 :1.00, Vintage Stock cannot have the same store sales percentage to be less than or equal to a negative 5.5 percent as of the last day of any fiscal quarter. Vintage Stock may only open three new retail locations within a twelve-month period so long as the senior leverage ratio is 2.00 :1.00 or more. If the senior leverage ratio is less than 2.00 :1.00, Vintage Stock may only open no more than five new retail locations within a twelve-month period. Vintage Stock may cure both payment and financial covenant defaults through infusion of equity cures as determined by the Credit Agreement. EBITDA, senior leverage ratio, same store sales decline percentage and fixed charge ratio are terms defined within the Credit Agreement. During January 2021, the Company paid the Comvest loan in full and, as a result, the loan agreement and the related instruments, documents, and agreements, were terminated. Lonesome Oak Equipment Loan In connection with Marquis' acquisition of Lonesome Oak in November 2019, the Company assumed an unsecured note, payable to Extruded Fibers Inc., in the amount of $ 3.6 million. The note is noninterest bearing, however, in accordance with ASC 805-30, interest is being imputed at 6.78 % annually. Principal is payable monthly in the amount of $ 100,000 for 36 months , beginning March 31, 2020 maturity date March 3, 2023 . As of March 31, 2022, this note has been paid in full. Note payable to JCM Holdings During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $ 2.5 million. Marquis entered into a $ 2.0 million loan agreement, secured by the facility, with the seller of the facility, in order to complete the purchase of the facility. The loan bears interest at 6 %, due monthly, and matures January 2030 . As of September 30, 2022 , the remaining principal balance was approximately $ 1.7 million. Note Payable to the Sellers of Vintage Stock In connection with the purchase of Vintage Stock, on November 3, 2016, Vintage Stock Affiliated Holdings, LLC ("VSAH") and Vintage Stock entered into a seller financed mezzanine loan in the amount of $ 10.0 million with the previous owners of Vintage Stock. The Sellers Subordinated Acquisition Note bears interest at 8 % per annum, with interest payable monthly in arrears The Sellers Subordinated Acquisition Note, as amended, has a maturity date of September 23, 2023 . As of March 31, 2022, this note has been paid in full. 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 which provided: 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. 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. 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. 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 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. 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 %. 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 beginning January 2022, bearing interest at 3.75 %. Note Payable to Store Capital Acquisitions, LLC On June 14, 2016, Marquis entered into a transaction with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $ 10.0 million, which consisted of approximately $ 644,000 from the sale of the land and a note payable of approximately $ 9.4 million. In connection with the transaction, Marquis entered into a lease with a 15 -year term commencing on the closing of the transaction, which provides Marquis with an option to extend the lease upon the expiration of its term. The initial annual lease rate is $ 60,000 . The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a building from the previous owners of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.3 % per annum, with principal and interest due monthly. The note payable matures June 13, 2056 . For the first five years of the note payable, there is a pre-payment penalty of 5%, which declines by 1% for each year the loan remains unpaid for the next five years. At the end of ten years, there is no pre-payment penalty. In connection with the note payable, Marquis incurred approximately $ 458,000 in transaction costs that are being recognized as a debt issuance cost and are being amortized and recorded as interest expense over the term of the note payable. As of September 30, 2022 , the remaining principal balance was approximately $ 9.2 million Note Payable to the Sellers of Kinetic In connection with the purchase of Kinetic (see Note 5), on June 28, 2022, Precision Industries, Inc. 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 September 30, 2022 , the remaining principal balance was $ 3.0 million. Paycheck Protection Program During 2020, Marquis and Precision Marshall entered into loan agreements pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The Paycheck Protection Program provides that the use of PPP loan amounts shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Marquis and Precision PPP loans were forgiven in June 2021 and February 2021, respectively. Marquis PPP Loan On May 4, 2020, Marquis entered into a promissory note (the “Marquis Promissory Note”) with Bank of America, N.A. (“BofA”) that provides for a loan in the amount of approximately $ 4.8 million (the “Marquis PPP Loan”) pursuant to the CARES Act. The Marquis PPP Loan would mature two years from the funding date of the Marquis PPP Loan and would bear interest at a rate of 1.0 % per annum. Monthly amortized principal and interest payments would be deferred for six months after the date of disbursement. The Marquis Promissory Note contained events of default and other provisions customary for a loan of this type. On May 5, 2020, Marquis received the funds from the Marquis PPP Loan. On May 4, 2020, in connection with the Marquis PPP Loan, Marquis Affiliated Holdings, LLC, a subsidiary of the Company and Marquis entered into a Ninth Amendment to Loan and Security Agreement with BofA (the “Ninth Amendment”). The Ninth Amendment amends, modifies, restates or supplements the Loan and Security Agreement, dated as of July 6, 2015, as amended from time to time, among MAH, Marquis and BofA (the “Senior Credit Facility”) to, among other things, permit the incurrence of the Marquis PPP Loan. During June 2021, Marquis was notified that its loan had been forgiven in full. Precision PPP Loan On April 27, 2020, Precision Marshall entered into a promissory note (the “Precision Promissory Note”) with Citizens Bank, N.A. that provides for a loan in the amount of approximately $ 1.4 million (the “Precision PPP Loan”). The Precision PPP Loan would mature two years from the funding date of the Precision PPP Loan and would bear interest at a rate of 1.0 % per annum. Monthly amortized principal and interest payments were deferred until either the date the SBA remits the borrower’s loan forgiveness amount to the lender or ten months after the end of Precision Marshall’s loan forgiveness covered period. The Precision Promissory Note contained events of default and other provisions customary for a loan of this type. On April 27, 2020, Precision received the funds from the Precision PPP Loan. The Precision PPP Loan remained with Precision under the terms of the acquisition (Note 5). During February 2021, Precision was notified that its loan has been forgiven in full. Loan Covenant Compliance As of September 30, 2022 , the Company was in compliance with all covenants under its existing revolving and other loan agreements. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Parties | Note 11: Notes payable, related parties Long-term debt, related parties as of September 30, 2022 and 2021 consisted of the following (in $000’s): September 30, September 30, Isaac Capital Group, LLC, 12.5 % interest rate, matures May 2025 $ 2,000 $ 2,000 Spriggs Investments, LLC, 10 % interest rate, matures July 2023 2,000 2,000 Total notes payable - related parties 4,000 4,000 Less current portion ( 2,000 ) ( 2,000 ) Long-term portion $ 2,000 $ 2,000 Future maturities of notes payable, related parties at September 30, 2022 are as follows (in $000’s): Years ending September 30, 2023 $ 2,000 2024 — 2025 2,000 2026 — 2027 — Thereafter — Total $ 4,000 JanOne Inc. Note On December 30, 2017, ApplianceSmart Holdings Inc. (“ASH”) entered into a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (now JanOne Inc.) (the “Seller”) and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of the Seller. Pursuant to the Agreement, ASH purchased (the “Transaction”) from the Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $ 6.5 million (the “Purchase Price”). On April 25, 2018, ASH delivered to the Seller that certain Promissory Note (the “ApplianceSmart Note”) in the original principal amount of approximately $ 3.9 million (the “Original Principal Amount”) as such amount may be adjusted pursuant to its terms. The remaining approximately $ 2.6 million of the Purchase Price was paid in cash by ASH to the Seller. In connection with the discharge of certain debts of ApplianceSmart's in bankruptcy (see Note 17), the balance due on the ApplianceSmart Note of approximately $ 2.8 million was written off. Consequently, as of September 30, 2022, there was no balance due. Isaac Capital Group LLC As of December 8, 2022, Isaac Capital Group LLC (“ICG”), together with Jon Isaac, our President and CEO and the President and sole member of ICG, control approximately 50.2 % of the outstanding voting power of our company (assuming the exercise of all outstanding and exercisable warrants held by them) . Mezzanine Loan During 2015, Marquis entered into a mezzanine loan in the amount of up to $ 7.0 million (the “ICF Loan”) with Isaac Capital Fund I, LLC (“ICF”), a private lender whose managing member is Jon Isaac, the Company’s President and Chief Executive Officer. On July 10, 2020, (i) ICF released and discharged Marquis from all obligations under the loan, (ii) ICF assigned all of its rights and obligations under the instruments, documents, and agreements with respect to the ICF Loan to ICG, of which Jon Isaac, the Company’s President and Chief Executive Officer, is the sole member, and (iii) Live Ventures borrowed $ 2.0 million (the “ICG Loan”) from ICG using essentially the same documentation from the ICF Loan. There was no balance outstanding on the note as of the date of assignment. 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, commencing July 31, 2020. As of September 30, 2022, and September 30, 2021 , there was $ 2.0 million outstanding on this loan . 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 June 23, 2022, as amended by unanimous consent of the Board of Directors, the facility was increased to $ 6.0 million to facilitate the acquisition of Kinetic, as discussed in Note 5 above. No other terms of the Note were changed. An advance of $ 4.5 million was drawn on June 23, 2022 to facilitate the Kinetic acquisition, which was repaid in full on June 30, 2022. Additionally, an advance of $ 1.8 million was drawn on July 1, 2022 to facilitate the Better Backers acquisition (see Note 5), which was repaid by Marquis on August 18, 2022. As of September 30, 2022, there was no balance outstanding on this note. Loan from Spriggs Investments LLC On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note”) 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”). The Spriggs Loan 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 bears simple interest at a rate of 10.0 % per annum. As of September 30, 2022 , the balance due was $ 2.0 million . |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Series B Convertible Preferred Stock In March 2022, the existing 315,790 shares of Series B Convertible Preferred Stock were converted into 1,578,950 common shares, in accordance with Series B Convertible Preferred Stock agreements. Of the 315,790 existing shares of Series B Convertible Preferred Stock converted, Isaac Capital Group LLC (“ICG”) held 259,902 of these shares, and converted them into 1,299,510 common shares. 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. As of September 30, 2022 and September 30, 2021 , there were zero and 315,790 shares of Series B Convertible Preferred Stock issued and outstanding, respectively Series E Convertible Preferred Stock As of September 30, 2022 and 2021 , there were 47,840 and 47,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively. During the year ended September 30, 2020, the Company repurchased 30,000 shares of Series E Convertible Preferred Stock for an aggregate purchase price of $ 3 . The shares accrue dividends at the rate of 5 % per annum on the liquidation preference per share, payable quarterly from legally available funds. The shares carry a cash liquidation preference of $ 0.30 per share, plus any accrued but unpaid dividends. If such funds are not available, dividends shall continue to accumulate until they can be paid from legally available funds. Holders of the preferred shares are entitled to convert them into shares of our common stock on a 1: 0.005 basis together with payment of $ 85.50 per converted share. During the years ended September 30, 2022 and 2021 , the Company accrued dividends of approximately $ 720 and $ 720 , respectively. As of September 30, 2022 and 2021 , accrued dividends were approximately $ 200 payable to holders of Series E preferred stock. Common Stock As of September 30, 2022 and 2021 , there were 3,074,833 and 1,582,334 shares of Common Stock issued and outstanding, respectively. Treasury Stock For year ended September 30, 2022 and 2021 , the Company purchased 86,451 and 35,435 shares of its common stock on the open market (treasury shares), respectively, for approximately $ 2.7 million and $ 421,000 , respectively. Such shares are recorded on the Company’s Consolidated Balance Sheets as treasury stock. 2014 Omnibus Equity Incentive Plan On January 7, 2014, our Board of Directors adopted the 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which authorizes 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. The Company’s stockholders approved the 2014 Plan on July 11, 2014. |
Warrants
Warrants | 12 Months Ended |
Sep. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 13: Warrants As of September 30, 2020 the Company had 118,029 warrants to purchase shares of Series B Convertible Preferred Stock outstanding with a weighted average exercise price of $ 20.80 expiring at various timeframes over the next two years. The Company and ICG previously entered into agreements whereby if the warrants were not exercised on or before the applicable expiration date, the applicable expiration date was deemed automatically extended for successive two-year periods, immediately prior to such expiration. During the year ended September 30, 2020, the Company recorded a fair value adjustment of $ 462 related to the extension of warrants that expired during this period. There were no such adjustments made during the years ended September 30, 2022 and 2021 . In January 2021, all warrants were exercised (via cashless exercise) for shares of Series B Convertible Preferred Stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Stock-Based Compensation | Note 14: Stock-Based Compensation From time to time, the Company grants stock options and restricted stock awards 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. Stock Options The following table summarizes stock option activity for the years ended September 30, 2022 and 2021: Number of Weighted Weighted Intrinsic Outstanding at September 30, 2020 119,168 $ 15.76 2.71 $ — Granted 7,500 40.92 Exercised ( 28,668 ) 11.25 Forfeited ( 10,500 ) 20.56 Outstanding at September 30, 2021 87,500 $ 18.81 1.78 $ 1,626 Exercisable at September 30, 2021 78,500 $ 16.29 1.72 $ 1,626 Outstanding at September 30, 2021 87,500 $ 18.81 1.78 $ 1,626 Granted — Exercised — Forfeited — Outstanding at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Exercisable at September 30, 2022 87,500 $ 18.81 0.78 $ 771 The Company recognized compensation expense of approximately $ 38,000 and $ 489,000 during the years ended September 30, 2022 and 2021, respectively, related to stock option awards granted to certain employees and officers based on the grant date fair value of the awards. No forfeitures are estimated. During the years ended September 30, 2022 and 2021 , 0 and 7,500 stock options were granted, respectively. At September 30, 2022 the Company had no unrecognized compensation expense associated with stock option awards. The exercise price for stock options outstanding and exercisable at September 30, 2022 is as follows: Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 25,000 $ 10.00 25,000 $ 10.00 6,250 12.50 6,250 12.50 6,250 15.00 6,250 15.00 25,000 15.18 25,000 15.18 4,000 23.41 4,000 23.41 4,000 27.60 4,000 27.60 4,000 31.74 4,000 31.74 4,000 36.50 4,000 36.50 5,000 40.00 5,000 40.00 4,000 41.98 4,000 41.98 87,500 87,500 The following table summarizes information about the Company’s non-vested shares as of September 30, 2022: Average Number of Grant-Date Non-vested Options Options Fair Value Non-vested at September 30, 2021 9,000 $ 17.57 Granted — $ — Forfeited/Cancelled — $ — Vested ( 9,000 ) $ 17.57 Non-vested at September 30, 2022 — $ — |
