Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2020 | Aug. 04, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Live Ventures Inc | |
Entity Central Index Key | 0001045742 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Incorporation, State or Country Code | NV | |
File Number | 001-33937 | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding | 1,603,031 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Trading Symbol | LIVE | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Tax Identification Number | 85-0206668 | |
Entity Address, Address Line One | 325 E. Warm Springs Road | |
Entity Address, Address Line Two | Suite 102 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89119 | |
City Area Code | 702 | |
Local Phone Number | 997-5968 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Assets | ||
Cash | $ 5,689 | $ 2,681 |
Trade receivables, net | 13,540 | 11,901 |
Inventories, net | 42,927 | 38,558 |
Income taxes receivable | 83 | 235 |
Prepaid expenses and other current assets | 2,313 | 2,377 |
Debtor in possession assets | 611 | |
Total current assets | 65,163 | 55,752 |
Property and equipment, net | 24,687 | 22,596 |
Right of use asset - operating leases | 24,585 | |
Deposits and other assets | 88 | 90 |
Deferred taxes | 2,678 | 4,869 |
Intangible assets, net | 1,196 | 2,199 |
Goodwill | 37,577 | 36,947 |
Total assets | 155,974 | 122,453 |
Liabilities: | ||
Accounts payable | 9,841 | 14,144 |
Accrued liabilities | 6,724 | 12,984 |
Lease obligation short term - operating leases | 6,900 | |
Current portion of long-term debt | 18,075 | 7,897 |
Debtor-in-possession liabilities | 12,022 | |
Total current liabilities | 53,562 | 35,025 |
Long-term debt, net of current portion | 39,250 | 47,819 |
Lease obligation long term - operating leases | 18,439 | |
Notes payable related parties, net of current portion | 4,826 | 4,826 |
Other non-current obligations | 318 | 654 |
Total liabilities | 116,395 | 88,324 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 10,000,000 shares authorized, 1,613,281 and 1,826,009 shares issued and outstanding at June 30, 2020 and September 30, 2019, respectively | 2 | 2 |
Paid in capital | 64,359 | 63,924 |
Treasury stock common 474,905 shares as of June 30, 2020 and 262,177 shares as of September 30, 2019 | (3,871) | (2,438) |
Accumulated deficit | (20,904) | (27,355) |
Total stockholders' equity | 39,579 | 34,129 |
Total liabilities and stockholders' equity | 155,974 | 122,453 |
Series B Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | ||
Series E Convertible Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock | ||
Treasury stock Series E preferred 80,000 shares as of June 30, 2020 and 50,000 shares as of September 30, 2019 | $ (7) | $ (4) |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Sep. 30, 2019 |
Stockholders' equity: | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 1,613,281 | 1,826,009 |
Common stock, shares outstanding | 1,613,281 | 1,826,009 |
Treasury stock, shares | 474,905 | 262,177 |
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 | 214,244 | 214,244 |
Preferred stock, outstanding | 214,244 | 214,244 |
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 | 77,840 |
Preferred stock, outstanding | 47,840 | 77,840 |
Preferred stock, liquidation preference per share | $ 0.30 | $ 0.30 |
Treasury stock, shares | 80,000 | 50,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | $ 42,472 | $ 47,043 | $ 130,904 | $ 147,212 |
Cost of revenues | 25,759 | 27,797 | 79,789 | 89,978 |
Gross profit | 16,713 | 19,246 | 51,115 | 57,234 |
Operating expenses: | ||||
General and administrative expenses | 8,221 | 12,191 | 30,731 | 37,886 |
Sales and marketing expenses | 2,502 | 3,246 | 7,839 | 11,403 |
Total operating expenses | 10,723 | 15,437 | 38,570 | 49,289 |
Operating income | 5,990 | 3,809 | 12,545 | 7,945 |
Other (expense) income: | ||||
Interest expense, net | (1,155) | (1,605) | (3,782) | (4,793) |
Gain on lease settlement, net | 0 | 0 | 223 | 0 |
Other income (expense) | 173 | (162) | (133) | 1,663 |
Total other (expense) income, net | (982) | (1,767) | (3,692) | (3,130) |
Income before provision for income taxes | 5,008 | 2,042 | 8,853 | 4,815 |
Provision for income taxes | 1,423 | 562 | 2,402 | 1,331 |
Net income | $ 3,585 | $ 1,480 | $ 6,451 | $ 3,484 |
Dividends declared - common stock | $ 0 | $ 0 | $ 0 | $ 0 |
Earnings per share: | ||||
Basic | 2.18 | 0.78 | 3.72 | 1.81 |
Diluted | $ 1.07 | $ 0.41 | $ 1.87 | $ 0.95 |
Weighted average common shares outstanding: | ||||
Basic | 1,646,836 | 1,886,445 | 1,735,416 | 1,919,221 |
Diluted | 3,356,043 | 3,625,652 | 3,444,623 | 3,663,038 |
Series B Convertible Preferred Stock | ||||
Other (expense) income: | ||||
Dividends declared - convertible preferred stock | $ 0 | $ 0 | $ 0 | $ 0 |
Series E Convertible Preferred Stock | ||||
Other (expense) income: | ||||
Dividends declared - convertible preferred stock | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
OPERATING ACTIVITIES: | ||
Net income | $ 6,451 | $ 3,484 |
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition: | ||
Depreciation and amortization | 3,954 | 4,132 |
Gain on lease settlement, net | (223) | 0 |
Gain or loss on disposal of property and equipment | 263 | (1,407) |
Amortization of debt issuance cost | 274 | 299 |
Stock based compensation expense | 67 | 110 |
Warrant extension fair value adjustment | 368 | 0 |
Amortization of right-to-use assets | 985 | 0 |
Change in deferred rent | 0 | 370 |
Change in reserve for uncollectible accounts | 424 | (193) |
Change in reserve for obsolete inventory | (84) | (569) |
Change in deferred income taxes | 2,190 | 1,211 |
Change in other | (316) | 256 |
Changes in assets and liabilities: | ||
Trade receivables | 2,702 | 2,807 |
Inventories | 9,398 | 6,898 |
Income taxes receivable | 152 | 114 |
Prepaid expenses and other current assets | 24 | 483 |
Deposits and other assets | 173 | 29 |
Accounts payable | (6,266) | (2,230) |
Accrued liabilities | (2,461) | (1,008) |
Net cash provided by operating activities | 18,075 | 14,786 |
INVESTING ACTIVITIES: | ||
Purchase of intangible assets | (30) | (112) |
Lonesome Oak acquisition | (550) | 0 |
Note receivable | (55) | 0 |
Proceeds from the sale of property and equipment | 0 | 4,382 |
Purchase of property and equipment | (2,357) | (2,019) |
Net cash provided by (used in) investing activities | (2,992) | 2,251 |
FINANCING ACTIVITIES: | ||
Net borrowings (payments) under revolver loans | (5,169) | (5,446) |
Purchase of series E preferred treasury stock | (3) | 0 |
Payment of debt issuance cost | 0 | (168) |
Proceeds from issuance of notes payable | 9,768 | 0 |
Purchase of common treasury stock | (1,433) | (631) |
Payments on related party notes payable | 0 | (1,069) |
Debtor-in-possession cash | (86) | 0 |
Payments on notes payable | (15,152) | (10,048) |
Net cash used in financing activities | (12,075) | (17,362) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,008 | (325) |
CASH AND CASH EQUIVALENTS, beginning of period | 2,681 | 2,742 |
CASH AND CASH EQUIVALENTS, end of period | 5,689 | 2,417 |
Supplemental cash flow disclosures: | ||
Interest paid | 3,415 | 4,437 |
Income taxes paid (refunded) | $ 0 | $ 86 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Series B Preferred Stock | Series E Preferred Stock | Common Stock | Paid-In Capital | Series E Preferred Stock Treasury Stock | Common Stock Treasury Stock | Accumulated Deficit |
Beginning balance, value at Sep. 30, 2018 | $ 39,448 | $ 2 | $ 63,654 | $ (4) | $ (1,550) | $ (22,654) | ||
Beginning Balance, shares at Sep. 30, 2018 | 214,244 | 77,840 | 1,945,247 | |||||
Stock based compensation | 110 | 110 | ||||||
Purchase of common treasury stock | (631) | (631) | ||||||
Purchase of common treasury stock, shares | (84,965) | |||||||
Net income | 3,484 | 3,484 | ||||||
Ending balance, value at Jun. 30, 2019 | 42,411 | $ 2 | 63,764 | (4) | (2,181) | (19,170) | ||
Ending balance, shares at Jun. 30, 2019 | 214,244 | 77,840 | 1,860,282 | |||||
Beginning balance, value at Mar. 31, 2019 | 41,209 | $ 2 | 63,732 | (4) | (1,871) | (20,650) | ||
Beginning Balance, shares at Mar. 31, 2019 | 214,244 | 77,840 | 1,901,900 | |||||
Stock based compensation | 32 | 32 | ||||||
Purchase of common treasury stock | (310) | (310) | ||||||
Purchase of common treasury stock, shares | (41,618) | |||||||
Net income | 1,480 | 1,480 | ||||||
Ending balance, value at Jun. 30, 2019 | 42,411 | $ 2 | 63,764 | (4) | (2,181) | (19,170) | ||
Ending balance, shares at Jun. 30, 2019 | 214,244 | 77,840 | 1,860,282 | |||||
Beginning balance, value at Sep. 30, 2019 | 34,129 | $ 2 | 63,924 | (4) | (2,438) | (27,355) | ||
Beginning Balance, shares at Sep. 30, 2019 | 214,244 | 77,840 | 1,826,009 | |||||
Stock based compensation | 67 | 67 | ||||||
Warrant extension fair value adjustment | 368 | 368 | ||||||
Purchase of common treasury stock | (1,433) | (1,433) | ||||||
Purchase of common treasury stock, shares | (212,728) | |||||||
Purchase of Series E preferred stock | (3) | (3) | ||||||
Purchase of Series E preferred stock,shares | (30,000) | |||||||
Net income | 6,451 | 6,451 | ||||||
Ending balance, value at Jun. 30, 2020 | 39,579 | $ 2 | 64,359 | (7) | (3,871) | (20,904) | ||
Ending balance, shares at Jun. 30, 2020 | 214,244 | 47,840 | 1,613,281 | |||||
Beginning balance, value at Mar. 31, 2020 | 36,649 | $ 2 | 64,340 | (7) | (3,197) | (24,489) | ||
Beginning Balance, shares at Mar. 31, 2020 | 214,244 | 47,840 | 1,719,442 | |||||
Stock based compensation | 19 | 19 | ||||||
Purchase of common treasury stock | (674) | (674) | ||||||
Purchase of common treasury stock, shares | (106,161) | |||||||
Net income | 3,585 | 3,585 | ||||||
Ending balance, value at Jun. 30, 2020 | $ 39,579 | $ 2 | $ 64,359 | $ (7) | $ (3,871) | $ (20,904) | ||
Ending balance, shares at Jun. 30, 2020 | 214,244 | 47,840 | 1,613,281 |
Background and Basis of Present
Background and Basis of Presentation | 9 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, the “Company”). Commencing in fiscal year 2015, the Company began a strategic shift in its business plan away from providing online marketing solutions for small and medium sized business to acquiring profitable companies in various industries that have demonstrated a strong history of earnings power. The Company continues to actively develop, revise, and evaluate its products, services and its marketing strategies in its businesses. The Company has three operating segments: Manufacturing, Retail, and Online and Services. With Marquis Industries, Inc. (“Marquis”), the Company is engaged in the manufacture and sale of carpet and the sale of carpet, vinyl and rigid core floorcoverings. With Vintage Stock, Inc. (“Vintage Stock”), the Company is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems and components. With ApplianceSmart, Inc. (“ApplianceSmart”), the Company is engaged in the sale of new major appliances through a retail store in Columbus, Ohio. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for three and nine months ended June 30, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2020. This financial information should be read in conjunction with the consolidated financial statements and related notes thereto as of September 30, 2019 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 10, 2020 (the “2019 10-K”). Coronavirus In March 2020, there was a global outbreak of COVID-19 (Coronavirus) that has resulted in changes in global supply of certain products. The pandemic is having an unprecedented impact on the U.S. economy as federal, state, and local governments react to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our supply chain partners, our employees and customers, customer sentiment in general, and traffic within shopping centers, and, where applicable, malls, containing our stores. As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state, and local authorities to avoid large gatherings of people or self-quarantine are continuing to increase, which has already affected, and may continue to affect, traffic to our stores. As of March 31, 2020, Vintage Stock had closed all of its retail locations in response to the crisis. Beginning May 1, 2020, Vintage began to reopen certain locations in compliance with government regulations. Additionally, as of June 30, 2020, all Vintage retail locations were reopened while maintaining compliance with government mandates. We are unable to predict if additional periods of store closures will be needed or mandated. During March and April 2020, Marquis conducted rolling layoffs for certain employees, however, during May 2020, all employees have returned to their respective locations. Continued impacts of the pandemic could materially adversely affect our near-term and long-term revenues, earnings, liquidity, and cash flows, and may require significant actions in response, including but not limited to, employee furloughs, reduced store hours, store closings, expense reductions or discounting of pricing of our products, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements represent the consolidated financial position, results of operations and cash flows for Live Ventures and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation 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 estimate of dilution and fees associated with billings, the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated warranty reserve, estimated fair value and forfeiture rates for stock-based compensation, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, current portion of notes payable, 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, 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 June 30, 2020 and September 30, 2019 approximate fair value. Cash and Cash Equivalents 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. Trade Receivables The Company grants trade credit to customers under credit terms that it believes are customary in the industry 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 balance receivable 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 0.75 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 non-factored trade and other receivables which helps reduce potential losses due to doubtful accounts. At June 30, 2020 and September 30, 2019, the allowance for doubtful accounts was $873 and $936, respectively. Inventories Manufacturing Segment 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 June 30, 2020 and September 30, 2019, the reserve for obsolete inventory was $92. Retail and Online Segment 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 . Merchandise inventory reserves as of June 30, 2020 and September 30, 2019 were $242 and $590, respectively. 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 3 to 40 years, transportation equipment is 5 to 10 years, machinery and equipment are 5 to 10 years, furnishings and fixtures are 3 to 5 years and office and computer equipment are 3 to 5 years. Depreciation expense was $1,316 and $982 for the three months ended June 30, 2020 and 2019, respectively. Depreciation expense was $3,458 and $3,055 for the nine months ended June 30, 2020 and 2019, respectively. We periodically review our 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. We assess recoverability based on several factors, including our intention with respect to our 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 purchased goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We test goodwill annually on July 1 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 the 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 using a two-step approach required by ASC 350 to determine whether a goodwill impairment exists . The first step of the quantitative test is 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. If the carrying amount exceeds the fair value, then the second step is required to be completed, which involves allocating the fair value of the reporting unit to each asset and liability using the guidance in ASC 805 (“ Business Combinations, Accounting for Identifiable Intangible Assets in a Business Combination . 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 . There was no goodwill impairment for the nine months ended June 30, 2020 and 2019. Intangible Assets The Company’s intangible assets consist of customer relationship intangibles, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, critical 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 – 3 to 20 years; software – 3 to 5 years, customer relationships – 7 to 15 years, customer lists – 20 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determined lives may be adjusted. Intangible amortization expense was $162 and $176 for the three months ended June 30, 2020 and 2019, respectively. Intangible amortization expense was $497 and $1,068 for the nine months ended June 30, 2020 and 2019, respectively. 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”) 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. Manufacturing Segment The Manufacturing Segment derives revenue primarily from the sale of carpet products, 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, 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 . Retail and Online Segment The Retail and Online 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 taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded . Services Segment The Services Segment recognizes revenue from directory subscription services as billed for and accepted by the customer. Directory services revenue is billed and recognized monthly for directory services subscribed. The Company has utilized outside billing companies to perform direct ACH withdrawals. For billings via ACH withdrawals, revenue is recognized when such billings are accepted by the customer. Customer refunds are recorded as an offset to gross Services Segment revenue. Revenue for billings to certain customers that are billed directly by the Company and not through outside billing companies is recognized based on estimated future collections which are reasonably assured. The Company continuously reviews this estimate for reasonableness based on its collection experience . Spare Parts For spare part sales, we transfer control and recognize a sale when we ship the product to our customer or when the customer receives product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. We do not have any additional performance obligations other than spare part sales that are material in the context of the contract. The amount of consideration we receive and revenue we recognize varies due to sales incentives and returns we offer to our customers. When we give our customers the right to return eligible products, we reduce revenue for our estimate of the expected returns which is primarily based on an analysis of historical experience. Warranties Warranties are classified as either assurance type 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. We sell certain extended service arrangements separately from the sale of products. During 2019, the Company became the principal for certain extended service arrangements. Revenue related to these arrangements is recognized ratably over the contract term. The warranty reserve of $231 and $292 is included in accrued liabilities on the consolidated balance sheet at June 30, 2020 and September 30, 2019, 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, 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 for the three months ended June 30, 2020 and 2019, was $103 and $240, respectively and $89 and $369 for the nine months ended June 30, 2020 and 2019, 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 – 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 . 