Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Live Ventures Inc | ||
Entity Central Index Key | 0001045742 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Trading Symbol | LIVE | ||
Security12b Title | Common Stock, $0.001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-33937 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 85-0206668 | ||
Entity Address, Address Line One | 325 E Warm Springs Road | ||
Entity Address, Address Line Two | Suite 102 | ||
Entity Address, City or Town | Las Vegas | ||
Entity Address, State or Province | NV | ||
Entity Address, Postal Zip Code | 89119 | ||
City Area Code | 702 | ||
Local Phone Number | 997-5968 | ||
Entity Public Float | $ 9,300,000 | ||
Entity Common Stock, Shares Outstanding | 1,555,175 | ||
Documents Incorporated by Reference | None |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Assets | ||
Cash | $ 8,984 | $ 2,681 |
Trade receivables, net | 20,121 | 11,901 |
Inventories, net | 64,525 | 39,243 |
Income taxes receivable | 235 | |
Prepaid expenses and other current assets | 1,778 | 1,692 |
Debtor in possession assets | 520 | |
Total current assets | 95,928 | 55,752 |
Property and equipment, net | 30,376 | 22,596 |
Right of use asset - operating leases | 30,894 | |
Deposits and other assets | 223 | 90 |
Deferred taxes | 1,021 | 4,869 |
Intangible assets, net | 1,063 | 2,199 |
Goodwill | 37,754 | 36,947 |
Total assets | 197,259 | 122,453 |
Liabilities: | ||
Accounts payable | 9,117 | 14,144 |
Accrued liabilities | 14,822 | 12,984 |
Income taxes payable | 736 | |
Current portion of long-term debt | 11,986 | 7,897 |
Current portion of notes payable related parties | 1,297 | 0 |
Current portion of lease obligations - operating leases | 7,176 | |
Debtor in possession liabilities | 12,228 | |
Total current liabilities | 57,362 | 35,025 |
Long-term debt, net of current portion | 63,390 | 47,819 |
Lease obligation long term - operating leases | 28,101 | |
Notes payable related parties, net of current portion | 4,000 | 4,826 |
Other non-current obligations | 734 | 654 |
Total liabilities | 153,587 | 88,324 |
Commitments and contingencies - Note 14 | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 10,000,000 shares authorized, 1,589,101 shares issued and outstanding at September 30, 2020; 1,826,009 issued and outstanding at September 30, 2019 | 2 | 2 |
Paid-in capital | 64,472 | 63,924 |
Treasury stock common 499,085 shares as of September 30, 2020 and 262,177 shares as of September 30, 2019 | (4,098) | (2,438) |
Accumulated deficit | (16,429) | (27,355) |
Equity attributable to Live stockholders | 43,940 | 34,129 |
Non-controlling interest | (268) | |
Total stockholders' equity | 43,672 | 34,129 |
Total liabilities and stockholders' equity | 197,259 | 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 50,000 shares as of September 30, 2020 and September 30, 2019 | $ (7) | $ (4) |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 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 | 1,589,101 | 1,826,009 |
Common stock, shares outstanding | 1,589,101 | 1,826,009 |
Treasury stock, shares | 499,085 | 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 | 50,000 | 50,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | $ 191,720 | $ 193,288 |
Cost of revenues | 116,403 | 122,415 |
Gross profit | 75,317 | 70,873 |
Operating expenses: | ||
General and administrative expenses | 43,561 | 52,840 |
Sales and marketing expenses | 11,334 | 14,777 |
Total operating expenses | 54,895 | 67,617 |
Operating income (loss) | 20,422 | 3,256 |
Other (expense) income: | ||
Interest expense, net | (5,254) | (6,315) |
Gain on lease settlement, net | 307 | 0 |
Bargain purchase gain | 1,507 | 0 |
Impairment charges | (525) | (3,222) |
Other income | (841) | 644 |
Total other (expense) income, net | (4,806) | (8,893) |
Income (loss) before income taxes | 15,616 | (5,637) |
Provision (benefit) for income taxes | 4,957 | (1,625) |
Net income (loss) | 10,659 | (4,012) |
Net loss attributable to non-controlling interest | 268 | 0 |
Net income (loss) attributable to Live stockholders | $ 10,927 | $ (4,012) |
Income (loss) per share: | ||
Basic | $ 6.40 | $ (2.11) |
Diluted | $ 3.09 | $ (2.11) |
Weighted average common shares outstanding: | ||
Basic | 1,706,561 | 1,901,315 |
Diluted | 3,534,936 | 1,901,315 |
Dividends declared - Common stock | $ 0 | $ 0 |
Series B Convertible Preferred Stock | ||
Weighted average common shares outstanding: | ||
Dividends declared - convertible preferred stock | 0 | 0 |
Series E Convertible Preferred Stock | ||
Weighted average common shares outstanding: | ||
Dividends declared - convertible preferred stock | $ 1 | $ 1 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Series B Preferred Stock | Series E Preferred Stock | Common Stock | Paid-In Capital | Common stock Treasury stock | Series E Preferred Stock Treasury Stock | Accumulated Deficit | Non-controlling Interest |
Beginning balance, value at Sep. 30, 2018 | $ 38,760 | $ 2 | $ 63,654 | $ (1,550) | $ (4) | $ (23,342) | |||
Beginning Balance, shares at Sep. 30, 2018 | 214,244 | 77,840 | 1,945,247 | ||||||
Series E preferred stock dividends | (1) | (1) | |||||||
Stock based compensation | 142 | 142 | |||||||
Fair value of warrant extension adjustment | 128 | 128 | |||||||
Purchase of common treasury stock | (888) | (888) | |||||||
Purchase of common treasury stock, shares | (119,238) | ||||||||
Net income (loss) | (4,012) | (4,012) | |||||||
Ending balance, value at Sep. 30, 2019 | 34,129 | $ 2 | 63,924 | (2,438) | (4) | (27,355) | |||
Ending balance, shares at Sep. 30, 2019 | 214,244 | 77,840 | 1,826,009 | ||||||
Series E preferred stock dividends | (1) | (1) | |||||||
Stock based compensation | 86 | 86 | |||||||
Fair value of warrant extension adjustment | 462 | 462 | |||||||
Purchase of Series E preferred treasury stock | (3) | (3) | |||||||
Purchase of Series E preferred treasury stock,shares | (30,000) | ||||||||
Purchase of common treasury stock | (1,660) | (1,660) | |||||||
Purchase of common treasury stock, shares | (236,908) | ||||||||
Net income (loss) | 10,659 | 10,927 | $ (268) | ||||||
Ending balance, value at Sep. 30, 2020 | $ 43,672 | $ 2 | $ 64,472 | $ (4,098) | $ (7) | $ (16,429) | $ (268) | ||
Ending balance, shares at Sep. 30, 2020 | 214,244 | 47,840 | 1,589,101 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities: | ||
Net income (loss) | $ 10,659 | $ (4,012) |
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition: | ||
Depreciation and amortization | 5,862 | 5,673 |
Gain on lease settlement, net | (307) | 0 |
Gain on bargain purchase of acquisition | (1,507) | 0 |
Impairment charges | 525 | 3,222 |
(Gain) Loss on disposal of property and equipment | 0 | 1,063 |
Charge off and amortization of debt issuance cost | 471 | 283 |
Stock based compensation expense | 86 | 142 |
Warrant extension fair value adjustment | 462 | 128 |
Amortization of right of use assets | 1,461 | 0 |
Deferred rent | 0 | 274 |
Change in reserve for uncollectible accounts | 421 | (589) |
Change in reserve for obsolete inventory | (139) | 665 |
Change in deferred income taxes | 4,069 | (1,648) |
Change in other | 133 | (399) |
Changes in assets and liabilities: | ||
Trade receivables | (951) | 1,985 |
Inventories | 12,308 | 7,160 |
Prepaid expenses and other current assets | 0 | 931 |
Deposits and other assets | 128 | 193 |
Accounts payable | (9,387) | (444) |
Accrued liabilities | 3,526 | 4,412 |
Income taxes payable | 971 | 14 |
Net cash provided by operating activities | 28,791 | 19,053 |
Investing activities: | ||
Purchase of intangible assets | (4) | (222) |
Proceeds from the sale of property and equipment | 0 | 2,701 |
Purchases of property and equipment | (3,882) | (2,379) |
Net cash provided by (used in) investing activities | (8,776) | 100 |
Financing activities: | ||
Net borrowings (payments) under revolver loans | (5,974) | (7,034) |
Payments of debt issuance costs | 0 | (223) |
Purchase of Series E preferred treasury stock | (3) | 0 |
Proceeds from issuance of notes payable | 4,768 | 913 |
Purchase of common treasury stock | (1,660) | (888) |
Proceeds from (payments of) related party notes payable | 2,000 | (661) |
Payments on notes payable | (12,709) | (11,321) |
Debtor in possession cash | (134) | 0 |
Net cash used in financing activities | (13,712) | (19,214) |
Net increase (decrease) in cash and cash equivalents, including restricted cash | 6,303 | (61) |
Cash and cash equivalents, including restricted cash, beginning of period | 2,681 | 2,742 |
Cash and cash equivalents, including restricted cash, end of period | 8,984 | 2,681 |
Supplemental cash flow disclosures: | ||
Interest paid | 4,445 | 5,805 |
Income taxes refunded, net | 30 | 43 |
Lonesome Oak | ||
Investing activities: | ||
Payment for acquisition | (550) | 0 |
Precision Marshall | ||
Investing activities: | ||
Payment for acquisition | $ (4,340) | $ 0 |
Background and Basis of Present
Background and Basis of Presentation | 12 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background and Basis of Presentation | Note 1: Background and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, 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: Retail, Flooring Manufacturing and Steel Manufacturing. Included in the Retail segment: (i) 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 and (ii) ApplianceSmart, Inc. (“ApplianceSmart”), the Company is engaged in the sale of new major appliances through a retail store. Included in the Flooring Manufacturing segment is Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floorcoverings. Included in the Steel Manufacturing Segment is Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods. Going concern Based on our current operating plans, we believe that available cash balances, cash generated from our operating activities and funds available under our asset-based revolver lines of credit will provide sufficient liquidity to fund our operations, pay our scheduled loan payments, continue to repurchase shares, and pay dividends on our shares of Series E Preferred Stock as declared by the Board of Directors, for at least the next 12 months. 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, the Company’s supply chain partners, its employees and customers, customer sentiment in general, and traffic within shopping centers, and, where applicable, malls, containing its 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 the 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 Stock began to reopen certain locations in compliance with government regulations. Additionally, as of June 30, 2020, all Vintage Stock retail locations were reopened while maintaining compliance with government mandates. The Company is 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, most employees have returned to their respective locations. Continued impacts of the pandemic could materially adversely affect the 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 products, all in an effort to mitigate such impacts. The extent of the impact of the pandemic on the 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 the Company is not aware of currently. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation We consolidate all entities in which we have a controlling financial interest. We are deemed to have a controlling financial interest in variable interest entities in which we are the primary beneficiary and in other entities in which we own more than 50% of the outstanding voting shares and other shareholders do not have substantive rights to participate in management. For entities we control but do not wholly own, we record a non-controlling interest within stockholders’ equity for the portion of the entity’s equity attributed to the non-controlling ownership interests. All significant intercompany balances and transactions 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 September 30, 2020 and 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 0.75-1.00% of the gross amount of the invoice(s) factored on the date of the purchase, plus interest calculated at 3.25%-6% per annum. The minimum annual commission due the factor is $112 per contract year. 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 September 30, 2020 and 2019, the allowance for doubtful accounts was $272 and $936, respectively. Inventories Inventories are valued at the lower of the inventory’s cost (first in, first out basis or “FIFO”) or net realizable value of the inventory. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Management also reviews inventory to determine if excess or obsolete inventory is present and a reserve is made to reduce the carrying value for inventory for such excess and or obsolete inventory. At September 30, 2020 and September 30, 2019, the inventory reserves were $3,135 and $682, 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 $5,128 and $4,104 for the years ended September 30, 2020 and 2019, respectively. The Company periodically reviews its property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. They assess recoverability based on several factors, including its intention with respect to its stores and those stores projected undiscounted cash flows. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. Goodwill The Company accounts for purchased goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other The Company tests 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 years ended September 30, 2020 or 2019. Intangible Assets The Company’s intangible assets consist of customer relationship intangibles, favorable leases, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, 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, favorable leases – over the life of the lease, customer lists – to 20 years, trade names – to 20 years. Intangible amortization expense is $605 and $1,569 for the years ended September 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. Retail Segment The Retail Segment derives revenue primarily from direct sales of entertainment and appliance products and services, including shipping and handling amounts, which are recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title or use rights, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Flooring and Steel Manufacturing Segments The Flooring Manufacturing Segments derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segments derives revenue primarily from the sale of steel plates, ground flat stock and drill rods, including shipping and handling amounts, Revenue is recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Spare Parts For spare part sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company does not have any additional performance obligations other than spare part sales that are material in the context of the contract. The amount of consideration they receive and revenue they recognize varies due to sales incentives and returns offered to their customers. When they give their customers the right to return eligible products, the Company reduces revenue for the estimate of the expected returns which is primarily based on an analysis of historical experience. Warranties Warranties are classified as either assurance 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. The Company sells certain extended service arrangements separately from the sale of products. During a portion of 2019, the Company acted as a sales agent under some of these arrangements whereby the Company receives a fee that is recognized as revenue upon the sale of the extended service arrangement. 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 $206 is included in accrued liabilities on the consolidated balance sheet at September 30, 2020. 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 of $75 and $369 for the years ended September 30, 2020 and 2019, respectively, is recorded in other income in our consolidated financial statements. Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense totaled $305 and $1,676 for the years ended September 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. The fair value of inventory acquired as part of a business combination is based on a third-part valuation utilizing the comparable sales method which is based on Level 2 and Level 3 inputs. • the time that would be required to dispose of this inventory; • the expenses that would be expected to be incurred in the disposition; and • a profit commensurate with the amount of investment in the assets and the degree of risk. The fair value of property, plant and equipment acquired as part of a business combination is based on a third-party valuation utilizing the indirect method of cost approach which is based on Level 2 and Level 3 inputs. In the indirect method of Cost Approach, the Reproduction Cost New for each asset or group of assets is determined by indexing the original capitalized cost basis. The cost basis generally includes the base cost of the asset and certain contributory costs such as sales tax, freight and handling charges, installation, general contractor’s costs, and engineering and design costs. The index factors used in this analysis are based on the asset type and manufacture date. Index factors were derived from various published sources including Marshall Valuation Service and the Bureau of Labor Statistics. The fair value of debt assumed as part of a business combination is discounted utilizing implied interest rates, as applicable. Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. Lease Accounting The Company leases retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2040 For contracts entered into on or after October 1, 2019, the Company assesses at contract inception whether the contract is, or contains, a lease. Generally, they determine that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) they obtain the right to substantially all economic benefits from use of the asset and (iii) they have the right to direct the use of the asset. In general, all of their leases are operating leases. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of 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. The company has 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 The Company 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 their consolidated financial statements is the recognition of right-of-use assets and related liabilities on their consolidated balance sheet for operating leases where they are the lessee. They elected to apply the requirements of the new standard on October 1, 2019 and have not restated their consolidated financial statements for prior periods. Their adoption of ASC 842 did not have a material impact on the results of the operations or on the cash flows for the period presented. The Company elected certain practical expedients under their transition method, including elections to not reassess (i) whether a contract is or contains a lease and (ii) the classification of existing leases. They 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 restricted stock awards and options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments, 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 as of September 30, 2020. At times, balances may exceed federally insured limits. Recently Issued Accounting Pronouncements Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) In December 2019, the FASB issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its Consolidated Financial Statements and related disclosures . In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company is currently assessing the impact of adopting this new accounting standard on its Consolidated Financial Statements and related disclosures . |
Leases
Leases | 12 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 3: Leases The Company adopted ASU No. 2016-02, Leases (Topic 842) on October 1, 2019, the beginning of their 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. The Company leases retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2040 The weighted average remaining lease term is 9.2 years. The Company’s weighted average discount rate is 6.9%. Total cash payments for the year ended September 30, 2020 was $8,116. 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 following table details our right of use assets and lease liabilities as of September 30, 2020: September 30, 2020 Right of use asset - operating leases $ 30,894 Operating lease liabilities: Current 7,176 Long term 28,101 Total present value of future lease payments as of September 30, 2020: Twelve months ended September 30, 2021 $ 9,155 2022 7,422 2023 5,572 2024 4,196 2025 3,152 Thereafter 16,133 Total 45,631 Less implied interest (8,362 ) Present value of payments $ 37,269 During the year ended September 30, 2020, the Company recorded a net gain on lease settlement of $307 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 $921 resulting from the extinguishment of the lease liability associated with the closed retail locations. |
Acquisitions
Acquisitions | 12 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4: Acquisitions The Company seeks opportunities to acquire profitable and well-managed companies. During the fiscal year ended September 30, 2020, the Company acquired Lonesome Oak and Precision Marshall, as discussed below. The acquisition of Lonesome Oak and Precision Marshall were 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 combinations as the Company transferred consideration in exchange for the net assets of the acquired entities. 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 and the assumption of approximately $12,500 of debt. 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. Because Lonesome Oak ceased to exist as a separate entity, the Company does not have the ability to breakout the revenues or expenses incurred since the acquisition date. Under the purchase price allocation, the Company recognized goodwill of $807 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 as calculated by a third-part appraisal firm. The table below outlines the purchase price allocation of the purchase for Lonesome Oak to the acquired identifiable assets, liabilities assumed and goodwill: Total purchase price $ 2,000 Less fair value of the holdback option (1,450 ) Net purchase 550 Accounts payable 7,188 Accrued liabilities 1,514 Debt 13,879 Total liabilities assumed 22,581 Total consideration 23,131 Cash 40 Accounts receivable, net 4,838 Inventory 13,826 Property, plant and equipment, net 3,485 Other assets 135 Total assets acquired 22,324 Total goodwill $ 807 The Company expects to collect the accounts receivable balance. However, any uncollectible accounts receivable, the Company will reduce the amount of the holdback in an amount equal to the uncollectable accounts receivable. As of September 30, 2020, the holdback has been reduced to $1,297 due to unrecorded liabilities at the time of the acquisition. Goodwill arising from the acquisition is expected to be fully deductible for tax purposes. The assets acquired and liabilities assumed were classified within the fair value hierarchy table below in accordance with our fair value measurements policy (see Note 2). Level 1 Level 2 and 3 Total Cash $ 40 $ — $ 40 Accounts receivable, net 4,838 — 4,838 Inventory — 13,826 13,826 Property, plant and equipment, net — 3,485 3,485 Other assets 135 — 135 Accounts payable 7,188 — 7,188 Accrued liabilities 1,514 — 1,514 Debt — 13,879 13,879 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 Marshall”), 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 Marshall by the consummation of a merger (the “Merger”) of its Merger Sub with and into Precision Marshall, with Precision Marshall 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 Marshall. 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 Marshall to be vested in Precision Holdings. Under the purchase price allocation, the Company recognized a bargain purchase gain of $1,507 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 July 14, 2020 as calculated by a third-part appraisal firm. The table below outlines the purchase price allocation of the purchase for Precision Marshall to the acquired identifiable assets, liabilities assumed and bargain purchase gain: Total purchase price $ 5,500 Less fair value of the holdback option (2,500 ) Net purchase 3,000 Accounts payable 3,116 Accrued liabilities 583 Lease liabilities 8,109 Debt 23,022 Total liabilities assumed 34,830 Total consideration 37,830 Cash 1,159 Accounts receivable, net 2,814 Inventory 24,005 Property, plant and equipment, net 6,048 Right of use assets 4,873 Other assets 438 Total assets acquired 39,337 Total bargain purchase gain $ (1,507 ) The Company expects to collect the accounts receivable balance. However, any uncollectible accounts receivable, the Company will reduce the amount of the holdback in an amount equal to the uncollectable accounts receivable. The bargain purchase gain arising from the acquisition is nondeductible for tax purposes. Revenues and expenses for the period of July 14, 2020 through September 30, 2020 are discussed in Note 16. The assets acquired and liabilities assumed were classified within the fair value hierarchy table below in accordance with our fair value measurements policy (see Note 2). Level 1 Level 2 and 3 Total Cash $ 1,159 $ — $ 1,159 Accounts receivable, net 2,814 — 2,814 Inventory — 24,005 24,005 Property, plant and equipment, net — 6,048 6,048 Right of use assets — 4,873 4,873 Other assets 438 — 438 Accounts payable 3,116 — 3,116 Accrued liabilities 583 — 583 Lease liabilities — 8,109 8,109 Debt — 23,022 23,022 |
Balance Sheet Detail Informatio
Balance Sheet Detail Information | 12 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Detail Information | Note 5: Balance Sheet Detail Information Balance Sheet information is as follows: September 30, 2020 September 30, 2019 Trade receivables, current, net: Accounts receivable, current $ 20,197 $ 12,641 Less: Reserve for doubtful accounts (76 ) (740 ) $ 20,121 $ 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 $ 20,393 $ 12,837 Less: Reserve for doubtful accounts (272 ) (936 ) $ 20,121 $ 11,901 September 30, 2020 September 30, 2019 Inventory, net Raw materials $ 13,175 $ 8,116 Work in progress 11,747 2,141 Finished goods 25,009 6,785 Merchandise 17,729 22,883 67,660 39,925 Less: Inventory reserves (3,135 ) (682 ) $ 64,525 $ 39,243 ApplianceSmart inventory, net of reserves of $381 is included in debtor in possession assets on the Consolidated Balance Sheet at September 30, 2020. September 30, 2020 September 30, 2019 Property and equipment, net: Building and improvements $ 9,908 $ 10,827 Transportation equipment 480 82 Machinery and equipment 27,217 20,035 Furnishings and fixtures 2,908 2,741 Office, computer equipment and other 3,445 2,544 43,958 36,229 Less: Accumulated depreciation (13,582 ) (13,633 ) $ 30,376 $ 22,596 September 30, 2020 September 30, 2019 Intangible assets, net: Domain name and marketing related intangibles $ 90 $ 90 Lease intangibles — 1,033 Customer relationship intangibles 2,689 2,689 Purchased software 121 808 2,900 4,620 Less: Accumulated amortization (1,837 ) (2,421 ) $ 1,063 $ 2,199 September 30, 2020 September 30, 2019 Accrued liabilities: Accrued payroll and bonuses $ 4,178 $ 3,316 Accrued sales and use taxes 1,251 1,176 Accrued property taxes 270 191 Accrued rent — 604 Accrued gift card and escheatment liability 1,534 1,461 Accrued interest payable 280 181 Accrued accounts payable and bank overdrafts 3,818 591 Accrued professional fees 2,191 4,660 Customer deposits 169 240 Accrued expenses - other 1,131 564 $ 14,822 $ 12,984 ApplianceSmart accrued liabilities of $2,990 are included in debtor in possession liabilities on the Consolidated Balance Sheet at September 30, 2020. |
Intangibles
Intangibles | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles | Note 6: Intangibles The Company’s intangible assets consist of customer relationship intangibles, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Impairment charges of $3,222 for the year ended September 30, 2019, were related to the write down of intangibles associated with the ApplianceSmart customer list and trade names due to the bankruptcy filing in December 2019, the write down of lease intangibles related to the ApplianceSmart retail locations closed during the period and the write down of software that is no longer in use. There were no impairment charges for the year ended September 30, 2020. The following summarizes estimated future amortization expense related to intangible assets that have net balances: As of September 30, 2021 $ 423 2022 227 2023 201 2024 44 2025 29 Thereafter 139 $ 1,063 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 7: Long-Term Debt Notes Payable as of September 30, 2020 and 2019 consisted of the following: September 30, 2020 September 30, 2019 Bank of America Revolver Loan $ — $ 13 Encina Business Credit Revolver Loan 14,886 — Texas Capital Bank Revolver Loan 7,115 10,590 Crossroads Financial Revolver Loan 883 1,981 Encina Business Credit Term Loan 1,663 — Note Payable Comvest Term Loan 5,554 15,412 Note Payable to the Sellers of Vintage Stock 10,000 10,000 Note #1 Payable to Banc of America Leasing & Capital LLC 1,229 2,057 Note #3 Payable to Banc of America Leasing & Capital LLC 1,862 2,379 Note #4 Payable to Banc of America Leasing & Capital LLC 572 731 Note #5 Payable to Banc of America Leasing & Capital LLC 2,538 3,065 Note #6 Payable to Banc of America Leasing & Capital LLC 758 891 Note #7 Payable to Banc of America Leasing & Capital LLC 4,681 — Note #8 Payable to Banc of America Leasing & Capital LLC 3,091 — Equipment loans 2,900 — Note payable to the Sellers of Precision Marshall 2,500 — Note Payable to Store Capital Acquisitions, LLC 9,243 9,274 Payroll Protection Program 6,151 — 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 Note payable to individual, noninterest bearing, monthly payments of $19 through March 2023, unsecured 810 — Total notes payable 77,143 57,100 Less unamortized debt issuance costs (1,767 ) (1,384 ) Net amount 75,376 55,716 Less current portion (11,986 ) (7,897 ) Long-term portion $ 63,390 $ 47,819 Future maturities of long-term debt at September 30, 2020 are as follows excluding related party debt: Years ending September 30, 2021 $ 11,986 2022 13,678 2023 36,218 2024 2,256 2025 1,308 Thereafter 11,697 Total $ 77,143 Bank of America Revolver Loan On July 6, 2015 (amended most recently January 31, 2020, July 6, 2020 and September 28, 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. Payment obligations under the BofA Revolver include monthly payments of interest and all outstanding principal and accrued interest thereon due in January 2025, which is when the BofA Revolver loan agreement terminates. The BofA Revolver is recorded as a currently liability due to a lockbox requirement, and a subjective acceleration clause as part of the agreement. 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 BofA 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 Marquis, 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 Marquis or its subsidiaries, defaults relating to certain other indebtedness, imposition of certain judgments and mergers or the liquidation of Marquis or certain of its subsidiaries. The following tables summarize the BofA Revolver for the years ended and as of September 30, 2020 and 2019: During the year ended September 30, 2020 2019 Cumulative borrowing during the period $ 121,924 $ 87,771 Cumulative repayment during the period 123,073 95,358 Maximum borrowed during the period 11,347 8,071 Weighted average interest for the period 3.14 % 4.20 % As of September 30, 2020 2019 Total availability $ 21,732 $ 14,914 Total outstanding — 13 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 Marshall and Merger Sub entered into a Loan and Security Agreement (the “Loan Agreement”) by and among Precision Marshall 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 $1,720 secured term loan (the “Encina Term Loan”), and secured revolving loans (the “Encina Revolver 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 Marshall, (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 Encina Term Loan requires monthly payments of principal in the amount of $29 plus accrued and unpaid interest. The Encina Revolver 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 Encina Revolver 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. The following tables summarize the Encina Revolver Loans for the period of July 14, 2020 to September 30, 2020 and as of September 30, 2020: During the period of July 14, 2020 through September 30, 2020 Cumulative borrowing during the period $ 22,088 Cumulative repayment during the period 7,203 Maximum borrowed during the period 14,920 Weighted average interest for the period 6.50 % As of September 30, 2020 Total availability $ 421 Total outstanding 14,886 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, September 24, 2019 and September 30, 2020) with Texas Capital Bank (“TCB Revolver”). The TCB Revolver is a five-year, asset-based facility that is secured by substantially all of Vintage Stock’s assets. Availability under the TCB Revolver is subject to a monthly borrowing base calculation. The TCB Revolver matures November 3, 2023. Payment obligations under the TCB Revolver include monthly payments of interest and all outstanding principal and accrued interest thereon due in November 2023, 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 and 92.5% of the appraisal value during the fiscal months of October through December. Letters of credit reduce the amount available to borrow under the TCB Revolver by an amount equal to the face value of the letters of credit. 