Income Per Share
Income Per Share | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 15: 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 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 income per share: Years Ended September 30, 2022 2021 Basic Net income $ 24,741 $ 31,197 Less: preferred stock dividends — — Net income applicable to common stock $ 24,741 $ 31,197 Weighted average common shares outstanding 3,116,214 1,566,288 Basic income per share $ 7.94 $ 19.92 Diluted Net income applicable to common stock $ 24,741 $ 31,197 Add: preferred stock dividends — — Net income applicable for diluted earnings per share $ 24,741 $ 31,197 Weighted average common shares outstanding 3,116,214 1,566,288 Add: Options 39,082 37,069 Add: Series B Preferred Stock — 1,578,950 Add: Series E Preferred Stock 239 239 Assumed weighted average common shares 3,155,535 3,182,546 Diluted income per share $ 7.84 $ 9.80 There are 21,000 and zero options to purchase shares of common stock that are anti-dilutive, and are not included in the years ended September 30, 2022 and 2021, diluted earnings per share computations, respectively . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16: Related Party Transactions During 2015, Marquis entered into a mezzanine loan in the amount of up to $ 7.0 million (the “ICF Loan”) with Isaac Capital Fund I, LLC (“ICF”), a private lender whose managing member is Jon Isaac, the Company’s President and Chief Executive Officer (see Note 11). 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”) (see Note 11). Customer Connexx LLC, a wholly owned subsidiary of JanOne Inc. (formerly Appliance Recycling Centers of America, Inc.), rents approximately 9,900 square feet of office space from the Company at its Las Vegas office which totals 16,500 square feet. JanOne Inc. paid the Company approximately $ 218,000 and $ 190,000 in rent and other common area reimbursed expenses for the years ended September 30, 2022 and 2021, respectively. Tony Isaac, a member of the Board of Directors of the Company and Virland Johnson, former Chief Financial Officer of the Company, are President and Chief Executive Officer and members of the Board of Directors, and Chief Financial Officer of JanOne Inc., respectively. On April 25, 2018, ASH delivered to the Seller the ApplianceSmart Note in the Original Principal Amount, as such amount may be adjusted per the terms of the ApplianceSmart Note. The ApplianceSmart Note is effective as of April 1, 2018 and matures on the Maturity Date. The ApplianceSmart Note bears interest at 5 % per annum with interest payable monthly in arrears. Ten percent of the outstanding principal amount will be repaid annually on a quarterly basis, with the accrued and unpaid principal due on the Maturity Date. ApplianceSmart has agreed to guaranty repayment of the ApplianceSmart Note. The remaining approximately $ 2.6 million of the Purchase Price was paid in cash by ASH to the Seller. ASH may reborrow funds, and pay interest on such re-borrowings, from the Seller up to the Original Principal Amount. In connection with the discharge of certain debts of ApplianceSmart in bankruptcy (see Note 17), the balance due of approximately $ 2.8 million was written off. Consequently, as of September 30, 2022, there was no balance due. On April 5, 2022, the Company entered into a Purchasing Agreement with ARCA Recycling, Inc. (“ARCA”), 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. As of September 30, 2022 , the amount due from ARCA was approximately $ 518,000 , and the inventory balance was approximately $ 125,000 . For the year ended September 30, 2022 , the Company recorded broker fees of approximately $ 99,000 . In connection with the purchase of Vintage Stock, on November 3, 2016 , Vintage Stock Affiliated Holdings, LLC (“VSAH”) and Vintage Stock entered into a seller financed mezzanine loan in the amount of $ 10.0 million with the previous owners of Vintage Stock. The Company executed a promissory note (the “Sellers Subordinated Acquisition Note”), which bears interest at 8 % per annum, with interest payable monthly in arrears. The Sellers Subordinated Acquisition Note, as amended, has a maturity date of September 23, 2023 . As of June 30, 2022, the amount was fully repaid . On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note”) 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”). The Spriggs Loan 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 bears simple interest at a rate of 10.0 % per annum. As of September 30, 2022 , the balance due was $ 2.0 million . 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 (see Note 5 above). 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 rent amounts to be at market rates. Sale of ApplianceSmart Contracting On April 22, 2020, the Company sold ApplianceSmart Contracting Inc. (“ApplianceSmart Contracting”) to Michelle Cooper, a related party as a result of her relationship with Virland A. Johnson, the Company’s former Chief Financial Officer, for $ 60,000 . In connection with the sale, and under the terms of a purchase and sale agreement and a secured promissory note (the “ASC Note”), the Company agreed to loan ApplianceSmart Contracting up to approximately $ 382,000 to satisfy then outstanding sales tax obligations owed by ApplianceSmart Contracting. Advances under the loan are only made by the Company to ApplianceSmart Contracting upon the presentation of evidence by ApplianceSmart Contracting of the satisfaction of one or more outstanding state sales tax amounts. Advances bear interest at 8.0 % per annum. The loan matures on September 30, 2022 or on such earlier date as provided in the Note. The loan is guaranteed by the related party and secured by the assets of ApplianceSmart Contracting. At the closing of the sale transaction, the Company advanced ApplianceSmart Contracting $ 60,000 . As of September 30, 2022 , the note was paid in full. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17: Commitments and Contingencies Litigation SEC Investigation On February 21, 2018, the Company received a subpoena from the 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 relate 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. 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. The Company and the Executives maintain that their actions were appropriate, and are vigorously defending against any and all allegations brought forth. 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. The SEC Complaint alleges financial, disclosure and reporting violations against the Company under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5. The SEC Complaint also alleges various claims against certain executive officers under Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13, 13a-14, 13b2-1, and 13b2-2. The SEC seeks permanent injunctions and civil penalties against the Company. 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 . The Company continues to assert that the SEC’s pursuit of this matter will not result in any benefit to investors and instead will only serve as a distraction from core business. On October 1, 2021, the Company and two of its executive officers as defendants (collectively, the “Defendants”), filed their motions with the court to dismiss the complaint. The SEC filed its response opposing the motions on November 1, 2021. The Defendants filed their reply to the SEC’s opposition on November 15, 2021. On September 7, 2022, the court denied the motions to dismiss. ApplianceSmart Bankruptcy and Other ApplianceSmart Litigation Matters On Feb 28, 2022, the court approved ApplianceSmart’s plan for reorganization (the “Plan”), discharging ApplianceSmart of certain debts according to the Plan resulting in the Company recording a gain of approximately $ 11.4 million, which includes a write-off or adjustment of approximately $ 11.5 million on the settlement of debts and other liabilities, offset by payments subject to the bankruptcy that were not included as debtor-in-possession liabilities of approximately $ 149,000 . As of April 1, 2022, the Company has ceased operations at its one existing location, and is in the process of winding down operations, which will be immaterial to the financial statements. Warranties During 2019, the Company became the principal for certain extended warranties, as a result, warranty reserves are included in accrued liabilities in our consolidated balance sheet. The following table summarizes the warranty reserve activity for the years ended September 30, 2022 and 2021 (in $000’s): Beginning balance, September 30, 2020 $ 206 Warranties issued/accrued — Warranty settlements ( 101 ) Ending balance, September 30, 2021 105 Warranty issued/accrued — Warranties settlements ( 70 ) Ending balance, September 30, 2022 $ 35 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18: Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Income tax expense for the years ended September 30, 2022 and 2021 is as follows (in $000’s): Year Ended Year Ended September 30, September 30, Current expense: Federal $ 524 $ 3,830 State 329 1,015 853 4,845 Deferred expense: Federal 5,051 3,474 State 971 343 6,022 3,817 Total income tax expense $ 6,875 $ 8,662 A reconciliation of the differences between the effective and statutory income tax rates for years ended September 30, 2022 and 2021: Year Ended Year Ended September 30, September 30, Federal statutory rates 21.0 % 21.0 % State income taxes, net of federal benefit 4.0 % 2.4 % Permanent differences 3.2 % ( 0.9 )% Bankruptcy gain exclusion ( 9.0 )% 0.0 % Stock compensation 3.8 % 1.7 % PPP loan forgiveness 0.0 % ( 3.3 )% Property and equipment adjustment 0.0 % 0.5 % Change in valuation allowance ( 0.2 )% ( 0.6 )% Other ( 1.0 )% 1.0 % Effective rate 21.8 % 21.8 % At September 30, 2022 and 2021, deferred income tax assets and liabilities were comprised of (in $000’s): September 30, September 30, Deferred income tax assets (liabilities): Allowance for bad debts $ 53 $ 15 Accrued expenses ( 172 ) 168 Inventory 1,132 836 Accrued compensation 150 127 Net operating loss 508 508 Tax credits 475 540 Stock compensation 265 1,466 Intangibles ( 2,952 ) ( 2,491 ) Property & equipment ( 8,843 ) ( 4,822 ) Right of use assets ( 8,817 ) ( 7,616 ) Lease liabilities 9,609 9,136 Other 560 188 Less: Valuation allowance ( 786 ) ( 851 ) Total deferred income tax asset (liability) $ ( 8,818 ) $ ( 2,796 ) The Company has federal and state net operating loss carryforwards of no ne and approximately $ 7.3 million, respectively, as of September 30, 2022 . State net operating loss amounts begin to expire in 2035 . The Company has state tax credit carryforwards as of September 30, 2022 of approximately $ 0.6 million. The 2018 through 2021 tax years are open to examination by the various federal and state jurisdictions. The Company evaluates all available evidence to determine if a valuation allowance is needed to reduce its deferred tax assets. Management has concluded that it is more likely than not that a portion of its existing tax benefits will not be realized. Accordingly, the Company has recorded a valuation allowance of approximately $ 0.8 million at September 30, 2022 to reduce its deferred tax assets. On August 16, 2022, President Biden signed the Inflation Reduction Act which includes a new minimum tax on certain large corporations and an excise tax on stock buybacks. We do not anticipate this legislation will have a material impact for the Company. The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of September 30, 2022 . The Company’s policy is to record uncertain tax positions as a component of income tax expense. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 19: Segment Reporting The Company operates in four operating segments which are characterized as: (1) Retail, (2) Flooring Manufacturing, (3) Steel Manufacturing, and (4) Corporate and Other. The Retail segment consists of Vintage Stock and ApplianceSmart; the Flooring Manufacturing Segment consists of Marquis; and the Steel Manufacturing Segment consists of Precision Marshall. The following tables summarize segment information for the years ended September 30, 2022 and 2021 (in $000’s): Year Ended Year Ended September 30, 2022 September 30, 2021 % of % of Total Net Total Net Total Retail $ 86,156 30.0 % $ 88,845 32.5 % Flooring manufacturing 130,850 45.6 % 130,223 47.7 % Steel manufacturing 60,617 21.1 % 49,302 18.1 % Corporate and other 9,290 3.2 % 4,611 1.7 % Total Revenue $ 286,913 100.0 % $ 272,981 100.0 % Year Ended September 30, 2022 2021 Revenues Retail $ 86,156 $ 88,845 Flooring Manufacturing 130,850 130,223 Steel Manufacturing 60,617 49,302 Corporate & Other 9,290 4,611 $ 286,913 $ 272,981 Gross profit Retail $ 45,583 $ 48,059 Flooring Manufacturing 31,908 37,893 Steel Manufacturing 16,878 11,954 Corporate & Other 3,458 1,557 $ 97,827 $ 99,463 Operating income (loss) Retail $ 12,628 $ 16,340 Flooring Manufacturing 14,154 20,203 Steel Manufacturing 8,866 5,869 Corporate & Other ( 9,721 ) ( 6,622 ) $ 25,927 $ 35,790 Depreciation and amortization Retail $ 1,247 $ 1,499 Flooring Manufacturing 3,331 3,721 Steel Manufacturing 1,983 1,440 Corporate & Other 607 131 $ 7,168 $ 6,791 Interest expense, net Retail $ 440 $ 1,578 Flooring Manufacturing 1,883 2,049 Steel Manufacturing 1,312 1,046 Corporate & Other 574 532 $ 4,209 $ 5,205 Income before provision for income taxes Retail $ 23,197 $ 15,789 Flooring Manufacturing 11,828 22,742 Steel Manufacturing 5,201 5,239 Corporate & Other ( 8,610 ) ( 4,091 ) $ 31,616 $ 39,679 Year Ended September 30, Total Assets 2022 2021 Retail $ 72,166 $ 59,760 Flooring manufacturing 130,440 94,853 Steel manufacturing 72,269 33,635 Corporate and other 3,762 23,490 Consolidated totals $ 278,637 $ 211,738 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20: Subsequent Events The Company has evaluated subsequent events through the filing of this Form 10-K, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated 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 | 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 consolidated financial statements in conformity with U.S. generally accepted accounting principles requires 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 consolidated financial statements and 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 consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated warranty reserve, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment. |
Financial Instruments | Financial Instruments Financial instruments consist primarily of cash equivalents, trade and other receivables, advances to affiliates and obligations under accounts payable, accrued expenses and notes payable. The carrying amounts of cash equivalents, trade receivables and other receivables, leases, accounts payable, accrued expenses and short-term notes payable approximate fair value because of the short maturity of these instruments. The fair value of the long-term debt is calculated based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements, unless quoted market prices are available (Level 2 inputs). The carrying amounts of long-term debt at September 30, 2022 and 2021 approximate fair value. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and Cash equivalents consist of highly liquid investments with a maturity of three months or less at the time of purchase. Fair value of cash equivalents and restricted cash approximates carrying value. The Company's restricted cash is required collateral for a standby letter of credit for a customs bond, which is renewed annually. The restricted cash balance is included in the cash balance on the Company's consolidated balance sheets. As of the years ended September 30, 2022 and 2021 , the Company's restricted cash balance was approximately $ 890,000 and $ 735,000 , respectively. |