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 We lease retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2029 For contracts entered into on or after October 1, 2019, we assess at contract inception whether the contract is, or contains, a lease. Generally, we determine that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) we obtain the right to substantially all economic benefits from use of the asset and (iii) we have the right to direct the use of the asset. In general, all of our leases are operating leases. At the lease commencement date, we recognize 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 our 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 our real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. We have elected an accounting policy, as permitted by ASC 842, not to account for such payments separately from the related lease payments. Our policy election results in a higher initial measurement of lease liabilities when such non-lease payments are fixed amounts. Certain of our 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 and our proportionate share of actual property taxes, insurance and utilities. Such payments and changes in payments based on a rate or index are recognized in 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. The lease payments are allocated between a reduction of the lease liability and interest expense. 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 We adopted Accounting Standard Update (“ASU”) No. 2016-02 - Leases (Topic 842), as amended, or Accounting Standard Codification (“ASC 842”), as of October 1, 2019. The primary impact of ASC 842 on our consolidated financial statements is the recognition of right-of-use assets and related liabilities on our consolidated balance sheet for operating leases where we are the lessee. We elected to apply the requirements of the new standard on October 1, 2019 and we have not restated our consolidated financial statements for prior periods. Our adoption of ASC 842 did not have a material impact on the results of our operations or on our cash flows for the period presented. We elected certain practical expedients under our transition method, including elections to not reassess (i) whether a contract is or contains a lease and (ii) the classification of existing leases. We also elected not to apply hindsight in determining whether optional renewal periods should be included in the lease term, which in some instances may impact the initial measurement of the lease liability and the calculation of straight-line expense over the lease term for operating leases. As a result of our transition elections, there was no change in our recognition of expense for leases that commenced prior to October 1, 2019. Stock-Based Compensation The Company from time to time grants stock options to employees, non-employees, and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments, net of estimated forfeitures. 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 Segment Reporting ASC Topic 280, “ Segment Reporting 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 per institution. At times, balances may exceed federally insured limits. |
Leases
Leases | 9 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 3: Leases We adopted ASU No. 2016-02, Leases (Topic 842) on October 1, 2019, the beginning of our fiscal year. The Company adopted the new standard prospectively and elected certain practical expedients permitted under the new standard’s transition guidance. This allows the Company to carry forward the historical lease classification and to not reassess the lease term for leases in existence as of the adoption date and to carry forward our historical accounting treatment for land easements on agreements existing on the adoption date. The Company also made policy elections for certain classes of underlying assets to not separate lease and non-lease components in a contract as permitted under the new standard. We lease retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2029 The weighted average remaining lease term is 4.2 years. Our weighted average discount rate is 8.1%. Total cash payments for the nine months ended June 30, 2020 was $5,961. We did not enter into any new leases during the nine months ended June 30, 2020, however, upon completion of our acquisition of Lonesome Oak (see Note 4), we recorded right of use assets and lease liabilities of $7,691 . The following table details our right of use assets and lease liabilities as of June 30, 2020: June 30, 2020 Right of use asset - operating leases $ 24,585 Operating lease liabilities: Current 6,900 Long term 18,439 Total present value of future lease payments as of June 30, 2020: Twelve months ended June 30, 2021 $ 6,900 2022 6,859 2023 4,368 2024 2,722 2025 1,763 Thereafter 4,604 Total 27,216 Less implied interest (1,877 ) Present value of payments $ 25,339 During the nine months ended June 30, 2020, the Company recorded a net gain on lease settlement of $223 which consisted of impairment charges of $614 related to the decision to close additional ApplianceSmart retail locations resulting in a decrease to the associated right of use asset related to these leases, offset by a gain on lease settlement of $837 resulting from the extinguishment of the lease liability associated with the closed retail locations. As of July 1, 2020, the Company entered into a lease agreement for office space in Nevada with an initial lease term through November 30, 2025. The Company estimates the present value of the right of use asset and lease liability to be in the range of $1,000 to $1,500. |
Acquisition
Acquisition | 9 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4: Acquisition Lonesome Oak Acquisition On November 1, 2019, Marquis entered into a purchase agreement, as amended on January 31, 2020 (as amended, the “LOTC Purchase Agreement”), to acquire all of the outstanding capital stock of Lonesome Oak Trading Co., Inc. (“Lonesome Oak”). Pursuant to the LOTC Purchase Agreement, and on January 31, 2020, Marquis acquired from the sole shareholder of Lonesome Oak (the “LOTC Shareholder”) all of the issued and outstanding shares of capital stock of Lonesome Oak for $2,000. In connection with the closing of the acquisition, Lonesome Oak entered into a lease agreement with the LOTC Shareholder regarding certain properties that are used in Lonesome Oak’s operations and that are owned by affiliates of the LOTC Shareholder. Marquis held back $1,450 of the purchase price (the “Holdback Amount”) to satisfy claims for indemnity arising out of breaches of certain representations, warranties, and covenants, and certain other enumerated items, if any. In connection with the closing of the transaction, the LOTC Shareholder entered into an employment agreement with a five-year term and serves as an Executive Vice President of Lonesome Oak pursuant to the terms thereof. Subject to certain exceptions, the LOTC Shareholder has agreed to indemnify Marquis for breaches of certain representations, warranties, and covenants, and certain other enumerated items, if any. Indemnification by the LOTC Shareholder for breaches of certain representations and warranties is generally limited to the Holdback Amount. The LOTC Shareholder is subject to a three-year non-competition and non-solicitation provisions. On March 2, 2020, Lonesome Oak merged with and into Marquis, with Marquis surviving the merger and Lonesome Oak ceasing to exist as a separate entity. The Company began consolidating the financial results of this acquisition in the unaudited Condensed Consolidated Financial Statements on January 31, 2020. The acquisition of Lonesome Oak was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The Company was the acquirer for purposes of accounting for the business combination. Under the preliminary purchase price allocation, the Company recognized goodwill of $631 which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 31, 2020. The Company plans to complete the determination of the fair values of the acquired identifiable assets and liabilities and its purchase price allocation no later than September 30, 2020. |
Balance Sheet Detail Informatio
Balance Sheet Detail Information | 9 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Detail Information | Note 5 : Balance Sheet Detail Information June 30, 2020 September 30, 2019 Trade receivables, current, net: Accounts receivable, current $ 14,217 $ 12,641 Less: Reserve for doubtful accounts (677 ) (740 ) $ 13,540 $ 11,901 Trade receivables , long term, net: Accounts receivable, long term $ 196 $ 196 Less: Reserve for doubtful accounts (196 ) (196 ) $ — $ — Total trade receivables, net: Gross trade receivables $ 14,413 $ 12,837 Less: Reserve for doubtful accounts (873 ) (936 ) $ 13,540 $ 11,901 Inventory, net Raw materials $ 6,532 $ 7,431 Work in progress 9,805 2,141 Finished goods 10,034 6,785 Merchandise 16,890 22,883 43,261 39,240 Less: Inventory reserves (334 ) (682 ) $ 42,927 $ 38,558 Property and equipment, net: Building and improvements $ 10,566 $ 10,827 Transportation equipment 480 82 Machinery and equipment 23,845 20,035 Furnishings and fixtures 2,768 2,741 Office, computer equipment and other 2,655 2,544 40,314 36,229 Less: Accumulated depreciation (15,627 ) (13,633 ) $ 24,687 $ 22,596 Intangible assets, net: Domain name and marketing related intangibles $ 90 $ 90 Lease intangibles — 1,033 Customer relationship intangibles 2,689 2,689 Purchased software 146 808 2,925 4,620 Less: Accumulated amortization (1,729 ) (2,421 ) $ 1,196 $ 2,199 Accrued liabilities: Compensation and benefits $ 2,329 $ 3,316 Accrued sales and use taxes 382 1,176 Accrued property and other taxes 385 191 Accrued rent 36 604 Accrued gift card and escheatment liability 1,401 1,461 Accrued interest payable 105 181 Accrued accounts payable and bank overdrafts 1,365 591 Accrued professional fees 426 4,660 Customer deposits 103 240 Accrued expenses - other 192 564 $ 6,724 $ 12,984 |
Intangibles
Intangibles | 9 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles | Note 6 : Intangibles The Company’s intangible assets consist of customer relationship intangibles, licenses for the use of internet domain names, URL’s, software, and marketing and technology related intangibles. The following table summarizes estimated future amortization expense related to intangible assets that have net balances as of June 30, 2020: 2021 $ 435 2022 289 2023 210 2024 87 2025 29 Thereafter 146 $ 1,196 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Note 7 : Long Term Debt Bank of America Revolver Loan On July 6, 2015 (amended most recently January 31, 2020 and July 6, 2020), Marquis entered into a $15,000 (increased per an amendment to the BofA Revolver (as defined below) credit agreement as of January 31, 2020: $25,000) revolving credit agreement with Bank of America Corporation (“BofA Revolver”). 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. Marquis expects to incur operational losses in the coming months as a result of COVID-19 and as such, Marquis cannot rely on any availability under the revolving line of credit with Bank of America to fund its operations. Marquis believes that as a result of the effects of the COVID-19 pandemic and other economic conditions both globally and in the U.S., its access to the funds under the BofA Revolver may be limited. Payment obligations under the BofA Revolver include monthly payments of interest and all outstanding principal and accrued interest thereon due in July 2020 (as of January 31, 2020: January 2025), Capitalized terms in this Note 7: Long Term Debt, under the caption “Bank of America Revolver Loan For purposes of clarity, the advance rate in certain circumstances for inventory is 39.1% or 53.5% for raw materials, 0% for work-in-process, and 54.2% or 70% for finished goods subject to eligibility, special reserves and advance limit of the lessor of $12,500 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. Distributions by Holdings may be made to holders of its equity Interests so long as the following conditions are satisfied with respect to each such Distribution: (a) no Default or Event of Default has occurred or would result from such Distribution, (b) Lender has received the financial statements required under Section 10.1.2 (a)(ii), (c) Lender has received evidence that after giving effect to consummation of such Distribution, Borrowers shall maintain a Fixed Charge Coverage Ratio of at least 1.1 to 1.0 on a pro forma basis, measured as of the most recently ended month for which Obligors have delivered the financial statements required under Section 10.1.2(a) or (b), as the case may be, for the twelve month period then ended, (d) Availability on each day during the 60 day period immediately preceding such Distribution calculated on a pro forma basis assuming such Distribution occurred on the first day of such period (including any Loans made hereunder to finance such Distribution) shall be greater than or equal to $4,000 (as of January 31, 2020: $5,000), and (e) Availability, on the date of such Distribution, immediately after giving pro forma effect to the consummation of such Distribution (including any Loans made hereunder to finance such Distribution) shall be greater than or equal to$4,000 (as of January 31 2020: $5,000) . 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 The BofA Revolver Loan bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greater of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50%, or (iii) 30-day LIBOR plus 1.00% plus the margin, which varies, depending on the fixed coverage ratio table below. Levels I – V determine the interest rate to be charged Marquis which 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 Base Rate Revolver LIBOR Revolver I <1.20 to 1.00 1.25 % 2.25 % II >1.20 to 1.00 but <1.50 to 1.00 1.00 % 2.00 % III >1.50 to 1.00 but <1.75 to 1.00 0.75 % 1.75 % IV >1.75 to 1.00 but >2.00 to 1.00 0.50 % 1.50 % V >2.00 to 1.00 0.25 % 1.25 % The following tables summarize the BofA Revolver for the nine months ended June 30, 2020 and 2019 and as of June 30, 2020 and September 30, 2019: During the nine months ended June 30, 2020 2019 Cumulative borrowing during the period $ 85,563 $ 63,942 Cumulative repayment during the period 87,919 71,542 Maximum borrowed during the period 11,347 8,071 Weighted average interest for the period 2.87 % 4.19 % June 30, 2020 September 30, 2019 Total availability $ 22,455 $ 14,914 Total outstanding — 13 Real Estate Transaction 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 $10,000, which consisted of $644 from the sale of the land and a note payable of $9,356. 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 an option to extend the lease upon the expiration of its term. The initial annual lease rate is $60 with an annual increase of 17%. The note payable bears interest at 9.25% 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 un-paid. There is no pre-payment penalty following the tenth anniversary of the of the note. In connection with the note payable, Marquis incurred $458 in transaction costs that are being recognized as a debt issuance cost that is being amortized and recorded as interest expense over the term of the note payable. Equipment Loans On June 20, 2016 and August 5, 2016, Marquis entered into a transaction which provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC which provided: Note #1 is $5,000, secured by equipment. The Equipment Loan #1 is due July 24, 2021, payable in 60 monthly payments of $75 beginning September 24, 2016, bearing interest at 3.9% per annum. Note #3 is $3,680, secured by equipment. The Equipment Loan #3 is due December 30, 2023, payable in 84 monthly payments of $52 beginning January 30, 2017, bearing interest rate at 4.8% per annum. Note #4 is $1,095, secured by equipment. The Equipment Loan #4 is due December 30, 2023, payable in 81 monthly payments of $16 beginning April 30, 2017, bearing interest at 4.9% per annum. Note #5 is $3,932, secured by equipment. The Equipment Loan #5 is due December 28, 2024, payable in 84 monthly payments of $55 beginning January 28, 2018, bearing interest at 4.7% per annum. Note #6 is $913, secured by equipment. The Equipment Loan #6 is due July 29, 2024, payable in 60 monthly payments of $15 beginning August 28, 2019, bearing interest at 4.7% per annum. Note #7 is $5,000, secured by equipment. The equipment loan #7 is due February 2027, payable in 84 monthly payments of $59 beginning March 24, 2020, with the final payment of $809, bearing interest at 3.2% per annum. Lonesome Oak Equipment Loan In connection with the Lonesome Oak acquisition (see Note 4), the Company assumed an unsecured note in the amount payable to Extruded Fibers Inc. The note is noninterest bearing, with principal payable monthly in the amount of $100 for 36 months, beginning March 31, 2020 maturity date March 3, 2023. Seller Subordinated Acquisition Obligation – Marquis In connection with the Lonesome Oak acquisition (see Note 4), under the terms of the LOTC Purchase Agreement, the Company incurred a contractual obligation of $1,450 which represents the holdback amount of the purchase price. The obligation bears interest at a rate of 3.0% per annum, with the principal and accrued interest due on July 31, 2021, the maturity date. Texas Capital Bank Revolver Loan On November 3, 2016, Vintage Stock entered into a $12,000 credit agreement (as amended on January 23, 2017, amended on September 20, 2017, June 7, 2018 and September 24, 2019) with Texas Capital Bank (“TCB Revolver”) Payment obligations under the TCB Revolver include monthly payments of interest and all outstanding principal and accrued interest thereon due in November 2020, which is when the TCB Revolver loan agreement terminates. Borrowing availability under the TCB Revolver is limited to a borrowing base which 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 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 Vintage Stock’s ability to make prepayments against Vintage Stock subordinated debt including the Comvest Term Loan and pay cash dividends is generally permitted if (i) excess availability under the TCB Revolver is more than $2,000, $2,000, 1.2 1.2 $2,000 at the time of payment or distribution. There is no restriction on dividends that can be taken by the Company so long as Vintage Stock maintains $2,000 of current availability at the time of the dividend or distribution. This translates to having no restriction on Net Income so long as the Company retains sufficient assets to establish $2,000 of current availability and continues to meet the required fixed charge coverage ratio of 1.2:1 as stated above. 