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, and is projected to be within 12 months after such payment and (ii) excess availability under the TCB Revolver is more than $2,000, and the fixed charge coverage ratio, as calculated on a pro-forma basis for the prior 12 months is 1.2:1.0 or greater. Restrictions apply to our ability to make additional prepayments against Vintage Stock subordinated debt including the Comvest Term Loan and pay cash dividends if the fixed charge coverage ratio, as calculated on a pro-forma basis for the prior 12 months is less than 1.2:1.0 and excess availability under the TCB Revolver is less than $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 . The following tables summarize the TCB Revolver for the years ended and as of September 30, 2020 and September 30, 2019: During the year ended September 30, 2020 2019 Cumulative borrowing during the period $ 66,362 $ 74,356 Cumulative repayment during the period 69,837 75,648 Maximum borrowed during the period 11,799 11,932 Weighted average interest for the period 3.29 % 4.55 % As of September 30, 2020 2019 Total availability $ 5,520 $ 1,410 Total outstanding 7,115 10,590 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. The Crossroads Revolver matures on March 15, 2021. 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 and other fees described in the Crossroads Revolver. 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 September 30, 2020 and 2019, the Crossroads Revolver had a balance outstanding of $883 and $1,981, respectively. The September 30, 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 September 9, 2019 and September 30, 2020), Vintage Stock Affiliated Holdings LLC (“Holdings”) and Vintage Stock, Inc. (the “Borrower”), entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) by and among Borrower, Holdings, the lenders party thereto and Comvest Capital IV, L.P. (“Comvest”), as agent. The Credit Agreement provides for a $24,000 secured term loan (the “Term Loan”). The proceeds of the Term Loan, together with a cash equity contribution of approximately $4,000 from the Company to the Borrower, were used by the Borrower (i) to refinance and terminate the Borrower’s credit facility (the “Prior Credit Facility”) with Capitala Private Credit Fund and certain of its affiliates, as lenders, and Wilmington Trust National Association (the “Term Loan Administrative Agent”), as agent, (ii) to pay transaction costs, and (iii) for the Borrower’s working capital and other general corporate purposes. In connection with the closing of the refinancing transaction with Comvest, all defaults under the Prior Credit Facility were extinguished. The Term Loan bears interest at the base or LIBOR rates (as described below) plus an applicable margin in each case. The applicable margin ranges from 8.0% to 9.5% per annum (subject to a LIBOR floor of 1.0%) and is determined based on the Borrower’s senior leverage ratio pricing grid. The base rate under the Comvest Credit Agreement is equal to the greatest of (i) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal (or, if such rate ceases to be so published, as quoted from such other generally available and recognizable source as Agent may select), (ii) the sum of the Federal Funds Rate plus one half percent (0.5%), (iii) the most recently used LIBO Rate and (iv) two percent (2.0%) 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 (1.0%) per annum. The Term Loan matures on May 26, 2023 and is subject to amortization of 12.5% (decreasing to 10% upon the Borrower’s senior leverage ratio being less than 1.5 times the Borrower’s EBITDA (as defined in the Credit Agreement)) of principal per annum payable in equal quarterly installments due on March 31, June 30, September 30, and December 31 of each year, plus, to the extent the Borrower generates excess cash flow (as defined in the Credit Agreement), a percent of such excess cash flow (ranging from 50% to 100%), all in accordance with the terms of the Credit Agreement. 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 5.0% of the principal amount prepaid plus a make-whole amount to 1.0%, 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. 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-month basis. Beginning quarter ending March 31, 2019 and thereafter, so long as the Senior leverage ratio is greater than 2.0 to 1.0, Vintage Stock is required to spend no more than$2,000 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, Vintage Stock may only open no more than five new retail locations within a twelve-month period. Vintage Stock may cure both payment and financial covenant defaults through infusion of equity cures as determined by the Credit Agreement. EBITDA, senior leverage ratio, same store sales decline percentage and fixed charge ratio are terms defined within the Credit Agreement. Note Payable to the Sellers of Vintage Stock 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 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 September 2021, payable in 59 monthly payments of $84 beginning September 2016, with a final payment in the sum of $584, bearing interest at 3.9% per annum. Note #2 is $2,210, secured by equipment. The Equipment Loan #2 is due January 2022, payable in 59 monthly payments of $35 beginning January 2017, with a final payment in the sum of $477, bearing interest at 4.6% per annum. As of September 30, 2019, this loan was paid in full. Note #3 is $3,680, secured by equipment. The Equipment Loan #3 is due December 2023, payable in 84 monthly payments of $52 beginning January 2017, bearing interest rate at 4.8% per annum. Note #4 is $1,095, secured by equipment. The Equipment Loan #4 is due December 2023, payable in 81 monthly payments of $16 beginning April 2017, bearing interest at 4.9% per annum. Note #5 is $3,932, secured by equipment. The Equipment Loan #5 is due December 2024, payable in 84 monthly payments of $55 beginning January 2018, bearing interest at 4.7% per annum. Note #6 is $913, secured by equipment. The Equipment Loan #6 is due July 2024, payable in 60 monthly payments of $14 beginning August 2019, with a final payment of $197, 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 2020, with the final payment of $809, bearing interest at 3.2% per annum. Note #8 is $3,369, secured by equipment. The equipment loan #8 is due September 2027, payable in 84 monthly payments of $46 beginning October 2020, bearing interest at 4.0%. 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 of $3,600. 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. Note Payable to Store Capital Acquisitions, LLC On June 14, 2016, Marquis entered into a transaction with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $10,000, 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. The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as purchasing a building from the previous owners of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.3% per annum, with principal and interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment penalty of 5%, which declines by 1% for each year the loan remains un-paid for the next five years. At the end of ten years, there is no pre-payment penalty. In connection with the note payable, Marquis incurred $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. Payroll Protection Program During 2020, Marquis and Precision entered into loan agreements pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The Paycheck Protection Program provides that the use of PPP loan amounts shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. As of December 31, 2020, the Company applied for forgiveness of the PPP loans 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 loans will be obtained. 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 “Marquis PPP Loan”). The Marquis PPP Loan matures two years from the funding date of the Marquis 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. On May 5, 2020, Marquis received the funds from the Marquis PPP Loan. On May 4, 2020, in connection with the Marquis PPP Loan, Marquis Affiliated Holdings, LLC, a subsidiary of the Company and Marquis entered into a Ninth Amendment to Loan and Security Agreement with BofA (the “Ninth Amendment”). The Ninth Amendment amends, modifies, restates or supplements the Loan and Security Agreement, dated as of July 6, 2015, as amended from time to time, among MAH, Marquis and BofA (the “Senior Credit Facility”) to, among other things, permit the incurrence of the Marquis PPP Loan. Precision PPP Loan On April 27, 2020, Precision entered into a promissory note (the “Promissory Note”) with Citizens Bank, N.A. that provides for a loan in the amount of $1,382 (the “Precision PPP Loan”). The Precision PPP Loan matures two years from the funding date of the Precision PPP Loan and bears interest at a rate of 1.0% per annum. Monthly amortized principal and interest payments are deferred until either the date the SBA remits the borrower’s loan forgiveness amount to the lender or ten months after the end of the borrower’s loan forgiveness covered period. The Promissory Note contains events of default and other provisions customary for a loan of this type. On April 27, 2020, Precision received the funds from the PPP Loan. The Precision PPP Loan remained with Precision under the terms of the acquisition (Note 4). Loan Covenant Compliance We were in compliance as of September 30, 2020 with all covenants under our existing revolving and other loan agreements, with the exception of covenants related to the Crossroads Revolver. |
Notes Payable, Related Parties
Notes Payable, Related Parties | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Parties | Note 8: Notes payable, related parties Long-term debt, related parties as of September 30, 2020 and September 30, 2019 consisted of the following: September 30, 2020 September 30, 2019 JanOne Inc $ — $ 2,826 Isaac Capital Fund 2,000 2,000 Spriggs Investments, LLC 2,000 — Sellers of Lonesome Oak (Note 4) 1,297 — Total notes payable - related parties 5,297 4,826 Less current portion (1,297 ) — Long-term portion $ 4,000 $ 4,826 Future maturities of notes payable, related parties at September 30, 2020 are as follows: Years ending September 30, 2021 $ 1,297 2022 2,000 2023 — 2024 — 2025 2,000 Thereafter — Total $ 5,297 JanOne Inc. Note On December 30, 2017, ApplianceSmart Holdings Inc. (“ASH”) entered into a Stock Purchase Agreement (the “Agreement”) with Appliance Recycling Centers of America, Inc. (now JanOne Inc.) (the “Seller”) and ApplianceSmart, Inc. (“ApplianceSmart”), a subsidiary of the Seller. Pursuant to the Agreement, ASH purchased (the “Transaction”) from the Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for $6,500 (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. The remaining $2,581 of the Purchase Price was paid in cash by ASH to the Seller. ASH may reborrow funds, and pay interest on such re-borrowings, from the Seller up to the Original Principal Amount. As of September 30, 2020, there was $2,826 outstanding on the ApplianceSmart Note and is included in Debtor in possession liabilities on the Company’s Consolidated Balance Sheet. 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 and Capital Group LLC As of December 31, 2020, ICG is a record and beneficial owner of approximately 46.2% 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 54.0% of the outstanding capital stock of the Company. 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 September 30, 2020, and September 30, 2019, there was $2,000 outstanding on this mezzanine loan. 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 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 in part the acquisition of Precision Marshall. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9: Stockholders’ Equity Series B Convertible Preferred Stock As of September 30, 2020 and 2019, there were 214,244 shares of Series B Convertible Preferred Stock issued and outstanding, respectively. The Series B Convertible Preferred Stock shareholders are entitled to dividends as declared by the board of directors in an amount equal to $1.00 per share (in the aggregate for all then-issued and outstanding shares of Series B Convertible Preferred Stock). The series does not have any redemption rights or Stock basis, except as otherwise required by the Nevada Revised Statutes. The series does not provide for any specific allocation of seats on the Board of Directors. At any time and from time to time, the shares of Series B Convertible Preferred Stock are convertible into shares of common stock at a ratio of one share of Series B Preferred Stock into five shares of common stock, subject to equitable adjustment in the event of forward stock splits and reverse stock splits. The holders of shares of the Series B Convertible Stock have agreed not to sell transfer, assign, hypothecate, pledge, margin, hedge, trade, or otherwise obtain or attempt to obtain any economic value from any of such shares or any shares into which they may be converted (e.g., common stock) or for which they may be exchanged. This “lockup” agreement expires on December 31, 2021. Our Warrant Agreements with ICG have been amended to provide that the shares underlying those warrants are exercisable into shares of Series B Convertible Preferred Stock, which warrant shares are also subject to the same “lockup” agreement as the currently outstanding shares of Series B Convertible Preferred Stock. Series E Convertible Preferred Stock As of September 30, 2020 and 2019, there were 47,840 and 77,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively. During the year ended September 30, 2020, the Company repurchased 30,000 shares of Series E Convertible Preferred Stock for an aggregate purchase price of $3. The shares accrue dividends at the rate of 5% per annum on the liquidation preference per share, payable quarterly from legally available funds. The shares carry a cash liquidation preference of $0.30 per share, plus any accrued but unpaid dividends. If such funds are not available, dividends shall continue to accumulate until they can be paid from legally available funds. Holders of the preferred shares are entitled to convert them into shares of our common stock on a 1:0.005 basis together with payment of $85.50 per converted share. During the years ended September 30, 2020 and 2019, the Company accrued dividends of $1 and $1, respectively. As of September 30, 2020 and 2019, accrued dividends were $2 and $1, respectively, payable to holders of Series E preferred stock. Common Stock As of September 30, 2020 and 2019, there were 1,589,101 and 1,826,009 shares of Common Stock issued and outstanding, respectively. Treasury Stock For year ended September 30, 2020 and 2019, the Company purchased 236,908 and 119,238 shares of its common stock on the open market (treasury shares), respectively, for $1,660 and $888, respectively. 2014 Omnibus Equity Incentive Plan On January 7, 2014, our Board of Directors adopted the 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which authorizes issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan. The Company’s stockholders approved the 2014 Plan on July 11, 2014. |
Warrants
Warrants | 12 Months Ended |
Sep. 30, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 10: Warrants The Company issued several notes in prior periods and converted them resulting in the issuance of Series B Convertible Preferred Stock warrants. The following table summarizes information about the Company’s warrants at September 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 September 30, 2020 118,029 $ 20.80 1.35 $ — As discussed in Note 9 Stockholders’ Equity, 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 Common Shares to be Issued Weighted Average Exercise Price Per Common Share 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 September 30, 2020 590,147 $ 4.16 1.35 $ 2,820 Warrants for 10,914, 12,383, 54,396 and 17,857 shares of Series B Convertible Preferred Stock were set to expire on September 10, 2017, December 11, 2017, March 27, 2018 and March 28, 2018, respectively. On January 16, 2018 and December 3, 2019, the Company and ICG amended the original terms of the warrants so that the warrants automatically extend for additional two-year periods if the warrants are not exercised by their expiration date, as the expiration date may be extended from time to time. Warrants outstanding and exercisable as of September 30, 2020 and September 30, 2019 reflect the time extended warrants in addition to 22,479 warrants for shares of Series B Convertible Preferred Stock with an original expiration date of December 3, 2019. The Company recognized compensation expense of $462 and $128 during the years ended September 30, 2020 and 2019, respectively, related to warrant awards granted to certain employees and officers based on the grant date fair value of the awards, net of estimated forfeitures. No forfeitures are estimated. The exercise price for the Series B convertible preferred stock warrants outstanding and exercisable at September 30, 2020 is as follows: Series B Convertible Preferred Outstanding and Exercisable Number of Warrants Exercise Price 54,396 $ 16.60 17,857 16.80 12,383 24.30 33,393 28.50 118,029 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2020 | |