Trade Receivables | Trade Receivables The Company grants trade credit to customers under credit terms that it believes are customary in the industries in which it operates and does not require collateral to support customer trade receivables. Some of the Company’s trade receivables are factored primarily through two factors. Factored trade receivables are sold without recourse for substantially all of the receivables balances for credit approved accounts. The factor purchases the trade receivable(s) for the gross amount of the respective invoice(s), less factoring commissions, trade and cash discounts. The factor charges the Company a factoring commission for each trade account, which is between 0.45 - 0.50 % of the gross amount of the invoice(s) factored on the date of the purchase, plus an additional rate of 0.0125 % for each credit term extension of 30 days, or portion thereof. The minimum annual commission due the factor is approximately $ 200,000 per contract year. The following table details the Company's trade receivables as of September 30, 2022 and 2021 ($000’s): September 30, September 30, Trade receivables, net: Accounts receivable $ 25,797 $ 21,620 Less: Reserve for doubtful accounts ( 132 ) ( 61 ) $ 25,665 $ 21,559 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts, which includes allowances for accounts and factored trade receivables, customer refunds, dilution and fees from local exchange carrier billing aggregators and other uncollectible accounts. The allowance for doubtful accounts is based upon historical bad debt experience and periodic evaluations of the aging and collectability of the trade receivables. This allowance is maintained at a level which the Company believes is sufficient to cover potential credit losses and trade receivables are only written off to bad debt expense as uncollectible after all reasonable collection efforts have been made. The Company has also purchased accounts receivable credit insurance to cover some non-factored trade and other receivables which helps reduce potential losses due to doubtful accounts. At September 30, 2022 and 2021 , the allowance for doubtful accounts was approximately $ 132,000 and $ 61,000 , respectively. |
Inventories | Inventories Inventories are valued at the lower of the inventory’s cost (first in, first out basis or “FIFO”) or net realizable value of the inventory. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Management also reviews inventory to determine if excess or obsolete inventory is present and a reserve is made to reduce the carrying value for inventory for such excess and or obsolete inventory. At years ended September 30, 2022 and 2021 , the inventory reserves were approximately $ 2.4 million and $ 1.8 million, respectively. The following table details the Company's inventories as of September 30, 2022 and 2021 ($000’s): September 30, September 30, Inventory, net Raw materials $ 35,829 $ 18,604 Work in progress 7,539 12,404 Finished goods 32,814 22,584 Merchandise 23,900 18,948 100,082 72,540 Less: Inventory reserves ( 2,423 ) ( 1,793 ) $ 97,659 $ 70,747 |
Property and Equipment | Property and Equipment Property and Equipment are stated at cost less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred and additions and improvements that significantly extend the lives of assets are capitalized. Upon sale or other retirement of depreciable property, the cost and accumulated depreciation are removed from the related accounts and any gain or loss is reflected in operations. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The useful lives of building and improvements are three to 40 years , transportation equipment is five to 10 years , machinery and equipment are three to 10 years , furnishings and fixtures are three to five years , and office and computer equipment are three to five years . The Company periodically reviews its property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. The Company assesses recoverability based on several factors, including its intention with respect to its stores and those stores projected undiscounted cash flows. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. |
Goodwill | Goodwill The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . Under ASC 350, goodwill is not amortized; rather, it is tested for impairment on at least an annual basis. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of business acquired. The Company tests goodwill during the fourth quarter of each fiscal year or more frequently if events arise or circumstances change that indicate that goodwill may be impaired. The Company assesses whether goodwill impairment exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed, as required by ASC 350, to determine whether a goodwill impairment exists. The quantitative test is used to compare the carrying amount of the reporting unit's assets to the fair value of the reporting unit. If the fair value exceeds the carrying value, no further evaluation is required, and no impairment loss is recognized. An impairment loss occurs if the amount of the recorded goodwill exceeds the implied goodwill. The determination of the fair value of the Company's reporting units is based, among other things, on estimates of the future operating performance of the reporting unit being valued. A goodwill impairment test is required to be completed, at minimum, once annually, and any resulting impairment loss recorded upon completion of the assessment. Changes in market conditions, among other factors, may have an impact on these estimates and require interim impairment assessments. When performing the two-step quantitative impairment test, the Company's methodology includes the use of an income approach which discounts future net cash flows to their present value at a rate that reflects the Company's cost of capital, otherwise known as the discounted cash flow method (“DCF”). These estimated fair values are based on estimates of future cash flows of the businesses. Factors affecting these future cash flows include the continued market acceptance of the products and services offered by the businesses, the development of new products and services by the businesses and the underlying cost of development, the future cost structure of the businesses, and future technological changes. The Company also incorporates market multiples for comparable companies in determining the fair value of our reporting units. Any such impairment would be recognized in full in the reporting period in which it has been identified. |
Intangible Assets | Intangible Assets The Company’s intangible assets consist of customer relationship intangibles, favorable leases, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, estimates are made in valuing acquired intangible assets, which include but are not limited to, future expected cash flows from customer contracts, customer lists, and estimating cash flows from projects when completed; tradename and market position, as well as assumptions about the period of time that customer relationships will continue; and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from the assumptions used in determining the fair values. All intangible assets are capitalized at their original cost and amortized over their estimated useful lives as follows: domain name and marketing – three to 20 years ; software – three to 5 years , customer relationships – seven to 15 years , favorable leases – over the life of the lease , customer lists – to 20 years , trade names – to 20 years . |
Revenue Recognition | Revenue Recognition General The Company accounts for its sales revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”) . Topic 606 provides a five-step revenue recognition model that is applied to the Company’s customer contracts. Under this model we (i) identify the contract with the customer, (ii) identify our performance obligations in the contract, (iii) determine the transaction price for the contract, (iv) allocate the transaction price to our performance obligations and (v) recognize revenue when or as we satisfy our performance obligations. Revenue is recognized upon transfer of control of the promised goods or the performance of the services to customers in an amount that reflects the consideration expected to be receive in exchange for those goods or services. The Company enters into contracts that may include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. Retail Segment The Retail Segment derives revenue primarily from direct sales of entertainment and appliance products and services, including shipping and handling amounts, which are recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title or use rights, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of sales taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Flooring and Steel Manufacturing Segments The Flooring Manufacturing Segment derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segments derives revenue primarily from the sale of steel plates, ground flat stock and drill rods, including shipping and handling amounts. Revenue is recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Spare Parts For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company has no additional performance obligations other than spare parts sales that are material in the context of the contract. The amount of consideration received and revenue recognized varies due to sales incentives and returns offered to customers. When customers retain the right to return eligible products, the Company reduces revenue for the estimate of the expected returns, which is primarily based on an analysis of historical experience. Warranties Warranties are classified as either assurance or service type warranties. A warranty is considered an assurance type warranty if it provides the consumer with assurance that the product will function as intended. A warranty that goes above and beyond ensuring basic functionality is considered a service type warranty. The Company offers certain limited warranties that are assurance type warranties and extended service arrangements that are service type warranties. Assurance type warranties are not accounted for as separate performance obligations under the revenue model. If a service type warranty is sold with a product or separately, revenue is recognized over the life of the warranty. The Company evaluates warranty offerings in comparison to industry standards and market expectations to determine appropriate warranty classification. Industry standards and market expectations are determined by jurisdictional laws, competitor offerings and customer expectations. Market expectations and industry standards can vary based on product type and geography. The Company primarily offers assurance type warranties. A warranty reserve of approximately $ 35,000 and $ 105,000 is included in accrued liabilities on the consolidated balance sheet at September 30, 2022 and 2021 , respectively. |
Shipping and Handling | Shipping and Handling The Company classifies shipping and handling charged to customers as revenues and classifies costs relating to shipping and handling as cost of revenues. |
Customer Liabilities | Customer Liabilities The Company recognizes the portion of the dollar value of prepaid stored-value products that ultimately is unredeemed (“breakage”) in accordance with ASU 2016-04 Liabilities- Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. Because the Company expects to be entitled to a breakage amount for a liability resulting from the sale of a prepaid stored-value product, the Company utilized the Redemption Pattern methodology. Under this methodology, the Company shall derecognize the amount related to the expected breakage in proportion to the pattern of rights expected to be exercised by the product holder only to the extent that it is probable that a significant reversal of the recognized breakage amount will not subsequently occur. The Company establishes a liability upon the issuance of merchandise credits and the sale of gift cards. Breakage income related to gift cards which are no longer reportable under state escheatment laws of approximately $ 65,000 and $ 10,000 for the years ended September 30, 2022 and 2021 , respectively, is recorded in other income in our consolidated financial statements. |
Advertising Expense | Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense totaled approximately $ 445,000 and $ 350,000 for the years ended September 30, 2022 and 2021 , respectively. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value of inventory acquired as part of a business combination is based on a three-part valuation utilizing the comparable sales method which is based on Level 2 and Level 3 inputs. The comparative sales method utilizes the actual or expected selling prices of finished goods to customers in the ordinary course of business as the base amount that must be adjusted for factors that are generally relevant in determining the Fair Value of the inventory including: • the time that would be required to dispose of this inventory; • the expenses that would be expected to be incurred in the disposition; and • a profit commensurate with the amount of investment in the assets and the degree of risk. The fair value of property, plant and equipment, and goodwill acquired as part of a business combination is based on a third-party valuation utilizing the indirect method of cost approach which is based on Level 2 and Level 3 inputs. In the indirect method of Cost Approach, the Reproduction Cost New for each asset or group of assets is determined by indexing the original capitalized cost basis. The cost basis generally includes the base cost of the asset and certain contributory costs, such as sales tax, freight and handling charges, installation, general contractor’s costs, and engineering and design costs. The index factors used in this analysis are based on the asset type and manufacture date. Index factors were derived from various published sources including Marshall Valuation Service and the Bureau of Labor Statistics. The fair value of debt assumed as part of a business combination is discounted utilizing implied interest rates, as applicable, which is based on Level 1 and Level 2 inputs . |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. |
Lease Accounting | Lease Accounting The Company leases retail stores, manufacturing and warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2046 with various renewal options for additional periods. The agreements, which are classified as either operating or finance leases, generally provide for minimum and, in some cases percentage rent and require it to pay all insurance, taxes and other maintenance costs. For contracts entered into on or after October 1, 2019, the Company assesses at contract inception whether the contract is, or contains, a lease. Generally, it determines that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) obtains the right to substantially all economic benefits from use of the asset and (iii) it has the right to direct the use of the asset. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs, such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with the same term as the underlying lease. The incremental borrowing rates used for the initial measurement of lease liabilities as of October 1, 2019 were based on the original lease terms. Lease payments included in the measurement of lease liabilities consist of (i) fixed lease payments for the noncancelable lease term, (ii) fixed lease payments for optional renewal periods where it is reasonably certain the renewal option will be exercised, and (iii) variable lease payments that depend on an underlying index or rate, based on the index or rate in effect at lease commencement. Certain of the Company’s real estate lease agreements require variable lease payments that do not depend on an underlying index or rate, such as sales and value-added taxes, the Company’s proportionate share of actual property taxes, insurance, common area maintenance, and utilities. The Company has elected an accounting policy, as permitted by ASC 842, not to account for such payments as part of related lease payments. Consequently, such payments are recognized as operating expenses when incurred. Lease expense for operating leases consists of the fixed lease payments recognized on a straight-line basis over the lease term plus variable lease payments as incurred. Amortization of the right-of-use asset for operating leases reflects amortization of the lease liability, any differences between straight-line expense and related lease payments during the accounting period, and any impairments. Finance lease payments are allocated between a reduction of the lease liability and interest expense, and the related asset is depreciated as described under “Property and Equipment” above. |
Stock-Based Compensation | Stock-Based Compensation The Company from time to time grants restricted stock awards and options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments. The value of each award is amortized on a straight-line basis over the vesting period. |
Earnings Per Share | Earnings Per Share Earnings per share is calculated in accordance with ASC 260, “ Earnings Per share ”. Under ASC 260 basic earnings per share is computed using the weighted average number of common shares outstanding during the period, except that it does not include unvested restricted stock subject to cancellation. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of warrants, options, restricted shares and convertible preferred stock. The dilutive effect of outstanding restricted shares, options and warrants is reflected in diluted earnings per share by application of the treasury stock method. Convertible preferred stock is reflected on an if-converted basis. |