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 TCB Revolver provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with covenants, change in control of Vintage Stock, a material representation or warranty made by us or the borrowers proving to be false in any material respect, certain bankruptcy, insolvency or receivership events affecting Vintage Stock, defaults relating to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of Vintage Stock. On April 10, 2020, the Borrower entered into that certain Waiver and Agreement Regarding Availability Reserves (the “TCB Waiver”) with TCB . The TCB Waiver (i) waives the Loan Agreement dated November 3, 2016 between Borrower and TCB (the “TCB Loan Agreement”), and the events of default that occurred under the Limited Waiver and Second Amendment as described in the foregoing paragraph, (ii) waives any testing of the fixed charge coverage ratio under the TCB Loan Agreement through the June 30, 2020 testing date, and (iii) waives the implementation by TCB of “availability reserves” under the TCB Loan Agreement until the earlier of (w) May 31, 2020, (x) April 22, 2020 unless the initial equity contribution contemplated by clause (viii) in the foregoing paragraph is made, (y) the date any default or event of default occurs under the TCB Loan Agreement, or (z) the date the Borrower fails to comply with any provision of the TCB Waiver, the Credit Agreement, or any other loan document contemplated by the Credit Agreement. The following tables summarize the TCB Revolver for the nine months ended June 30, 2020 and 2019 and as of June 30, 2020 and September 30, 2019: During the nine months ended June 30, 2020 2019 Cumulative borrowing during the period $ 46,792 $ 57,653 Cumulative repayment during the period 51,063 58,351 Maximum borrowed during the period 11,798 11,932 Weighted average interest for the period 3.59 % 4.71 % June 30, 2020 September 30, 2019 Total availability $ 5,681 $ 1,410 Total outstanding 6,319 10,590 Sellers Subordinated Acquisition Note - Vintage In connection with the purchase of Vintage Stock, on November 3, 2016, VSAH and Vintage Stock entered into a seller financed mezzanine loan in the amount of $10,000 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. 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 $4,000 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. Advances under the Crossroads Revolver bear 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 is 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, an early termination fee described below, and other fees described in the Crossroads Revolver. Unless terminated early in accordance with its terms, the Crossroads Revolver terminates on March 15, 2021 (the “Maturity Date”). If the Crossroads Revolver is terminated by the Borrower prior to the Maturity Date, Borrower is required to pay Crossroads (i) a fee in an amount equal to $120 if the Crossroads Revolver is terminated prior to March 15, 2020 and (b) if the Crossroads Revolver is terminated on or after March 15, 2020, a fee in an amount equal to $80. Advances under the Crossroads Revolver are guaranteed by Parent and ApplianceSmart Contracting, Inc., a wholly-owned subsidiary of Parent. In addition, certain executive officers of the Borrower have agreed to provide validity guarantees. Advances under the Crossroads Revolver are 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 is $1,200. The guaranty terminates at such time as ApplianceSmart has paid in full all amounts owed by it to Crossroads. The Company expects the guaranty to continue in effect until August 2021. The Crossroads Revolver contains representations and warranties, events of default, affirmative and negative covenants and indemnities customary for loans of this nature. As of June 30, 2020, and September 30, 2019, the Crossroads Revolver had a balance outstanding of $1,168 and $1,981, respectively. The March 31, 2020 balance outstanding is included in Debtor-in-possession liabilities on the consolidated balance sheet. 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 Notes 13 and 14 for a complete discussion. Comvest Term Loan On June 7, 2018, (amended on September 9, 2019), 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 secured term loan (the “Term Loan”). The proceeds of the Term Loan, together with a cash equity contribution of approximately from the Company to the Borrower, were and are being 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 8.00% to 9.50% per annum (subject to a LIBOR floor of 1.00%) 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 (0.50%), (iii) the most recently used LIBO Rate and (iv) two percent (2.00%) per annum. LIBOR rate is defined as the greater of (a) a rate per annum equal to the London interbank offered rate for deposits in Dollars for a period of one month and for the outstanding principal amount of the Term Loan as published in the “Money Rates” section of The Wall Street Journal (or another national publication selected by Agent if such rate is not so published), two Business Days prior to the first day of such one month period and (b) one percent (1.00%) 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 instalments due on March 31, June 30, September 30, and December 31 of each year, with the first such payment due on June 30, 2018; plus, to the extent the Borrower generates excess cash flow (as defined in the Credit Agreement), a percent of such excess cash flow Under the Credit Agreement, any and all mandatory prepayments arising from any voluntary act of the Borrower are subject to a prepayment premium, ranging from 5.00% of the principal amount prepaid plus a make-whole amount to 1.00%, depending on when the mandatory prepayment is made. There is no prepayment premium after June 7, 2021. The Term Loan is secured by a pledge of substantially all of the assets of the Borrower and a pledge of the capital stock of the Borrower. In addition, the Company is guaranteeing (the “Sponsor Guaranty”) that portion of the Term Loan that results in the Borrower’s senior leverage ratio being greater than 2.0:1.0, and only for so long as such ratio exceeds 2.0:1.0. The Sponsor Guaranty terminates on the date that the Borrower’s senior leverage ratio is less than 2.0:1.0 for two consecutive fiscal quarters. On April 9, 2020, Vintage Stock (the “Borrower”) entered into a Limited Waiver and Second Amendment (the “Limited Waiver and Second Amendment”) to Amended and Restated Credit Agreement (the “Credit Agreement”), Second Amendment to Amended and Restated Management Fee Subordination Agreement (the “Management Fee Subordination Agreement”) and First Amendment to Limited Guaranty The Limited Waiver and Second Amendment, among other things (i) waives, and in certain instances conditionally waives, certain events of default that occurred under the Credit Agreement, (ii) confirms that the loan under the Credit Agreement will bear interest at an interest rate equal to the London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 8.75% for the calendar months May, June, July, and August 2020, and that the applicable margin will reset on September 1, 2020 and be based on the senior leverage ratio pricing grid for the fiscal quarter ending June 30, 2020, (iii) provides that the parties will negotiate in good faith a reset of the financial covenants by September 15, 2020, provided that any changes to such financial covenants shall not be more restrictive on the Borrower than those in effect prior to the date of the Limited Waiver and Second Amendment, (iv) extends the due date of the July 1, 2020 amortization payment from July 1, 2020 to no later than August 1, 2020, (v) provides that any and all mandatory prepayments arising from any voluntary act of the Borrower are subject to a prepayment premium of the principal amount prepaid plus a make-whole amount to 1.00% if the mandatory prepayment is made on or before June 7, 2021, (vi) does not require the Company to make a contribution to the Borrower with respect certain payments to be made by the Borrower to a subordinated loan holder, (vii) m 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 $10,000 of EBITDA on a trailing twelve months basis. So long as the Senior leverage ratio is below 2.0 to 1.0, Vintage Stock is required to spend no more than $2,000 in fiscal year 2020, $1,750 in fiscal year 2021, and $1,500 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 and is compliant with the loan covenants, Vintage Stock may only open more than five new retail locations within a twelve-month period. Vintage Stock is required to maintain a declining maximum senior leverage ratio on a trailing twelve-month basis of 2.25:1:00 declining to 1.55:1:00 through the term of the loan. Vintage Stock is required to maintain on a trailing twelve-month basis a minimum fixed charge ratio of no less 1.40:1.00 as of March 31, 2020 through the remainder of the term of the loan. However, all covenant restrictions are waived until September 30, 2020, due to COVID-19. 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. In connection with the Comvest Term Loan, Vintage Stock incurred $ 1,429 Marquis PPP Loan On May 4, 2020, Marquis entered into a promissory note (the “Promissory Note”) with Bank of America, N.A. that provides for a loan in the amount of $4,768 (the “PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The PPP Loan matures two years from the funding date of the PPP Loan and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred for six months after the date of disbursement. The Promissory Note contains events of default and other provisions customary for a loan of this type. The Paycheck Protection Program provides that the use of PPP Loan amount 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 Company intends to apply for forgiveness of a portion of the loan in accordance with the terms of the CARES Act to the extent applicable. No assurance is provided that forgiveness for all or any portion of the PPP Loan will be obtained. On May 5, 2020, Marquis received the funds from the PPP Loan. On May 4, 2020, in connection with the 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 PPP Loan. Marquis expects to incur operational losses in the coming months as a result of COVID-19 and as such, Marquis cannot rely on any availability under the revolving line of credit with Bank of America to fund its operations. Marquis believes that as a result of the effects of the COVID-19 pandemic and other economic conditions both globally and in the U.S., its access to the funds under the BofA Revolver may be limited. Loan Covenant Compliance We were in compliance as of June 30, 2020 with all covenants under our existing revolving and other loan agreements, with the exception of covenants related to the Crossroads Revolver . Long-term debt as of June 30, 2020 and September 30, 2019 consisted of the following: June 30, 2020 September 30, 2019 Bank of America Revolver Loan $ — $ 13 Texas Capital Bank Revolver Loan 6,319 10,590 Note Payable Comvest Term Loan 8,845 15,412 Note Payable to the Sellers of Vintage Stock 10,000 10,000 Crossroads Financial Revolver Loan — 1,981 Note #1 Payable to Banc of America Leasing & Capital LLC 1,439 2,057 Note #3 Payable to Banc of America Leasing & Capital LLC 1,994 2,379 Note #4 Payable to Banc of America Leasing & Capital LLC 613 731 Note #5 Payable to Banc of America Leasing & Capital LLC 2,672 3,065 Note #6 Payable to Banc of America Leasing & Capital LLC 792 891 Note #7 Payable to Banc of America Leasing & Capital LLC 4,819 — Lonesome Oak equipment loans 3,200 — Note payable to the Sellers of Lonesome Oak 2,344 — Note Payable to Store Capital Acquisitions, LLC 9,251 9,274 Paycheck Protection Program 4,768 — Note payable to individual, noninterest bearing, monthly payments of $19 through March 2023 657 — Note payable to individual, interest at 11% per annum, payable on a 90 day written notice, unsecured 207 207 Note payable to individual, interest at 10% per annum, payable on a 90 day written notice, unsecured 500 500 Total notes payable 58,420 57,100 Less unamortized debt issuance costs (1,095 ) (1,384 ) Net amount 57,325 55,716 Less current portion (18,075 ) (7,897 ) Long-term portion $ 39,250 $ 47,819 Future maturities of long-term debt as of June 30, 2020, are as follows which does not include related party debt separately stated: Twelve months ending June 30, 2021 $ 18,075 2022 8,988 2023 7,410 2024 11,844 2025 1,202 Thereafter 10,901 Total $ 58,420 |
Notes Payable, Related Parties
Notes Payable, Related Parties | 9 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Parties | Note 8 : Notes Payable, Related Parties JanOne Inc. Note On December 30, 2017, 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 $6,500 (the “Purchase Price”). ASH was required to deliver the Purchase Price, and a portion of the Purchase Price was delivered, to the Seller prior to March 31, 2018. Between March 31, 2018 and April 24, 2018, ASH and the Seller negotiated in good faith the method of payment of the remaining outstanding balance of 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 $3,919 (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 April 1, 2021 (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 On December 26, 2018, ASH and the Seller amended and restated the ApplianceSmart Note to, among other things, grant the Seller a security interest in the assets of ASH and ApplianceSmart in accordance with the terms of separate security agreements entered into between ASH and ApplianceSmart, respectively, and the Seller. 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 Notes 13 and 14 for a complete discussion. Isaac Capital Fund Mezzanine Loan During 2015, the Company entered into a mezzanine loan in the amount of up to $7,000 with Isaac Capital Fund (“ICF”), a private lender whose managing member is Jon Isaac, our President and Chief Executive Officer. The ICF mezzanine loan bears interest at 12.5% per annum with payment obligations of interest each month and all principal due in May 2025. As of June 30, 2020, and September 30, 2019, there was $2,000 outstanding on this mezzanine loan. Isaac Capital Fund Revolving Promissory Note On April 9, 2020, the Company entered into an unsecured revolving line of credit promissory note whereby the Isaac Capital Group, LLC (“ICG”) agreed to provide the Company with a revolving credit facility (the “ICG Revolver”) ICG Revolver and provides for the payment of interest monthly in arrears The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities. As of June 17, 2020, ICG is a record and beneficial owner of approximately 45.4% of the outstanding capital stock of the Company, and Jon Isaac, the Company’s President and Chief Executive Officer, and manager and sole member of ICG, is a record and beneficial owner of approximately 52.9% of the outstanding capital stock of the Company. Notes payable, related parties as of June 30, 2020 and September 30, 2019 consisted of the following: June 30, 2020 September 30, 2019 JanOne Inc $ 2,826 $ 2,826 Isaac Capital Fund 2,000 2,000 Total notes payable - related parties 4,826 4,826 Less current portion — — Long-term portion $ 4,826 $ 4,826 Future maturities of notes payable, related parties as of June 30, 2020 are as follows: Twelve months ending June 30, 2021 $ 2,826 2022 — 2023 — 2024 — 2025 2,000 Thereafter — Total $ 4,826 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 : Stockholders’ Equity Series E Convertible Preferred Stock As of June 30, 2020, and September 30, 2019, there were 47,840 and 77,840 shares outstanding of Series a Preferred Stock, respectively. During the nine months ended June 30, 2020, the Company repurchased 30,000 shares of Series E Convertible Preferred Stock for an aggregate purchase price of $3. Treasury Stock For the nine months ended June 30, 2020 and 2019, the Company purchased 212,728 and 43,347 shares of its common stock on the open market (treasury shares for $1,433 and $631, respectively). |
Warrants
Warrants | 9 Months Ended |
Jun. 30, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 10 : Warrants The warrants listed below expire at various timeframes over the next two years. However, Company and ICG entered into an agreement whereby if the warrants are not exercised on or before the applicable expiration date, the applicable expiration date is deemed automatically extended for successive two-year periods immediately prior to such expiration. During the three and nine months ended June 30 June 30 The following table summarizes information about the Company’s warrants at June 30, 2020 and September 30, 2019, respectively: Number of units - Series B Convertible preferred warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding and Exercisable at September 30, 2019 118,029 $ 20.80 0.53 $ — Outstanding and Exercisable at June 30, 2020 118,029 $ 20.80 1.60 $ — The warrants may be exchanged for shares of common stock at a ratio of one share of Series B Preferred Stock into five common shares. The following table provides information assuming the warrants are exercised and exchanged for common shares: Number of units - Series B Convertible preferred warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding and Exercisable at September 30, 2019 590,147 $ 4.16 0.53 $ 2,602 Outstanding and Exercisable at June 30, 2020 590,147 $ 4.16 1.60 $ 3,151 The exercise price for the Series B Convertible Preferred Stock warrants outstanding and exercisable at June 30, 2020 and September 30, 2019, are as follows: Series B Convertible Preferred Outstanding Exercisable Number of Warrants Exercise Price Number of Warrants Exercise Price 54,396 $ 16.60 54,396 $ 16.60 17,857 16.80 17,857 16.80 12,383 24.30 12,383 24.30 33,393 28.50 33,393 28.50 118,029 118,029 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Jun. 30, 2020 | |
Share Based Compensation [Abstract] | |