Share Based Compensation [Abstract] | |
Stock-Based Compensation | Note 11: Stock-Based Compensation From time to time, the Company grants stock options and restricted stock awards to directors, officers and employees. These awards are valued at the grant date by determining the fair value of the instruments, net of estimated forfeitures. The value of each award is amortized on a straight-line basis over the requisite service period. Stock Options The following table summarizes stock option activity for the years ended September 30, 2020 and 2019: 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 (31,250 ) Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Exercisable at September 30, 2019 168,084 $ 13.92 1.44 $ 27 Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Forfeited (81,250 ) Outstanding at September 30, 2020 119,168 $ 19.07 2.71 $ — Exercisable at September 30, 2020 95,001 $ 15.50 1.55 $ — The Company recognized compensation expense of $86 and $142 during the years ended September 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. No forfeitures are estimated. At September 30, 2020 the Company had $59, of unrecognized compensation expense (net of estimated forfeitures) associated with stock option awards which the Company expects will be recognized through October of 2022. The exercise price for stock options outstanding and exercisable at September 30, 2020 is as follows: Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options 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 31.74 8,000 36.50 — — 8,000 41.98 — — 119,168 95,001 The following table summarizes information about the Company’s non-vested shares as of September 30, 2020: Average Number of Grant-Date Non-vested Shares Shares Fair Value Non-vested at September 30, 2019 36,334 $ 26.76 Vested (12,167 ) $ 23.23 Non-vested at September 30, 2020 24,167 $ 33.10 No stock options were granted during the years ended September 30, 2020 and 2019. |
Income (Loss) Per Share
Income (Loss) Per Share | 12 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Share | Note 12: Income (Loss) Per Share Net income (loss) per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Consolidated Balance Sheet. Diluted net income (loss) per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders. The following table presents the computation of basic and diluted net income (loss) per share: Years Ended September 30, 2020 2019 Basic Net income (loss) $ 10,927 $ (4,012 ) Less: preferred stock dividends (1 ) (1 ) Net income (loss) applicable to common stock $ 10,926 $ (4,013 ) Weighted average common shares outstanding 1,706,561 1,901,315 Basic income (loss) per share $ 6.40 $ (2.11 ) Diluted Net income (loss) applicable to common stock $ 10,926 $ (4,013 ) Add: preferred stock dividends 1 1 Net income (loss) applicable for diluted earnings per share $ 10,927 $ (4,012 ) Weighted average common shares outstanding 1,706,561 1,901,315 Add: Options 119,168 — Add: Series B Preferred Stock 1,071,220 — Add: Series B Preferred Stock Warrants 590,147 — Add: Series E Preferred Stock 47,840 — Assumed weighted average common shares outstanding 3,534,936 1,901,315 Diluted income (loss) per share $ 3.09 $ (2.11 ) Potentially dilutive securities of nil and 1,939,603 and were excluded from the calculation of diluted net income per share for years ended September 30, 2020 and September 30, 2019 because the effects were anti-dilutive. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13: Related Party Transactions During 2015, the Company 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 January 2021. As of September 30, 2020, and September 30, 2019, respectively, there was $2,000 outstanding on this mezzanine loan. 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. Customer Connexx LLC, a wholly owned subsidiary of JanOne Inc. (formerly Appliance Recycling Centers of America, Inc.), rents approximately 9,900 square feet of office space from the Company at its Las Vegas office which totals 16,500 square feet. JanOne Inc. paid the Company $182 and $176 in rent and other common area reimbursed expenses for the year ended September 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 President and Chief Executive Officer and Board of Directors member and Chief Financial Officer of JanOne Inc., respectively. Warrants for 10,914, 12,383, 54,396 and 17,857 shares of Series B Convertible Preferred Stock were set to expire on September 10, 2017, December 11, 2017, March 27, 2018 and March 28, 2018, respectively. On January 16, 2018 and December 3, 2019, the Company and ICG amended the original terms of the warrants so that the warrants automatically extend for additional two-year periods if the warrants are not exercised by their expiration date, as the expiration date may be extended from time to time. Warrants outstanding and exercisable as of September 30, 2020 and September 30, 2019 reflect the time extended warrants. On December 30, 2017, ASH entered into the Agreement with the Seller and ApplianceSmart, a subsidiary of the Seller. Pursuant to the Agreement, ASH purchased from the Seller all of the issued and outstanding shares of capital stock of ApplianceSmart in exchange for 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 the ApplianceSmart Note in the Original Principal Amount, as such amount may be adjusted per the terms of the ApplianceSmart Note. The ApplianceSmart Note is effective as of April 1, 2018 and matures on the Maturity Date. The ApplianceSmart Note bears interest at 5% per annum with interest payable monthly in arrears. Ten percent of the outstanding principal amount will be repaid annually on a quarterly basis, with the accrued and unpaid principal due on the Maturity Date. ApplianceSmart has agreed to guaranty repayment of the ApplianceSmart Note. The remaining $2,581 of the Purchase Price was paid in cash by ASH to the Seller. ASH may reborrow funds, and pay interest on such re-borrowings, from the Seller up to the Original Principal Amount. As of September 30, 2020, there was $2,826 outstanding on 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. In connection with the acquisition of Vintage Stock on November 3, 2016, 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 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. Sale of ApplianceSmart Contracting On April 22, 2020, the Company sold ApplianceSmart Contracting Inc. (“ApplianceSmart Contracting”) to Michelle Cooper, a related party as a result of her relationship with Virland A. Johnson, the Company’s Chief Financial Officer, 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 approximately $382,000 to satisfy then outstanding sales tax obligations owed by ApplianceSmart Contracting. Advances under the loan are only made by the Company to ApplianceSmart Contracting upon the presentation of evidence by ApplianceSmart Contracting of the satisfaction of one or more outstanding state sales tax amounts. Advances bear interest at 8.0% per annum. The loan matures on September 30, 2022 or on such earlier date as provided in the Note. The loan is guaranteed by the related party and secured by the assets of ApplianceSmart Contracting. At the closing of the sale transaction, the Company advanced ApplianceSmart Contracting $60. Also see Note 7, 8 and 9. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14: Commitments and Contingencies Litigation SEC Investigation On February 21, 2018, the Company received a subpoena from the Securities and Exchange Commission (“SEC”) and a letter from the SEC stating that it is conducting an investigation. The subpoena requested documents and information concerning, among other things, the restatement of the Company’s financial statements for the quarterly periods ended December 31, 2016, March 31, 2017, and June 30, 2017, the acquisition of Marquis Industries, Inc., Vintage Stock, Inc., and ApplianceSmart, Inc., and the change in auditors. On August 12, 2020, three of the Company’s corporate executive officers (together, the “Executives”) each received a “Wells Notice” from the Staff of the SEC relating to the Company’s SEC investigation. On October 7, 2020, the Company received a “Wells Notice” from the Staff of the SEC relating to the Company’s previously-disclosed SEC investigation. The Wells Notices relate to, among other things, the Company’s reporting of its financial performance for its fiscal year ended September 30, 2016, certain disclosures related to executive compensation, and its previous acquisition of ApplianceSmart. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives that would allege certain violations of the federal securities laws. The Company and the Executives maintain that their actions were appropriate, and the Company and the Executives have engaged Orrick Herrington & Sutcliffe LLP, among others, to defend themselves, and intend to vigorously defend against any and all allegations brought forth. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company provided a response to the SEC on October 26, 2018. The Company is cooperating with the SEC in its inquiry. Live Ventures and ApplianceSmart Related Litigation On April 26, 2019, New Leaf Serv. Contracts, LLC (“New Leaf”) filed suit again 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 has been stayed as a result of the Chapter 11 Case (as defined below). On June 29, 2020, this matter was dismissed by New Leaf with prejudice. 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. This matter has since been removed to United States District Court, Eastern District of Michigan, Southern Division. 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. 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 . (case number 19-13887). Court filings and other information related to the Chapter 11 Case are available at the PACER Case Locator website for those registered to do so or at the Courthouse located at One Bowling Green, Manhattan, New York 10004. ApplianceSmart’s balance sheet as of September 30, 2020 is below. The debtor in possession assets and liabilities are primarily related to assets and liabilities incurred pre-petition and are subject to compromise. Assets Cash $ 134 Inventories, net 381 Prepaid expenses and other current assets 5 Total debtor in possession assets 520 Right of use asset - operating leases 715 Total assets $ 1,235 Liabilities and Stockholders' Equity Liabilities: Accounts payable $ 5,943 Accrued liabilities 3,459 Notes payable related parties , including current portion 2,826 Total debtor in possession liabilities 12,228 Accounts payable 152 Accrued liabilities 895 Lease liability, including current portion 738 Crossroads Financial Revolver Loan 858 Taxes payable 870 Other current obligations 14 Total liabilities 15,755 Stockholders' equity: Intercompany (2,358 ) Accumulated deficit (12,162 ) Total stockholders' equity (14,520 ) Total liabilities and stockholders' equity $ 1,235 ApplianceSmart’s statement of operations for the period of January 1, 2020 through September 30, 2020 is below: Revenues $ 2,748 Cost of revenues 1,538 Gross profit 1,210 Operating expenses: General and administrative expenses 1,596 Sales and marketing expenses 227 Total operating expenses 1,823 Operating loss (613 ) Other (expense) income: Interest expense, net (160 ) Gain on lease settlement, net 1,514 Other expense (243 ) Total other income, net 1,111 Net income $ 498 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 has been stayed as a result of the Chapter 11 Case. 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. initiated an arbitration against ApplianceSmart in San Diego alleging breach of contract and seeking damages in excess of $100. This matter has been stayed as a result of the Chapter 11 Case. 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 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 August 15, 2019, 280 Business Center, LLC filed suit against ApplianceSmart in the District Court for the State of Minnesota, County of Ramsey for eviction from the premises. This matter was settled in September 2019 for $130. 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. On or about December 28, 2018, Berger Transfer & Storage, Inc. filed suit against ApplianceSmart in the District Court for the State of Minnesota, County of Ramsey for breach of contract. This matter was settled in April 2019 for $31. 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. Operating Leases and Service Contracts The Company leases its office, retail and warehouse space under long-term operating leases expiring through fiscal year 2040. During fiscal 2019, as a result of our decision to close certain ApplianceSmart retail locations, we recorded a liability for the estimated remaining lease payments and early termination charges, as applicable, of $724. The lease charges were recorded to general and administration expenses in the consolidated statements of income (loss) with a corresponding accrued liability in the consolidated balance sheet as of September 30, 2019. 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 year ended September 30, 2020: Beginning balance, September 30, 2019 $ 292 Warranties issued/accrued — Warranty settlements (86 ) Ending balance, September 30, 2020 $ 206 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15: Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Income tax expense for the years ended September 30, 2020 and 2019 is as follows: Year Ended Year Ended September 30, 2020 September 30, 2019 Current expense: Federal $ — $ — State 887 237 887 237 Deferred expense: Federal 4,160 (1,024 ) State (84 ) (1,226 ) Change in valuation allowance (6 ) 388 4,070 (1,862 ) Total income tax expense $ 4,957 $ (1,625 ) A reconciliation of the differences between the effective and statutory income tax rates for years ended September 30, 2020 and 2019: Year Ended Year Ended September 30, 2020 September 30, 2019 Federal statutory rates 21.0 % 21.0 % State income taxes, net of federal benefit 3.1 % 11.3 % Permanent differences 1.5 % -0.9 % Bargain gain - purchase accounting (2.0 )% — Property & equipment adjustment 7.4 % (0.5 )% Federal carryforward attributes trued up — 4.8 % Change in valuation allowance — -6.9 % Other 0.7 % — Effective rate 31.7 % 28.8 % At September 30, 2020 and 2019, deferred income tax assets and liabilities were comprised of: September 30, 2020 September 30, 2019 Deferred income tax assets (liabilities): Allowance for bad debts $ 247 $ 352 Accrued expenses — 223 Inventory 1,201 466 Accrued compensation 120 87 Net operating loss 2,429 5,205 Disallowed interest carryforward — 1,049 Tax credits 489 27 Stock compensation 2,290 2,232 Intangibles (1,753 ) (1,142 ) Property & equipment (5,476 ) (2,906 ) Right of use assets (8,341 ) — Lease liabilities 9,525 — Payroll protection program loans 1,335 — Other 51 5 Less: Valuation allowance (1,096 ) (729 ) Total deferred income tax asset $ 1,021 $ 4,869 The Company has federal and state net operating loss carryforwards of approximately $8,100 and $11,200 respectively as of September 30, 2020. The federal net operating loss amounts are subject to IRS code section 382 limitations and expire in 2029. State net operating loss amounts begin to expire in 2033. The Company has state tax credit carryforwards as of September 30, 2020 of $600. The 2016 through 2019 tax years are open to examination by the various federal and state jurisdictions. The Company is currently under IRS examination for the September 30, 2017 tax year. There have been no proposed adjustments by the IRS and the Company anticipates completion of the examination by September 30, 2021. The Company evaluates all available evidence to determine if a valuation allowance is needed to reduce its deferred tax assets. Management has concluded that it is more likely than not that a portion of its existing tax benefits will not be realized. Accordingly, the Company has recorded a valuation allowance of $1,096 at September 30, 2020 to reduce its deferred tax assets. The Company annually conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions as of September 30, 2020. The Company’s policy is to record uncertain tax positions as a component of income tax expense. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 16: Segment Reporting The Company operates in three operating segments which are characterized as: (1) Retail, (2) Flooring Manufacturing, and (3) Steel Manufacturing. The Retail segment consists of Vintage Stock and ApplianceSmart, the Flooring Manufacturing Segment consists of Marquis and the Steel Manufacturing Segment consists of Precision Marshall. The following tables summarize segment information for the years ended September 30, 2020 and 2019: Year Ended Year Ended September 30, 2020 September 30, 2019 % of % of Total Net Revenue Total Revenue Net Revenue Total Revenue Retail Movies, Music, Games and Other $ 69,602 36.3 % $ 76,961 39.8 % Appliance 3,961 2.1 % 23,740 12.3 % Flooring manufacturing 109,642 57.2 % 91,951 47.6 % Steel manufacturing 7,962 4.2 % — 0.0 % Corporate and other 553 0.3 % 636 0.3 % Total Revenue $ 191,720 100.0 % $ 193,288 100.0 % Year Ended September 30, 2020 2019 Revenues Retail $ 73,563 $ 100,701 Flooring Manufacturing 109,642 91,951 Steel Manufacturing 7,962 — Corporate & Other 553 636 $ 191,720 $ 193,288 Gross profit Retail $ 40,779 $ 45,154 Flooring Manufacturing 32,857 25,122 Steel Manufacturing 1,164 — Corporate & Other 518 597 $ 75,317 $ 70,873 Operating income (loss) Retail $ 8,737 $ (9,074 ) Flooring Manufacturing 16,082 11,735 Steel Manufacturing 172 — Corporate & Other (4,569 ) 595 $ 20,422 $ 3,256 Depreciation and amortization Retail $ 1,779 $ 2,816 Flooring Manufacturing 3,564 2,583 Steel Manufacturing 450 — Corporate & Other 70 274 $ 5,862 $ 5,673 Interest expense, net Retail $ 3,008 $ 4,543 Flooring Manufacturing 1,812 1,681 Steel Manufacturing 260 — Corporate & Other 174 91 $ 5,254 $ 6,315 Income before provision for income taxes Retail $ 5,596 $ (12,313 ) Flooring Manufacturing 17,509 11,026 Steel Manufacturing (908 ) — Corporate & Other (6,581 ) (4,350 ) $ 15,616 $ (5,637 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17: Subsequent Events During October 2020, Marquis purchased a manufacturing facility for $2,500. Marquis had previously been leasing this facility. Additionally, Marquis entered into a $2,000 loan agreement with the seller of the facility, which is secured by the facility, in order to complete the purchase of the facility. The loan bears interest at 6% due monthly and matures January 2030. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation We consolidate all entities in which we have a controlling financial interest. We are deemed to have a controlling financial interest in variable interest entities in which we are the primary beneficiary and in other entities in which we own more than 50% of the outstanding voting shares and other shareholders do not have substantive rights to participate in management. For entities we control but do not wholly own, we record a non-controlling interest within stockholders’ equity for the portion of the entity’s equity attributed to the non-controlling ownership interests. All significant intercompany balances and transactions 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 September 30, 2020 and 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 0.75-1.00% of the gross amount of the invoice(s) factored on the date of the purchase, plus interest calculated at 3.25%-6% per annum. The minimum annual commission due the factor is $112 per contract year. |
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 September 30, 2020 and 2019, the allowance for doubtful accounts was $272 and $936, respectively. |
Inventories | Inventories Inventories are valued at the lower of the inventory’s cost (first in, first out basis or “FIFO”) or net realizable value of the inventory. Management compares the cost of inventory with its net realizable value and an allowance is made to write down inventory to net realizable value, if lower. Management also reviews inventory to determine if excess or obsolete inventory is present and a reserve is made to reduce the carrying value for inventory for such excess and or obsolete inventory. At September 30, 2020 and September 30, 2019, the inventory reserves were $3,135 and $682, 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 $5,128 and $4,104 for the years ended September 30, 2020 and 2019, respectively. The Company periodically reviews its property and equipment when events or changes in circumstances indicate that their carrying amounts may not be recoverable or their depreciation or amortization periods should be accelerated. They assess recoverability based on several factors, including its intention with respect to its stores and those stores projected undiscounted cash flows. An impairment loss would be recognized for the amount by which the carrying amount of the assets exceeds their fair value, as approximated by the present value of their projected discounted cash flows. |
Goodwill | Goodwill The Company accounts for purchased goodwill and intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other The Company tests 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 years ended September 30, 2020 or 2019. |
Intangible Assets | Intangible Assets The Company’s intangible assets consist of customer relationship intangibles, favorable leases, trade names, licenses for the use of internet domain names, Universal Resource Locators, or URL’s, software, and marketing and technology related intangibles. Upon acquisition, 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, favorable leases – over the life of the lease, customer lists – to 20 years, trade names – to 20 years. Intangible amortization expense is $605 and $1,569 for the years ended September 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. Retail Segment The Retail Segment derives revenue primarily from direct sales of entertainment and appliance products and services, including shipping and handling amounts, which are recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title or use rights, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Flooring and Steel Manufacturing Segments The Flooring Manufacturing Segments derives revenue primarily from the sale of carpet and hard surface flooring products, including shipping and handling amounts. The Steel Manufacturing Segments derives revenue primarily from the sale of steel plates, ground flat stock and drill rods, including shipping and handling amounts, Revenue is recognized when the following requirements have been met: (i) there is persuasive evidence of an arrangement, (ii) the sales transaction price is fixed or determinable, (iii) title, ownership and risk of loss have been transferred to the customer, (iv) allocation of sales price to specific performance obligations, and (v) performance obligations are satisfied. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized. Revenues are recorded net of taxes collected from customers. All direct costs are either paid and or accrued for in the period in which the sale is recorded. Spare Parts For spare part sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives product based upon agreed shipping terms. Each unit sold is considered an independent, unbundled performance obligation. The Company does not have any additional performance obligations other than spare part sales that are material in the context of the contract. The amount of consideration they receive and revenue they recognize varies due to sales incentives and returns offered to their customers. When they give their customers the right to return eligible products, the Company reduces revenue for the estimate of the expected returns which is primarily based on an analysis of historical experience. Warranties Warranties are classified as either assurance 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. The Company sells certain extended service arrangements separately from the sale of products. During a portion of 2019, the Company acted as a sales agent under some of these arrangements whereby the Company receives a fee that is recognized as revenue upon the sale of the extended service arrangement. 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 $206 is included in accrued liabilities on the consolidated balance sheet at September 30, 2020. |
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 of $75 and $369 for the years ended September 30, 2020 and 2019, respectively, is recorded in other income in our consolidated financial statements. |
Advertising Expense | Advertising Expense Advertising expense is charged to operations as incurred. Advertising expense totaled $305 and $1,676 for the years ended September 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. The fair value of inventory acquired as part of a business combination is based on a third-part valuation utilizing the comparable sales method which is based on Level 2 and Level 3 inputs. • the time that would be required to dispose of this inventory; • the expenses that would be expected to be incurred in the disposition; and • a profit commensurate with the amount of investment in the assets and the degree of risk. The fair value of property, plant and equipment acquired as part of a business combination is based on a third-party valuation utilizing the indirect method of cost approach which is based on Level 2 and Level 3 inputs. In the indirect method of Cost Approach, the Reproduction Cost New for each asset or group of assets is determined by indexing the original capitalized cost basis. The cost basis generally includes the base cost of the asset and certain contributory costs such as sales tax, freight and handling charges, installation, general contractor’s costs, and engineering and design costs. The index factors used in this analysis are based on the asset type and manufacture date. Index factors were derived from various published sources including Marshall Valuation Service and the Bureau of Labor Statistics. The fair value of debt assumed as part of a business combination is discounted utilizing implied interest rates, as applicable. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. The asset and liability method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company's assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided on deferred taxes if it is determined that it is more likely than not that the asset will not be realized. The Company recognizes penalties and interest accrued related to income tax liabilities in the provision for income taxes in its Consolidated Statements of Income. Significant management judgment is required to determine the amount of benefit to be recognized in relation to an uncertain tax position. The Company uses a two-step process to evaluate tax positions. The first step requires an entity to determine whether it is more likely than not (greater than 50% chance) that the tax position will be sustained. The second step requires an entity to recognize in the financial statements the benefit of a tax position that meets the more-likely-than-not recognition criterion. The amounts ultimately paid upon resolution of issues raised by taxing authorities may differ materially from the amounts accrued and may materially impact the financial statements of the Company in future periods. |
Lease Accounting | Lease Accounting The Company leases retail stores, warehouse facilities and office space. These assets and properties are generally leased under noncancelable agreements that expire at various dates through 2040 For contracts entered into on or after October 1, 2019, the Company assesses at contract inception whether the contract is, or contains, a lease. Generally, they determine that a lease exists when (i) the contract involves the use of a distinct identified asset, (ii) they obtain the right to substantially all economic benefits from use of the asset and (iii) they have the right to direct the use of the asset. In general, all of their leases are operating leases. At the lease commencement date, the Company recognizes a right-of-use asset and a lease liability for all leases, except short-term leases with an original term of 12 months or less. The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any prepayments to the lessor and initial direct costs such as brokerage commissions, less any lease incentives received. All right-of-use assets are periodically reviewed for impairment in accordance with standards that apply to long-lived assets. The lease liability is initially measured at the present value of the lease payments, discounted using an estimate of 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. The company has 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 The Company 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 their consolidated financial statements is the recognition of right-of-use assets and related liabilities on their consolidated balance sheet for operating leases where they are the lessee. They elected to apply the requirements of the new standard on October 1, 2019 and have not restated their consolidated financial statements for prior periods. Their adoption of ASC 842 did not have a material impact on the results of the operations or on the cash flows for the period presented. The Company elected certain practical expedients under their transition method, including elections to not reassess (i) whether a contract is or contains a lease and (ii) the classification of existing leases. They 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 restricted stock awards and options to employees, non-employees and Company executives and directors. Such awards are valued based on the grant date fair-value of the instruments, 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 as of September 30, 2020. At times, balances may exceed federally insured limits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Credit Losses In June 2016, the Financial Accounting Standards Board (“FASB”) In December 2019, the FASB issued ASU No. 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is part of the FASB’s overall simplification initiative and seeks to simplify the accounting for income taxes by updating certain guidance and removing certain exceptions. The updated guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its Consolidated Financial Statements and related disclosures . In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company is currently assessing the impact of adopting this new accounting standard on its Consolidated Financial Statements and related disclosures . |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 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 September 30, 2020: September 30, 2020 Right of use asset - operating leases $ 30,894 Operating lease liabilities: Current 7,176 Long term 28,101 |
Schedule of Present Value of Future Lease Payments | Total present value of future lease payments as of September 30, 2020: Twelve months ended September 30, 2021 $ 9,155 2022 7,422 2023 5,572 2024 4,196 2025 3,152 Thereafter 16,133 Total 45,631 Less implied interest (8,362 ) Present value of payments $ 37,269 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Precision Industries, Inc. | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill and Bargain Purchase Gain | The table below outlines the purchase price allocation of the purchase for Precision Marshall to the acquired identifiable assets, liabilities assumed and bargain purchase gain: Total purchase price $ 5,500 Less fair value of the holdback option (2,500 ) Net purchase 3,000 Accounts payable 3,116 Accrued liabilities 583 Lease liabilities 8,109 Debt 23,022 Total liabilities assumed 34,830 Total consideration 37,830 Cash 1,159 Accounts receivable, net 2,814 Inventory 24,005 Property, plant and equipment, net 6,048 Right of use assets 4,873 Other assets 438 Total assets acquired 39,337 Total bargain purchase gain $ (1,507 ) |
Summary of Assets Acquired and Liabilities Assumed Within Fair Value Hierarchy | The assets acquired and liabilities assumed were classified within the fair value hierarchy table below in accordance with our fair value measurements policy (see Note 2). Level 1 Level 2 and 3 Total Cash $ 1,159 $ — $ 1,159 Accounts receivable, net 2,814 — 2,814 Inventory — 24,005 24,005 Property, plant and equipment, net — 6,048 6,048 Right of use assets — 4,873 4,873 Other assets 438 — 438 Accounts payable 3,116 — 3,116 Accrued liabilities 583 — 583 Lease liabilities — 8,109 8,109 Debt — 23,022 23,022 |
Lonesome Oak | |
Business Acquisition [Line Items] | |