Segment Reporting | Segment Reporting ASC Topic 280, “ Segment Reporting ,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s management organizes segments within the Company for making operating decisions and assessing performance. The Company determined it has three operating segments (See Note 19). |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains cash balances in bank accounts in each state the Company has business operations. Accounts are insured by the Federal Deposit Insurance Corporation up to $ 250,000 per institution as of September 30, 2022 . At times, balances may exceed federally insured limits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, which introduces a new approach to estimate credit losses on certain types of financial instruments based on expected losses instead of incurred losses. It also modified the impairment model for available-for-sale debt securities and provided a simplified accounting model for purchased financial assets with credit deterioration since their origination. ASU No. 2016-13 is effective for smaller reporting companies for fiscal years beginning after December 15, 2021 and the interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures; however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements. 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 is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures, however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This update provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. This update is effective for the Company’s fiscal years beginning after December 15, 2021. The Company is currently assessing the impact of adopting this new accounting standard on its consolidated financial statements and related disclosures, however, adoption of this ASU is anticipated to have no material impact on the Company's financial statements . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Trade Receivables | The following table details the Company's trade receivables as of September 30, 2022 and 2021 ($000’s): September 30, September 30, Trade receivables, net: Accounts receivable $ 25,797 $ 21,620 Less: Reserve for doubtful accounts ( 132 ) ( 61 ) $ 25,665 $ 21,559 |
Schedule of Inventory | The following table details the Company's inventories as of September 30, 2022 and 2021 ($000’s): September 30, September 30, Inventory, net Raw materials $ 35,829 $ 18,604 Work in progress 7,539 12,404 Finished goods 32,814 22,584 Merchandise 23,900 18,948 100,082 72,540 Less: Inventory reserves ( 2,423 ) ( 1,793 ) $ 97,659 $ 70,747 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Right of Use Assets and Lease Liabilities | The following table details the Company's right of use assets and lease liabilities as of September 30, 2022 and 2021, respectively (in $000’s): September 30, September 30, Right of use asset - operating leases $ 33,659 $ 30,466 Lease liabilities: Current - operating 7,851 7,202 Current - finance 217 — Long term - operating 30,382 26,996 Long term - finance 19,568 2,347 |
Schedule of Present Value of Future Lease Payments | Total present value of future lease payments of operating leases as of September 30, 2022 (in 000’s): Twelve months ended September 30, 2023 $ 10,056 2024 8,584 2025 6,701 2026 5,171 2027 4,069 Thereafter 19,812 Total 54,393 Less implied interest ( 16,160 ) Present value of payments $ 38,233 Total present value of future lease payments of finance leases as of September 30, 2022 (in 000’s): Twelve months ended September 30, 2023 $ 1,942 2024 2,012 2025 2,088 2026 2,806 2027 1,955 Thereafter 71,623 Total 82,426 Less implied interest ( 62,641 ) Present value of payments $ 19,785 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | The table below outlines the purchase price allocation of the purchase for SW Financial to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Total purchase price $ 7,000 Accounts payable 12 Accrued liabilities 1,031 Total liabilities assumed 1,043 Total consideration 8,043 Accounts receivable 756 Intangible assets 3,570 Total assets acquired 4,326 Total goodwill $ 3,717 |
Summary of Assets Acquired and Liabilities Assumed Within Fair Value Hierarchy | The assets acquired and liabilities assumed were classified within the fair value hierarchy table below in accordance with our fair value measurements policy (see Note 2). Level 1 Level 3 Total Accounts receivable, net $ 756 $ — $ 756 Intangible assets — 3,570 3,570 Accounts payable 12 — 12 Accrued liabilities 1,031 — 1,031 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | The table below outlines the purchase price allocation of the purchase for SW Financial to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Total purchase price $ 7,000 Accounts payable 12 Accrued liabilities 1,031 Total liabilities assumed 1,043 Total consideration 8,043 Accounts receivable 756 Intangible assets 3,570 Total assets acquired 4,326 Total goodwill $ 3,717 |
Comprehensive Income (Loss) [Table Text Block] | The table below presents selected proforma information for the Company for the years ended September 30, 2022 and 2021, assuming that the acquisition had occurred on October 1, 2020 (the beginning of the Company’s 2021 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. Year Ended September 30, 2022 As Reported Adjustments Proforma Live (1) Kinetic (2) Adjustments (3) Total Net revenue $ 286,913 $ 15,418 $ 302,331 Net income $ 24,741 $ 1,374 $ ( 207 ) $ 25,908 Earnings per basic $ 7.94 $ 8.31 Earnings per basic $ 7.84 $ 8.21 As Reported Adjustments Proforma Year Ended September 30, 2021 Live (4) Kinetic (5) Adjustments (3) Total Net revenue $ 272,981 $ 22,579 $ 295,560 Net income $ 31,017 $ 3,796 $ ( 277 ) $ 34,536 Earnings per basic $ 19.92 $ 22.05 Earnings per basic $ 9.80 $ 10.85 (1) Live for the year ended September 30, 2022. Includes Kinetic from June 29, 2022 through September 30, 2022. (2) Kinetic from October 1, 2021 through the acquisition date of June 28, 2022. (3) Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, (b) interest expense to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company, and (c) certain other expenses to reflect the post-acquisition operating environment. (4) Live for the year ended September 30, 2021. (5) Kinetic for the period of October 1, 2020 through September 30, 2021. |
Summary of Assets Acquired and Liabilities Assumed Within Fair Value Hierarchy | The assets acquired and liabilities assumed were classified within the fair value hierarchy table below in accordance with our fair value measurements policy (see Note 2). Level 1 Level 3 Total Accounts receivable, net $ 756 $ — $ 756 Intangible assets — 3,570 3,570 Accounts payable 12 — 12 Accrued liabilities 1,031 — 1,031 |
Kinetic | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | The table below outlines the purchase price allocation of the purchase for Kinetic to the acquired identifiable assets, liabilities assumed and goodwill as of September 30, 2022 (in $000’s): Total purchase price $ 25,044 Accounts payable 571 Accrued liabilities 1,848 Total liabilities assumed 2,419 Total consideration 27,463 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 $ 3,339 |
Better Backers | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill | 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 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table details the Company's property and equipment as of September 30, 2022 and 2021, respectively (in $000’s): September 30, September 30, Property and equipment, net: Building and improvements $ 26,761 $ 11,737 Land 2,029 2,029 Transportation equipment 622 450 Machinery and equipment 53,739 35,284 Furnishings and fixtures 4,407 3,907 Office, computer equipment and other 3,699 2,792 91,257 56,199 Less: Accumulated depreciation ( 26,667 ) ( 20,567 ) $ 64,590 $ 35,632 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table details the Company's intangible assets as of September 30, 2022 and 2021, respectively (in $000’s): September 30, September 30, Intangible assets, net: Domain name and marketing related intangibles $ 808 $ 260 Customer relationship intangibles 4,598 6,089 Purchased software 587 587 5,993 6,935 Less: Accumulated amortization ( 2,149 ) ( 2,239 ) $ 3,844 $ 4,697 |
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): As of September 30, 2023 $ 843 2024 686 2025 672 2026 670 2027 565 Thereafter 408 $ 3,844 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Company's goodwill | The following table details the Company's goodwill as of September 30, 2022 (in 000’s): Retail Flooring Manufacturing Steel Manufacturing Corporate Total September 30, 2020 $ 36,947 $ 807 $ — $ — $ 37,754 Additions — — — 3,717 3,717 Impairment — — — — — September 30, 2021 36,947 807 — 3,717 41,471 Additions — — 3,339 — 3,339 Impairment — — — ( 3,717 ) ( 3,717 ) September 30, 2022 $ 36,947 $ 807 $ 3,339 $ — $ 41,093 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities Abstract | |
Schedule Of Accrued Liabilities | The following table details the Company's accrued liabilities as of September 30, 2022 and 2021, respectively (in 000’s): September 30, September 30, Accrued liabilities: Accrued payroll and bonuses $ 4,838 $ 4,765 Accrued sales and use taxes 1,905 1,692 Accrued property taxes 321 293 Accrued rent 108 14 Accrued gift card and escheatment liability 1,696 1,593 Accrued interest payable 390 372 Accrued accounts payable and bank overdrafts 1,731 503 Accrued professional fees 1,924 4,937 Customer deposits 384 241 Accrued expenses - other 3,189 2,638 $ 16,486 $ 17,048 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Schedule of Long-term Debt | Notes Payable as of September 30, 2022 and 2021 consisted of the following (in $000’s): September 30, September 30, Bank of America Revolver Loan, variable interest rate, matures January 2025 $ 10,143 $ — Encina Business Credit Revolver Loan, LIBOR + 4.5 %- 5.5 %, matures July 2023 — 12,735 Texas Capital Bank Revolver Loan, variable interest rate, matures November 2023 9,391 8,794 Fifth-Third Bank Revolver, variable interest rate, matures January 2027 23,573 — Fifth-Third Bank Term Loan, variable interest rate, matures January 2027 3,167 — Fifth-Third Bank Term Loan, variable interest rate, matures January 2027 3,857 — Fifth-Third Bank Special Advance Term Loan, SOFR + 375 basis points, matures June 2025 917 — Encina Business Credit Term Loan, LIBOR + 6.5 %, matures July 2023 — 1,319 Note Payable to the Sellers of Kinetic, 7.0 % interest rate, matures September 2027 3,000 — Note Payable to the Sellers of Vintage Stock, 8 % interest rate, matures September 2023 — 4,200 Note #3 Payable to Banc of America Leasing & Capital LLC, 4.8 % interest rate, matures December 2023 751 1,320 Note #4 Payable to Banc of America Leasing & Capital LLC, 4.9 % interest rate, matures December 2023 231 406 Note #5 Payable to Banc of America Leasing & Capital LLC, 4.7 % interest rate, matures December 2024 1,406 1,985 Note #6 Payable to Banc of America Leasing & Capital LLC, 4.7 % interest rate, matures July 2024 471 618 Note #7 Payable to Banc of America Leasing & Capital LLC, 3.2 % interest rate, matures February 2027 3,542 4,121 Note #8 Payable to Banc of America Leasing & Capital LLC, 4.0 % interest rate, matures September 2027 2,500 2,943 Note #9 Payable to Banc of America Leasing & Capital LLC, 3.75 % interest rate, matures December 2026 4,815 — Note Payable to Extruded Fibers, 6.78 % interest rate, matures March 2023 — 700 Note payable to the Sellers of Precision Marshall, no state or implied interest rate, buyer holdback 2,500 2,500 Note Payable to Store Capital Acquisitions, LLC, 9.3 % interest rate, matures June 2056 9,171 9,209 Note payable to individual, 11.0 % interest rate, payable on 90-day 207 207 Note payable to individual, 10.0 % interest rate, payable on 90-day 500 500 Note payable to individual, noninterest bearing, monthly payments of $ 19 through March 2023 139 472 Note payable to individual, 7.0 % interest rate, five-year notes, unsecured 198 198 Note payable RSSI/(VSSS), no stated or implied interest rate, matures March 2023 130 130 Notes payable JCM Holdings, 6.0 % interest rate, matures January 2030 1,656 1,833 Total notes payable 82,265 54,190 Less unamortized debt issuance costs ( 626 ) ( 576 ) Net amount 81,639 53,614 Less current portion ( 18,935 ) ( 16,055 ) Long-term portion $ 62,704 $ 37,559 |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt at September 30, 2022 are as follows excluding related party debt (in $000’s): Years ending September 30, 2023 $ 18,935 2024 14,130 2025 3,945 2026 3,584 2027 32,025 Thereafter 9,646 Total $ 82,265 |
Schedule of Fixed Coverage Ratio | The BofA Revolver bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greatest of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50 %, or (iii) 30-day Term SOFR plus 0.11448% credit spread adjustment plus the margin , which varies, depending on the fixed coverage ratio table below (Effective December 31, 2021, SOFR replaced the USD LIBOR for most financial benchmarking) . Levels I – V determine the interest rate to be charged Marquis and is based on the fixed charge coverage ratio achieved. The Level V interest rate is adjusted up or down on a quarterly basis going forward based upon the above fixed coverage ratio achieved by Marquis. Level Fixed Charge Coverage Ratio Term SOFR Revolver Loan Base Rate I <1.20 to 1.00 2.25 % 1.25 % II >1.20 to 1.00 but <1.50 to 1.00 2.00 % 1.00 % III >1.50 to 1.00 but <1.75 to 1.00 1.75 % 0.75 % IV >1.75 to 1.00 but <2.00 to 1.00 1.50 % 0.50 % V >2.00 to 1.00 1.25 % 0.25 % |
Bank of America Revolver Loan | |
Summary of Bank Revolver | The following tables summarize the BofA Revolver for the years ended and as of September 30, 2022 and 2021, respectively (in $000’s): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 148,015 $ 135,035 Cumulative repayment during the period 136,928 134,843 Maximum borrowed during the period 11,210 — Weighted average interest for the period 3.68 % 0.00 % As of September 30, 2022 2021 Total availability $ 13,804 $ 23,321 Total outstanding 10,143 — |
Encina Revolver Loans | |
Summary of Bank Revolver | The following tables summarize the Encina Revolver Loans as of and for the years ended September 30, 2022 and 2021 (in $000’s): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 18,812 $ 47,008 Cumulative repayment during the period 31,547 49,159 Maximum borrowed during the period 2,000 1,400 Weighted average interest for the period 6.50 % 6.50 % As of September 30, 2022 2021 Total availability $ — $ 3,590 Total outstanding — 12,735 |
Loan with Fifth Third Bank | |
Summary of Bank Revolver | The following tables summarize the Fifth Third Bank Revolver Loan as of and for the years ended September 30, 2022 and 2021 (in $000’s): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 61,745 $ — Cumulative repayment during the period 38,172 — Maximum borrowed during the period 12,937 — Weighted average interest for the period 4.64 % 0.00 % As of September 30, 2022 2021 Total availability $ 4,900 $ — Total outstanding 23,573 — |
Texas Capital Bank Revolver Loan | |
Summary of Bank Revolver | The following tables summarize the TCB Revolver as of and for the years ended September 30, 2022 and 2021 (in $000's): During the year ended September 30, 2022 2021 Cumulative borrowing during the period $ 86,390 $ 90,650 Cumulative repayment during the period 85,794 88,971 Maximum borrowed during the period 2,425 8,930 Weighted average interest for the period 3.26 % 2.43 % As of September 30, 2022 2021 Total availability $ 1,707 $ 3,206 Total outstanding 9,391 8,794 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Related Parties | Long-term debt, related parties as of September 30, 2022 and 2021 consisted of the following (in $000’s): September 30, September 30, Isaac Capital Group, LLC, 12.5 % interest rate, matures May 2025 $ 2,000 $ 2,000 Spriggs Investments, LLC, 10 % interest rate, matures July 2023 2,000 2,000 Total notes payable - related parties 4,000 4,000 Less current portion ( 2,000 ) ( 2,000 ) Long-term portion $ 2,000 $ 2,000 |
Schedule of Future Maturities of Notes | Future maturities of notes payable, related parties at September 30, 2022 are as follows (in $000’s): Years ending September 30, 2023 $ 2,000 2024 — 2025 2,000 2026 — 2027 — Thereafter — Total $ 4,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the years ended September 30, 2022 and 2021: Number of Weighted Weighted Intrinsic Outstanding at September 30, 2020 119,168 $ 15.76 2.71 $ — Granted 7,500 40.92 Exercised ( 28,668 ) 11.25 Forfeited ( 10,500 ) 20.56 Outstanding at September 30, 2021 87,500 $ 18.81 1.78 $ 1,626 Exercisable at September 30, 2021 78,500 $ 16.29 1.72 $ 1,626 Outstanding at September 30, 2021 87,500 $ 18.81 1.78 $ 1,626 Granted — Exercised — Forfeited — Outstanding at September 30, 2022 87,500 $ 18.81 0.78 $ 771 Exercisable at September 30, 2022 87,500 $ 18.81 0.78 $ 771 |