Stock-based Compensation | Note 1 1 : Stock-Based Compensation Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan. From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line basis over the requisite service period. The following table summarizes stock option activity for the twelve months ended September 30, 2019 and the nine months ended June 30, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value Outstanding at September 30, 2018 231,668 $ 14.84 3.04 $ 163 Forfeited/Expired (31,250 ) Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Exercisable at September 30, 2019 164,084 $ 13.92 1.44 $ 27 Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Forfeited/Expired (81,250 ) Outstanding at June 30, 2020 119,168 $ 19.07 2.96 $ — Exercisable at June 30, 2020 95,001 $ 15.50 1.75 $ — The Company recognized compensation expense of $19 and $32 during the three months ended June 30, 2020 and 2019, respectively, and $67 and $110 during the nine months ended June 30, 2020 and 2019, respectively, related to stock option awards granted to certain employees and officers based on the grant date fair value of the awards, net of estimated forfeitures. As of June 30, 2020, the Company has $78 of unrecognized compensation expense (net of estimated forfeitures) associated with stock option awards which the company expects to recognize as compensation expense through October of 2022. The exercise price for stock options outstanding and exercisable outstanding as of June 30, 2020 is as follows: Outstanding Exercisable Number of Options Exercise Price ($) Number of Options Exercise Price ($) 25,000 10.00 25,000 10.00 16,668 10.86 12,501 10.86 6,250 12.50 6,250 12.50 6,250 15.00 6,250 15.00 25,000 15.18 25,000 15.18 8,000 23.41 8,000 23.41 8,000 27.60 8,000 27.60 8,000 31.74 4,000 32 8,000 36.50 — — 8,000 41.98 — — 119,168 95,001 The following table summarizes information about the Company’s non-vested shares outstanding as of June 30, 2020 and September 30, 2019: Non-vested Shares Number of Shares Average Grant-Date Fair Value Non-vested at September 30, 2019 36,334 $ 26.76 Vested (12,167 ) $ 23.23 Non-vested at June 30, 2020 24,167 $ 33.10 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 1 2 : Earnings Per Share Net earnings per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Diluted net earnings per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential shares of common stock consist of the additional shares of common stock issuable in respect of restricted share awards, stock options and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders. The following table presents the computation of basic and diluted net earnings per share: Three Months Ended June 30, Nine Months Ended June 30, 2020 2019 2020 2019 Basic Net income $ 3,585 $ 1,480 $ 6,451 $ 3,484 Less: preferred stock dividends — — — — Net income applicable to common stock $ 3,585 $ 1,480 $ 6,451 $ 3,484 Weighted average common shares outstanding 1,646,836 1,886,445 1,735,416 1,919,221 Basic earnings per share $ 2.18 $ 0.78 $ 3.72 $ 1.81 Diluted Net income applicable to common stock $ 3,585 $ 1,480 $ 6,451 $ 3,484 Add: preferred stock dividends — — — — Net income applicable for diluted earnings per share $ 3,585 $ 1,480 $ 6,451 $ 3,484 Weighted average common shares outstanding 1,646,836 1,886,445 1,735,416 1,919,221 Add: Options — — — 4,610 Add: Series B Preferred Stock 1,071,220 1,071,220 1,071,220 1,071,220 Add: Series B Preferred Stock Warrants 590,147 590,147 590,147 590,147 Add: Series E Preferred Stock 47,840 77,840 47,840 77,840 Assumed weighted average common shares outstanding 3,356,043 3,625,652 3,444,623 3,663,038 Diluted earnings per share $ 1.07 $ 0.41 $ 1.87 $ 0.95 There are 119,168 common stock options that are anti-dilutive that are not included in the three and six months ended June 30, 2020, diluted earnings per share computations, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 1 3 : Related Party Transactions In connection with its purchase of Marquis, Marquis entered into a mezzanine loan in the amount of up to $7,000 with ICF. The ICF mezzanine loan bears interest at a rate of 12.5% per annum with payment obligations of interest each month and all principal due in May 2025. As of June 30, 2020, and September 30, 2019, respectively, there was $2,000 outstanding on this mezzanine loan. During the three months ended June 30, 2020 and 2019, the Company recognized total interest expense of $62, associated with the ICF note. During the nine months ended June 30, 2020 and 2019, the Company recognized interest expense of $190 associated with the ICF note. Customer Connexx LLC, a wholly-owned subsidiary of JanOne Inc. (“JanOne”), rents approximately 9,879 square feet of office space from the Company at its Las Vegas office which totals 11,100 square feet. JanOne paid the Company $97 and $97 in rent and other reimbursed expenses for the three months ended June 30, 2020 and 2019, respectively. JanOne paid the Company $278 and $285 in rent and other reimbursed expenses for the nine months ended June 30, 2020 and 2019, respectively. Tony Isaac, a member of the Board of Directors of the Company and Virland Johnson, Chief Financial Officer of the Company, are Chief Executive Officer and Board of Directors member, and Chief Financial Officer of JanOne, respectively. The warrants, discussed in Note 10, expire at various timeframes over the next two years. However, Company and ICG entered into an agreement whereby if the warrants are not exercised on or before the applicable expiration date, the applicable expiration date is deemed automatically extended for successive two-year periods immediately prior to such expiration. On December 30, 2017, ASH, a wholly owned subsidiary of the Company, entered into a Stock Purchase Agreement with JanOne and ApplianceSmart, a subsidiary of JanOne. Pursuant to the Agreement, the Purchaser purchased from JanOne all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $6,500. Effective April 1, 2018, ASH issued an interest-bearing promissory note, with interest at 5% per annum, with a three-year term in the original amount of $3,919 for the balance of the purchase price. On December 26, 2018, ASH and the Seller amended and restated the ApplianceSmart Note to, among other things, grant the Seller a security interest in the assets of ASH and ApplianceSmart in accordance with the terms of separate security agreements entered into between ASH and ApplianceSmart, respectively, and the Seller. At June 30, 2020 and September 30, 2019, respectively, there was $2,826 outstanding on this ApplianceSmart Note. On or about April 23, 2020, the Company sold ApplianceSmart Contracting Inc. (“ApplianceSmart Contracting”) to a related party for $60. 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 $382 to satisfy then outstanding sales tax obligations owed by ApplianceSmart Contracting. Advances under the ASC Note 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 under the ASC Note bear interest at 8.0% per annum. The loan matures on September 30, 2022 or on such earlier date as provided in the ASC 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 $55. In connection with the acquisition of Vintage Stock on November 3, 2016, as amended, Rodney Spriggs, President of Vintage Stock, holds a 41% interest in the $10,000 Seller Subordinated Acquisition Note payable by VSAH. The terms of payment are interest only, payable monthly on the 1 st On April 9, 2020, the Company entered into and delivered to Isaac Capital Group, LLC (“ICG”) an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $1,000 revolving credit facility (the “Unsecured Revolving Credit Facility”). The Unsecured Revolving Credit Facility matures on April 8, 2023, bears interest at 10.0% per annum, and provides for the payment of interest monthly in arrears. The foregoing transaction did not include the issuance of any shares of the Company’s common stock, warrants, or other derivative securities. Also see Notes 7 and 8. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 1 4 : Commitments and Contingencies Litigation Generally We are involved in various claims and lawsuits arising in the normal course of business. The ultimate results of claims and litigation cannot be predicted with certainty. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. SEC Notice On February 21, 2018, the Company received a subpoena from the Securities and Exchange Commission (“SEC”) and a letter from the SEC stating that it is conducting an investigation. The subpoena requests 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. The letter from the SEC states that “this inquiry does not mean that the SEC has concluded that the Company or any of its officers and directors has broken the law or that the SEC has a negative opinion of any person, entity, or security.” The Company is cooperating with the SEC in its investigation . During August 2020, three of the Company’s executives received a Wells Notice from the SEC. See Note 17 for a complete discussion. ApplianceSmart Bankruptcy and Other ApplianceSmart Related Litigation Matters On December 12, 2019, Crossroads Center LLC served a lawsuit against ApplianceSmart in the District Court for the State of Minnesota, County of Olmsted, alleging, among other things, breach of contract and seeking damages in excess of $64. This matter has been stayed as a result of the Chapter 11 Case. On December 9, 2019, ApplianceSmart filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The bankruptcy affects Live Ventures’ indirect subsidiary ApplianceSmart only and does not affect any other subsidiary of Live Ventures, or Live Ventures itself. ApplianceSmart expects to continue to operate its business in the ordinary course of business as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. In addition, the Company reserves its right to file a motion seeking authority to use cash collateral of the lenders under ApplianceSmart’s reserve-based revolving credit facility. The case is being administrated under the caption In re: ApplianceSmart, Inc On November 22, 2019, Haier US Appliance Solutions, Inc. d/b/a GE Appliances filed suit against ApplianceSmart in the District Court for the State of Minnesota, County of Hennepin (the “Hennepin Court”) alleging, among other things, breach of contract and seeking damages in excess of $250. This matter has been stayed as a result of the Chapter 11 Case. On November 1, 2019, OIRE Minnesota, L.L.C. filed suit against ApplianceSmart in the Hennepin Court alleging, among other things, breach of contract and seeking damages in excess of $60. This matter was subsequently settled for an aggregate of $20 on February 18, 2020 in exchange for full mutual releases. On October 16, 2019, VanMile, LLC filed a lawsuit against ApplianceSmart in the Magistrate Court of Gwinnett County, State of Georgia alleging unpaid invoices and seeking damages therefor. Plaintiff is seeking damages of $15. This matter has been stayed as a result of the Chapter 11 Case. On September 12, 2019, Fisher & Paykel Appliances, Inc. (“F&P”) initiated an arbitration against ApplianceSmart in San Diego alleging breach of contract and seeking damages in excess of $100. This matter was stayed as a result of the Chapter 11 Case. On July 9, 2020, discontinued the arbitration. On July 22, 2019, Trustee Main/270, LLC (the “Reynoldsburg Landlord”) filed a lawsuit against ApplianceSmart and JanOne Inc. (formerly known as Appliance Recycling Centers of America, Inc.) (“JanOne”) in the Franklin County Common Pleas Court in Columbus, Ohio, alleging, with respect to ApplianceSmart, default under a lease agreement and, with respect to JanOne, guaranty of lease. The complaint sought damages of $1,530 attorney fees, and other charges. On or about September 27, 2019, the parties entered into a second lease modification agreement and ratification of agreement (the “Second Lease Modification Agreement”) whereby the Reynoldsburg Landlord restored ApplianceSmart’s access to the property. Pursuant to the terms of the Second Lease Modification Agreement, in exchange for such restored access, ApplianceSmart paid the Reynoldsburg Landlord $141 in partial satisfaction of past due rent and costs and the Reynoldsburg Landlord agreed to dismiss the lawsuit with prejudice. In addition, the Reynoldsburg Landlord agreed to reduced minimum annual rent for the remainder of the erm and waived the rent due for October 2019, December 2019, and January 2020. In addition, JanOne ratified its guaranty under the lease. On August 29, 2019, Martin Drive, LLC filed suit against ApplianceSmart in the Hennepin Court, alleging, among other things, breach of contract and failure to pay rent under the terms of a lease agreement. The plaintiff was awarded a default judgment in the aggregate amount of $265. This matter has been stayed as a result of the Chapter 11 Case. On August 27, 2019, CH Robinson Worldwide, Inc. served a lawsuit against ApplianceSmart in the District Court for the State of Minnesota, County of Carver, alleging, among other things, breach of contract and seeking damages in excess of $140. This matter has been stayed as a result of the Chapter 11 Case. On June 19, 2019, Graceland Retail 2017 LLC filed suit against ApplianceSmart in the Court of Common Pleas in Franklin County, Ohio, alleging, among other things, breach of contract and failure to pay rent under the terms of a lease agreement. The plaintiff was seeking damages of approximately $940. This matter has been stayed as a result of the Chapter 11 Case. On May 29, 2019, Hopkins Mainstreet II, LLC (“Hopkins Mainstreet”) filed suit against ApplianceSmart, Inc. in the Hennepin Court alleging, among other things, breach of contract and failure to pay rent. The Hennepin Court subsequently entered a default judgment in favor of Hopkins Mainstreet in the amount of $225, plus attorneys’ fees in the amount of $3, and costs and disbursements in the amount of $1. This matter has been stayed as a result of the Chapter 11 Case. The Company and Hopkins Mainstreet reached a settlement agreement during March 2020 in the amount of $25. On April 26, 2019, New Leaf Serv. Contracts, LLC (“New Leaf”) filed suit against ApplianceSmart and the Company in the District Court of Dallas County, Texas (the “Dallas Court”) alleging, among other things, breach of contract. Plaintiff seeks damages of approximately $215, plus interest and attorneys’ fees. This matter was subsequently abated to allow the parties to arbitrate this dispute. The Company has asserted certain counterclaims against New Leaf. This matter was stayed as a result of the Chapter 11 Case. On June 29, 2020, this matter was dismissed by New Leaf with prejudice. 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 nine months ended June 30 Beginning balance, September 30, 2019 $ 292 Warranties issued/accrued — Warranty settlements (61 ) Ending balance, June 30, 2020 $ 231 |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 1 5 : Income Taxes The income tax rate for the three months ended June 30, 2020 and 2019 was 27.8% and 27.5%, respectively. The income tax rate for the nine months ended June 30, 2020 and 2019 was 26.8% and 27.6%, respectively. The effective income tax rate differs from the U.S. federal statuary rate primarily due to state taxes and certain non-deductible expenses. As of June 30, 2020, the Company had no uncertain tax positions. The Company is subject to taxation and files income tax returns in the U.S., and various state jurisdictions. The Company is subject to audit for U.S. purposes for the current and prior three years; and for state purposes the current and prior four years. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 1 6 : Segment Reporting The Company operates in three segments which are characterized as: (1) Manufacturing, (2) Retail and Online, and (3) Services. The Manufacturing Segment consists of Marquis Industries, the Retail and Online segment consists of Vintage Stock and ApplianceSmart, and the Services segment consists of the directory services business. The following tables summarize segment information for the three and nine months ended June 30, 2020 and 2019: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2020 2019 2020 2019 Revenues Retail and Online $ 14,259 $ 23,973 $ 54,733 $ 80,366 Manufacturing 28,079 22,913 75,747 66,358 Services 134 157 424 488 $ 42,472 $ 47,043 $ 130,904 $ 147,212 Gross profit Retail and Online $ 8,009 $ 12,455 $ 29,464 $ 38,773 Manufacturing 8,579 6,644 21,255 18,001 Services 125 147 396 460 $ 16,713 $ 19,246 $ 51,115 $ 57,234 Operating income Retail and Online $ 1,586 $ 552 $ 2,770 $ 183 Manufacturing 4,280 3,111 9,381 7,304 Services 124 146 394 458 $ 5,990 $ 3,809 $ 12,545 $ 7,945 Depreciation and amortization Retail and Online $ 331 $ (520 ) $ 1,482 $ 1,150 Manufacturing 984 610 2,472 2,982 Services — — — — $ 1,315 $ 90 $ 3,954 $ 4,132 Interest expenses Retail and Online $ 715 $ 1,206 $ 2,512 $ 3,501 Manufacturing 440 399 1,270 1,292 Services — — — — $ 1,155 $ 1,605 $ 3,782 $ 4,793 Net income (loss) before provision for income taxes Retail and Online $ 1,199 $ (617 ) $ 778 $ (3,222 ) Manufacturing 3,685 2,512 7,681 7,579 Services 124 147 394 458 $ 5,008 $ 2,042 $ 8,853 $ 4,815 Chapter 11 Filing of ApplianceSmart, Inc. On December 9, 2019, ApplianceSmart filed a voluntary petition (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The bankruptcy affects Live Ventures’ indirect subsidiary ApplianceSmart only and does not affect any other subsidiary of Live Ventures, or Live Ventures itself. As part of the Chapter 11 process, ApplianceSmart expects to work with its lenders and creditors to restructure and or settle secured and unsecured indebtedness. ApplianceSmart expects to continue to operate its business in the ordinary course of business as debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. In addition, the Company reserves its right to file a motion seeking authority to use cash collateral of the lenders under the reserve-based revolving credit facility. The case is being administrated under the caption In re: ApplianceSmart, Inc The Company will continue to consolidate ApplianceSmart as ApplianceSmart remains under the control of management and not the Bankruptcy Court. ApplianceSmart maintains its ability to operate under the normal course of business throughout the bankruptcy proceedings. The Company will continue to evaluate any triggering events that indicate a loss of control that may result in deconsolidation. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 1 7 : Subsequent Events Acquisition of Precision Industries, Inc. On July 14, 2020 (the “Closing Date”), the Company entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Precision Industries, Inc., a Pennsylvania corporation (“Precision”), President Merger Sub Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Live Ventures (“Merger Sub”), and D. Jackson Milhollan, as shareholders’ representative, pursuant to which Live Ventures acquired Precision by the consummation of a merger (the “Merger”) of its Merger Sub with and into Precision, with Precision surviving the Merger. Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, at the closing of the Merger, Live Ventures paid Precision’s shareholders aggregate consideration of $31,475 in cash (the “Merger Consideration”), subject to (i) certain adjustments with respect to Precision’s cash, expenses incurred in connection with the Merger, debt, and net working capital balances at the closing of the Merger, (ii) the withholding of a portion of the Merger Consideration in connection with the Precision shareholders’ indemnification obligations under the Merger Agreement, and (iii) the withholding of a portion of the Merger Consideration as an expense account for the shareholders’ representative. At the effective time of the Merger (the “Effective Time”), receive a portion of the Merger Consideration in accordance with the terms of the Merger Agreement. The Merger Agreement contains customary representations, warranties, covenants, and agreements of Live Ventures, Merger Sub, and Precision, including indemnification rights in favor of Live Ventures that are customary for a transaction of this nature and magnitude. In connection with the Merger, Live Ventures formed “Precision Affiliated Holdings LLC”, a Delaware limited liability company (“Precision Holdings”), as its wholly-owned subsidiary for the purpose of its holding 100% of the issued and outstanding shares of capital stock of Precision. Pursuant to the terms of a Contribution Agreement (the “Contribution Agreement”) and in connection with the Merger and the financing of the acquisition of Precision, Live Ventures caused the capital stock of Precision to be vested in Precision Holdings. Financing Transactions Loan with Encina Business Credit, LLC On the Closing Date, Precision Holdings, a wholly-owned subsidiary of Live Ventures and the holder of 100% of the issued and outstanding shares of capital stock of Precision and Merger Sub entered into a Loan and Security Agreement (the “Loan Agreement”) by and among Precision and Merger Sub, as Borrowers, Precision Holdings, as a Loan Party Obligor, the lenders from time to time party thereto, and Encina Business Credit, LLC, as Agent (the “Agent”). The Loan Agreement provides for a $1.72 million secured term loan (the “Term Loan”), and secured revolving loans (the “Revolving Loans”, and together with the Term Loan, the “Encina Loans”) in a principal amount not to exceed the lesser of (i) $23,500 and (ii) a borrowing base equal to the sum of (a) 85% of eligible accounts receivable of the two Borrowers, plus (b) 85% of eligible inventory of the two Borrowers, subject to an eligible inventory sublimit that begins at $14,000 and declines to $12,000 during the term of the Loan Agreement, minus (c) customary reserves. The Encina Loans will be used (v) in connection with the consummation and financing of the Merger, (w) to repay in full certain indebtedness of Precision, (x) to pay the fees, costs, and expenses incurred in connection with the Loan Agreement and the Merger Agreement, (y) for Borrowers’ working capital purposes, and (z) for other lawful business purposes. The Revolving Loans bear interest at an interest rate equal to the one-month London interbank offered rate (“LIBOR”) plus the applicable margin. The applicable margin ranges from 4.50% to 5.50% per annum (subject to a LIBOR floor of 1.00%) and is determined based on a pricing grid based on the Borrowers’ inventory-to-accounts receivable availability ratio and average Revolving Loan excess availability. The applicable margin through January 31, 2021 is 5.50%. The Term Loan bears interest at an interest rate equal to LIBOR plus 6.50%. The outstanding principal amounts of the Encina Loans and all accrued and unpaid interest are due and payable on July 14, 2023 (the “Scheduled Maturity Date”). The Term Loan requires monthly payments of principal in the amount of $28,666.67 plus accrued and unpaid interest. The Revolving Loans require monthly payments of accrued and unpaid interest. The Borrowers may prepay the Term Loan in whole or in part, and may prepay the Revolving Loans in part, at any time without penalty or premium. The Borrowers may prepay and terminate the Revolving Loans in whole at any time, subject to the payment (with certain exceptions described below) of an early termination fee equal to: (i) 3.0% of the Revolving Loan Commitment ($23,500) if prepaid during the period of time from and after the Closing Date up to the first anniversary of the Closing Date; (ii) 1.0% of the Revolving Loan Commitment on and after the first anniversary of the Closing Date, but on or before the second anniversary of the Closing Date, or (iii) 0.50% on and after the second anniversary of the Closing Date, but on or before the third anniversary of the Closing Date; provided, during the three months preceding the Scheduled Maturity Date, no early termination fee will be payable so long as Borrowers provide at least 90-days’ prior written notice to Agent of such proposed Revolving Loan Commitment termination. The Encina Loans are also subject to customary mandatory prepayments upon the occurrence of certain asset dispositions, casualty, taking or condemnation events, equity issuances, the incurrence of certain indebtedness, and receipt of extraordinary receipts. The Encina Loans are secured by a lien on substantially all of the assets of Precision Holdings, the Borrowers, and any future subsidiaries of the Borrowers, and are guaranteed by Precision Holdings and future subsidiaries of the Borrowers. Loan from Isaac Capital Group LLC On July 10, 2020, the Company borrowed $2,000 (the “ICG Loan”) from Isaac Capital Group LLC (“ICG”). The ICG Loan matures on May 1, 2025 and bears interest at a rate of 12.5% per annum. Interest is payable in arrears on the last day of each month, commencing July 31, 2020. Live Ventures used the proceeds from the ICG Loan to finance the acquisition of Precision. The ICG Loan documents contain events of default and other provisions customary for a loan of this type. Jon Isaac, the Company President and Chief Executive Officer, is the President and sole member of ICG. As of June 17, 2020, Mr. Isaac is the beneficial owner of approximately 52.9% of the outstanding capital stock (on an as-converted and as-exercised basis) of the Company, which percentage includes ICG’s beneficial ownership of approximately 45.4% of the outstanding capital stock (on an as-converted and as-exercised basis) of the Company. The foregoing description of the ICG Loan is qualified in its entirety by reference to the complete text of the Loan and Security Agreement among Isaac Capital Fund I, LLC (“ICF”) and certain direct and indirect wholly-owned subsidiaries of Live Ventures, dated as of July 6, 2015, and that certain Consent, Joinder and First Amendment to Loan and Security Agreement among ICF and certain of the same subsidiaries and one additional indirect wholly-owned subsidiary of Live Ventures, dated as of January 31, 2020, the Second Amendment to Loan and Security Agreement and Novation by and among Live Ventures, Marquis Affiliated Holdings LLC, Marquis Industries, Inc., and Isaac Capital Fund I LLC, and the Assignment and Assumption Agreement between ICF and ICG, dated as of July 10, 2020. 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 $2,000 (the “Spriggs Loan”). The Spriggs Loan matures on July 10, 2022 and bears simple interest at a rate of 10.0% per annum. Interest is payable in arrears on the last day of each month, commencing July 31, 2020. the Company may prepay the Spriggs Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid, together with accrued interest thereon to the date of prepayment; provided, however, that, if the Company prepays the Spriggs Loan in whole or in part on or prior to December 10, 2020, then the Company would also be obligated to pay a prepayment penalty to Spriggs Investments in an amount equal to $100, less the amount of any interest paid or to be paid by the Company up to the date of prepayment. the Company used the proceeds from the Spriggs Loan to finance the acquisition of Precision. The Spriggs Promissory Note contains events of default and other provisions customary for a loan of this type. The Spriggs Loan was guaranteed by Jon Isaac, Live Ventures’ President and Chief Executive Officer, and by ICG. ApplianceSmart Bankruptcy and Other ApplianceSmart Litigation Matters On August 4, 2020, Valassis Communications, Inc. and Valassis Digital Corp. (collectively, “Valassis”) filed suit against ApplianceSmart Holdings LLC in the State of Michigan, Third Judicial Circuit, Wayne County, alleging, among other things, breach of contract and account stated and seeking damages of approximately $700. The Company believes that ApplianceSmart, Inc., not ApplianceSmart Holdings LLC is the responsible party. On December 9, 2019, ApplianceSmart filed a Chapter 11 Case in the Bankruptcy Court seeking relief under Chapter 11 of the Bankruptcy Code. The bankruptcy affects Live Ventures’ indirect subsidiary ApplianceSmart only and does not affect any other subsidiary of Live Ventures, including, but not limited to ASH, or Live Ventures itself. The Company believes that this matter has been stayed by the Chapter 11 Case, and, if the Bankruptcy Court determines that this matter has not been stayed, the Company intends to vigorously defend on behalf of ASH. SEC Notice 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 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 Executives that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against each of the Executives that would allege certain violations of the federal securities laws. The Executives and the Company maintain that their actions were appropriate and intends to vigorously defend against any and all allegations brought forth. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements represent the consolidated financial position, results of operations and cash flows for Live Ventures and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation |
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 estimate of dilution and fees associated with billings, the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, estimated warranty reserve, estimated fair value and forfeiture rates for stock-based compensation, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, current portion of notes payable, 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, 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 June 30, 2020 and September 30, 2019 approximate fair value. |
Cash and Cash Equivalents | Cash and Cash Equivalents 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. |
Trade Receivables | Trade Receivables The Company grants trade credit to customers under credit terms that it believes are customary in the industry 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 balance receivable 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 0.75 |
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 non-factored trade and other receivables which helps reduce potential losses due to doubtful accounts. At June 30, 2020 and September 30, 2019, the allowance for doubtful accounts was $873 and $936, respectively. |
Inventories | Inventories Manufacturing Segment 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 June 30, 2020 and September 30, 2019, the reserve for obsolete inventory was $92. Retail and Online Segment 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 . Merchandise inventory reserves as of June 30, 2020 and September 30, 2019 were $242 and $590, respectively. |
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 3 to 40 years, transportation equipment is 5 to 10 years, machinery and equipment are 5 to 10 years, furnishings and fixtures are 3 to 5 years and office and computer equipment are 3 to 5 years. Depreciation expense was $1,316 and $982 for the three months ended June 30, 2020 and 2019, respectively. Depreciation expense was $3,458 and $3,055 for the nine months ended June 30, 2020 and 2019, respectively. We periodically review our 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. We assess recoverability based on several factors, including our intention with respect to our 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 purchased goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We test goodwill annually on July 1 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 the 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 using a two-step approach required by ASC 350 to determine whether a goodwill impairment exists . The first step of the quantitative test is 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. If the carrying amount exceeds the fair value, then the second step is required to be completed, which involves allocating the fair value of the reporting unit to each asset and liability using the guidance in ASC 805 (“ Business Combinations, Accounting for Identifiable Intangible Assets in a Business Combination . 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 . There was no goodwill impairment for the nine months ended June 30, 2020 and 2019. |
Intangible Assets | Intangible Assets The Company’s intangible assets consist of customer relationship intangibles, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, critical 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 – 3 to 20 years; software – 3 to 5 years, customer relationships – 7 to 15 years, customer lists – 20 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determined lives may be adjusted. Intangible amortization expense was $162 and $176 for the three months ended June 30, 2020 and 2019, respectively. Intangible amortization expense was $497 and $1,068 for the nine months ended June 30, 2020 and 2019, respectively. |
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”) 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. Manufacturing Segment The Manufacturing Segment derives revenue primarily from the sale of carpet products, 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, 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 . Retail and Online Segment The Retail and Online 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 taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded . Services Segment The Services Segment recognizes revenue from directory subscription services as billed for and accepted by the customer. Directory services revenue is billed and recognized monthly for directory services subscribed. The Company has utilized outside billing companies to perform direct ACH withdrawals. For billings via ACH withdrawals, revenue is recognized when such billings are accepted by the customer. Customer refunds are recorded as an offset to gross Services Segment revenue. Revenue for billings to certain customers that are billed directly by the Company and not through outside billing companies is recognized based on estimated future collections which are reasonably assured. The Company continuously reviews this estimate for reasonableness based on its collection experience . Spare Parts For spare part sales, we transfer control and recognize a sale when we ship the product to our customer or when the customer receives product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. We do not have any additional performance obligations other than spare part sales that are material in the context of the contract. The amount of consideration we receive and revenue we recognize varies due to sales incentives and returns we offer to our customers. When we give our customers the right to return eligible products, we reduce revenue for our estimate of the expected returns which is primarily based on an analysis of historical experience. Warranties Warranties are classified as either assurance type 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. We sell certain extended service arrangements separately from the sale of products. During 2019, the Company became the principal for certain extended service arrangements. Revenue related to these arrangements is recognized ratably over the contract term. The warranty reserve of $231 and $292 is included in accrued liabilities on the consolidated balance sheet at June 30, 2020 and September 30, 2019, 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, 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 for the three months ended June 30, 2020 and 2019, was $103 and $240, respectively and $89 and $369 for the nine months ended June 30, 2020 and 2019, 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 – 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 . |
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 We lease retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2029 For contracts entered into on or after October 1, 2019, we assess at contract inception whether the contract is, or contains, a lease. Generally, we determine that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) we obtain the right to substantially all economic benefits from use of the asset and (iii) we have the right to direct the use of the asset. In general, all of our leases are operating leases. At the lease commencement date, we recognize 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 our 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 our real estate lease agreements require payments for non-lease costs such as utilities and common area maintenance. We have elected an accounting policy, as permitted by ASC 842, not to account for such payments separately from the related lease payments. Our policy election results in a higher initial measurement of lease liabilities when such non-lease payments are fixed amounts. Certain of our 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 and our proportionate share of actual property taxes, insurance and utilities. Such payments and changes in payments based on a rate or index are recognized in 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. The lease payments are allocated between a reduction of the lease liability and interest expense. 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 We adopted Accounting Standard Update (“ASU”) No. 2016-02 - Leases (Topic 842), as amended, or Accounting Standard Codification (“ASC 842”), as of October 1, 2019. The primary impact of ASC 842 on our consolidated financial statements is the recognition of right-of-use assets and related liabilities on our consolidated balance sheet for operating leases where we are the lessee. We elected to apply the requirements of the new standard on October 1, 2019 and we have not restated our consolidated financial statements for prior periods. Our adoption of ASC 842 did not have a material impact on the results of our operations or on our cash flows for the period presented. We elected certain practical expedients under our transition method, including elections to not reassess (i) whether a contract is or contains a lease and (ii) the classification of existing leases. We also elected not to apply hindsight in determining whether optional renewal periods should be included in the lease term, which in some instances may impact the initial measurement of the lease liability and the calculation of straight-line expense over the lease term for operating leases. As a result of our transition elections, there was no change in our recognition of expense for leases that commenced prior to October 1, 2019. |
Stock-Based Compensation | Stock-Based Compensation The Company from time to time grants stock options to employees, non-employees, and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments, net of estimated forfeitures. 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 |
Segment Reporting | Segment Reporting ASC Topic 280, “ Segment Reporting |
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 per institution. At times, balances may exceed federally insured limits. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Right of Use Assets and Lease Liabilities | The following table details our right of use assets and lease liabilities as of June 30, 2020: June 30, 2020 Right of use asset - operating leases $ 24,585 Operating lease liabilities: Current 6,900 Long term 18,439 |
Schedule of Present Value of Future Lease Payments | Total present value of future lease payments as of June 30, 2020: Twelve months ended June 30, 2021 $ 6,900 2022 6,859 2023 4,368 2024 2,722 2025 1,763 Thereafter 4,604 Total 27,216 Less implied interest (1,877 ) Present value of payments $ 25,339 |
Balance Sheet Detail Informat_2
Balance Sheet Detail Information (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Balance Sheet Detail Information | June 30, 2020 September 30, 2019 Trade receivables, current, net: Accounts receivable, current $ 14,217 $ 12,641 Less: Reserve for doubtful accounts (677 ) (740 ) $ 13,540 $ 11,901 Trade receivables , long term, net: Accounts receivable, long term $ 196 $ 196 Less: Reserve for doubtful accounts (196 ) (196 ) $ — $ — Total trade receivables, net: Gross trade receivables $ 14,413 $ 12,837 Less: Reserve for doubtful accounts (873 ) (936 ) $ 13,540 $ 11,901 Inventory, net Raw materials $ 6,532 $ 7,431 Work in progress 9,805 2,141 Finished goods 10,034 6,785 Merchandise 16,890 22,883 43,261 39,240 Less: Inventory reserves (334 ) (682 ) $ 42,927 $ 38,558 Property and equipment, net: Building and improvements $ 10,566 $ 10,827 Transportation equipment 480 82 Machinery and equipment 23,845 20,035 Furnishings and fixtures 2,768 2,741 Office, computer equipment and other 2,655 2,544 40,314 36,229 Less: Accumulated depreciation (15,627 ) (13,633 ) $ 24,687 $ 22,596 Intangible assets, net: Domain name and marketing related intangibles $ 90 $ 90 Lease intangibles — 1,033 Customer relationship intangibles 2,689 2,689 Purchased software 146 808 2,925 4,620 Less: Accumulated amortization (1,729 ) (2,421 ) $ 1,196 $ 2,199 Accrued liabilities: Compensation and benefits $ 2,329 $ 3,316 Accrued sales and use taxes 382 1,176 Accrued property and other taxes 385 191 Accrued rent 36 604 Accrued gift card and escheatment liability 1,401 1,461 Accrued interest payable 105 181 Accrued accounts payable and bank overdrafts 1,365 591 Accrued professional fees 426 4,660 Customer deposits 103 240 Accrued expenses - other 192 564 $ 6,724 $ 12,984 |
Intangibles (Tables)