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill and Bargain Purchase Gain | The table below outlines the purchase price allocation of the purchase for Lonesome Oak to the acquired identifiable assets, liabilities assumed and goodwill: Total purchase price $ 2,000 Less fair value of the holdback option (1,450 ) Net purchase 550 Accounts payable 7,188 Accrued liabilities 1,514 Debt 13,879 Total liabilities assumed 22,581 Total consideration 23,131 Cash 40 Accounts receivable, net 4,838 Inventory 13,826 Property, plant and equipment, net 3,485 Other assets 135 Total assets acquired 22,324 Total goodwill $ 807 |
Summary of Assets Acquired and Liabilities Assumed Within Fair Value Hierarchy | The assets acquired and liabilities assumed were classified within the fair value hierarchy table below in accordance with our fair value measurements policy (see Note 2). Level 1 Level 2 and 3 Total Cash $ 40 $ — $ 40 Accounts receivable, net 4,838 — 4,838 Inventory — 13,826 13,826 Property, plant and equipment, net — 3,485 3,485 Other assets 135 — 135 Accounts payable 7,188 — 7,188 Accrued liabilities 1,514 — 1,514 Debt — 13,879 13,879 |
Balance Sheet Detail Informat_2
Balance Sheet Detail Information (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Balance Sheet Detail Information | Balance Sheet information is as follows: September 30, 2020 September 30, 2019 Trade receivables, current, net: Accounts receivable, current $ 20,197 $ 12,641 Less: Reserve for doubtful accounts (76 ) (740 ) $ 20,121 $ 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 $ 20,393 $ 12,837 Less: Reserve for doubtful accounts (272 ) (936 ) $ 20,121 $ 11,901 September 30, 2020 September 30, 2019 Inventory, net Raw materials $ 13,175 $ 8,116 Work in progress 11,747 2,141 Finished goods 25,009 6,785 Merchandise 17,729 22,883 67,660 39,925 Less: Inventory reserves (3,135 ) (682 ) $ 64,525 $ 39,243 September 30, 2020 September 30, 2019 Property and equipment, net: Building and improvements $ 9,908 $ 10,827 Transportation equipment 480 82 Machinery and equipment 27,217 20,035 Furnishings and fixtures 2,908 2,741 Office, computer equipment and other 3,445 2,544 43,958 36,229 Less: Accumulated depreciation (13,582 ) (13,633 ) $ 30,376 $ 22,596 September 30, 2020 September 30, 2019 Intangible assets, net: Domain name and marketing related intangibles $ 90 $ 90 Lease intangibles — 1,033 Customer relationship intangibles 2,689 2,689 Purchased software 121 808 2,900 4,620 Less: Accumulated amortization (1,837 ) (2,421 ) $ 1,063 $ 2,199 September 30, 2020 September 30, 2019 Accrued liabilities: Accrued payroll and bonuses $ 4,178 $ 3,316 Accrued sales and use taxes 1,251 1,176 Accrued property taxes 270 191 Accrued rent — 604 Accrued gift card and escheatment liability 1,534 1,461 Accrued interest payable 280 181 Accrued accounts payable and bank overdrafts 3,818 591 Accrued professional fees 2,191 4,660 Customer deposits 169 240 Accrued expenses - other 1,131 564 $ 14,822 $ 12,984 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Future Amortization Expense Related to Intangible Assets | The following summarizes estimated future amortization expense related to intangible assets that have net balances: As of September 30, 2021 $ 423 2022 227 2023 201 2024 44 2025 29 Thereafter 139 $ 1,063 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Schedule of Long-term Debt | Notes Payable as of September 30, 2020 and 2019 consisted of the following: September 30, 2020 September 30, 2019 Bank of America Revolver Loan $ — $ 13 Encina Business Credit Revolver Loan 14,886 — Texas Capital Bank Revolver Loan 7,115 10,590 Crossroads Financial Revolver Loan 883 1,981 Encina Business Credit Term Loan 1,663 — Note Payable Comvest Term Loan 5,554 15,412 Note Payable to the Sellers of Vintage Stock 10,000 10,000 Note #1 Payable to Banc of America Leasing & Capital LLC 1,229 2,057 Note #3 Payable to Banc of America Leasing & Capital LLC 1,862 2,379 Note #4 Payable to Banc of America Leasing & Capital LLC 572 731 Note #5 Payable to Banc of America Leasing & Capital LLC 2,538 3,065 Note #6 Payable to Banc of America Leasing & Capital LLC 758 891 Note #7 Payable to Banc of America Leasing & Capital LLC 4,681 — Note #8 Payable to Banc of America Leasing & Capital LLC 3,091 — Equipment loans 2,900 — Note payable to the Sellers of Precision Marshall 2,500 — Note Payable to Store Capital Acquisitions, LLC 9,243 9,274 Payroll Protection Program 6,151 — 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 Note payable to individual, noninterest bearing, monthly payments of $19 through March 2023, unsecured 810 — Total notes payable 77,143 57,100 Less unamortized debt issuance costs (1,767 ) (1,384 ) Net amount 75,376 55,716 Less current portion (11,986 ) (7,897 ) Long-term portion $ 63,390 $ 47,819 |
Schedule of Future Maturities of Long-term Debt | Future maturities of long-term debt at September 30, 2020 are as follows excluding related party debt: Years ending September 30, 2021 $ 11,986 2022 13,678 2023 36,218 2024 2,256 2025 1,308 Thereafter 11,697 Total $ 77,143 |
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 % |
Bank of America Revolver Loan | |
Summary of Bank Revolver | The following tables summarize the BofA Revolver for the years ended and as of September 30, 2020 and 2019: During the year ended September 30, 2020 2019 Cumulative borrowing during the period $ 121,924 $ 87,771 Cumulative repayment during the period 123,073 95,358 Maximum borrowed during the period 11,347 8,071 Weighted average interest for the period 3.14 % 4.20 % As of September 30, 2020 2019 Total availability $ 21,732 $ 14,914 Total outstanding — 13 |
Encina Revolver Loans | |
Summary of Bank Revolver | The following tables summarize the Encina Revolver Loans for the period of July 14, 2020 to September 30, 2020 and as of September 30, 2020: During the period of July 14, 2020 through September 30, 2020 Cumulative borrowing during the period $ 22,088 Cumulative repayment during the period 7,203 Maximum borrowed during the period 14,920 Weighted average interest for the period 6.50 % As of September 30, 2020 Total availability $ 421 Total outstanding 14,886 |
Texas Capital Bank Revolver Loan | |
Summary of Bank Revolver | The following tables summarize the TCB Revolver for the years ended and as of September 30, 2020 and September 30, 2019: During the year ended September 30, 2020 2019 Cumulative borrowing during the period $ 66,362 $ 74,356 Cumulative repayment during the period 69,837 75,648 Maximum borrowed during the period 11,799 11,932 Weighted average interest for the period 3.29 % 4.55 % As of September 30, 2020 2019 Total availability $ 5,520 $ 1,410 Total outstanding 7,115 10,590 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Related Parties | Long-term debt, related parties as of September 30, 2020 and September 30, 2019 consisted of the following: September 30, 2020 September 30, 2019 JanOne Inc $ — $ 2,826 Isaac Capital Fund 2,000 2,000 Spriggs Investments, LLC 2,000 — Sellers of Lonesome Oak (Note 4) 1,297 — Total notes payable - related parties 5,297 4,826 Less current portion (1,297 ) — Long-term portion $ 4,000 $ 4,826 |
Schedule of Future Maturities of Notes | Future maturities of notes payable, related parties at September 30, 2020 are as follows: Years ending September 30, 2021 $ 1,297 2022 2,000 2023 — 2024 — 2025 2,000 Thereafter — Total $ 5,297 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrant Activity | The Company issued several notes in prior periods and converted them resulting in the issuance of Series B Convertible Preferred Stock warrants. The following table summarizes information about the Company’s warrants at September 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 September 30, 2020 118,029 $ 20.80 1.35 $ — |
Summary of Information Assuming Warrants are Exercised and Exchanged for Common Shares | As discussed in Note 9 Stockholders’ Equity, 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 Common Shares to be Issued Weighted Average Exercise Price Per Common Share 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 September 30, 2020 590,147 $ 4.16 1.35 $ 2,820 |
Summary of Warrants Outstanding and Exercisable | The exercise price for the Series B convertible preferred stock warrants outstanding and exercisable at September 30, 2020 is as follows: Series B Convertible Preferred Outstanding and Exercisable Number of Warrants Exercise Price 54,396 $ 16.60 17,857 16.80 12,383 24.30 33,393 28.50 118,029 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Share Based Compensation [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the years ended September 30, 2020 and 2019: 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 (31,250 ) Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Exercisable at September 30, 2019 168,084 $ 13.92 1.44 $ 27 Outstanding at September 30, 2019 200,418 $ 16.37 2.40 $ 27 Forfeited (81,250 ) Outstanding at September 30, 2020 119,168 $ 19.07 2.71 $ — Exercisable at September 30, 2020 95,001 $ 15.50 1.55 $ — |
Summary of Exercise Price for Stock Options Outstanding and Exercisable | The exercise price for stock options outstanding and exercisable at September 30, 2020 is as follows: Outstanding Exercisable Number of Exercise Number of Exercise Options Price Options 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 31.74 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 as of September 30, 2020: Average Number of Grant-Date Non-vested Shares Shares Fair Value Non-vested at September 30, 2019 36,334 $ 26.76 Vested (12,167 ) $ 23.23 Non-vested at September 30, 2020 24,167 $ 33.10 |
Income (Loss) Per Share (Tables
Income (Loss) Per Share (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) per Share | The following table presents the computation of basic and diluted net income (loss) per share: Years Ended September 30, 2020 2019 Basic Net income (loss) $ 10,927 $ (4,012 ) Less: preferred stock dividends (1 ) (1 ) Net income (loss) applicable to common stock $ 10,926 $ (4,013 ) Weighted average common shares outstanding 1,706,561 1,901,315 Basic income (loss) per share $ 6.40 $ (2.11 ) Diluted Net income (loss) applicable to common stock $ 10,926 $ (4,013 ) Add: preferred stock dividends 1 1 Net income (loss) applicable for diluted earnings per share $ 10,927 $ (4,012 ) Weighted average common shares outstanding 1,706,561 1,901,315 Add: Options 119,168 — Add: Series B Preferred Stock 1,071,220 — Add: Series B Preferred Stock Warrants 590,147 — Add: Series E Preferred Stock 47,840 — Assumed weighted average common shares outstanding 3,534,936 1,901,315 Diluted income (loss) per share $ 3.09 $ (2.11 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Schedule of Balance Sheet Detail Information | Balance Sheet information is as follows: September 30, 2020 September 30, 2019 Trade receivables, current, net: Accounts receivable, current $ 20,197 $ 12,641 Less: Reserve for doubtful accounts (76 ) (740 ) $ 20,121 $ 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 $ 20,393 $ 12,837 Less: Reserve for doubtful accounts (272 ) (936 ) $ 20,121 $ 11,901 September 30, 2020 September 30, 2019 Inventory, net Raw materials $ 13,175 $ 8,116 Work in progress 11,747 2,141 Finished goods 25,009 6,785 Merchandise 17,729 22,883 67,660 39,925 Less: Inventory reserves (3,135 ) (682 ) $ 64,525 $ 39,243 September 30, 2020 September 30, 2019 Property and equipment, net: Building and improvements $ 9,908 $ 10,827 Transportation equipment 480 82 Machinery and equipment 27,217 20,035 Furnishings and fixtures 2,908 2,741 Office, computer equipment and other 3,445 2,544 43,958 36,229 Less: Accumulated depreciation (13,582 ) (13,633 ) $ 30,376 $ 22,596 September 30, 2020 September 30, 2019 Intangible assets, net: Domain name and marketing related intangibles $ 90 $ 90 Lease intangibles — 1,033 Customer relationship intangibles 2,689 2,689 Purchased software 121 808 2,900 4,620 Less: Accumulated amortization (1,837 ) (2,421 ) $ 1,063 $ 2,199 September 30, 2020 September 30, 2019 Accrued liabilities: Accrued payroll and bonuses $ 4,178 $ 3,316 Accrued sales and use taxes 1,251 1,176 Accrued property taxes 270 191 Accrued rent — 604 Accrued gift card and escheatment liability 1,534 1,461 Accrued interest payable 280 181 Accrued accounts payable and bank overdrafts 3,818 591 Accrued professional fees 2,191 4,660 Customer deposits 169 240 Accrued expenses - other 1,131 564 $ 14,822 $ 12,984 |
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 year ended September 30, 2020: Beginning balance, September 30, 2019 $ 292 Warranties issued/accrued — Warranty settlements (86 ) Ending balance, September 30, 2020 $ 206 |
ApplianceSmart Inc | |
Schedule of Balance Sheet Detail Information | ApplianceSmart’s balance sheet as of September 30, 2020 is below. The debtor in possession assets and liabilities are primarily related to assets and liabilities incurred pre-petition and are subject to compromise. Assets Cash $ 134 Inventories, net 381 Prepaid expenses and other current assets 5 Total debtor in possession assets 520 Right of use asset - operating leases 715 Total assets $ 1,235 Liabilities and Stockholders' Equity Liabilities: Accounts payable $ 5,943 Accrued liabilities 3,459 Notes payable related parties , including current portion 2,826 Total debtor in possession liabilities 12,228 Accounts payable 152 Accrued liabilities 895 Lease liability, including current portion 738 Crossroads Financial Revolver Loan 858 Taxes payable 870 Other current obligations 14 Total liabilities 15,755 Stockholders' equity: Intercompany (2,358 ) Accumulated deficit (12,162 ) Total stockholders' equity (14,520 ) Total liabilities and stockholders' equity $ 1,235 |
Summary of Statement of Operations | ApplianceSmart’s statement of operations for the period of January 1, 2020 through September 30, 2020 is below: Revenues $ 2,748 Cost of revenues 1,538 Gross profit 1,210 Operating expenses: General and administrative expenses 1,596 Sales and marketing expenses 227 Total operating expenses 1,823 Operating loss (613 ) Other (expense) income: Interest expense, net (160 ) Gain on lease settlement, net 1,514 Other expense (243 ) Total other income, net 1,111 Net income $ 498 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Income Tax Expense | Income tax expense for the years ended September 30, 2020 and 2019 is as follows: Year Ended Year Ended September 30, 2020 September 30, 2019 Current expense: Federal $ — $ — State 887 237 887 237 Deferred expense: Federal 4,160 (1,024 ) State (84 ) (1,226 ) Change in valuation allowance (6 ) 388 4,070 (1,862 ) Total income tax expense $ 4,957 $ (1,625 ) |
Reconciliation between Effective and Statutory Income Tax Rates | A reconciliation of the differences between the effective and statutory income tax rates for years ended September 30, 2020 and 2019: Year Ended Year Ended September 30, 2020 September 30, 2019 Federal statutory rates 21.0 % 21.0 % State income taxes, net of federal benefit 3.1 % 11.3 % Permanent differences 1.5 % -0.9 % Bargain gain - purchase accounting (2.0 )% — Property & equipment adjustment 7.4 % (0.5 )% Federal carryforward attributes trued up — 4.8 % Change in valuation allowance — -6.9 % Other 0.7 % — Effective rate 31.7 % 28.8 % |
Schedule of Deferred Income Tax Assets and Liabilities | At September 30, 2020 and 2019, deferred income tax assets and liabilities were comprised of: September 30, 2020 September 30, 2019 Deferred income tax assets (liabilities): Allowance for bad debts $ 247 $ 352 Accrued expenses — 223 Inventory 1,201 466 Accrued compensation 120 87 Net operating loss 2,429 5,205 Disallowed interest carryforward — 1,049 Tax credits 489 27 Stock compensation 2,290 2,232 Intangibles (1,753 ) (1,142 ) Property & equipment (5,476 ) (2,906 ) Right of use assets (8,341 ) — Lease liabilities 9,525 — Payroll protection program loans 1,335 — Other 51 5 Less: Valuation allowance (1,096 ) (729 ) Total deferred income tax asset $ 1,021 $ 4,869 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Summary of Segment Information | The following tables summarize segment information for the years ended September 30, 2020 and 2019: Year Ended Year Ended September 30, 2020 September 30, 2019 % of % of Total Net Revenue Total Revenue Net Revenue Total Revenue Retail Movies, Music, Games and Other $ 69,602 36.3 % $ 76,961 39.8 % Appliance 3,961 2.1 % 23,740 12.3 % Flooring manufacturing 109,642 57.2 % 91,951 47.6 % Steel manufacturing 7,962 4.2 % — 0.0 % Corporate and other 553 0.3 % 636 0.3 % Total Revenue $ 191,720 100.0 % $ 193,288 100.0 % Year Ended September 30, 2020 2019 Revenues Retail $ 73,563 $ 100,701 Flooring Manufacturing 109,642 91,951 Steel Manufacturing 7,962 — Corporate & Other 553 636 $ 191,720 $ 193,288 Gross profit Retail $ 40,779 $ 45,154 Flooring Manufacturing 32,857 25,122 Steel Manufacturing 1,164 — Corporate & Other 518 597 $ 75,317 $ 70,873 Operating income (loss) Retail $ 8,737 $ (9,074 ) Flooring Manufacturing 16,082 11,735 Steel Manufacturing 172 — Corporate & Other (4,569 ) 595 $ 20,422 $ 3,256 Depreciation and amortization Retail $ 1,779 $ 2,816 Flooring Manufacturing 3,564 2,583 Steel Manufacturing 450 — Corporate & Other 70 274 $ 5,862 $ 5,673 Interest expense, net Retail $ 3,008 $ 4,543 Flooring Manufacturing 1,812 1,681 Steel Manufacturing 260 — Corporate & Other 174 91 $ 5,254 $ 6,315 Income before provision for income taxes Retail $ 5,596 $ (12,313 ) Flooring Manufacturing 17,509 11,026 Steel Manufacturing (908 ) — Corporate & Other (6,581 ) (4,350 ) $ 15,616 $ (5,637 ) |