Summary of Exercise Price for Stock Options Outstanding and Exercisable | The exercise price for stock options outstanding and exercisable at September 30, 2022 is as follows: Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options Price 25,000 $ 10.00 25,000 $ 10.00 6,250 12.50 6,250 12.50 6,250 15.00 6,250 15.00 25,000 15.18 25,000 15.18 4,000 23.41 4,000 23.41 4,000 27.60 4,000 27.60 4,000 31.74 4,000 31.74 4,000 36.50 4,000 36.50 5,000 40.00 5,000 40.00 4,000 41.98 4,000 41.98 87,500 87,500 |
Summary of Non-Vested Shares | The following table summarizes information about the Company’s non-vested shares as of September 30, 2022: Average Number of Grant-Date Non-vested Options Options Fair Value Non-vested at September 30, 2021 9,000 $ 17.57 Granted — $ — Forfeited/Cancelled — $ — Vested ( 9,000 ) $ 17.57 Non-vested at September 30, 2022 — $ — |
Income Per Share (Tables)
Income Per Share (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) per Share | The following table presents the computation of basic and diluted net income per share: Years Ended September 30, 2022 2021 Basic Net income $ 24,741 $ 31,197 Less: preferred stock dividends — — Net income applicable to common stock $ 24,741 $ 31,197 Weighted average common shares outstanding 3,116,214 1,566,288 Basic income per share $ 7.94 $ 19.92 Diluted Net income applicable to common stock $ 24,741 $ 31,197 Add: preferred stock dividends — — Net income applicable for diluted earnings per share $ 24,741 $ 31,197 Weighted average common shares outstanding 3,116,214 1,566,288 Add: Options 39,082 37,069 Add: Series B Preferred Stock — 1,578,950 Add: Series E Preferred Stock 239 239 Assumed weighted average common shares 3,155,535 3,182,546 Diluted income per share $ 7.84 $ 9.80 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Summary of Warranty Reserve Activity | The following table summarizes the warranty reserve activity for the years ended September 30, 2022 and 2021 (in $000’s): Beginning balance, September 30, 2020 $ 206 Warranties issued/accrued — Warranty settlements ( 101 ) Ending balance, September 30, 2021 105 Warranty issued/accrued — Warranties settlements ( 70 ) Ending balance, September 30, 2022 $ 35 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Tax Expense | Income tax expense for the years ended September 30, 2022 and 2021 is as follows (in $000’s): Year Ended Year Ended September 30, September 30, Current expense: Federal $ 524 $ 3,830 State 329 1,015 853 4,845 Deferred expense: Federal 5,051 3,474 State 971 343 6,022 3,817 Total income tax expense $ 6,875 $ 8,662 |
Reconciliation between Effective and Statutory Income Tax Rates | reconciliation of the differences between the effective and statutory income tax rates for years ended September 30, 2022 and 2021: Year Ended Year Ended September 30, September 30, Federal statutory rates 21.0 % 21.0 % State income taxes, net of federal benefit 4.0 % 2.4 % Permanent differences 3.2 % ( 0.9 )% Bankruptcy gain exclusion ( 9.0 )% 0.0 % Stock compensation 3.8 % 1.7 % PPP loan forgiveness 0.0 % ( 3.3 )% Property and equipment adjustment 0.0 % 0.5 % Change in valuation allowance ( 0.2 )% ( 0.6 )% Other ( 1.0 )% 1.0 % Effective rate 21.8 % 21.8 % |
Schedule of Deferred Income Tax Assets and Liabilities | At September 30, 2022 and 2021, deferred income tax assets and liabilities were comprised of (in $000’s): September 30, September 30, Deferred income tax assets (liabilities): Allowance for bad debts $ 53 $ 15 Accrued expenses ( 172 ) 168 Inventory 1,132 836 Accrued compensation 150 127 Net operating loss 508 508 Tax credits 475 540 Stock compensation 265 1,466 Intangibles ( 2,952 ) ( 2,491 ) Property & equipment ( 8,843 ) ( 4,822 ) Right of use assets ( 8,817 ) ( 7,616 ) Lease liabilities 9,609 9,136 Other 560 188 Less: Valuation allowance ( 786 ) ( 851 ) Total deferred income tax asset (liability) $ ( 8,818 ) $ ( 2,796 ) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following tables summarize segment information for the years ended September 30, 2022 and 2021 (in $000’s): Year Ended Year Ended September 30, 2022 September 30, 2021 % of % of Total Net Total Net Total Retail $ 86,156 30.0 % $ 88,845 32.5 % Flooring manufacturing 130,850 45.6 % 130,223 47.7 % Steel manufacturing 60,617 21.1 % 49,302 18.1 % Corporate and other 9,290 3.2 % 4,611 1.7 % Total Revenue $ 286,913 100.0 % $ 272,981 100.0 % Year Ended September 30, 2022 2021 Revenues Retail $ 86,156 $ 88,845 Flooring Manufacturing 130,850 130,223 Steel Manufacturing 60,617 49,302 Corporate & Other 9,290 4,611 $ 286,913 $ 272,981 Gross profit Retail $ 45,583 $ 48,059 Flooring Manufacturing 31,908 37,893 Steel Manufacturing 16,878 11,954 Corporate & Other 3,458 1,557 $ 97,827 $ 99,463 Operating income (loss) Retail $ 12,628 $ 16,340 Flooring Manufacturing 14,154 20,203 Steel Manufacturing 8,866 5,869 Corporate & Other ( 9,721 ) ( 6,622 ) $ 25,927 $ 35,790 Depreciation and amortization Retail $ 1,247 $ 1,499 Flooring Manufacturing 3,331 3,721 Steel Manufacturing 1,983 1,440 Corporate & Other 607 131 $ 7,168 $ 6,791 Interest expense, net Retail $ 440 $ 1,578 Flooring Manufacturing 1,883 2,049 Steel Manufacturing 1,312 1,046 Corporate & Other 574 532 $ 4,209 $ 5,205 Income before provision for income taxes Retail $ 23,197 $ 15,789 Flooring Manufacturing 11,828 22,742 Steel Manufacturing 5,201 5,239 Corporate & Other ( 8,610 ) ( 4,091 ) $ 31,616 $ 39,679 Year Ended September 30, Total Assets 2022 2021 Retail $ 72,166 $ 59,760 Flooring manufacturing 130,440 94,853 Steel manufacturing 72,269 33,635 Corporate and other 3,762 23,490 Consolidated totals $ 278,637 $ 211,738 |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2022 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of interest on factoring | 0.0125% | |
Minimum annual commission due in factoring, per contract year | $ 200,000 | |
Allowance for doubtful accounts | 132,000 | $ 61,000 |
Allowance for inventory reserves | 2,423,000 | 1,793,000 |
Goodwill impairment | 3,717,000 | |
Intangible amortization expense | 960,000 | 522,000 |
Warranty reserve | 35,000 | 105,000 |
Breakage income related from gift cards | 65,000 | 10,000 |
Advertising Expense | $ 445,000 | 350,000 |
Lease expiration period | various dates through 2046 | |
Number of operating segments | Segment | 4 | |
Number of reportable segments | Segment | 3 | |
Federal Deposit Insurance Corporation insured amount | $ 250,000 | |
Restricted Cash | $ 890,000 | $ 735,000 |
Customer Lists | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 20 years | |
Trade Names | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 20 years | |
Leases | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | over the life of the lease | |
Minimum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of factoring commission | 0.45% | |
Minimum | Domain Name and Marketing | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 3 years | |
Minimum | Software | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 3 years | |
Minimum | Customer Relationships | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 7 years | |
Minimum | Building and Improvements | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 3 years | |
Minimum | Transportation Equipment | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 5 years | |
Minimum | Machinery and Equipment | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 3 years | |
Minimum | Furnishings and Fixtures | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 3 years | |
Minimum | Office and Computer Equipment | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 3 years | |
Maximum | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of factoring commission | 0.50% | |
Maximum | Domain Name and Marketing | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 20 years | |
Maximum | Software | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 5 years | |
Maximum | Customer Relationships | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 15 years | |
Maximum | Building and Improvements | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 40 years | |
Maximum | Transportation Equipment | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 10 years | |
Maximum | Machinery and Equipment | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 10 years | |
Maximum | Furnishings and Fixtures | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 5 years | |
Maximum | Office and Computer Equipment | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of property and equipment | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Trade Receivables (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Trade receivables, current, net | $ 25,665,000 | $ 21,559,000 |
Accounts receivable | 25,797,000 | 21,620,000 |
Less: Reserve for doubtful accounts | (132,000) | (61,000) |
Total trade receivables, net | $ 25,665,000 | $ 21,559,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 35,829 | $ 18,604 |
Work in progress | 7,539 | 12,404 |
Finished goods | 32,814 | 22,584 |
Merchandise | 23,900 | 18,948 |
Total inventory, gross | 100,082 | 72,540 |
Less: Inventory reserves | (2,423) | (1,793) |
Total inventory, net | $ 97,659 | $ 70,747 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Leased Assets [Line Items] | ||
Weighted average remaining lease term | 11 years 2 months 12 days | |
Weighted average discount rate | 6.15% | |
Total cash payments | $ 9,900,000 | |
Gain on lease settlement, net | $ 0 | |
Finance lease weighted average remaining lease term | 29 years 3 months 18 days | |
Finance lease weighted average discount rate | 13.55% | |
Finance Lease cash payments | $ 519,000 | |
Loss on write off an ROU | $ 522,000 |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Leases [Abstract] | ||
Right of use asset - operating leases | $ 33,659 | $ 30,466 |
Current | 7,851 | 7,202 |
Current - finance | 217 | 0 |
Long term | 30,382 | 26,996 |
Long term - finance | $ 19,568 | $ 2,347 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Future Lease Payments (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 10,056 |
2024 | 8,584 |
2025 | 6,701 |
2026 | 5,171 |
2027 | 4,069 |
Thereafter | 19,812 |
Total | 54,393 |
Less implied interest | (16,160) |
Present value of payments | $ 38,233 |
Leases - Schedule of Present _2
Leases - Schedule of Present Value of Future Lease Payments of finance lease (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 1,942 |
2024 | 2,012 |
2025 | 2,088 |
2026 | 2,806 |
2027 | 1,955 |
Thereafter | 71,623 |
Finance Lease, Liability, to be Paid, Total | 82,426 |
Less implied interest | (62,641) |
Finance Lease, Liability | $ 19,785 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jun. 14, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Variable Interest Entity [Line Items] | ||||
Goodwill | $ 41,093,000 | $ 41,471,000 | $ 37,754,000 | |
Additional amount due to the seller upon FINRA's approval | 1,000,000 | |||
Purchase Agreement | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of units acquired in exchange for other consideration | 24.90% | |||
Initial payment to the seller | $ 1,700,000 | |||
Non-refundable deposit to the seller | $ 4,200,000 | |||
Percentage of remaining units deposited into escrow with the seller legal counsel | 75.10% | |||
Additional amount paid to the seller upon FINRA's approval | $ 1,000,000 | |||
Amount already paid to the seller upon FINRA's approval | $ 200,000 | |||
Salomon Whitney LLC | ||||
Variable Interest Entity [Line Items] | ||||
Percentage of outstanding membership interests acquired | 100% | |||
Payment to acquire business | $ 7,000,000 | |||
Goodwill | $ 3,717,000 | $ 3,700,000 |
Variable Interest Entity - Summ
Variable Interest Entity - Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill (Detail) - USD ($) $ in Thousands | Jun. 14, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Variable Interest Entity [Line Items] | ||||
Total goodwill | $ 41,093 | $ 41,471 | $ 37,754 | |
Salomon Whitney [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Total purchase price | $ 7,000 | |||
Accounts payable | 12 | |||
Accrued liabilities | 1,031 | |||
Total liabilities assumed | 1,043 | |||
Total consideration | 8,043 | |||
Accounts receivable | 756 | |||
Intangible assets | 3,570 | |||
Total assets acquired | 4,326 | |||
Total goodwill | $ 3,717 | $ 3,700 |
Variable Interest Entity - Su_2
Variable Interest Entity - Summary of Assets Acquired and Liabilities Assumed Within Fair Value Hierarchy (Detail) - Salomon Whitney LLC $ in Thousands | Jun. 14, 2021 USD ($) |
Variable Interest Entity [Line Items] | |
Accounts receivable | $ 756 |
Intangible assets | 3,570 |
Accounts payable | 12 |
Accrued liabilities | 1,031 |
Level 1 | |
Variable Interest Entity [Line Items] | |
Accounts receivable | 756 |
Intangible assets | 0 |
Accounts payable | 12 |
Accrued liabilities | 1,031 |
Level 3 | |
Variable Interest Entity [Line Items] | |
Accounts receivable | 0 |
Intangible assets | 3,570 |
Accounts payable | 0 |
Accrued liabilities | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jul. 01, 2022 | Jun. 28, 2022 | Sep. 30, 2022 | Jan. 20, 2022 | |
Business Acquisition [Line Items] | ||||
Proceeds from sale and leaseback of the real estate | $ 8,300,000 | |||
Lease term | 20 years | |||
Rent escalation per annum | 2% | |||
Precision Industries Affiliated Holdings [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of issued and outstanding shares | 100% | |||
Marquis | ||||
Business Acquisition [Line Items] | ||||
Other Ownership Interests, Contributed Capital | $ 1,800,000 | |||
Revolving Credit Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,000,000 | |||
Goodwill | $ 3,300,000 | |||
Sale Lease back Transaction [Member] | ||||
Business Acquisition [Line Items] | ||||
Related party income from rent and other common area reimbursed expenses | 600,000 | |||
Isaac Capital Group [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income | 1,800,000 | |||
Kinetic Industries [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash on hand | 1,700,000 | |||
Working Capital Adjustment | 400,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |||
Contingent Earn Out Liability | 997,000 | |||
Business combination, transaction value | 25,044,000 | |||
Payment to acquire business | 3,000,000 | |||
Goodwill | $ 3,339,000 | |||
Kinetic Industries [Member] | Revolving Credit Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000,000 | |||
Kinetic Industries [Member] | Sale Lease back Transaction [Member] | ||||
Business Acquisition [Line Items] | ||||
Sale price of the Real Estate | 8,900,000 | |||
Closing fees | $ 547,000 | |||
Better Backers | ||||
Business Acquisition [Line Items] | ||||
Fair value | 9,300,000 | |||
Business combination, transaction value | $ 3,166,000 | |||
Lease term | 20 years | |||
Rent escalation 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 | |||
Better Backers | Lease Agreements [Member] | Maximum [Member] | ||||
Business Acquisition [Line Items] | ||||
Related party income from rent and other common area reimbursed expenses | 73,000 | |||
Better Backers | Lease Agreements [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Related party income from rent and other common area reimbursed expenses | 32,000 | |||
Better Backers | Revolving Credit Facility [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price post-closing adjustments | $ 3,200,000 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill and Bargain Purchase Gain (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Business Combination Segment Allocation [Line Items] | |
Inventory | $ 6,429 |
Kinetic | |
Business Combination Segment Allocation [Line Items] | |
Total purchase price | 25,044 |
Accounts payable | 571 |
Accrued liabilities | 1,848 |
Total liabilities assumed | 2,419 |
Total consideration | 27,463 |
Cash | 287 |
Accounts receivable | 3,073 |
Inventory | 12,855 |
Intangible assets | 1,000 |
Other assets | 480 |
Total assets acquired | 24,124 |
Total goodwill | $ 3,339 |
Acquisitions - Summary of Summa
Acquisitions - Summary of Summary of Proforma Information for the Company (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | ||||
Business Combination Segment Allocation [Line Items] | |||||
Cost of Revenue | $ 189,086 | $ 173,518 | |||
Net income attributable to Live stockholders | $ 24,741 | $ 31,197 | |||
Earnings Per Share, Basic | $ 7.94 | $ 19.92 | |||
Earnings Per Share, Diluted | $ 7.84 | $ 9.80 | |||
Live Unaudited [Member] | |||||