Intangibles (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Future Amortization Expense Related to Intangible Assets | The following table summarizes estimated future amortization expense related to intangible assets that have net balances as of June 30, 2020: 2021 $ 435 2022 289 2023 210 2024 87 2025 29 Thereafter 146 $ 1,196 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Schedule of Fixed Coverage Ratio | The BofA Revolver Loan bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greater of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50%, or (iii) 30-day LIBOR plus 1.00% plus the margin, which varies, depending on the fixed coverage ratio table below. Levels I – V determine the interest rate to be charged Marquis which 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 Base Rate Revolver LIBOR Revolver I <1.20 to 1.00 1.25 % 2.25 % II >1.20 to 1.00 but <1.50 to 1.00 1.00 % 2.00 % III >1.50 to 1.00 but <1.75 to 1.00 0.75 % 1.75 % IV >1.75 to 1.00 but >2.00 to 1.00 0.50 % 1.50 % V >2.00 to 1.00 0.25 % 1.25 % |
Schedule of Long-term Debt | Long-term debt as of June 30, 2020 and September 30, 2019 consisted of the following: June 30, 2020 September 30, 2019 Bank of America Revolver Loan $ — $ 13 Texas Capital Bank Revolver Loan 6,319 10,590 Note Payable Comvest Term Loan 8,845 15,412 Note Payable to the Sellers of Vintage Stock 10,000 10,000 Crossroads Financial Revolver Loan — 1,981 Note #1 Payable to Banc of America Leasing & Capital LLC 1,439 2,057 Note #3 Payable to Banc of America Leasing & Capital LLC 1,994 2,379 Note #4 Payable to Banc of America Leasing & Capital LLC 613 731 Note #5 Payable to Banc of America Leasing & Capital LLC 2,672 3,065 Note #6 Payable to Banc of America Leasing & Capital LLC 792 891 Note #7 Payable to Banc of America Leasing & Capital LLC 4,819 — Lonesome Oak equipment loans 3,200 — Note payable to the Sellers of Lonesome Oak 2,344 — Note Payable to Store Capital Acquisitions, LLC 9,251 9,274 Paycheck Protection Program 4,768 — Note payable to individual, noninterest bearing, monthly payments of $19 through March 2023 657 — Note payable to individual, interest at 11% per annum, payable on a 90 day written notice, unsecured 207 207 Note payable to individual, interest at 10% per annum, payable on a 90 day written notice, unsecured 500 500 Total notes payable 58,420 57,100 Less unamortized debt issuance costs (1,095 ) (1,384 ) Net amount 57,325 55,716 Less current portion (18,075 ) (7,897 ) Long-term portion $ 39,250 $ 47,819 |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt as of June 30, 2020, are as follows which does not include related party debt separately stated: Twelve months ending June 30, 2021 $ 18,075 2022 8,988 2023 7,410 2024 11,844 2025 1,202 Thereafter 10,901 Total $ 58,420 |
Bank of America Revolver Loan | |
Summary of Bank Revolver | The following tables summarize the BofA Revolver for the nine months ended June 30, 2020 and 2019 and as of June 30, 2020 and September 30, 2019: During the nine months ended June 30, 2020 2019 Cumulative borrowing during the period $ 85,563 $ 63,942 Cumulative repayment during the period 87,919 71,542 Maximum borrowed during the period 11,347 8,071 Weighted average interest for the period 2.87 % 4.19 % June 30, 2020 September 30, 2019 Total availability $ 22,455 $ 14,914 Total outstanding — 13 |
Texas Capital Bank Revolver Loan | |
Summary of Bank Revolver | The following tables summarize the TCB Revolver for the nine months ended June 30, 2020 and 2019 and as of June 30, 2020 and September 30, 2019: During the nine months ended June 30, 2020 2019 Cumulative borrowing during the period $ 46,792 $ 57,653 Cumulative repayment during the period 51,063 58,351 Maximum borrowed during the period 11,798 11,932 Weighted average interest for the period 3.59 % 4.71 % June 30, 2020 September 30, 2019 Total availability $ 5,681 $ 1,410 Total outstanding 6,319 10,590 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable Related Parties | Notes payable, related parties as of June 30, 2020 and September 30, 2019 consisted of the following: June 30, 2020 September 30, 2019 JanOne Inc $ 2,826 $ 2,826 Isaac Capital Fund 2,000 2,000 Total notes payable - related parties 4,826 4,826 Less current portion — — Long-term portion $ 4,826 $ 4,826 |
Schedule of Future Maturities of Notes | Future maturities of notes payable, related parties as of June 30, 2020 are as follows: Twelve months ending June 30, 2021 $ 2,826 2022 — 2023 — 2024 — 2025 2,000 Thereafter — Total $ 4,826 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The following table summarizes information about the Company’s warrants at June 30, 2020 and September 30, 2019, respectively: Number of units - Series B Convertible preferred warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding and Exercisable at September 30, 2019 118,029 $ 20.80 0.53 $ — Outstanding and Exercisable at June 30, 2020 118,029 $ 20.80 1.60 $ — |
Summary of Information Assuming Warrants are Exercised and Exchanged for Common Shares | The warrants may be exchanged for shares of common stock at a ratio of one share of Series B Preferred Stock into five common shares. The following table provides information assuming the warrants are exercised and exchanged for common shares: Number of units - Series B Convertible preferred warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Intrinsic Value Outstanding and Exercisable at September 30, 2019 590,147 $ 4.16 0.53 $ 2,602 Outstanding and Exercisable at June 30, 2020 590,147 $ 4.16 1.60 $ 3,151 |
Summary of Warrants Outstanding and Exercisable | The exercise price for the Series B Convertible Preferred Stock warrants outstanding and exercisable at June 30, 2020 and September 30, 2019, are as follows: Series B Convertible Preferred Outstanding Exercisable Number of Warrants Exercise Price Number of Warrants Exercise Price 54,396 $ 16.60 54,396 $ 16.60 17,857 16.80 17,857 16.80 12,383 24.30 12,383 24.30 33,393 28.50 33,393 28.50 118,029 118,029 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Share Based Compensation [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the twelve months ended September 30, 2019 and the nine months ended June 30, 2020: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value Outstanding at September 30, 2018 231,668 $ 14.84 3.04 $ 163 Forfeited/Expired (31,250 ) Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Exercisable at September 30, 2019 164,084 $ 13.92 1.44 $ 27 Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Forfeited/Expired (81,250 ) Outstanding at June 30, 2020 119,168 $ 19.07 2.96 $ — Exercisable at June 30, 2020 95,001 $ 15.50 1.75 $ — |
Summary of Exercise Price for Stock Options Outstanding and Exercisable | The exercise price for stock options outstanding and exercisable outstanding as of June 30, 2020 is as follows: Outstanding Exercisable Number of Options Exercise Price ($) Number of Options Exercise Price ($) 25,000 10.00 25,000 10.00 16,668 10.86 12,501 10.86 6,250 12.50 6,250 12.50 6,250 15.00 6,250 15.00 25,000 15.18 25,000 15.18 8,000 23.41 8,000 23.41 8,000 27.60 8,000 27.60 8,000 31.74 4,000 32 8,000 36.50 — — 8,000 41.98 — — 119,168 95,001 |
Summary of Non-Vested Shares | The following table summarizes information about the Company’s non-vested shares outstanding as of June 30, 2020 and September 30, 2019: Non-vested Shares Number of Shares Average Grant-Date Fair Value Non-vested at September 30, 2019 36,334 $ 26.76 Vested (12,167 ) $ 23.23 Non-vested at June 30, 2020 24,167 $ 33.10 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Earnings Per Share | The following table presents the computation of basic and diluted net earnings per share: Three Months Ended June 30, Nine Months Ended June 30, 2020 2019 2020 2019 Basic Net income $ 3,585 $ 1,480 $ 6,451 $ 3,484 Less: preferred stock dividends — — — — Net income applicable to common stock $ 3,585 $ 1,480 $ 6,451 $ 3,484 Weighted average common shares outstanding 1,646,836 1,886,445 1,735,416 1,919,221 Basic earnings per share $ 2.18 $ 0.78 $ 3.72 $ 1.81 Diluted Net income applicable to common stock $ 3,585 $ 1,480 $ 6,451 $ 3,484 Add: preferred stock dividends — — — — Net income applicable for diluted earnings per share $ 3,585 $ 1,480 $ 6,451 $ 3,484 Weighted average common shares outstanding 1,646,836 1,886,445 1,735,416 1,919,221 Add: Options — — — 4,610 Add: Series B Preferred Stock 1,071,220 1,071,220 1,071,220 1,071,220 Add: Series B Preferred Stock Warrants 590,147 590,147 590,147 590,147 Add: Series E Preferred Stock 47,840 77,840 47,840 77,840 Assumed weighted average common shares outstanding 3,356,043 3,625,652 3,444,623 3,663,038 Diluted earnings per share $ 1.07 $ 0.41 $ 1.87 $ 0.95 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Warranty Reserve Activity | 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 nine months ended June 30 Beginning balance, September 30, 2019 $ 292 Warranties issued/accrued — Warranty settlements (61 ) Ending balance, June 30, 2020 $ 231 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following tables summarize segment information for the three and nine months ended June 30, 2020 and 2019: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2020 2019 2020 2019 Revenues Retail and Online $ 14,259 $ 23,973 $ 54,733 $ 80,366 Manufacturing 28,079 22,913 75,747 66,358 Services 134 157 424 488 $ 42,472 $ 47,043 $ 130,904 $ 147,212 Gross profit Retail and Online $ 8,009 $ 12,455 $ 29,464 $ 38,773 Manufacturing 8,579 6,644 21,255 18,001 Services 125 147 396 460 $ 16,713 $ 19,246 $ 51,115 $ 57,234 Operating income Retail and Online $ 1,586 $ 552 $ 2,770 $ 183 Manufacturing 4,280 3,111 9,381 7,304 Services 124 146 394 458 $ 5,990 $ 3,809 $ 12,545 $ 7,945 Depreciation and amortization Retail and Online $ 331 $ (520 ) $ 1,482 $ 1,150 Manufacturing 984 610 2,472 2,982 Services — — — — $ 1,315 $ 90 $ 3,954 $ 4,132 Interest expenses Retail and Online $ 715 $ 1,206 $ 2,512 $ 3,501 Manufacturing 440 399 1,270 1,292 Services — — — — $ 1,155 $ 1,605 $ 3,782 $ 4,793 Net income (loss) before provision for income taxes Retail and Online $ 1,199 $ (617 ) $ 778 $ (3,222 ) Manufacturing 3,685 2,512 7,681 7,579 Services 124 147 394 458 $ 5,008 $ 2,042 $ 8,853 $ 4,815 |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Details) | 9 Months Ended |
Jun. 30, 2020Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Segment | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Minimum annual commission due in factoring, per contract year | $ 112,000 | $ 112,000 | |||
Allowance for doubtful accounts | 873,000 | 873,000 | $ 936,000 | ||
Allowance for obsolete inventory | 334,000 | 334,000 | 682,000 | ||
Depreciation expense | 1,316,000 | $ 982,000 | 3,458,000 | $ 3,055,000 | |
Goodwill impairment | 0 | 0 | |||
Intangible amortization expense | 162,000 | 176,000 | 497,000 | 1,068,000 | |
Warranty reserve | 231,000 | 231,000 | 292,000 | ||
Breakage income related to gift cards | 103,000 | $ 240,000 | $ 89,000 | $ 369,000 | |
Lease expiration period | various dates through 2029 | ||||
Number of reportable segments | Segment | 3 | ||||
Federal Deposit Insurance Corporation insured amount | 250,000 | $ 250,000 | |||
Customer Lists | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Useful lives of intangible assets | 20 years | ||||
Manufacturing | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Allowance for obsolete inventory | 92,000 | $ 92,000 | 92,000 | ||
Retail and Online | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Allowance for obsolete inventory | $ 242,000 | $ 242,000 | $ 590,000 | ||
Minimum | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of factoring commission | 0.75% | ||||
Percentage of interest on factoring | 3.25% | ||||
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 | 5 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 | 1.00% | ||||
Percentage of interest on factoring | 6.00% | ||||
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 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | Jul. 01, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Operating Leased Assets [Line Items] | |||||
Weighted average remaining lease term | 4 years 2 months 12 days | 4 years 2 months 12 days | |||
Weighted average discount rate | 8.10% | 8.10% | |||
Total cash payments | $ 5,961,000 | ||||
Operating lease right of use assets | $ 24,585,000 | 24,585,000 | |||
Operating lease liabilities | 25,339,000 | 25,339,000 | |||
Gain on lease settlement, net | 0 | $ 0 | $ 223,000 | $ 0 | |
Lease agreement description | As of July 1, 2020, the Company entered into a lease agreement for office space in Nevada with an initial lease term through November 30, 2025. | ||||
ApplianceSmart Inc | |||||
Operating Leased Assets [Line Items] | |||||
Gain on lease settlement, net | $ 837,000 | ||||
Impairment charges | $ 614,000 | ||||
Lease Agreement | Office Space | Nevada | |||||
Operating Leased Assets [Line Items] | |||||
Lease agreement entered date | Jul. 1, 2020 | ||||
Initial lease term | initial lease term through November 30, 2025 | ||||
Subsequent Event | Lease Agreement | Office Space | Minimum | Nevada | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease right of use assets | $ 1,000,000 | ||||
Operating lease liabilities | 1,000,000 | ||||
Subsequent Event | Lease Agreement | Office Space | Maximum | Nevada | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease right of use assets | 1,500,000 | ||||
Operating lease liabilities | $ 1,500,000 | ||||
Lonesome Oak | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease right of use assets | 7,691,000 | $ 7,691,000 | |||
Operating lease liabilities | $ 7,691,000 | $ 7,691,000 |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Assets and Lease Liabilities (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Right of use asset - operating leases | $ 24,585 |
Current | 6,900 |
Long term | $ 18,439 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Future Lease Payments (Details) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 6,900 |
2022 | 6,859 |
2023 | 4,368 |
2024 | 2,722 |
2025 | 1,763 |
Thereafter | 4,604 |
Total | 27,216 |
Less implied interest | (1,877) |
Present value of payments | $ 25,339 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 01, 2019 | Jun. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 37,577 | $ 36,947 | |
Lonesome Oak | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 631 | ||
Marquis | Lonesome Oak | |||
Business Acquisition [Line Items] | |||
Business combination, transaction value | 2,000 | ||
Business combination, Holdback amount | $ 1,450 | ||
Business combination, term of employment agreement | 5 years | ||
Business combination, term of non competition and non solicitation covenant | 3 years |
Balance Sheet Detail Informat_3
Balance Sheet Detail Information - Schedule of Balance Sheet Detail Information (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Trade receivables, current, net: | ||
Accounts receivable, current | $ 14,217 | $ 12,641 |
Less: Reserve for doubtful accounts | (677) | (740) |
Trade receivables, current, net | 13,540 | 11,901 |
Trade receivables , long term, net: | ||
Accounts receivable, long term | 196 | 196 |
Less: Allowance for doubtful accounts | (196) | (196) |
Trade receivables , long term, net | 0 | 0 |
Total trade receivables, net: | ||
Gross receivables | 14,413 | 12,837 |
Less: Reserve for doubtful accounts | (873) | (936) |
Total trade receivables, net | 13,540 | 11,901 |
Inventory, net | ||
Raw materials | 6,532 | 7,431 |
Work in progress | 9,805 | 2,141 |
Finished goods | 10,034 | 6,785 |
Merchandise | 16,890 | 22,883 |
Total inventory, gross | 43,261 | 39,240 |
Less: Inventory reserves | (334) | (682) |
Total inventory, net | 42,927 | 38,558 |
Property and equipment, net: | ||
Property and equipment, gross | 40,314 | 36,229 |
Less: Accumulated depreciation | (15,627) | (13,633) |
Property and equipment, net | 24,687 | 22,596 |
Intangible assets, net: | ||
Intangible assets, gross | 2,925 | 4,620 |
Less: Accumulated amortization | (1,729) | (2,421) |
Intangible assets, net | 1,196 | 2,199 |
Accrued liabilities: | ||
Compensation and benefits | 2,329 | 3,316 |
Accrued sales and use taxes | 382 | 1,176 |
Accrued property and other taxes | 385 | 191 |
Accrued rent | 36 | 604 |
Accrued gift card and escheatment liability | 1,401 | 1,461 |
Accrued interest payable | 105 | 181 |
Accrued accounts payable and bank overdrafts | 1,365 | 591 |
Accrued professional fees | 426 | 4,660 |
Customer deposits | 103 | 240 |
Accrued expenses - other | 192 | 564 |
Total accrued liabilities | 6,724 | 12,984 |
Domain Name and Marketing | ||
Intangible assets, net: | ||
Intangible assets, gross | 90 | 90 |
Leases | ||
Intangible assets, net: | ||
Intangible assets, gross | 1,033 | |
Customer Relationships | ||
Intangible assets, net: | ||
Intangible assets, gross | 2,689 | 2,689 |
Purchased Software | ||
Intangible assets, net: | ||
Intangible assets, gross | 146 | 808 |
Building and Improvements | ||
Property and equipment, net: | ||
Property and equipment, gross | 10,566 | 10,827 |
Transportation Equipment | ||
Property and equipment, net: | ||
Property and equipment, gross | 480 | 82 |
Machinery and Equipment | ||
Property and equipment, net: | ||
Property and equipment, gross | 23,845 | 20,035 |
Furnishings and Fixtures | ||
Property and equipment, net: | ||
Property and equipment, gross | 2,768 | 2,741 |
Office, Computer Equipment and Other | ||
Property and equipment, net: | ||
Property and equipment, gross | $ 2,655 | $ 2,544 |
Intangibles - Future Amortizati
Intangibles - Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 | $ 435 | |
2022 | 289 | |
2023 | 210 | |
2024 | 87 | |
2025 | 29 | |
Thereafter | 146 | |
Intangible assets, net | $ 1,196 | $ 2,199 |
Long Term Debt - Bank of Americ
Long Term Debt - Bank of America Revolver Loan - Additional Information (Details) - USD ($) | Jan. 31, 2020 | Jun. 30, 2020 | Jul. 06, 2015 |
Bank of America Revolver Loan | |||
Debt Instrument [Line Items] | |||
Debt periodic frequency | monthly | ||
Marquis | Related Party Loan | |||
Debt Instrument [Line Items] | |||
Excess availability of debt | $ 5,000,000 | $ 4,000,000 | |
Marquis | Minimum | Related Party Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, fixed charge coverage ratio calculated on pro-forma basis | 110.00% | ||
Marquis | Bank of America Revolver Loan | |||
Debt Instrument [Line Items] | |||
Credit line maximum | $ 25,000,000 | $ 15,000,000 | |
Line of credit agreement date | Jul. 6, 2015 | ||
Credit line maturity date | Jan. 31, 2025 | ||
Debt instrument, percentage of advance rate for work-in-progress of inventory | 0.00% | ||
Debt instrument, special reserves and advance limit of lessor | $ 12,500,000 | ||
Debt instrument, percentage of value of eligible inventory | 65.00% | ||
Debt interest rate description | The BofA Revolver Loan bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greater of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50%, or (iii) 30-day LIBOR plus 1.00% plus the margin | ||
Marquis | Bank of America Revolver Loan | Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Percentage points added to the reference rate | 0.50% | ||
Marquis | Bank of America Revolver Loan | 30-day LIBOR | |||
Debt Instrument [Line Items] | |||
Percentage points added to the reference rate | 1.00% | ||
Marquis | Bank of America Revolver Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, percentage of advance rate for raw materials of inventory | 53.50% | ||
Debt instrument, percentage of advance rate or finished goods of inventory | 70.00% | ||
Fixed charge coverage ratio | 105.00% | ||
Marquis | Bank of America Revolver Loan | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, percentage of advance rate for raw materials of inventory | 39.10% | ||