Background and Basis of Prese_2
Background and Basis of Presentation - Additional Information (Details) | 12 Months Ended |
Sep. 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) | 12 Months Ended | |
Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Minimum annual commission due in factoring, per contract year | $ 112,000 | |
Allowance for doubtful accounts | 272,000 | $ 936,000 |
Allowance for inventory reserves | 3,135,000 | 682,000 |
Depreciation expense | 5,128,000 | 4,104,000 |
Goodwill impairment | 0 | 0 |
Intangible amortization expense | 605,000 | 1,569,000 |
Warranty reserve | 206,000 | |
Breakage income related from gift cards | 75,000 | 369,000 |
Advertising Expense | $ 305,000 | 1,676,000 |
Lease expiration period | various dates through 2040 | |
Number of operating segments | Segment | 3 | |
Federal Deposit Insurance Corporation insured amount | $ 250,000 | |
Customer Lists | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 20 years | |
Trade Names | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | 20 years | |
Leases | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Useful lives of intangible assets | over the life of the lease | |
Retail and Online | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Allowance for inventory reserves | $ 3,135,000 | $ 682,000 |
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 ($) $ in Thousands | Jul. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Operating Leased Assets [Line Items] | ||||
Weighted average remaining lease term | 9 years 2 months 12 days | 9 years 2 months 12 days | ||
Weighted average discount rate | 6.90% | 6.90% | ||
Total cash payments | $ 8,116 | |||
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. | |||
Operating lease right of use assets | $ 30,894 | $ 30,894 | ||
Operating lease liabilities | 37,269 | 37,269 | ||
Gain on lease settlement, net | 307 | $ 0 | ||
ApplianceSmart Inc | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease right of use assets | 715 | 715 | ||
Gain on lease settlement, net | 1,514 | 921 | ||
Impairment charges | $ 614 | |||
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. | |||
Operating lease right of use assets | $ 1,075 | |||
Operating lease liabilities | $ 1,075 | |||
Lonesome Oak and Precision | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease right of use assets | 12,564 | $ 12,564 | ||
Operating lease liabilities | $ 15,800 | $ 15,800 |
Leases - Schedule of Right of U
Leases - Schedule of Right of Use Assets and Lease Liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
Right of use asset - operating leases | $ 30,894 |
Current | 7,176 |
Long term | $ 28,101 |
Leases - Schedule of Present Va
Leases - Schedule of Present Value of Future Lease Payments (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 9,155 |
2022 | 7,422 |
2023 | 5,572 |
2024 | 4,196 |
2025 | 3,152 |
Thereafter | 16,133 |
Total | 45,631 |
Less implied interest | (8,362) |
Present value of payments | $ 37,269 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 14, 2020 | Nov. 01, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 37,754 | $ 36,947 | ||
Bargain purchase gain | 1,507 | $ 0 | ||
Precision Industries, Inc. | ||||
Business Acquisition [Line Items] | ||||
Business combination, transaction value | $ 31,475 | |||
Business combination, Holdback amount | $ (2,500) | |||
Date of merger agreement | Jul. 14, 2020 | |||
Percentage of issued and outstanding shares | 100.00% | |||
Bargain purchase gain | $ 1,507 | |||
Lonesome Oak | ||||
Business Acquisition [Line Items] | ||||
Business combination, Holdback amount | $ (1,450) | |||
Goodwill | 807 | |||
Business combination hold back amount due to unrecorded liabilities | $ 1,297 | |||
Marquis | Lonesome Oak | ||||
Business Acquisition [Line Items] | ||||
Business combination, transaction value | 2,000 | |||
Business combination, debt | 12,500 | |||
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 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill and Bargain Purchase Gain (Detail) - USD ($) $ in Thousands | Jul. 14, 2020 | Nov. 01, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Combination Segment Allocation [Line Items] | ||||
Goodwill | $ 37,754 | $ 36,947 | ||
Gain on bargain purchase of acquisition | $ (1,507) | $ 0 | ||
Precision Industries, Inc. | ||||
Business Combination Segment Allocation [Line Items] | ||||
Total purchase price | $ 5,500 | |||
Less fair value of the holdback option | (2,500) | |||
Net purchase | 3,000 | |||
Accounts payable | 3,116 | |||
Accrued liabilities | 583 | |||
Lease liabilities | 8,109 | |||
Debt | 23,022 | |||
Total liabilities assumed | 34,830 | |||
Total consideration | 37,830 | |||
Cash | 1,159 | |||
Accounts receivable, net | 2,814 | |||
Inventory | 24,005 | |||
Property, plant and equipment, net | 6,048 | |||
Right of use assets | 4,873 | |||
Other assets | 438 | |||
Total assets acquired | 39,337 | |||
Gain on bargain purchase of acquisition | $ (1,507) | |||
Lonesome Oak | ||||
Business Combination Segment Allocation [Line Items] | ||||
Total purchase price | $ 2,000 | |||
Less fair value of the holdback option | (1,450) | |||
Net purchase | 550 | |||
Accounts payable | 7,188 | |||
Accrued liabilities | 1,514 | |||
Debt | 13,879 | |||
Total liabilities assumed | 22,581 | |||
Total consideration | 23,131 | |||
Cash | 40 | |||
Accounts receivable, net | 4,838 | |||
Inventory | 13,826 | |||
Property, plant and equipment, net | 3,485 | |||
Other assets | 135 | |||
Total assets acquired | 22,324 | |||
Goodwill | $ 807 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed Within Fair Value Hierarchy (Detail) - USD ($) $ in Thousands | Jul. 14, 2020 | Nov. 01, 2019 |
Precision Industries, Inc. | ||
Business Combination Segment Allocation [Line Items] | ||
Cash | $ 1,159 | |
Accounts receivable, net | 2,814 | |
Inventory | 24,005 | |
Property, plant and equipment, net | 6,048 | |
Right of use assets | 4,873 | |
Other assets | 438 | |
Accounts payable | 3,116 | |
Accrued liabilities | 583 | |
Lease liabilities | 8,109 | |
Debt | 23,022 | |
Level 1 | Precision Industries, Inc. | ||
Business Combination Segment Allocation [Line Items] | ||
Cash | 1,159 | |
Accounts receivable, net | 2,814 | |
Other assets | 438 | |
Accounts payable | 3,116 | |
Accrued liabilities | 583 | |
Level 2 and 3 | Precision Industries, Inc. | ||
Business Combination Segment Allocation [Line Items] | ||
Inventory | 24,005 | |
Property, plant and equipment, net | 6,048 | |
Right of use assets | 4,873 | |
Lease liabilities | 8,109 | |
Debt | $ 23,022 | |
Lonesome Oak | ||
Business Combination Segment Allocation [Line Items] | ||
Cash | $ 40 | |
Accounts receivable, net | 4,838 | |
Inventory | 13,826 | |
Property, plant and equipment, net | 3,485 | |
Other assets | 135 | |
Accounts payable | 7,188 | |
Accrued liabilities | 1,514 | |
Debt | 13,879 | |
Lonesome Oak | Level 1 | ||
Business Combination Segment Allocation [Line Items] | ||
Cash | 40 | |
Accounts receivable, net | 4,838 | |
Other assets | 135 | |
Accounts payable | 7,188 | |
Accrued liabilities | 1,514 | |
Lonesome Oak | Level 2 and 3 | ||
Business Combination Segment Allocation [Line Items] | ||
Inventory | 13,826 | |
Property, plant and equipment, net | 3,485 | |
Debt | $ 13,879 |
Balance Sheet Detail Informat_3
Balance Sheet Detail Information - Schedule of Balance Sheet Detail Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Trade receivables, current, net: | ||
Accounts receivable, current | $ 20,197 | $ 12,641 |
Less: Reserve for doubtful accounts | (76) | (740) |
Trade receivables, current, net | 20,121 | 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 | 20,393 | 12,837 |
Less: Reserve for doubtful accounts | (272) | (936) |
Total trade receivables, net | 20,121 | 11,901 |
Inventory, net | ||
Raw materials | 13,175 | 8,116 |
Work in progress | 11,747 | 2,141 |
Finished goods | 25,009 | 6,785 |
Merchandise | 17,729 | 22,883 |
Total inventory, gross | 67,660 | 39,925 |
Less: Inventory reserves | (3,135) | (682) |
Total inventory, net | 64,525 | 39,243 |
Property and equipment, net: | ||
Property and equipment, gross | 43,958 | 36,229 |
Less: Accumulated depreciation | (13,582) | (13,633) |
Property and equipment, net | 30,376 | 22,596 |
Intangible assets, net: | ||
Intangible assets, gross | 2,900 | 4,620 |
Less: Accumulated amortization | (1,837) | (2,421) |
Intangible assets, net | 1,063 | 2,199 |
Accrued liabilities: | ||
Accrued payroll and bonuses | 4,178 | 3,316 |
Accrued sales and use taxes | 1,251 | 1,176 |
Accrued property taxes | 270 | 191 |
Accrued rent | 604 | |
Accrued gift card and escheatment liability | 1,534 | 1,461 |
Accrued interest payable | 280 | 181 |
Accrued accounts payable and bank overdrafts | 3,818 | 591 |
Accrued professional fees | 2,191 | 4,660 |
Customer deposits | 169 | 240 |
Accrued expenses - other | 1,131 | 564 |
Total accrued liabilities | 14,822 | 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 | 121 | 808 |
Building and Improvements | ||
Property and equipment, net: | ||
Property and equipment, gross | 9,908 | 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 | 27,217 | 20,035 |
Furnishings and Fixtures | ||
Property and equipment, net: | ||
Property and equipment, gross | 2,908 | 2,741 |
Office, Computer Equipment and Other | ||
Property and equipment, net: | ||
Property and equipment, gross | $ 3,445 | $ 2,544 |
Balance sheet Detail Informat_4
Balance sheet Detail Information - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Balance Sheet Detail Information [Line Items] | ||
Inventories, net | $ 64,525 | $ 39,243 |
Accrued liabilities | 14,822 | $ 12,984 |
ApplianceSmart Inc | ||
Balance Sheet Detail Information [Line Items] | ||
Inventories, net | 381 | |
Debtor in Possession Assets | ApplianceSmart Inc | ||
Balance Sheet Detail Information [Line Items] | ||
Inventories, net | 381 | |
Debtor in Possession Liabilities | ApplianceSmart Inc | ||
Balance Sheet Detail Information [Line Items] | ||
Accrued liabilities | $ 2,990 |
Intangibles - Additional Inform
Intangibles - Additional Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Impairment charge of lease intangibles | $ 525,000 | $ 3,222,000 |
ApplianceSmart Inc | Customer Lists and Trade Names Intangible Asset [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Impairment charge of lease intangibles | $ 0 | $ 3,222,000 |
Intangibles - Future Amortizati
Intangibles - Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2021 | $ 423 | |
2022 | 227 | |
2023 | 201 | |
2024 | 44 | |
2025 | 29 | |
Thereafter | 139 | |
Intangible assets, net | $ 1,063 | $ 2,199 |
Long Term Debt - Schedule of Lo
Long Term Debt - Schedule of Long-term Debt (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Net amount | $ 75,376,000 | $ 55,716,000 |
Less current portion | (11,986,000) | (7,897,000) |
Long-term debt, net of current portion | 63,390,000 | 47,819,000 |
Note payable to individual | ||
Debt Instrument [Line Items] | ||
Total Debt | 207,000 | 207,000 |
Note payable to individual 2 | ||
Debt Instrument [Line Items] | ||
Total Debt | 500,000 | 500,000 |
Note payable to individual 3 | ||
Debt Instrument [Line Items] | ||
Total Debt | 810,000 | |
Comvest Term Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 5,554,000 | 15,412,000 |
Note Payable to the Sellers of Vintage Stock | ||
Debt Instrument [Line Items] | ||
Total Debt | 10,000,000 | 10,000,000 |
Note #1 to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 1,229,000 | 2,057,000 |
Note #3 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 1,862,000 | 2,379,000 |
Note #4 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 572,000 | 731,000 |
Note #5 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 2,538,000 | 3,065,000 |
Note #6 Payable to Bank of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 758,000 | 891,000 |
Note #7 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 4,681,000 | |
Note #8 Payable to Banc of America Leasing & Capital | ||
Debt Instrument [Line Items] | ||
Total Debt | 3,091,000 | |
Equipment Loans | ||
Debt Instrument [Line Items] | ||
Total Debt | 2,900,000 | |
Note Payable to the Sellers of Precision Marshall | ||
Debt Instrument [Line Items] | ||
Total Debt | 2,500,000 | |
Note Payable to Store Capital Acquisitions | ||
Debt Instrument [Line Items] | ||
Total Debt | 9,243,000 | 9,274,000 |
Payroll Protection Program | ||
Debt Instrument [Line Items] | ||
Total Debt | 6,151,000 | |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Total Debt | 77,143,000 | 57,100,000 |
Less unamortized debt issuance costs | (1,767,000) | (1,384,000) |
Bank of America Revolver Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 13,000 | |
Encina Business Credit Revolver Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 14,886,000 | |
Texas Capital Bank Revolver Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 7,115,000 | 10,590,000 |
Crossroads Financial Revolver Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | 883,000 | $ 1,981,000 |
Encina Business Credit Term Loan | ||
Debt Instrument [Line Items] | ||
Total Debt | $ 1,663,000 |
Long Term Debt - Schedule of _2
Long Term Debt - Schedule of Long-term Debt (Parenthetical) (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Note payable to individual | |
Debt Instrument [Line Items] | |
Debt interest rate description | 11% per annum |
Collateral | unsecured |
Note payable to individual 2 | |
Debt Instrument [Line Items] | |
Debt interest rate description | 10% per annum |
Collateral | unsecured |
Note payable to individual 3 | |
Debt Instrument [Line Items] | |
Collateral | unsecured |
Debt periodic payment | $ 19 |
Long Term Debt - Schedule of Fu
Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) - Notes Payable - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
2021 | $ 11,986 | |
2022 | 13,678 | |
2023 | 36,218 | |
2024 | 2,256 | |
2025 | 1,308 | |
Thereafter | 11,697 | |
Total | $ 77,143 | $ 57,100 |
Long-Term Debt - Bank of Americ
Long-Term Debt - Bank of America Revolver Loan - Additional Information (Details) - USD ($) | Jan. 31, 2020 | Sep. 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) | 12 Months Ended |
Sep. 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 | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Bank of America Revolver Loan | |||
Debt Instrument [Line Items] | |||
Cumulative borrowing during the period | $ 121,924 | $ 87,771 | |
Cumulative repayment during the period | 123,073 | 95,358 | |
Maximum borrowed during the period | $ 11,347 | $ 8,071 | |
Weighted average interest for the period | 3.14% | 4.20% | |
Total availability | $ 21,732 | $ 21,732 | $ 14,914 |
Total outstanding | 13 | ||
Encina Revolver Loans | |||
Debt Instrument [Line Items] | |||
Cumulative borrowing during the period | 22,088 | ||
Cumulative repayment during the period | 7,203 | ||
Maximum borrowed during the period | $ 14,920 | ||
Weighted average interest for the period | 6.50% | ||
Total availability | $ 421 | 421 | |
Total outstanding | 14,886 | 14,886 | |
Texas Capital Bank Revolver Loan | |||
Debt Instrument [Line Items] | |||
Cumulative borrowing during the period | 66,362 | 74,356 | |
Cumulative repayment during the period | 69,837 | 75,648 | |
Maximum borrowed during the period | $ 11,799 | $ 11,932 | |
Weighted average interest for the period | 3.29% | 4.55% | |
Total availability | 5,520 | $ 5,520 | $ 1,410 |
Total outstanding | $ 7,115 | $ 7,115 | $ 10,590 |
Long-term Debt - Loan With Enci
Long-term Debt - Loan With Encina Business Credit, LLC - Additional Information (Details) | Jul. 14, 2020USD ($)Borrower | Jul. 14, 2023USD ($) | Jan. 31, 2021 | Sep. 30, 2020 |
Encina Business Credit, LLC | ||||
Debt Instrument [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%. | |||
Maturity date | Jul. 14, 2023 | |||
Debt periodic payment | $ 29,000 | |||
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% | |||
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 | ||||
Debt Instrument [Line Items] | ||||
Interest rate during period | 5.50% | |||