Business Combination Segment Allocation [Line Items] | |||||
Cost of Revenue | $ 286,913 | [1] | $ 272,981 | [2] | |
Net income attributable to Live stockholders | $ 24,741 | [1] | $ 31,017 | [2] | |
Earnings Per Share, Basic | $ 7.94 | [1] | $ 19.92 | [2] | |
Earnings Per Share, Diluted | $ 7.84 | [1] | $ 9.80 | [2] | |
Pro Forma [Member] | |||||
Business Combination Segment Allocation [Line Items] | |||||
Cost of Revenue | $ 302,331 | $ 295,560 | |||
Net income attributable to Live stockholders | $ 25,908 | $ 34,536 | |||
Earnings Per Share, Basic | $ 8.31 | $ 22.05 | |||
Earnings Per Share, Diluted | $ 8.21 | $ 10.85 | |||
Scenario, Adjustment [Member] | |||||
Business Combination Segment Allocation [Line Items] | |||||
Net income attributable to Live stockholders | [3] | $ (207) | $ (277) | ||
Kinetic Industries [Member] | |||||
Business Combination Segment Allocation [Line Items] | |||||
Cost of Revenue | 15,418 | [4] | 22,579 | [5] | |
Net income attributable to Live stockholders | $ 1,374 | [4] | $ 3,796 | [5] | |
[1] (1) Live for the year ended September 30, 2022. Includes Kinetic from June 29, 2022 through September 30, 2022. (4) Live for the year ended September 30, 2021. (3) Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, (b) interest expense to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company, and (c) certain other expenses to reflect the post-acquisition operating environment. (2) Kinetic from October 1, 2021 through the acquisition date of June 28, 2022. (5) Kinetic for the period of October 1, 2020 through September 30, 2021. |
Acquisitions - Summary of pur_2
Acquisitions - Summary of purchase price allocation of Better Backers to the acquired identifiable assets (Details) - USD ($) $ in Thousands | Jul. 01, 2022 | Sep. 30, 2022 |
Business Combination Segment Allocation [Line Items] | ||
Inventory | $ 6,429 | |
Better Backers | ||
Business Combination Segment Allocation [Line Items] | ||
Total purchase price | $ 3,166 | |
Inventory | 748 | |
Property, plant and equipment, net | 2,118 | |
Intangible assets | 300 | |
Total assets acquired | $ 3,166 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Property and equipment, net: | ||
Property and equipment, gross | $ 91,257 | $ 56,199 |
Less: Accumulated depreciation | (26,667) | (20,567) |
Property and equipment, net | 64,590 | 35,632 |
Building and Improvements | ||
Property and equipment, net: | ||
Property and equipment, gross | 26,761 | 11,737 |
Land | ||
Property and equipment, net: | ||
Property and equipment, gross | 2,029 | 2,029 |
Transportation Equipment | ||
Property and equipment, net: | ||
Property and equipment, gross | 622 | 450 |
Machinery and Equipment | ||
Property and equipment, net: | ||
Property and equipment, gross | 53,739 | 35,284 |
Furnishings and Fixtures | ||
Property and equipment, net: | ||
Property and equipment, gross | 4,407 | 3,907 |
Office, Computer Equipment and Other | ||
Property and equipment, net: | ||
Property and equipment, gross | $ 3,699 | $ 2,792 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 6.2 | $ 6.3 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Intangible assets, net: | ||
Intangible assets, gross | $ 5,993 | $ 6,935 |
Less: Accumulated amortization | (2,149) | (2,239) |
Intangible assets, net | 3,844 | 4,697 |
Domain Name and Marketing | ||
Intangible assets, net: | ||
Intangible assets, gross | 808 | 260 |
Customer Relationships | ||
Intangible assets, net: | ||
Intangible assets, gross | 4,598 | 6,089 |
Purchased Software | ||
Intangible assets, net: | ||
Intangible assets, gross | $ 587 | $ 587 |
Intangibles - Additional Inform
Intangibles - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Intangible amortization expense | $ 960,000 | $ 522,000 |
SW Financial | ||
Finite Lived Intangible Assets [Line Items] | ||
Impairment charges | 1,200,000 | |
Impairment of customer relationships | 1,100,000 | |
Impairment of trade name | $ 59,000 | |
Impairment occurred | $ 0 |
Intangibles - Future Amortizati
Intangibles - Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 843 | |
2024 | 686 | |
2025 | 672 | |
2026 | 670 | |
2027 | 565 | |
Thereafter | 408 | |
Intangible assets, net | $ 3,844 | $ 4,697 |
Goodwill - Schedule of Company'
Goodwill - Schedule of Company's goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 41,471 | $ 37,754 |
Additions | 3,339 | 3,717 |
Impairment | (3,717) | |
Goodwill, Ending Balance | 41,093 | 41,471 |
Retail | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 36,947 | 36,947 |
Goodwill, Ending Balance | 36,947 | 36,947 |
Flooring Manufacturing | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 807 | 807 |
Goodwill, Ending Balance | 807 | 807 |
Steel Manufacturing | ||
Goodwill [Roll Forward] | ||
Additions | 3,339 | |
Goodwill, Ending Balance | 3,339 | |
Corporate | ||
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | 3,717 | |
Additions | 3,717 | |
Impairment | (3,717) | |
Goodwill, Ending Balance | $ 0 | $ 3,717 |
Goodwill (Additional Informatio
Goodwill (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Line Items] | ||
Goodwill recognized during year | $ 3,339 | $ 3,717 |
SW Financial | ||
Goodwill [Line Items] | ||
Goodwill recognized during year | 3,300 | 3,700 |
Impairment Charge In Amount | $ 3,700 | |
Impairment occurred | $ 0 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Accrued liabilities: | ||
Accrued payroll and bonuses | $ 4,838 | $ 4,765 |
Accrued sales and use taxes | 1,905 | 1,692 |
Accrued property taxes | 321 | 293 |
Accrued rent | 108 | 14 |
Accrued gift card and escheatment liability | 1,696 | 1,593 |
Accrued interest payable | 390 | 372 |
Accrued accounts payable and bank overdrafts | 1,731 | 503 |
Accrued professional fees | 1,924 | 4,937 |
Customer deposits | 384 | 241 |
Accrued expenses - other | 3,189 | 2,638 |
Total accrued liabilities | $ 16,486 | $ 17,048 |
Accrued Liabilities (Additional
Accrued Liabilities (Additional Information) (Details) - USD ($) | Sep. 30, 2022 | Feb. 28, 2022 | Sep. 30, 2021 |
Balance Sheet Detail Information [Line Items] | |||
Accrued liabilities | $ 16,486,000 | $ 17,048,000 | |
Debtor-in-Possession Liabilities | $ 0 | $ 149,000 | |
Debtor in Possession Liabilities | ApplianceSmart Inc | |||
Balance Sheet Detail Information [Line Items] | |||
Accrued liabilities | $ 2,600,000 |
Long Term Debt - Schedule of Lo
Long Term Debt - Schedule of Long-term Debt (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||
Total notes payable | $ 82,265,000 | $ 54,190,000 | |
Less unamortized debt issuance costs | (626,000) | (576,000) | |
Net amount | 81,639,000 | 53,614,000 | |
Less current portion | (18,935,000) | (16,055,000) | |
Long Term Debt Including Related Parties Non Current, Total | 62,704,000 | 37,559,000 | |
Note payable to individual | |||
Debt Instrument [Line Items] | |||
Total notes payable | 207,000 | 207,000 | |
Note payable to individual 2 | |||
Debt Instrument [Line Items] | |||
Total notes payable | 500,000 | 500,000 | |
Note payable to individual 3 | |||
Debt Instrument [Line Items] | |||
Total notes payable | 139,000 | 472,000 | |
Note payable to individual 4 | |||
Debt Instrument [Line Items] | |||
Total notes payable | 198,000 | 198,000 | |
Note Payable to the Sellers of Kinetic | |||
Debt Instrument [Line Items] | |||
Total notes payable | 3,000,000 | 0 | |
Note Payable to the Sellers of Vintage Stock | |||
Debt Instrument [Line Items] | |||
Total notes payable | 0 | 4,200,000 | |
Note #3 Payable to Banc of America Leasing & Capital | |||
Debt Instrument [Line Items] | |||
Total notes payable | 751,000 | 1,320,000 | |
Note #4 Payable to Banc of America Leasing & Capital | |||
Debt Instrument [Line Items] | |||
Total notes payable | 231,000 | 406,000 | |
Note #5 Payable to Banc of America Leasing & Capital | |||
Debt Instrument [Line Items] | |||
Total notes payable | 1,406,000 | 1,985,000 | |
Note #6 Payable to Bank of America Leasing & Capital | |||
Debt Instrument [Line Items] | |||
Total notes payable | 471,000 | 618,000 | |
Note #7 Payable to Banc of America Leasing & Capital | |||
Debt Instrument [Line Items] | |||
Total notes payable | 3,542,000 | 4,121,000 | |
Note #8 Payable to Banc of America Leasing & Capital | |||
Debt Instrument [Line Items] | |||
Total notes payable | 2,500,000 | 2,943,000 | |
Note #9 Payable to Banc of America Leasing & Capital | |||
Debt Instrument [Line Items] | |||
Total notes payable | 4,815,000 | ||
Note Payable to Extruded Fibers | |||
Debt Instrument [Line Items] | |||
Total notes payable | 0 | 700,000 | |
Note Payable to the Sellers of Precision Marshall | |||
Debt Instrument [Line Items] | |||
Total notes payable | 2,500,000 | 2,500,000 | |
Note Payable to Store Capital Acquisitions | |||
Debt Instrument [Line Items] | |||
Total notes payable | 9,171,000 | 9,209,000 | |
Notes Payable | |||
Debt Instrument [Line Items] | |||
Total notes payable | 82,265,000 | ||
Note Payable to JCM Holdings | |||
Debt Instrument [Line Items] | |||
Total notes payable | 1,656,000 | 1,833,000 | |
Note payable RSSI/(VSSS) | |||
Debt Instrument [Line Items] | |||
Total notes payable | 130,000 | 130,000 | |
Bank of America Revolver Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable | 10,143,000 | 0 | |
Encina Business Credit Revolver Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable | 0 | 12,735,000 | |
Texas Capital Bank Revolver Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable | 9,391,000 | 8,794,000 | |
Crossroads Financial Revolver Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable | 0 | $ 883,000 | |
Encina Business Credit Term Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable | 0 | $ 1,319,000 | |
Fifth-Third Bank Revolver | |||
Debt Instrument [Line Items] | |||
Total notes payable | 23,573,000 | ||
Fifth-Third Bank Term Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable | 3,167,000 | ||
Fifth Third Bank Term Loan Two | |||
Debt Instrument [Line Items] | |||
Total notes payable | 3,857,000 | ||
Fifth-Third Bank Special Advance Term Loan | |||
Debt Instrument [Line Items] | |||
Total notes payable | $ 917,000 |
Long Term Debt - Schedule of _2
Long Term Debt - Schedule of Long-term Debt (Parenthetical) (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Maturity date | November 2023 |
Note payable to individual | |
Debt Instrument [Line Items] | |
Interest rate | 11% |
Note payable to individual 3 | |
Debt Instrument [Line Items] | |
Debt periodic payment | $ 19 |
Note payable to individual 4 | |
Debt Instrument [Line Items] | |
Interest rate | 7% |
Collateral | unsecured |
Note payable to individual 2 | |
Debt Instrument [Line Items] | |
Interest rate | 10% |
Note Payable to the Sellers of Kinetic | |
Debt Instrument [Line Items] | |
Maturity date | September 2027 |
Interest rate | 7% |
Note Payable to the Sellers of Vintage Stock | |
Debt Instrument [Line Items] | |
Maturity date | September 2023 |
Interest rate | 8% |
Note #3 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Maturity date | December 2023 |
Interest rate | 4.80% |
Note #4 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Maturity date | December 2023 |
Interest rate | 4.90% |
Note #5 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Maturity date | December 2024 |
Interest rate | 4.70% |
Note #7 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Maturity date | February 2027 |
Interest rate | 3.20% |
Note #6 Payable to Bank of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Maturity date | July 2024 |
Interest rate | 4.70% |
Note #8 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Maturity date | September 2027 |
Interest rate | 4% |
Note #9 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Maturity date | December 2026 |
Interest rate | 3.75% |
Note Payable to Extruded Fibers | |
Debt Instrument [Line Items] | |
Maturity date | March 2023 |
Interest rate | 6.78% |
Note Payable to JCM Holdings | |
Debt Instrument [Line Items] | |
Maturity date | January 2030 |
Interest rate | 6% |
Note Payable to Store Capital Acquisitions | |
Debt Instrument [Line Items] | |
Maturity date | June 2056 |
Interest rate | 9.30% |
Encina Business Credit Revolver Loan | |
Debt Instrument [Line Items] | |
Maturity date | July 2023 |
Fifth-Third Bank Revolver | |
Debt Instrument [Line Items] | |
Maturity date | January 2027 |
Encina Business Credit Term Loan | |
Debt Instrument [Line Items] | |
Maturity date | July 2023 |
Fifth-Third Bank Special Advance Term Loan | |
Debt Instrument [Line Items] | |
Maturity date | June 2025 |
Fifth-Third Bank Term Loan | |
Debt Instrument [Line Items] | |
Maturity date | January 2027 |
Fifth Third Bank Term Loan Two | |
Debt Instrument [Line Items] | |
Maturity date | January 2027 |
Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Maturity date | January 2025 |
LIBOR | Encina Business Credit Term Loan | |
Debt Instrument [Line Items] | |
Interest rate | 6.50% |
Maximum [Member] | LIBOR | Encina Business Credit Revolver Loan | |
Debt Instrument [Line Items] | |
Interest rate | 5.50% |
Minimum [Member] | LIBOR | Encina Business Credit Revolver Loan | |
Debt Instrument [Line Items] | |
Interest rate | 4.50% |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 82,265 | $ 54,190 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
2023 | 18,935 | |
2024 | 14,130 | |
2025 | 3,945 | |
2026 | 3,584 | |
2027 | 32,025 | |
Thereafter | 9,646 | |
Total | $ 82,265 |
Long-Term Debt - Bank of Americ
Long-Term Debt - Bank of America Revolver Loan - Additional Information (Details) - Marquis $ in Millions | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Debt periodic frequency | 60 monthly installments |
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 |
Debt instrument, percentage of advance rate for raw materials of inventory | 46.70% |
Debt instrument, percentage of advance rate for work-in-progress of inventory | 0% |
Debt instrument, percentage of advance rate or finished goods of inventory | 66.40% |
Debt instrument, special reserves and advance limit of lessor | $ 12.5 |
Debt instrument, percentage of value of eligible inventory | 65% |
Debt interest rate description | The BofA Revolver bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greatest of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50%, or (iii) 30-day Term SOFR plus 0.11448% credit spread adjustment plus the margin |
Bank of America Revolver Loan | Federal Funds Rate | |
Debt Instrument [Line Items] | |
Percentage points added to the reference rate | 0.50% |
Bank of America Revolver Loan | Maximum | |
Debt Instrument [Line Items] | |
Fixed charge coverage ratio | 1% |
Bank of America Revolver Loan | Minimum | |
Debt Instrument [Line Items] | |
Fixed charge coverage ratio | 1.05% |
Long-Term Debt - Schedule of Fi
Long-Term Debt - Schedule of Fixed Coverage Ratio (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Level I | |
Debt Instrument [Line Items] | |
Fixed Charge Coverage Ratio | <1.20 to 1.00 |
Level I | Base Rate | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 1.25% |
Level I | LIBOR | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 2.25% |
Level II | |
Debt Instrument [Line Items] | |
Fixed Charge Coverage Ratio | >1.20 to 1.00 but <1.50 to 1.00 |
Level II | Base Rate | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 1% |
Level II | LIBOR | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 2% |
Level III | |
Debt Instrument [Line Items] | |
Fixed Charge Coverage Ratio | >1.50 to 1.00 but <1.75 to 1.00 |
Level III | Base Rate | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 0.75% |
Level III | LIBOR | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 1.75% |
Level IV | |
Debt Instrument [Line Items] | |
Fixed Charge Coverage Ratio | >1.75 to 1.00 but <2.00 to 1.00 |
Level IV | Base Rate | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 0.50% |
Level IV | LIBOR | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 1.50% |
Level V | |
Debt Instrument [Line Items] | |
Fixed Charge Coverage Ratio | >2.00 to 1.00 |
Level V | Base Rate | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 0.25% |
Level V | LIBOR | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 1.25% |
Long-Term Debt - Summary of Ban
Long-Term Debt - Summary of Bank Revolver (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Bank of America Revolver Loan | ||
Debt Instrument [Line Items] | ||
Cumulative borrowing during the period | $ 148,015 | $ 135,035 |
Cumulative repayment during the period | 136,928 | $ 134,843 |
Maximum borrowed during the period | $ 11,210 | |
Weighted average interest for the period | 3.68% | 0% |
Total availability | $ 13,804 | $ 23,321 |
Total outstanding | 10,143 | |
Encina Revolver Loans | ||
Debt Instrument [Line Items] | ||
Cumulative borrowing during the period | 18,812 | 47,008 |
Cumulative repayment during the period | 31,547 | 49,159 |