Debt instrument, percentage of advance rate or finished goods of inventory | 54.20% | ||
Fixed charge coverage ratio | 100.00% |
Long-Term Debt - Schedule of Fi
Long-Term Debt - Schedule of Fixed Coverage Ratio (Details) | 9 Months Ended |
Jun. 30, 2020 | |
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 | 1.00% |
Level II | LIBOR | Bank of America Revolver Loan | |
Debt Instrument [Line Items] | |
Interest Rate | 2.00% |
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 | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | |
Bank of America Revolver Loan | |||
Debt Instrument [Line Items] | |||
Cumulative borrowing during the period | $ 85,563 | $ 63,942 | |
Cumulative repayment during the period | 87,919 | 71,542 | |
Maximum borrowed during the period | $ 11,347 | $ 8,071 | |
Weighted average interest for the period | 2.87% | 4.19% | |
Total availability | $ 22,455 | $ 14,914 | |
Total outstanding | 13 | ||
Texas Capital Bank Revolver Loan | |||
Debt Instrument [Line Items] | |||
Cumulative borrowing during the period | 46,792 | $ 57,653 | |
Cumulative repayment during the period | 51,063 | 58,351 | |
Maximum borrowed during the period | $ 11,798 | $ 11,932 | |
Weighted average interest for the period | 3.59% | 4.71% | |
Total availability | $ 5,681 | 1,410 | |
Total outstanding | $ 6,319 | $ 10,590 |
Long Term Debt - Real Estate Tr
Long Term Debt - Real Estate Transaction - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||
Proceeds from note payable | $ 9,768 | $ 0 |
Store Capital Acquisitions | ||
Debt Instrument [Line Items] | ||
Note payable | 10,000 | |
Proceeds from sale of land | 644 | |
Proceeds from note payable | $ 9,356 | |
Debt instrument, term | 15 years | |
Annual lease rate | $ 60 | |
Increase of annual lease rate | 17.00% | |
Debt stated interest rate | 9.25% | |
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 un-paid. There is no pre-payment penalty following the tenth anniversary of the of the note. | |
Debt issuance costs | $ 458 |
Long Term Debt - Equipment Loan
Long Term Debt - Equipment Loans - Additional Information (Details) - Marquis | 9 Months Ended |
Jun. 30, 2020USD ($) | |
Note #1 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 5,000,000 |
Debt maturity date | Jul. 24, 2021 |
Debt periodic frequency | 60 monthly payments |
Debt periodic payment | $ 75,000 |
Debt initial payment date | Sep. 24, 2016 |
Debt stated interest rate | 3.90% |
Note #3 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 3,680,000 |
Debt maturity date | Dec. 30, 2023 |
Debt periodic frequency | 84 monthly payments |
Debt periodic payment | $ 52,000 |
Debt initial payment date | Jan. 30, 2017 |
Debt stated interest rate | 4.80% |
Note #4 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 1,095,000 |
Debt maturity date | Dec. 30, 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 | $ 3,932,000 |
Debt maturity date | Dec. 28, 2024 |
Debt periodic frequency | 84 monthly payments |
Debt periodic payment | $ 55,000 |
Debt initial payment date | Jan. 28, 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. 29, 2024 |
Debt periodic frequency | 60 monthly payments |
Debt periodic payment | $ 15,000 |
Debt initial payment date | Aug. 28, 2019 |
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. 24, 2020 |
Debt stated interest rate | 3.20% |
Debt final payment | $ 809,000 |
Long Term Debt - Lonesome Oak E
Long Term Debt - Lonesome Oak Equipment Loan - Additional Information (Details) - Lonesome Oak - Extruded Fibers Inc. $ in Thousands | 9 Months Ended |
Jun. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |
Debt periodic frequency | payable monthly in the amount of $100 for 36 months |
Debt periodic payment, principal | $ 100 |
Debt initial payment date | Mar. 31, 2020 |
Debt maturity date | Mar. 3, 2023 |
Long Term Debt - Seller Subordi
Long Term Debt - Seller Subordinated Acquisition Obligation Marquis - Additional Information (Details) - LOTC Purchase Agreement - Lonesome Oak - Marquis - Seller Subordinated Acquisition Obligation $ in Thousands | 9 Months Ended |
Jun. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |
Contractual obligation | $ 1,450 |
Debt stated interest rate | 3.00% |
Maturity date | Jul. 31, 2021 |
Long Term Debt - Texas Capital
Long Term Debt - Texas Capital Bank Revolver Loan - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2018 | Jun. 30, 2020USD ($)Lease | Sep. 30, 2018 | Nov. 03, 2016USD ($) | |
Debt Instrument [Line Items] | ||||
Debt instrument, appraisal value of inventory maximum borrowing capacity Percentage | 90.00% | |||
Debt instrument, Debt Instrument eligible receivables net of certain reserves Percentage | 85.00% | |||
Debt instrument, appraisal value percentage | 92.50% | 90.00% | ||
Number of New Leases | Lease | 25 | |||
Texas Capital Bank Revolver Loan | ||||
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 12,000,000 | |||
Credit line expiration period | 5 years | |||
Debt periodic frequency | monthly | |||
Credit line maturity date | Nov. 3, 2020 | |||
Debt instrument covenant, availability of debt to distribute dividend | $ 2,000,000 | |||
Debt instrument covenant, availability of debt for no restriction on net income | $ 2,000,000 | |||
Debt instrument, fixed charge coverage ratio | 120.00% | |||
Texas Capital Bank Revolver Loan | Prepayments Covenant Compliance One | ||||
Debt Instrument [Line Items] | ||||
Debt instrument prepayment covenant excess availability of debt | $ 2,000,000 | |||
Texas Capital Bank Revolver Loan | Prepayments Covenant Compliance Two | ||||
Debt Instrument [Line Items] | ||||
Debt instrument prepayment covenant excess availability of debt | $ 2,000,000 | |||
Fixed charge coverage ratio | 120.00% | |||
Texas Capital Bank Revolver Loan | Prepayments Covenant Compliance Three | ||||
Debt Instrument [Line Items] | ||||
Debt instrument prepayment covenant excess availability of debt | $ 2,000,000 | |||
Texas Capital Bank Revolver Loan | Prepayments Covenant Compliance Three | Maximum | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 120.00% |
Long Term Debt - Sellers Subord
Long Term Debt - Sellers Subordinated Acquisition Note - Vintage - Additional Information (Details) - USD ($) | Jun. 07, 2018 | Nov. 03, 2016 |
Comvest Term Loan | ||
Debt Instrument [Line Items] | ||
Credit line maximum | $ 24,000,000 | |
Credit line maturity date | Sep. 23, 2023 | |
Financed Mezzanine Loan | ||
Debt Instrument [Line Items] | ||
Credit line maximum | $ 10,000,000 | |
Financed Mezzanine Loan | Sellers Subordinated Acquisition Note | ||
Debt Instrument [Line Items] | ||
Credit line weighted average interest rate | 8.00% |
Long Term Debt - Crossroads Rev
Long Term Debt - Crossroads Revolver - Additional Information (Details) - Crossroads Financial Revolver Loan - USD ($) | Mar. 15, 2019 | Jun. 30, 2020 | Mar. 03, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||||
Credit line maximum | $ 4,000,000 | |||
Debt instrument, percentage of maximum inventory cost | 75.00% | |||
Debt instrument, percentage of maximum net orderly liquidation value | 85.00% | |||
Description of variable rate basis | three-month London Interbank Offered Rate plus 2.19% or (ii) 5.0%. | |||
Percentage of servicing fee | 1.00% | |||
Annual loan fee | $ 80,000 | |||
Termination date | Mar. 15, 2021 | |||
Debt instrument payment terms | (i) a fee in an amount equal to $120 if the Crossroads Revolver is terminated prior to March 15, 2020 and (b) if the Crossroads Revolver is terminated on or after March 15, 2020, a fee in an amount equal to $80. | |||
Fee payment terminated prior to maturity date | $ 120,000 | |||
Fee payment terminated on or after to maturity date | $ 80,000 | |||
Loan outstanding | $ 1,168,000 | $ 1,981,000 | ||
Debt issuance cost | $ 118,000 | |||
ApplianceSmart Inc | ||||
Debt Instrument [Line Items] | ||||
Cash collateral for guaranty | $ 1,200,000 | |||
Cash collateral for guaranty maturity | 2021-08 | |||
LIBOR | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage points added to the reference rate | 2.19% | |||
LIBOR | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage points added to the reference rate | 5.00% |
Long Term Debt - Comvest Term L
Long Term Debt - Comvest Term Loan - Additional Information (Details) | Jun. 07, 2020 | Jun. 07, 2018USD ($) | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020USD ($) | May 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020USD ($)Location | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||||
Prepayment premium | 1.00% | ||||||||||
Senior leverage ratio | 200.00% | ||||||||||
Debt instrument covenant minimum EBITDA on trailing twelve months basis | $ 10,000,000 | ||||||||||
Capital expenditures due year two | $ 2,000,000 | $ 2,000,000 | |||||||||
Capital expenditures due year three | $ 1,750,000 | ||||||||||
Capital expenditures due year four | 1,500,000 | ||||||||||
Capital expenditures due thereafter | $ 1,500,000 | ||||||||||
Number of retail location | Location | 3,000 | ||||||||||
LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit line weighted average interest rate | 8.75% | 8.75% | |||||||||
LIBOR | Scenario Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit line weighted average interest rate | 8.75% | ||||||||||
LIBOR | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit line weighted average interest rate | 8.75% | ||||||||||
Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior leverage ratio | 200.00% | ||||||||||
Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior leverage ratio | 200.00% | ||||||||||
Store Sales Percentage | 5.50% | ||||||||||
Number of retail location | Location | 5,000 | ||||||||||
Maximum | Vintage Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior leverage ratio | 225.00% | ||||||||||
Maximum | Scenario Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior leverage ratio | 200.00% | ||||||||||
Maximum | Scenario Forecast | Vintage Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior leverage ratio | 155.00% | ||||||||||
Maximum | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior leverage ratio | 200.00% | ||||||||||
Median | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Senior leverage ratio | 150.00% | ||||||||||
Comvest Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Date entered into an agreement | Jun. 7, 2018 | ||||||||||
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 | 10.00% | ||||||||||
Debt periodic frequency | quarterly instalments | ||||||||||
Debt issuance cost | $ 1,429,000 | $ 1,429,000 | |||||||||
Comvest Term Loan | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit line weighted average interest rate | 1.00% | ||||||||||
Percentage points added to the reference rate | 2.00% | 1.00% | |||||||||
Comvest Term Loan | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit line weighted average interest rate | 8.00% | ||||||||||
Percentage of excess cash flow | 50.00% | ||||||||||
Prepayment premium | 1.00% | ||||||||||
Fixed charge coverage ratio | 140.00% | ||||||||||
Comvest Term Loan | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit line weighted average interest rate | 9.50% | ||||||||||
Senior secured leverage ratio | 1.50% | ||||||||||
Percentage of excess cash flow | 100.00% | ||||||||||
Prepayment premium | 5.00% |
Long Term Debt - Marquis PPP Lo
Long Term Debt - Marquis PPP Loan - Additional Information (Details) - Marquis - Bank Of America N A - PPP loan - CARES Act $ in Thousands | May 04, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt face amount | $ 4,768 |
Debt stated interest rate | 1.00% |
Debt instrument, term | 2 years |
Long Term Debt - Schedule of Lo
Long Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Net amount | $ 57,325 | $ 55,716 |
Less current portion | (18,075) | (7,897) |
Long-term debt, net of current portion | 39,250 | 47,819 |
Note payable to individual 2 | ||
Debt Instrument [Line Items] | ||
Total Debt | 207 | 207 |
Note payable to individual 3 | ||
Debt Instrument [Line Items] | ||
Total Debt | 500 | 500 |
Note payable to individual | ||
Debt Instrument [Line Items] | ||
Total Debt | 657 | |
Comvest Term Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 8,845 | 15,412 |
Note Payable to the Sellers of Vintage Stock | ||
Debt Instrument [Line Items] | ||
Total Debt | 10,000 | 10,000 |
Crossroads Financial Revolver Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 1,981 | |
Note #1 to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 1,439 | 2,057 |
Note #3 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 1,994 | 2,379 |
Note #4 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 613 | 731 |
Note #5 Payable to Bank of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 2,672 | 3,065 |
Note #6 Payable to Bank of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 792 | 891 |
Note #7 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 4,819 | |
Lonesome Oak Equipment Loans | ||
Debt Instrument [Line Items] | ||
Total Debt | 3,200 | |
Note Payable to the Sellers of Lonesome Oak | ||
Debt Instrument [Line Items] | ||
Total Debt | 2,344 | |
Note Payable to Store Capital Acquisitions | ||
Debt Instrument [Line Items] | ||
Total Debt | 9,251 | 9,274 |
Paycheck Protection Program | ||
Debt Instrument [Line Items] | ||
Total Debt | 4,768 | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Total Debt | 58,420 | 57,100 |
Less unamortized debt issuance costs | (1,095) | (1,384) |
Bank of America Revolver Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 13 | |
Texas Capital Bank Revolver Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 6,319 | $ 10,590 |
Long Term Debt - Schedule of _2
Long Term Debt - Schedule of Long-term Debt (Parenthetical) (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2020USD ($) | |
Note payable to individual | |
Debt Instrument [Line Items] | |
Debt periodic payment | $ 19 |
Note payable to individual 2 | |
Debt Instrument [Line Items] | |
Debt interest rate description | 11% per annum |
Collateral | unsecured |
Note payable to individual 3 | |
Debt Instrument [Line Items] | |
Debt interest rate description | 10% per annum |
Collateral | unsecured |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) - Notes Payable - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
2021 | $ 18,075 | |
2022 | 8,988 | |
2023 | 7,410 | |
2024 | 11,844 | |
2025 | 1,202 | |
Thereafter | 10,901 | |
Total | $ 58,420 | $ 57,100 |
Notes Payable, Related Partie_2
Notes Payable, Related Parties - Additional Information (Details) - USD ($) | Jun. 17, 2020 | Apr. 09, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Loan outstanding | $ 4,826,000 | $ 4,826,000 | |||
Revolving line of credit | Isaac Capital Group, LLC | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Apr. 30, 2023 | ||||
Interest rate | 10.00% | ||||
Credit line maximum | $ 1,000,000 | ||||
Percentage of capital stock outstanding | 45.40% | ||||
Revolving line of credit | Isaac Capital Group, LLC | Jon Isaac | |||||
Debt Instrument [Line Items] | |||||
Percentage of capital stock outstanding | 52.90% | ||||
Mezzanine Loan | |||||
Debt Instrument [Line Items] | |||||
Loan maximum borrowing amount | $ 7,000,000 | ||||
Maturity date | May 31, 2025 | ||||
Interest rate | 12.50% | ||||
Loan outstanding | $ 2,000,000 | 2,000,000 | |||
ApplianceSmart Note | |||||
Debt Instrument [Line Items] | |||||
Loan maximum borrowing amount | 6,500,000 | ||||
Original principal amount | $ 3,919,000 | ||||
Maturity date | Apr. 1, 2021 | ||||
Percentage of outstanding principal amount repaid | 10.00% | ||||
Interest rate | 5.00% | ||||
Cash paid purchase price | $ 2,581,000 | ||||
Loan outstanding | $ 2,826,000 | $ 2,826,000 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties - Schedule of Notes Payable Related Parties (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 4,826 | $ 4,826 |
Less current portion | 0 | 0 |
Notes payable related parties, net of current portion | 4,826 | 4,826 |
JanOne Inc. | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | 2,826 | 2,826 |
Isaac Capital Fund | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 2,000 | $ 2,000 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties - Schedule of Future Maturities of Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 4,826 | $ 4,826 |
Notes Payable, Related Parties | ||
Debt Instrument [Line Items] | ||
Future maturity 2021 | 2,826 | |
Future maturity 2022 | 0 | |
Future maturity 2023 | 0 | |
Future maturity 2024 | 0 | |
Future maturity 2025 | 2,000 | |
Future maturity thereafter | 0 | |
Total notes payable - related parties | $ 4,826 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Sep. 30, 2019 | |
Class Of Stock [Line Items] | |||
Treasury stock purchased, shares | 212,728 | 43,347 | |
Payment for treasury stock | $ 1,433 | $ 631 | |
Series E Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, outstanding | 47,840 | 77,840 | |
Repurchased shares of preferred stock | 30,000 | ||
Aggregate purchase price of convertible preferred stock | $ 3 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Class Of Warrant Or Right [Line Items] | |||
Fair value adjustment of warrants | $ 368,000 | $ 0 | |
Series B Convertible Preferred Stock Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Warrants additional extended expiration period | 2 years | ||
Fair value adjustment of warrants | $ 0 | $ 368,000 | $ 0 |
Number of common shares into which each warrant may be exchanged | 5 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - Series B Convertible Preferred Stock Warrants - $ / shares | 9 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Sep. 30, 2019 | |
Number of units | ||
Outstanding and Exercisable | 118,029 | 118,029 |
Weighted Average Exercise Price | ||
Outstanding and Exercisable | $ 20.80 | $ 20.80 |
Weighted Average Remaining Contractual Term (in years) | ||
Outstanding and Exercisable | 1 year 7 months 6 days | 6 months 10 days |
Warrants - Summary of Informati
Warrants - Summary of Information Assuming Warrants are Exercised and Exchanged for Common Shares (Details) - Series B Convertible Preferred Stock Warrants - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Sep. 30, 2019 | |
Class Of Warrant Or Right [Line Items] | ||
Outstanding and Exercisable, Number of Common Shares to be Issued | 590,147 | 590,147 |
Outstanding and Exercisable, Weighted Average Exercise Price Per Common Share | $ 4.16 | $ 4.16 |
Outstanding and Exercisable, Weighted Average Remaining Contractual Term (in years) | 1 year 7 months 6 days | 6 months 10 days |
Outstanding and Exercisable, Intrinsic Value | $ 3,151 | $ 2,602 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding and Exercisable (Details) - $ / shares | Jun. 30, 2020 | Sep. 30, 2019 |
Series B Convertible Preferred Warrants Exercise Price $16.60 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding | 54,396 | 54,396 |
Warrants exercise price, outstanding | $ 16.60 | $ 16.60 |
Number of warrants exercisable | 54,396 | 54,396 |
Warrants exercise price, exercisable | $ 16.60 | $ 16.60 |
Series B Convertible Preferred Warrants Exercise Price $16.80 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding | 17,857 | 17,857 |
Warrants exercise price, outstanding | $ 16.80 | $ 16.80 |
Number of warrants exercisable | 17,857 | 17,857 |
Warrants exercise price, exercisable | $ 16.80 | $ 16.80 |
Series B Convertible Preferred Warrants Exercise Price $24.30 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding | 12,383 | 12,383 |
Warrants exercise price, outstanding | $ 24.30 | $ 24.30 |
Number of warrants exercisable | 12,383 | 12,383 |