Maximum borrowed during the period | $ 2,000 | $ 1,400 |
Weighted average interest for the period | 6.50% | 6.50% |
Total availability | $ 0 | $ 3,590 |
Total outstanding | 0 | $ 12,735 |
Loan with Fifth Third Bank | ||
Debt Instrument [Line Items] | ||
Cumulative borrowing during the period | 61,745 | |
Cumulative repayment during the period | 38,172 | |
Maximum borrowed during the period | $ 12,937 | |
Weighted average interest for the period | 4.64% | 0% |
Total availability | $ 4,900 | |
Total outstanding | 23,573 | |
Texas Capital Bank Revolver Loan | ||
Debt Instrument [Line Items] | ||
Cumulative borrowing during the period | 86,390 | $ 90,650 |
Cumulative repayment during the period | 85,794 | 88,971 |
Maximum borrowed during the period | $ 2,425 | $ 8,930 |
Weighted average interest for the period | 3.26% | 2.43% |
Total availability | $ 1,707 | $ 3,206 |
Total outstanding | $ 9,391 | $ 8,794 |
Long-term Debt - Loan With Enci
Long-term Debt - Loan With Encina Business Credit, LLC - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 28, 2022 | Jan. 20, 2022 | Sep. 30, 2022 | Jul. 14, 2020 | |
Precision Industries, Inc. | ||||
Debt Instrument [Line Items] | ||||
Secured term loan amount | $ 3,000 | |||
Interest rate during period | 7% | |||
Encina Loans | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Secured term loan threshold amount | $ 23,500,000 | |||
Refinanced credit facility | $ 29,000,000 | |||
Revolving credit | 23,000,000 | |||
Machinery and equipment lending facility | 3,500,000 | |||
Capital Expenditure lending | $ 2,500,000 | |||
Encina Loans | Encina Business Credit, LLC | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility beginning amount subject to eligible inventory sublimit | 14,000,000 | |||
Line of credit facility declined amount subject to eligible inventory sublimit | $ 12,000,000 | |||
Maturity date | Jul. 14, 2023 | |||
Accounts Receivable | Encina Loans | Encina Business Credit, LLC | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Percentage of eligible accounts receivable | 85% | |||
Inventory | Encina Loans | Encina Business Credit, LLC | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Percentage of eligible accounts receivable | 85% |
Long-Term Debt - Loan with Fift
Long-Term Debt - Loan with Fifth Third Bank (Additional Information) (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Jun. 28, 2022 | Jan. 20, 2022 | |
Kinetic Industries [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 11,000,000 | ||
Revolving Credit Facility [Member] | Kinetic Industries [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||
Term Loan [Member] | Kinetic Industries [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | 4,000,000 | |
Debt Instrument, Maturity Date | Jan. 20, 2027 | ||
Term Loan One [Member] | Kinetic Industries [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000,000 | 1,000,000 | |
Debt Instrument, Maturity Date | Jun. 28, 2025 | ||
Fifth Third Bank [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | Jan. 20, 2027 | ||
Fifth Third Bank [Member] | Term Loan [Member] | Kinetic Industries [Member] | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | $ 3,900,000 | ||
Fifth Third Bank [Member] | Term Loan One [Member] | Kinetic Industries [Member] | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | 917,000 | ||
Fifth Third Bank [Member] | Encina Loans [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 29,000,000 | ||
Reduction in interest costs and availability of liquid funds | 3,000,000 | ||
Letters of Credit Outstanding, Amount | 3,200,000 | ||
Fifth Third Bank [Member] | Encina Loans [Member] | Machinery and Equipment [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 3,500,000 | ||
Fifth Third Bank [Member] | Encina Loans [Member] | Capital expenditure Member | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 2,500,000 | ||
Fifth Third Bank [Member] | Encina Loans [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 23,000,000 | ||
Letters of Credit Outstanding, Amount | $ 23,600,000 |
Long-Term Debt - Texas Capital
Long-Term Debt - Texas Capital Bank Revolver Loan - Additional Information (Details) - Texas Capital Bank Revolver Loan - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2020 | Nov. 03, 2016 | |
Debt Instrument [Line Items] | |||||
Credit line maximum | $ 12 | ||||
Credit line expiration period | 5 years | ||||
Debt periodic frequency | monthly | ||||
Credit line maturity date | Nov. 03, 2023 | ||||
Debt instrument, appraisal value of inventory maximum borrowing capacity Percentage | 90% | ||||
Debt instrument, Debt Instrument eligible receivables net of certain reserves Percentage | 85% | ||||
Debt instrument, appraisal value percentage | 92.50% | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, appraisal value percentage | 90% |
Long-Term Debt - Crossroads Rev
Long-Term Debt - Crossroads Revolver - Additional Information (Details) - USD ($) | Mar. 15, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 03, 2020 |
Debt Instrument [Line Items] | |||||
Loan outstanding | $ 82,265,000 | $ 54,190,000 | |||
Crossroads Financial Revolver Loan | |||||
Debt Instrument [Line Items] | |||||
Credit line maximum | $ 4,000,000 | ||||
Debt instrument, percentage of maximum inventory cost | 75% | ||||
Debt instrument, percentage of maximum net orderly liquidation value | 85% | ||||
Credit line maturity date | Mar. 15, 2021 | ||||
Description of variable rate basis | Advances under the Crossroads Revolver bore interest at an interest rate equal to the greater of (i) the three-month London Interbank Offered Rate plus 2.19% or (ii) 5.0%. | ||||
Percentage of servicing fee | 1% | ||||
Annual loan fee | $ 80 | ||||
Loan outstanding | 0 | $ 883,000 | |||
Crossroads Financial Revolver Loan | ApplianceSmart Inc | |||||
Debt Instrument [Line Items] | |||||
Cash collateral for guaranty | $ 1,200,000 | ||||
Debt issuance cost | $ 118,000 | ||||
Crossroads Financial Revolver Loan | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Percentage points added to the reference rate | 2.19% | ||||
Crossroads Financial Revolver Loan | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Percentage points added to the reference rate | 5% |
Long-Term Debt - Comvest Term L
Long-Term Debt - Comvest Term Loan - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 USD ($) | Dec. 31, 2018 USD ($) | Sep. 30, 2018 USD ($) | Jun. 30, 2018 USD ($) | Sep. 30, 2022 USD ($) Location | Sep. 30, 2021 USD ($) | Sep. 30, 2018 | |
Debt Instrument [Line Items] | |||||||
Senior leverage ratio | 200% | ||||||
Debt instrument covenant minimum EBITDA on trailing twelve-month basis | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | ||||
Capital expenditures due current | $ 2,000,000 | ||||||
Capital expenditures due year two | $ 1,800,000 | ||||||
Capital expenditures due year three | $ 1,500,000 | ||||||
Number of retail location | Location | 3 | ||||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Senior leverage ratio | 200% | ||||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Senior leverage ratio | 200% | ||||||
Number of retail location | Location | 5 | ||||||
Store Sales Percentage | 5.50% | ||||||
Median | |||||||
Debt Instrument [Line Items] | |||||||
Senior leverage ratio | 150% | ||||||
Comvest Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Date entered into an agreement | Sep. 30, 2020 | ||||||
Credit line maximum | $ 24,000,000 | ||||||
Proceeds from term loans | $ 4,000,000 | ||||||
Debt instrument, federal funds rate | 0.50% | ||||||
Maturity date | May 26, 2023 | ||||||
Term loan amortization percentage | 12.50% | ||||||
Decrease in leverage ratio | 10% | ||||||
Debt periodic frequency | quarterly | ||||||
Comvest Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate during period | 1% | ||||||
Percentage points added to the reference rate | 2% | ||||||
Comvest Term Loan | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate during period | 8% | ||||||
Percentage of excess cash flow | 50% | ||||||
Comvest Term Loan | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate during period | 9.50% | ||||||
Senior secured leverage ratio | 150% | ||||||
Percentage of excess cash flow | 100% |
Long-Term Debt - Lonesome Oak E
Long-Term Debt - Lonesome Oak Equipment Loan - Additional Information (Details) - Lonesome Oak - Extruded Fibers Inc. - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument [Line Items] | ||
Debt periodic frequency | payable monthly in the amount of $100,000 for 36 months | |
Debt periodic payment | $ 3,600,000 | |
Debt instrument interest rate | 6.78% | |
Debt periodic payment, principal | $ 100,000 | |
Debt initial payment date | Mar. 31, 2020 | |
Debt maturity date | Mar. 03, 2023 |
Long Term Debt - Note Payable t
Long Term Debt - Note Payable to JCM Holdings - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Oct. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note Payable to JCM Holdings | |||
Debt Instrument [Line Items] | |||
Remaining principal balance | $ 1.7 | ||
Marquis | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 5.5 | ||
Debt stated interest rate | 3.75% | ||
Marquis | Note Payable to JCM Holdings | |||
Debt Instrument [Line Items] | |||
Business combination, transaction value | $ 2.5 | ||
Marquis | Note Payable to JCM Holdings | Loan Agreement | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 2 | ||
Debt stated interest rate | 6% | ||
Debt maturity date | Jan. 31, 2030 |
Long-Term Debt - Note Payable t
Long-Term Debt - Note Payable to the Sellers of Vintage Stock - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 07, 2018 | Nov. 03, 2016 | Sep. 30, 2022 | Sep. 30, 2020 | |
Comvest Term Loan | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 24,000,000 | |||
Credit line maturity date | Sep. 23, 2023 | Sep. 27, 2027 | ||
Financed Mezzanine Loan | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 10,000,000 | |||
Financed Mezzanine Loan | Sellers Subordinated Acquisition Note | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest for the period | 8% |
Long-Term Debt - Equipment Loan
Long-Term Debt - Equipment Loans - Additional Information (Details) - Marquis - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt face amount | $ 5,500,000 | |
Debt periodic frequency | 60 monthly installments | |
Debt periodic payment | $ 92,000 | |
Debt stated interest rate | 3.75% | |
Note #3 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 3,700,000 | |
Debt maturity date | Dec. 31, 2023 | |
Debt periodic frequency | 84 monthly payments | |
Debt periodic payment | $ 52,000 | |
Debt initial payment date | Jan. 31, 2017 | |
Debt stated interest rate | 4.80% | |
Note #4 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 1,100,000 | |
Debt maturity date | Dec. 31, 2023 | |
Debt periodic frequency | 81 monthly payments | |
Debt periodic payment | $ 16,000 | |
Debt initial payment date | Apr. 30, 2017 | |
Debt stated interest rate | 4.90% | |
Note #5 Payable to Bank of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 4,000,000 | |
Debt maturity date | Dec. 31, 2024 | |
Debt periodic frequency | 84 monthly payments | |
Debt periodic payment | $ 55,000 | |
Debt initial payment date | Jan. 31, 2018 | |
Debt stated interest rate | 4.70% | |
Note #6 Payable to Bank of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 913,000 | |
Debt maturity date | Jul. 31, 2024 | |
Debt periodic frequency | 60 monthly payments | |
Debt periodic payment | $ 14,000 | |
Debt initial payment date | Aug. 31, 2019 | |
Debt final payment | $ 197,000 | |
Debt stated interest rate | 4.70% | |
Note #7 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 5,000,000 | |
Debt maturity date | Feb. 28, 2027 | |
Debt periodic frequency | 84 monthly payments | |
Debt periodic payment | $ 59,000 | |
Debt initial payment date | Mar. 31, 2020 | |
Debt final payment | $ 809,000 | |
Debt stated interest rate | 3.20% | |
Note #8 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Debt face amount | $ 3,400,000 | |
Debt maturity date | Sep. 30, 2027 | |
Debt periodic frequency | 84 monthly payments | |
Debt periodic payment | $ 46,000 | |
Debt initial payment date | Oct. 31, 2020 | |
Debt stated interest rate | 4% |
Long-Term Debt - Note Payable_2
Long-Term Debt - Note Payable to Store Capital Acquisitions, LLC - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 14, 2016 | |
Debt Instrument [Line Items] | |||
Proceeds from note payable | $ 17,000,000 | $ 2,259,000 | |
Debt issuance costs | 626,000 | 576,000 | |
Store Capital Acquisitions | |||
Debt Instrument [Line Items] | |||
Note payable | 10,000,000 | ||
Proceeds from sale of land | 644,000 | ||
Proceeds from note payable | $ 9,400,000 | ||
Debt instrument, term | 15 years | ||
Annual lease rate | $ 60,000 | ||
Debt stated interest rate | 9.30% | ||
Maturity date | Jun. 13, 2056 | ||
Debt instrument prepayment penalties percentage | For the first five years of the note payable, there is a pre-payment penalty of 5%, which declines by 1% for each year the loan remains unpaid for the next five years. At the end of ten years, there is no pre-payment penalty. | ||
Debt issuance costs | $ 458,000 | ||
Letters of Credit Outstanding, Amount | $ 9,200,000 |
Long-Term Debt- Note Payable to
Long-Term Debt- Note Payable to the Sellers of Kinetic(Additional Information) (Details) - USD ($) | 12 Months Ended | |||
Jun. 28, 2022 | Jun. 07, 2018 | Sep. 30, 2022 | Sep. 30, 2020 | |
Comvest Term Loan | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 24,000,000 | |||
Credit line maturity date | Sep. 23, 2023 | Sep. 27, 2027 | ||
Marquis Industries Inc [Member] | Loan Agreement [Member] | Note Payable To J C M Holdings [Member] | ||||
Debt Instrument [Line Items] | ||||
Letters of Credit Outstanding, Amount | $ 3,000,000 | |||
Precision Industries, Inc. | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 3,000 | |||
Interest rate during period | 7% |
Long-Term Debt - Marquis PPP Lo
Long-Term Debt - Marquis PPP Loan - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | May 04, 2020 |
Bank Of America N A | CARES Act | Marquis Paycheck Protection Program Loan | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 4.8 | ||
Debt stated interest rate | 1% | ||
Marquis | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 5.5 | ||
Debt stated interest rate | 3.75% |
Long-Term Debt - Precision PPP
Long-Term Debt - Precision PPP Loan - Additional Information (Details) - Precision Industries, Inc. - Citizens Bank N A - CARES Act $ in Millions | Apr. 27, 2020 USD ($) |
PPP Loan | |
Debt Instrument [Line Items] | |
Debt face amount | $ 1.4 |
PPP loan | |
Debt Instrument [Line Items] | |
Debt stated interest rate | 1% |
Debt instrument, term | 2 years |
Notes Payable, Related Partie_2
Notes Payable, Related Parties - Schedule of Long-term Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 4,000 | $ 4,000 |
Less current portion | (2,000) | (2,000) |
Notes payable related parties, net of current portion | 2,000 | 2,000 |
Isaac Capital Fund | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | 2,000 | 2,000 |
Spriggs Investments, LLC | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 2,000 | $ 2,000 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties - Schedule of Long-term Related Parties (Parenthetical) (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Isaac Capital Fund | |
Debt Instrument [Line Items] | |
Debt instrument interest rate | 12.50% |
Debt maturity date | May 31, 2025 |
Spriggs Investments, LLC | |
Debt Instrument [Line Items] | |
Debt instrument interest rate | 10% |
Debt maturity date | Jul. 31, 2023 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties - Schedule of Future Maturities of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 4,000 | $ 4,000 |
Notes Payable, Related Parties | ||
Debt Instrument [Line Items] | ||
Future maturity 2023 | 2,000 | |
Future maturity 2024 | 0 | |
Future maturity 2025 | 2,000 | |
Future maturity 2026 | 0 | |
Future maturity 2027 | 0 | |
Future maturity thereafter | 0 | |
Total notes payable - related parties | $ 4,000 |
Notes Payable, Related Partie_5
Notes Payable, Related Parties - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||
Dec. 08, 2022 | Jul. 10, 2020 | Sep. 30, 2022 | Jul. 02, 2022 | Jun. 28, 2022 | Jun. 23, 2022 | Sep. 30, 2021 | Apr. 09, 2020 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||
Notes Payable, Related Parties | $ 4,000 | $ 4,000 | |||||||
Loan outstanding | 82,265 | 54,190 | |||||||
Spriggs Investments, LLC | Spriggs Promissory Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan maximum borrowing amount | $ 2,000 | ||||||||
Maturity date | Jul. 10, 2022 | ||||||||
Debt stated interest rate | 10% | ||||||||
Loan outstanding | 2,000 | ||||||||
Revolving line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit line maximum | $ 11,000 | ||||||||