Warrants exercise price, exercisable | $ 24.30 | $ 24.30 |
Series B Convertible Preferred Warrants Exercise Price $28.50 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding | 33,393 | 33,393 |
Warrants exercise price, outstanding | $ 28.50 | $ 28.50 |
Number of warrants exercisable | 33,393 | 33,393 |
Warrants exercise price, exercisable | $ 28.50 | $ 28.50 |
Series B Convertible Preferred Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding | 118,029 | 118,029 |
Number of warrants exercisable | 118,029 | 118,029 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 19 | $ 32 | $ 67 | $ 110 |
Unrecognized compensation expense | $ 78 | $ 78 | ||
2014 Omnibus Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 300,000 | 300,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Number of Shares | |||
Outstanding, beginning balance | 200,418 | 231,668 | |
Forfeited/Expired | (81,250) | (31,250) | |
Outstanding, ending balance | 119,168 | 200,418 | 231,668 |
Exercisable | 95,001 | 164,084 | |
Weighted Average Exercise Price | |||
Outstanding, beginning balance | $ 16.37 | $ 14.84 | |
Outstanding, ending balance | 19.07 | 16.37 | $ 14.84 |
Exercisable | $ 15.50 | $ 13.92 | |
Weighed Average Remaining Contractual Life | |||
Outstanding, ending balance | 2 years 11 months 15 days | 2 years 4 months 24 days | 3 years 14 days |
Exercisable | 1 year 9 months | 1 year 5 months 8 days | |
Intrinsic value outstanding balance | $ 0 | $ 27 | $ 163 |
Exercisable | $ 0 | $ 27 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Exercise Price for Stock Options Outstanding and Exercisable (Details) - $ / shares | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 119,168 | 200,418 | 231,668 |
Option exercise price outstanding | $ 19.07 | $ 16.37 | $ 14.84 |
Number of options exercisable | 95,001 | 164,084 | |
Option exercise price exercisable | $ 15.50 | $ 13.92 | |
$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 | ||
$10.86 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 16,668 | ||
Option exercise price outstanding | $ 10.86 | ||
Number of options exercisable | 12,501 | ||
Option exercise price exercisable | $ 10.86 | ||
$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 | 8,000 | ||
Option exercise price outstanding | $ 23.41 | ||
Number of options exercisable | 8,000 | ||
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 | 8,000 | ||
Option exercise price outstanding | $ 27.60 | ||
Number of options exercisable | 8,000 | ||
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 | 8,000 | ||
Option exercise price outstanding | $ 31.74 | ||
Number of options exercisable | 4,000 | ||
Option exercise price exercisable | $ 32 | ||
$36.50 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 8,000 | ||
Option exercise price outstanding | $ 36.50 | ||
$41.98 | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Number of options outstanding | 8,000 | ||
Option exercise price outstanding | $ 41.98 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Non-Vested Shares (Details) | 9 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance | shares | 36,334 |
Vested | shares | (12,167) |
Outstanding, ending balance | shares | 24,167 |
Weighted-Average Grant-Date Fair Value | |
Beginning of period | $ / shares | $ 26.76 |
Vested | $ / shares | 23.23 |
Ending of period | $ / shares | $ 33.10 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Basic | ||||
Net income | $ 3,585 | $ 1,480 | $ 6,451 | $ 3,484 |
Net income applicable to common stock | $ 3,585 | $ 1,480 | $ 6,451 | $ 3,484 |
Weighted average common shares outstanding | 1,646,836 | 1,886,445 | 1,735,416 | 1,919,221 |
Basic earnings per share | $ 2.18 | $ 0.78 | $ 3.72 | $ 1.81 |
Diluted | ||||
Net income applicable to common stock | $ 3,585 | $ 1,480 | $ 6,451 | $ 3,484 |
Net income applicable for diluted earnings per share | $ 3,585 | $ 1,480 | $ 6,451 | $ 3,484 |
Weighted average common shares outstanding | 1,646,836 | 1,886,445 | 1,735,416 | 1,919,221 |
Add: Options | 4,610 | |||
Assumed weighted average common shares outstanding | 3,356,043 | 3,625,652 | 3,444,623 | 3,663,038 |
Diluted earnings per share | $ 1.07 | $ 0.41 | $ 1.87 | $ 0.95 |
Series B Preferred Stock | ||||
Diluted | ||||
Add: Preferred Stock | 1,071,220 | 1,071,220 | 1,071,220 | 1,071,220 |
Series B Preferred Stock Warrants | ||||
Diluted | ||||
Add: Preferred Stock | 590,147 | 590,147 | 590,147 | 590,147 |
Series E Preferred Stock | ||||
Diluted | ||||
Add: Preferred Stock | 47,840 | 77,840 | 47,840 | 77,840 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 119,168 | 119,168 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Apr. 23, 2020USD ($) | Apr. 09, 2020USD ($) | Apr. 01, 2018USD ($) | Jun. 30, 2020USD ($)ft² | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)ft² | Jun. 30, 2019USD ($) | Jun. 17, 2020 | Sep. 30, 2019USD ($) | Dec. 30, 2017USD ($) | Dec. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||
Loan outstanding | $ 4,826,000 | $ 4,826,000 | $ 4,826,000 | ||||||||
Interest expense | 250,000 | $ 250,000 | |||||||||
Revolving line of credit | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of outstanding capital stock | 45.40% | ||||||||||
Revolving line of credit | President and Chief Executive Officer, and Manager | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of outstanding capital stock | 52.90% | ||||||||||
Appliance Smart Contracting | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest rate | 8.00% | ||||||||||
Maturity date | Sep. 30, 2022 | ||||||||||
Proceeds from sale of business to related party | $ 60,000 | ||||||||||
Related party transaction, amounts of advance | 55,000 | ||||||||||
Appliance Smart Contracting | Maximum | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan maximum borrowing amount | $ 382,000 | ||||||||||
ApplianceSmart Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan maximum borrowing amount | $ 6,500,000 | $ 6,500,000 | |||||||||
Interest rate | 5.00% | 5.00% | |||||||||
Maturity date | Apr. 1, 2021 | ||||||||||
Loan outstanding | $ 2,826,000 | $ 2,826,000 | 2,826,000 | ||||||||
Original principal amount | $ 3,919,000 | ||||||||||
Series B Convertible Preferred Stock Warrants | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Warrants expiration period | 2 years | ||||||||||
Extended term of warrant agreement | 2 years | ||||||||||
Mezzanine Loan | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan maximum borrowing amount | $ 7,000,000 | ||||||||||
Interest rate | 12.50% | ||||||||||
Maturity date | May 31, 2025 | ||||||||||
Isaac Capital Fund | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan outstanding | 2,000,000 | $ 2,000,000 | 2,000,000 | ||||||||
Isaac Capital Fund | Revolving line of credit | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest rate | 10.00% | ||||||||||
Maturity date | Apr. 8, 2023 | ||||||||||
Credit line maximum | $ 1,000,000 | ||||||||||
Isaac Capital Fund | Mezzanine Loan | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan maximum borrowing amount | $ 7,000,000 | $ 7,000,000 | |||||||||
Interest rate | 12.50% | 12.50% | |||||||||
Maturity date | May 31, 2025 | ||||||||||
Loan outstanding | $ 2,000,000 | $ 2,000,000 | 2,000,000 | ||||||||
Interest expense | 62,000 | $ 62,000 | 190,000 | 190,000 | |||||||
JanOne Inc. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan outstanding | $ 2,826,000 | $ 2,826,000 | 2,826,000 | ||||||||
JanOne Inc. | ApplianceSmart Note | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loan maximum borrowing amount | $ 6,500,000 | ||||||||||
Interest rate | 5.00% | ||||||||||
Debt instrument, term | 3 years | ||||||||||
Original principal amount | $ 3,919,000 | ||||||||||
JanOne Inc. | Rent Income | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Rentable square feet of office space | ft² | 9,879 | 9,879 | |||||||||
Square feet of total office space | ft² | 11,100 | 11,100 | |||||||||
Related party income from rent and other reimbursed expenses | $ 97,000 | 97,000 | $ 278,000 | $ 285,000 | |||||||
Rodney Spriggs | Vintage Stock Purchase | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Interest expense | $ 84,000 | $ 84,000 | |||||||||
Date of acquisition agreement | Nov. 3, 2016 | ||||||||||
Percentage of holds interest | 41.00% | 41.00% | |||||||||
Business combination, issuance of subordinated notes payable | $ 10,000,000 | ||||||||||
Debt instrument payment terms | Interest only, payable monthly on the 1st of each month, until maturity on September 23, 2023 | ||||||||||
Accrued interest | $ 27,000 | $ 27,000 | $ 27,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Feb. 18, 2020 | Dec. 12, 2019 | Nov. 22, 2019 | Nov. 01, 2019 | Oct. 16, 2019 | Sep. 12, 2019 | Aug. 29, 2019 | Aug. 27, 2019 | Jul. 22, 2019 | Jun. 19, 2019 | May 29, 2019 | Apr. 26, 2019 | Mar. 31, 2020 |
Second Lease Modification Agreement | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Lease payment for partial satisfaction of past due rent and costs | $ 141 | ||||||||||||
ApplianceSmart Inc | Settled Litigation | Martin Drive, LLC | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Award value | $ 265 | ||||||||||||
ApplianceSmart Inc | Settled Litigation | Graceland Retail | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 940 | ||||||||||||
ApplianceSmart Inc | Settled Litigation | Hopkins Mainstreet II, LLC | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Litigation settlement amount | $ 25 | ||||||||||||
Award value | $ 225 | ||||||||||||
Loss contingency attorneys’ fees | 3 | ||||||||||||
Loss contingency, cost and disbursement expense | $ 1 | ||||||||||||
ApplianceSmart Inc | Minimum | Settled Litigation | CH Robinson Worldwide, Inc. | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 140 | ||||||||||||
Crossroads Center LLC | ApplianceSmart Inc | Minimum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 64 | ||||||||||||
Haier US Appliance Solutions, Inc. | ApplianceSmart Inc | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 250 | ||||||||||||
OIRE Minnesota, L.L.C. | ApplianceSmart Inc | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Litigation settlement amount | $ 20 | ||||||||||||
OIRE Minnesota, L.L.C. | ApplianceSmart Inc | Minimum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 60 | ||||||||||||
VanMile, LLC | ApplianceSmart Inc | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 15 | ||||||||||||
Fisher & Paykel Appliances | ApplianceSmart Inc | Minimum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 100 | ||||||||||||
Reynoldsburg Landlord | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Attorney fees, and other charges | $ 1,530 | ||||||||||||
New Leaf | ApplianceSmart Inc | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Loss contingency, damages sought, value | $ 215 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Warranty Reserve Activity (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2020USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Beginning balance, September 30, 2019 | $ 292 |
Warranties issued/accrued | 0 |
Warranty settlements | (61) |
Ending balance, June 30, 2020 | $ 231 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Tax Credit Carryforward [Line Items] | ||||
Income tax rate | 27.80% | 27.50% | 26.80% | 27.60% |
Uncertain tax positions | $ 0 | $ 0 | ||
Tax Year 2020 | US | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2020 | |||
Tax Year 2020 | State | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2020 | |||
Tax Year 2019 | US | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2019 | |||
Tax Year 2019 | State | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2019 | |||
Tax Year 2018 | US | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2018 | |||
Tax Year 2018 | State | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2018 | |||
Tax Year 2017 | US | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2017 | |||
Tax Year 2017 | State | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2017 | |||
Tax Year 2016 | State | ||||
Tax Credit Carryforward [Line Items] | ||||
Income tax subject to audit | 2016 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended |
Jun. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Reporting - Summary of
Segment Reporting - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 42,472 | $ 47,043 | $ 130,904 | $ 147,212 |
Gross profit | 16,713 | 19,246 | 51,115 | 57,234 |
Operating income | 5,990 | 3,809 | 12,545 | 7,945 |
Depreciation and amortization | 1,315 | 90 | 3,954 | 4,132 |
Interest expenses | 1,155 | 1,605 | 3,782 | 4,793 |
Net income (loss) before provision for income taxes | 5,008 | 2,042 | 8,853 | 4,815 |
Retail and Online | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 14,259 | 23,973 | 54,733 | 80,366 |
Gross profit | 8,009 | 12,455 | 29,464 | 38,773 |
Operating income | 1,586 | 552 | 2,770 | 183 |
Depreciation and amortization | 331 | (520) | 1,482 | 1,150 |
Interest expenses | 715 | 1,206 | 2,512 | 3,501 |
Net income (loss) before provision for income taxes | 1,199 | (617) | 778 | (3,222) |
Manufacturing | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 28,079 | 22,913 | 75,747 | 66,358 |
Gross profit | 8,579 | 6,644 | 21,255 | 18,001 |
Operating income | 4,280 | 3,111 | 9,381 | 7,304 |
Depreciation and amortization | 984 | 610 | 2,472 | 2,982 |
Interest expenses | 440 | 399 | 1,270 | 1,292 |
Net income (loss) before provision for income taxes | 3,685 | 2,512 | 7,681 | 7,579 |
Services | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 134 | 157 | 424 | 488 |
Gross profit | 125 | 147 | 396 | 460 |
Operating income | 124 | 146 | 394 | 458 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Interest expenses | 0 | 0 | 0 | 0 |
Net income (loss) before provision for income taxes | $ 124 | $ 147 | $ 394 | $ 458 |
Subsequent Events - Acquisition
Subsequent Events - Acquisition of Precision Industries, Inc. - Additional Information (Details) - Precision Industries, Inc. - Subsequent Event $ in Thousands | Jul. 14, 2020USD ($) |
Subsequent Event [Line Items] | |
Date of merger agreement | Jul. 14, 2020 |
Cash consideration | $ 31,475 |
Percentage of issued and outstanding shares | 100.00% |
Subsequent Events - Loan with E
Subsequent Events - Loan with Encina Business Credit, LLC - Additional Information (Details) | Jul. 14, 2020USD ($)Borrower | Aug. 31, 2020 | Jul. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Jul. 14, 2023USD ($) | Jan. 31, 2021 | Jun. 30, 2020 |
LIBOR | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate during period | 8.75% | 8.75% | ||||||
LIBOR | Scenario Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate during period | 8.75% | |||||||
Subsequent Event | LIBOR | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate during period | 8.75% | |||||||
Encina Business Credit, LLC | ||||||||
Subsequent Event [Line Items] | ||||||||
Revolving credit conversion to term loan, description | one-month London interbank offered rate (“LIBOR”) plus the applicable margin | |||||||
Interest rate description | The applicable margin ranges from 4.50% to 5.50% per annum (subject to a LIBOR floor of 1.00%) and is determined based on a pricing grid based on the Borrowers’ inventory-to-accounts receivable availability ratio and average Revolving Loan excess availability. The applicable margin through January 31, 2021 is 5.50%. The Term Loan bears interest at an interest rate equal to LIBOR plus 6.50%. | |||||||
Commitment fee description | during the three months preceding the Scheduled Maturity Date, no early termination fee will be payable so long as Borrowers provide at least 90-days’ prior written notice to Agent of such proposed Revolving Loan Commitment termination | |||||||
Encina Business Credit, LLC | Scenario Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Early termination fee | $ 0 | |||||||
Encina Business Credit, LLC | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate at period end | 5.50% | |||||||
Maturity date | Jul. 14, 2023 | |||||||
Debt periodic payment | $ 28,666,670 | |||||||
Debt periodic frequency | monthly | |||||||
Percentage of termination fee up to the first anniversary of the closing date | 3.00% | |||||||
Termination fee up to the first anniversary of the closing date | $ (23,500,000) | |||||||
Percentage of termination fee before the second anniversary of the closing date | 1.00% | |||||||
Percentage of termination fee before the third anniversary of the closing date | 0.50% | |||||||
Encina Business Credit, LLC | Subsequent Event | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate during period | 4.50% | |||||||
Encina Business Credit, LLC | Subsequent Event | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate during period | 5.50% | |||||||
Precision Industries, Inc. | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of issued and outstanding shares | 100.00% | |||||||
Precision Industries, Inc. | Encina Business Credit, LLC | Loan Agreement | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of issued and outstanding shares | 100.00% | |||||||
Encina Loans | Encina Business Credit, LLC | Loan Agreement | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Secured term loan amount | $ 1,720,000 | |||||||
Secured term loan threshold amount | 23,500,000 | |||||||
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 | |||||||
Revolving Loans | Encina Business Credit, LLC | Subsequent Event | LIBOR | ||||||||
Subsequent Event [Line Items] | ||||||||
LIBOR floor rate | 1.00% | |||||||
Term Loan | Encina Business Credit, LLC | Scenario Forecast | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate during period | 6.50% | |||||||
Accounts Receivable | Encina Loans | Encina Business Credit, LLC | Loan Agreement | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of eligible accounts receivable | 85.00% | |||||||
Number of borrowers | Borrower | 2 | |||||||
Inventory | Encina Loans | Encina Business Credit, LLC | Loan Agreement | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage of eligible accounts receivable | 85.00% | |||||||
Number of borrowers | Borrower | 2 |
Subsequent Events - Loan from I
Subsequent Events - Loan from Isaac Capital Group LLC - Additional Information (Details) - USD ($) | Jul. 10, 2020 | Jun. 17, 2020 | Apr. 09, 2020 |
Revolving line of credit | |||
Subsequent Event [Line Items] | |||
Percentage of outstanding capital stock | 45.40% | ||
Revolving line of credit | President and Chief Executive Officer, and Manager | |||
Subsequent Event [Line Items] | |||
Percentage of outstanding capital stock | 52.90% | ||
Isaac Capital Group, LLC | Revolving line of credit | |||
Subsequent Event [Line Items] | |||
Debt stated interest rate | 10.00% | ||
Percentage of outstanding capital stock | 52.90% | ||
Isaac Capital Group, LLC | Revolving line of credit | President and Chief Executive Officer, and Manager | |||
Subsequent Event [Line Items] | |||
Percentage of outstanding capital stock | 45.40% | ||
Subsequent Event | Isaac Capital Group, LLC | |||
Subsequent Event [Line Items] | |||
Loan outstanding | $ 2,000,000 | ||
Debt stated interest rate | 12.50% |
Subsequent Events - Loan from S
Subsequent Events - Loan from Spriggs Investments LLC - Additional Information (Details) - Spriggs Investments LLC - Subsequent Event - Spriggs Promissory Note $ in Thousands | Jul. 10, 2020USD ($) |
Subsequent Event [Line Items] | |
Debt face amount | $ 2,000 |
Maturity date | Jul. 10, 2022 |
Debt stated interest rate | 10.00% |
Debt initial payment date | Jul. 31, 2020 |
Debt pre payment date | Dec. 10, 2020 |
Fee payment terminated on or after to maturity date | $ 100 |