Mezzanine Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan maximum borrowing amount | $ 7,000 | ||||||||
Debt stated interest rate | 12.50% | ||||||||
Loan outstanding | 2,000 | $ 2,000 | |||||||
Isaac Capital Group, LLC | Revolving line of credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt stated interest rate | 10% | ||||||||
Credit line maximum | $ 1,000 | ||||||||
Amount drawn | $ 1,800 | $ 4,500 | |||||||
Line of credit facility acquisition amount | 6,000 | ||||||||
Isaac Capital Group, LLC | Mezzanine Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan maximum borrowing amount | $ 2,000 | ||||||||
Isaac Capital Group, LLC | Jon Isaac | Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of capital stock outstanding | 50.20% | ||||||||
ApplianceSmart Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan maximum borrowing amount | 6,500 | ||||||||
Debt periodic payment, principal | $ 3,900 | ||||||||
Percentage of outstanding principal amount repaid | 10% | ||||||||
Debt stated interest rate | 5% | ||||||||
Cash paid purchase price | $ 2,600 | ||||||||
Notes Payable, Related Parties | 2,800 | ||||||||
ApplianceSmart Note | Debtor in Possession Liabilities | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan outstanding | $ 2,800 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Jan. 07, 2014 | |
Class Of Stock [Line Items] | ||||||
Accrued dividends | $ 720,000 | $ 720,000 | ||||
Common stock, shares issued | 3,074,833 | 1,582,334 | ||||
Common stock, shares outstanding | 3,074,833 | 1,582,334 | ||||
Treasury stock purchased, shares | 86,451 | 35,435 | ||||
Payment for treasury stock | $ 2,696,000 | $ 421,000 | ||||
2014 Omnibus Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Common stock reserved for issuance | 300,000 | |||||
Isaac Capital Group, LLC | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares converted units | 259,902 | 259,902 | ||||
Convertible conversation of preferred stock | 1,299,510 | |||||
Series E Convertible Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, issued | 47,840 | 47,840 | ||||
Preferred stock, outstanding | 47,840 | 47,840 | ||||
Repurchased shares of preferred stock | 30,000 | |||||
Aggregate purchase price of convertible preferred stock | $ 3,000 | |||||
Preferred stock, dividend rate | 5% | |||||
Preferred stock, liquidation preference per share | $ 0.30 | $ 0.30 | ||||
Preferred stock conversion ratio | 0.005 | |||||
Preferred stock, conversion price per share | $ 85.50 | |||||
Accrued dividends | $ 200,000 | $ 200,000 | ||||
Series B Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock, issued | 0 | 315,790 | ||||
Preferred stock, outstanding | 0 | 315,790 | ||||
Preferred stock shares converted units | 315,790 | 315,790 | ||||
Convertible conversation of preferred stock | 1,578,950 | |||||
Series B Preferred Stock | Isaac Capital Group, LLC | ||||||
Class Of Stock [Line Items] | ||||||
Preferred stock shares converted units | 315,790 | 315,790 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Series B Convertible Preferred Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Fair value adjustment of warrants | $ 462 | $ 462 | |
Series B Convertible Preferred Stock Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants additional extended expiration period | 2 years | ||
Series B Convertible Preferred Stock Warrants | Series B Convertible Preferred Stock | |||
Class Of Warrant Or Right [Line Items] | |||
Number of warrants outstanding and exercisable | 118,029 | ||
Warrants exercise price, outstanding and exercisable | $ 20.80 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Shares | |||
Outstanding, beginning balance | 87,500 | 119,168 | |
Granted | 7,500 | ||
Exercised | (28,668) | ||
Forfeited | (10,500) | ||
Outstanding, ending balance | 87,500 | 87,500 | 119,168 |
Exercisable | 87,500 | 78,500 | |
Weighted Average Exercise Price | |||
Outstanding, beginning balance | $ 18.81 | $ 15.76 | |
Granted | 40.92 | ||
Exercised | 11.25 | ||
Forfeited | 20.56 | ||
Outstanding, ending balance | 18.81 | 18.81 | $ 15.76 |
Exercisable | $ 18.81 | $ 16.29 | |
Weighed Average Remaining Contractual Life | |||
Outstanding, ending balance | 9 months 10 days | 1 year 9 months 10 days | 2 years 8 months 15 days |
Exercisable | 9 months 10 days | 1 year 8 months 19 days | |
Intrinsic value outstanding balance | $ 771 | $ 1,626 | |
Exercisable | $ 771 | $ 1,626 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 37,000 | $ 489,000 |
Stock options, granted | 7,500 | |
Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 38,000 | $ 489,000 |
Unrecognized compensation expense | $ 0 | |
Stock options, granted | 0 | 7,500 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Exercise Price for Stock Options Outstanding and Exercisable (Details) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 87,500 | 87,500 | 119,168 |
Option exercise price outstanding | $ 18.81 | $ 18.81 | $ 15.76 |
Number of options exercisable | 87,500 | 78,500 | |
Option exercise price exercisable | $ 18.81 | $ 16.29 | |
$10.00 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 25,000 | ||
Option exercise price outstanding | $ 10 | ||
Number of options exercisable | 25,000 | ||
Option exercise price exercisable | $ 10 | ||
$12.50 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 6,250 | ||
Option exercise price outstanding | $ 12.50 | ||
Number of options exercisable | 6,250 | ||
Option exercise price exercisable | $ 12.50 | ||
$15.00 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 6,250 | ||
Option exercise price outstanding | $ 15 | ||
Number of options exercisable | 6,250 | ||
Option exercise price exercisable | $ 15 | ||
$15.18 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 25,000 | ||
Option exercise price outstanding | $ 15.18 | ||
Number of options exercisable | 25,000 | ||
Option exercise price exercisable | $ 15.18 | ||
$23.41 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 4,000 | ||
Option exercise price outstanding | $ 23.41 | ||
Number of options exercisable | 4,000 | ||
Option exercise price exercisable | $ 23.41 | ||
$27.60 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 4,000 | ||
Option exercise price outstanding | $ 27.60 | ||
Number of options exercisable | 4,000 | ||
Option exercise price exercisable | $ 27.60 | ||
$31.74 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 4,000 | ||
Option exercise price outstanding | $ 31.74 | ||
Number of options exercisable | 4,000 | ||
Option exercise price exercisable | $ 31.74 | ||
$36.50 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 4,000 | ||
Option exercise price outstanding | $ 36.50 | ||
Number of options exercisable | 4,000 | ||
Option exercise price exercisable | $ 36.50 | ||
$40.00 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 5,000 | ||
Option exercise price outstanding | $ 40 | ||
Number of options exercisable | 5,000 | ||
Option exercise price exercisable | $ 40 | ||
$41.98 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 4,000 | ||
Option exercise price outstanding | $ 41.98 | ||
Number of options exercisable | 4,000 | ||
Option exercise price exercisable | $ 41.98 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Non-Vested Shares (Details) | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Outstanding, beginning balance | shares | 9,000 |
Vested | shares | (9,000) |
Outstanding, ending balance | shares | 0 |
Weighted-Average Grant-Date Fair Value | |
Beginning of period | $ / shares | $ 17.57 |
Vested | $ / shares | 17.57 |
Ending of period | $ / shares | $ 0 |
Income Per Share - Computation
Income Per Share - Computation of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Basic | ||
Net income | $ 24,741 | $ 31,197 |
Less: preferred stock dividends | 0 | 0 |
Net income applicable to common stock | $ 24,741 | $ 31,197 |
Weighted average common shares outstanding | 3,116,214 | 1,566,288 |
Basic income per share | $ 7.94 | $ 19.92 |
Diluted | ||
Net income applicable to common stock | $ 24,741 | $ 31,197 |
Add: preferred stock dividends | 0 | 0 |
Net income applicable for diluted earnings per share | $ 24,741 | $ 31,197 |
Weighted average common shares outstanding | 3,116,214 | 1,566,288 |
Add: Options | 39,082 | 37,069 |
Assumed weighted average common shares outstanding | 3,155,535 | 3,182,546 |
Diluted income per share | $ 7.84 | $ 9.80 |
Series B Preferred Stock | ||
Diluted | ||
Add: Preferred Stock | 0 | 1,578,950 |
Series E Preferred Stock | ||
Diluted | ||
Add: Preferred Stock | 239 | 239 |
Income Per Share - Additional I
Income Per Share - Additional Information (Details) - shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 21,000 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended | |||||||
Jul. 10, 2020 USD ($) | Apr. 22, 2020 USD ($) | Sep. 30, 2022 USD ($) ft² | Sep. 30, 2021 USD ($) | Jun. 28, 2022 USD ($) | Apr. 09, 2020 USD ($) | Dec. 31, 2015 USD ($) | Sep. 30, 2015 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Notes Payable, Related Parties | $ 4,000,000 | $ 4,000,000 | ||||||
Loan outstanding | 82,265,000 | 54,190,000 | ||||||
Inventories, net of reserves of $2.4 million at September 30, 2022, and $1.8 million at September 30, 2021 | 97,659,000 | 70,747,000 | ||||||
Spriggs Investments, LLC | Spriggs Promissory Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan maximum borrowing amount | $ 2,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||
Maturity date | Jul. 10, 2022 | |||||||
Loan outstanding | 2,000,000 | |||||||
ApplianceSmart Note | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan maximum borrowing amount | $ 6,500,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |||||||
Notes Payable, Related Parties | $ 2,800,000 | |||||||
Percentage of outstanding principal amount repaid | 10% | |||||||
Debt periodic frequency | quarterly | |||||||
Cash paid purchase price | $ 2,600,000 | |||||||
Revolving line of credit | ||||||||
Related Party Transaction [Line Items] | ||||||||
Credit line maximum | $ 11,000,000 | |||||||
Mezzanine Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan maximum borrowing amount | $ 7,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | |||||||
Loan outstanding | $ 2,000,000 | 2,000,000 | ||||||
Isaac Capital Fund | ||||||||
Related Party Transaction [Line Items] | ||||||||
Maturity date | May 31, 2025 | |||||||
Notes Payable, Related Parties | $ 2,000,000 | 2,000,000 | ||||||
Isaac Capital Fund | Revolving line of credit | ||||||||
Related Party Transaction [Line Items] | ||||||||
Credit line maximum | $ 1,000,000 | |||||||
Isaac Capital Fund | Mezzanine Loan | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan maximum borrowing amount | $ 7,000,000 | |||||||
JanOne Inc. | Rent Income | ||||||||
Related Party Transaction [Line Items] | ||||||||
Rentable square feet of office space | ft² | 9,900 | |||||||
Square feet of total office space | ft² | 16,500 | |||||||
Related party income from rent and other common area reimbursed expenses | $ 218,000 | $ 190,000 | ||||||
Michelle Cooper | Appliance Smart Contracting | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||
Maturity date | Sep. 30, 2022 | |||||||
Proceeds from sale of business to related party | $ 60,000 | |||||||
Related party transaction, amounts of advance | 60,000 | |||||||
Michelle Cooper | Appliance Smart Contracting | Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan maximum borrowing amount | $ 382,000 | |||||||
ARCA Recycling, Inc | ||||||||
Related Party Transaction [Line Items] | ||||||||
Brokerage fees | 99,000 | |||||||
Inventories, net of reserves of $2.4 million at September 30, 2022, and $1.8 million at September 30, 2021 | 125,000 | |||||||
Due from related parties Inventory | $ 518,000 | |||||||
Vintage Stock Purchase [Member] | Rodney Spriggs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||
Maturity date | Sep. 23, 2023 | |||||||
Date of acquisition agreement | Nov. 03, 2016 | |||||||
Business combination, issuance of subordinated notes payable | $ 10,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Feb. 28, 2022 | Sep. 30, 2022 |
Loss Contingencies [Line Items] | ||
Gain on the settlement of debt | $ 11,400,000 | |
Write-off on settlement of debts | 11,500,000 | |
Debtor-in-possession liabilities | $ 149,000 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Warranty Reserve Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Beginning balance | $ 105 | $ 206 |
Warranties issued/accrued | 0 | 0 |
Warranty settlements | (70) | (101) |
Ending balance | $ 35 | $ 105 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Current expense: | ||
Federal | $ 524 | $ 3,830 |
State | 329 | 1,015 |
Total current | 853 | 4,845 |
Deferred expense: | ||
Federal | 5,051 | 3,474 |
State | 971 | 343 |
Total deferred | 6,022 | 3,817 |
Total income tax expense | $ 6,875 | $ 8,662 |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Effective and Statutory Income Tax Rates (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income tax reconciliation | ||
Federal statutory rates | 21% | 21% |
State income taxes, net of federal benefit | 4% | 2.40% |
Permanent differences | 3.20% | (0.90%) |
Bankruptcy gain exclusion | (9.00%) | 0% |
Stock Compensation | 3.80% | 1.70% |
PPP loan forgiveness | 0% | (3.30%) |
Property & equipment adjustment | 0% | 0.50% |
Change in valuation allowance | (0.20%) | (0.60%) |
Other | (1.00%) | 1% |
Effective rate | 21.80% | 21.80% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred income tax assets (liabilities): | ||
Allowance for bad debts | $ 53 | $ 15 |
Accrued expenses | 172 | 168 |
Inventory | 1,132 | 836 |
Accrued compensation | 150 | 127 |
Net operating loss | 508 | 508 |
Tax credits | 475 | 540 |
Stock compensation | 265 | 1,466 |
Intangibles | (2,952) | (2,491) |
Property & equipment | (8,843) | (4,822) |
Right of use assets | (8,817) | (7,616) |
Lease liabilities | 9,609 | 9,136 |
Other | 560 | 188 |
Less: Valuation allowance | (786) | (851) |
Total deferred income tax asset | $ (8,818) | $ (2,796) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Tax Credit Carryforward [Line Items] | |
Income tax examination completion date | Sep. 30, 2022 |
Valuation allowance | $ 0.8 |
Federal | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforward | 0 |
State | |
Tax Credit Carryforward [Line Items] | |
Net operating loss carryforward | $ 7.3 |
Operating loss carryforward expiration date | Dec. 31, 2035 |
Tax credit carryforwards | $ 0.6 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 4 |
Segment Reporting - Summary of
Segment Reporting - Summary of Segment Information on Total Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 286,913 | $ 272,981 |
Percentage of total revenue | 100% | 100% |
Retail | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 86,156 | $ 88,845 |
Percentage of total revenue | 30% | 32.50% |
Flooring Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 130,850 | $ 130,223 |
Percentage of total revenue | 45.60% | 47.70% |
Steel Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 60,617 | $ 49,302 |
Percentage of total revenue | 21.10% | 18.10% |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 9,290 | $ 4,611 |
Percentage of total revenue | 3.20% | 1.70% |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 286,913 | $ 272,981 |
Gross profit | 97,827 | 99,463 |
Operating income (loss) | 25,927 | 35,790 |
Depreciation and amortization | 7,168 | 6,791 |
Interest expense, net | 4,209 | 5,205 |
Income before provision for income taxes | 31,616 | 39,679 |
Assets | 278,637 | 211,738 |
Retail | ||
Segment Reporting Information [Line Items] | ||
Revenues | 86,156 | 88,845 |
Gross profit | 45,583 | 48,059 |
Operating income (loss) | 12,628 | 16,340 |
Depreciation and amortization | 1,247 | 1,499 |
Interest expense, net | 440 | 1,578 |
Income before provision for income taxes | 23,197 | 15,789 |
Assets | 72,166 | 59,760 |
Flooring Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 130,850 | 130,223 |
Gross profit | 31,908 | 37,893 |
Operating income (loss) | 14,154 | 20,203 |
Depreciation and amortization | 3,331 | 3,721 |
Interest expense, net | 1,883 | 2,049 |
Income before provision for income taxes | 11,828 | 22,742 |
Assets | 130,440 | 94,853 |
Steel Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 60,617 | 49,302 |
Gross profit | 16,878 | 11,954 |
Operating income (loss) | 8,866 | 5,869 |
Depreciation and amortization | 1,983 | 1,440 |
Interest expense, net | 1,312 | 1,046 |
Income before provision for income taxes | 5,201 | 5,239 |
Assets | 72,269 | 33,635 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 9,290 | 4,611 |
Gross profit | 3,458 | 1,557 |
Operating income (loss) | (9,721) | (6,622) |
Depreciation and amortization | 607 | 131 |
Interest expense, net | 574 | 532 |
Income before provision for income taxes | (8,610) | (4,091) |
Assets | $ 3,762 | $ 23,490 |