Early termination fee | $ 0 | |||
Encina Business Credit, LLC | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rate during period | 4.50% | |||
Encina Business Credit, LLC | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rate during period | 5.50% | |||
Precision Industries, Inc. | ||||
Debt Instrument [Line Items] | ||||
Percentage of issued and outstanding shares | 100.00% | |||
Precision Industries, Inc. | Encina Business Credit, LLC | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Percentage of issued and outstanding shares | 100.00% | |||
Encina Loans | Encina Business Credit, LLC | Loan Agreement | ||||
Debt Instrument [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 | LIBOR | ||||
Debt Instrument [Line Items] | ||||
LIBOR floor rate | 1.00% | |||
Term Loan | Encina Business Credit, LLC | ||||
Debt Instrument [Line Items] | ||||
Interest rate at period end | 6.50% | |||
Accounts Receivable | Encina Loans | Encina Business Credit, LLC | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Percentage of eligible accounts receivable | 85.00% | |||
Number of borrowers | Borrower | 2 | |||
Inventory | Encina Loans | Encina Business Credit, LLC | Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Percentage of eligible accounts receivable | 85.00% | |||
Number of borrowers | Borrower | 2 |
Long-Term Debt - Texas Capital
Long-Term Debt - Texas Capital Bank Revolver Loan - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2020USD ($)Lease | Nov. 03, 2016USD ($) | |
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, 2023 | |||
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 - Crossroads Rev
Long-Term Debt - Crossroads Revolver - Additional Information (Details) - Crossroads Financial Revolver Loan - USD ($) | Mar. 15, 2019 | Sep. 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% | |||
Credit line maturity date | Mar. 15, 2021 | |||
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 | |||
Loan outstanding | $ 883,000 | $ 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, 2018USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2020USD ($)Location | Sep. 30, 2018 |
Debt Instrument [Line Items] | ||||||||
Senior leverage ratio | 200.00% | |||||||
Debt instrument covenant minimum EBITDA on trailing twelve-month basis | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||
Capital expenditures due current | $ 2,000,000 | |||||||
Capital expenditures due year two | 1,750,000 | |||||||
Capital expenditures due year three | 1,500,000 | |||||||
Capital expenditures due thereafter | $ 1,500,000 | |||||||
Number of retail location | Location | 3 | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior leverage ratio | 200.00% | |||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior leverage ratio | 200.00% | |||||||
Number of retail location | Location | 5 | |||||||
Store Sales Percentage | 5.50% | |||||||
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 | |||||||
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% | |||||||
Senior leverage ratio | 200.00% | |||||||
Comvest Term Loan | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit line weighted average interest rate | 9.50% | |||||||
Senior secured leverage ratio | 150.00% | |||||||
Percentage of excess cash flow | 100.00% | |||||||
Prepayment premium | 5.00% | |||||||
Comvest Term Loan | Maximum | Scenario Forecast | ||||||||
Debt Instrument [Line Items] | ||||||||
Senior leverage ratio | 200.00% | 200.00% |
Long-Term Debt - Note Payable t
Long-Term Debt - Note Payable to the Sellers of Vintage Stock - 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 - Equipment Loan
Long-Term Debt - Equipment Loans - Additional Information (Details) - Marquis | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Note #1 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 5,000,000 |
Debt maturity date | Sep. 30, 2021 |
Debt periodic frequency | 59 monthly payments |
Debt periodic payment | $ 84,000 |
Debt initial payment date | Sep. 30, 2016 |
Debt final payment | $ 584,000 |
Debt stated interest rate | 3.90% |
Note #2 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 2,210,000 |
Debt maturity date | Jan. 31, 2022 |
Debt periodic frequency | 59 monthly payments |
Debt periodic payment | $ 35,000 |
Debt initial payment date | Jan. 31, 2017 |
Debt final payment | $ 477,000 |
Debt stated interest rate | 4.60% |
Note #3 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 3,680,000 |
Debt maturity date | Dec. 31, 2023 |
Debt periodic frequency | 84 monthly payments |
Debt periodic payment | $ 52,000 |
Debt initial payment date | Jan. 31, 2017 |
Debt stated interest rate | 4.80% |
Note #4 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 1,095,000 |
Debt maturity date | Dec. 31, 2023 |
Debt periodic frequency | 81 monthly payments |
Debt periodic payment | $ 16,000 |
Debt initial payment date | Apr. 30, 2017 |
Debt stated interest rate | 4.90% |
Note #5 Payable to Bank of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 3,932,000 |
Debt maturity date | Dec. 31, 2024 |
Debt periodic frequency | 84 monthly payments |
Debt periodic payment | $ 55,000 |
Debt initial payment date | Jan. 31, 2018 |
Debt stated interest rate | 4.70% |
Note #6 Payable to Bank of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 913,000 |
Debt maturity date | Jul. 31, 2024 |
Debt periodic frequency | 60 monthly payments |
Debt periodic payment | $ 14,000 |
Debt initial payment date | Aug. 31, 2019 |
Debt final payment | $ 197,000 |
Debt stated interest rate | 4.70% |
Note #7 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 5,000,000 |
Debt maturity date | Feb. 28, 2027 |
Debt periodic frequency | 84 monthly payments |
Debt periodic payment | $ 59,000 |
Debt initial payment date | Mar. 31, 2020 |
Debt final payment | $ 809,000 |
Debt stated interest rate | 3.20% |
Note #8 Payable to Banc of America Leasing & Capital | |
Debt Instrument [Line Items] | |
Debt face amount | $ 3,369,000 |
Debt maturity date | Sep. 30, 2027 |
Debt periodic frequency | 84 monthly payments |
Debt periodic payment | $ 46,000 |
Debt initial payment date | Oct. 31, 2020 |
Debt stated interest rate | 4.00% |
Long-Term Debt - Lonesome Oak E
Long-Term Debt - Lonesome Oak Equipment Loan - Additional Information (Details) - Lonesome Oak - Extruded Fibers Inc. $ in Thousands | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Debt Instrument [Line Items] | |
Debt periodic frequency | payable monthly in the amount of $100 for 36 months |
Debt periodic payment | $ 3,600 |
Debt periodic payment, principal | $ 100 |
Debt initial payment date | Mar. 31, 2020 |
Debt maturity date | Mar. 3, 2023 |
Long-Term Debt - Note Payable_2
Long-Term Debt - Note Payable to Store Capital Acquisitions, LLC - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||
Proceeds from note payable | $ 4,768 | $ 913 |
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 | |
Debt stated interest rate | 9.30% | |
Maturity date | Jun. 13, 2056 | |
Debt instrument prepayment penalties percentage | For the first five years of the note payable, there is a pre-payment penalty of 5%, which declines by 1% for each year the loan remains un-paid for the next five years. At the end of ten years, there is no pre-payment penalty. | |
Debt issuance costs | $ 458 |
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 - Precision PPP
Long-Term Debt - Precision PPP Loan - Additional Information (Details) - Precision Industries, Inc. - Citizens Bank N A - PPP loan - CARES Act $ in Thousands | Apr. 27, 2020USD ($) |
Debt Instrument [Line Items] | |
Debt face amount | $ 1,382 |
Debt stated interest rate | 1.00% |
Debt instrument, term | 2 years |
Notes Payable, Related Partie_2
Notes Payable, Related Parties - Schedule of Long-term Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 5,297 | $ 4,826 |
Less current portion | (1,297) | 0 |
Notes payable related parties, net of current portion | 4,000 | 4,826 |
JanOne Inc. | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | 0 | 2,826 |
Isaac Capital Fund | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | 2,000 | 2,000 |
Spriggs Investments, LLC | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | 2,000 | 0 |
Sellers of Lonesome Oak | ||
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 1,297 | $ 0 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties - Schedule of Future Maturities of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||
Total notes payable - related parties | $ 5,297 | $ 4,826 |
Notes Payable, Related Parties | ||
Debt Instrument [Line Items] | ||
Future maturity 2021 | 1,297 | |
Future maturity 2022 | 2,000 | |
Future maturity 2023 | 0 | |
Future maturity 2024 | 0 | |
Future maturity 2025 | 2,000 | |
Future maturity thereafter | 0 | |
Total notes payable - related parties | $ 5,297 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Jul. 10, 2020 | Apr. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Loan outstanding | $ 5,297,000 | $ 4,826,000 | ||||
Spriggs Investments, LLC | Spriggs Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Loan maximum borrowing amount | $ 2,000,000 | |||||
Maturity date | Jul. 10, 2022 | |||||
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 | $ 100,000 | |||||
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 | ||||
Isaac Capital Group, LLC | Revolving line of credit | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Apr. 30, 2023 | |||||
Interest rate | 10.00% | |||||
Credit line maximum | $ 1,000,000 | |||||
Amount drawn | 0 | |||||
Isaac Capital Group, LLC | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of capital stock outstanding | 46.20% | |||||
Isaac Capital Group, LLC | Jon Isaac | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of capital stock outstanding | 54.00% | |||||
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 | |||||
ApplianceSmart Note | Debtor in Possession Liabilities | ||||||
Debt Instrument [Line Items] | ||||||
Loan outstanding | $ 2,826,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Jan. 07, 2014shares | |
Class Of Stock [Line Items] | |||
Accrued dividends | $ | $ 1 | $ 1 | |
Common stock, shares issued | 1,589,101 | 1,826,009 | |
Common stock, shares outstanding | 1,589,101 | 1,826,009 | |
Treasury stock purchased, shares | 236,908 | 119,238 | |
Payment for treasury stock | $ | $ 1,660 | $ 888 | |
2014 Omnibus Equity Incentive Plan | |||
Class Of Stock [Line Items] | |||
Common stock reserved for issuance | 300,000 | ||
Series B Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, issued | 214,244 | 214,244 | |
Preferred stock, outstanding | 214,244 | 214,244 | |
Dividends declared per share by board of directors | $ / shares | $ 1 | ||
Stockholders' equity, conversion ratio | 5 | ||
Series E Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, issued | 47,840 | 77,840 | |
Preferred stock, outstanding | 47,840 | 77,840 | |
Repurchased shares of preferred stock | 30,000 | ||
Aggregate purchase price of convertible preferred stock | $ | $ 3 | ||
Preferred stock, dividend rate | 5.00% | ||
Preferred stock, liquidation preference per share | $ / shares | $ 0.30 | $ 0.30 | |
Preferred stock conversion ratio | 0.005 | ||
Preferred stock, conversion price per share | $ / shares | $ 85.50 | ||
Accrued dividends | $ | $ 2 | $ 1 |
Warrants - Summary of Warrant A
Warrants - Summary of Warrant Activity (Details) - Series B Convertible Preferred Stock Warrants - $ / shares | 12 Months Ended | |
Sep. 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 4 months 6 days | 6 months 10 days |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ in Thousands | Jan. 16, 2018 | Dec. 27, 2016 | Sep. 30, 2020 | Sep. 30, 2019 |
Class Of Warrant Or Right [Line Items] | ||||
Stock based compensation expense | $ 86 | $ 142 | ||
Series B Convertible Preferred Stock Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of common shares into which each warrant may be exchanged | 5 | |||
Warrants additional extended expiration period | 2 years | |||
Stock based compensation expense | $ 462 | $ 128 | ||
Series B Convertible Preferred Warrants Expires on September 10, 2017 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 10,914 | |||
Expiration date | Sep. 10, 2017 | |||
Series B Convertible Preferred Warrants Expires on December 11, 2017 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 12,383 | |||
Expiration date | Dec. 11, 2017 | |||
Series B Convertible Preferred Warrants Expires on March 27, 2018 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 54,396 | |||
Expiration date | Mar. 27, 2018 | |||
Series B Convertible Preferred Warrants Expires on March 28, 2018 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 17,857 | |||
Expiration date | Mar. 28, 2018 | |||
Series B Convertible Preferred Warrants Expires on December 3, 2019 | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of warrants outstanding | 22,479 | |||
Expiration date | Dec. 3, 2019 |
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 | 12 Months Ended | |
Sep. 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 4 months 6 days | 6 months 10 days |
Outstanding and Exercisable, Intrinsic Value | $ 2,820 | $ 2,602 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Outstanding and Exercisable (Details) - $ / shares | Sep. 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 and exercisable | 54,396 | |
Warrants exercise price, outstanding and exercisable | $ 16.60 | |
Series B Convertible Preferred Warrants Exercise Price $16.80 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding and exercisable | 17,857 | |
Warrants exercise price, outstanding and exercisable | $ 16.80 | |
Series B Convertible Preferred Warrants Exercise Price $24.30 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding and exercisable | 12,383 | |
Warrants exercise price, outstanding and exercisable | $ 24.30 | |
Series B Convertible Preferred Warrants Exercise Price $28.50 | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding and exercisable | 33,393 | |
Warrants exercise price, outstanding and exercisable | $ 28.50 | |
Series B Convertible Preferred Stock Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrants outstanding and exercisable | 118,029 | 118,029 |
Warrants exercise price, outstanding and exercisable | $ 20.80 | $ 20.80 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | |
Number of Shares | |||
Outstanding, beginning balance | 200,418 | 231,668 | |
Forfeited | (81,250) | (31,250) | |
Outstanding, ending balance | 119,168 | 200,418 | 231,668 |
Exercisable | 95,001 | 168,084 | |
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 8 months 15 days | 2 years 4 months 24 days | 3 years 14 days |
Exercisable | 1 year 6 months 18 days | 1 year 5 months 8 days | |
Intrinsic value outstanding balance | $ 27 | $ 163 | |
Exercisable | $ 27 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 86 | $ 142 |
Unrecognized compensation expense | $ 59 | |
Stock Option | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock options, granted | 0 | 0 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Exercise Price for Stock Options Outstanding and Exercisable (Details) - $ / shares | Sep. 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 | 168,084 | |
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 | $ 31.74 | ||
$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) | 12 Months Ended |
Sep. 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 |
Income (Loss) Per Share - Compu
Income (Loss) Per Share - Computation of Basic and Diluted Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Basic | ||
Net income (loss) | $ 10,927 | $ (4,012) |
Less: preferred stock dividends | (1) | (1) |
Net income (loss) applicable to common stock | $ 10,926 | $ (4,013) |
Weighted average common shares outstanding | 1,706,561 | 1,901,315 |
Basic income (loss) per share | $ 6.40 | $ (2.11) |
Diluted | ||
Net income (loss) applicable to common stock | $ 10,926 | $ (4,013) |
Add: preferred stock dividends | 1 | 1 |
Net income (loss) applicable for diluted earnings per share | $ 10,927 | $ (4,012) |
Weighted average common shares outstanding | 1,706,561 | 1,901,315 |
Add: Options | 119,168 | |
Assumed weighted average common shares outstanding | 3,534,936 | 1,901,315 |
Diluted income (loss) per share | $ 3.09 | $ (2.11) |
Series B Preferred Stock | ||
Diluted | ||
Add: Preferred Stock | 1,071,220 | |
Series B Preferred Stock Warrants | ||
Diluted | ||
Add: Preferred Stock | 590,147 | |
Series E Preferred Stock | ||
Diluted | ||
Add: Preferred Stock | 47,840 |
Income (Loss) Per Share - Addit
Income (Loss) Per Share - Additional Information (Details) - shares | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 1,939,603 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | Jul. 10, 2020USD ($) | Apr. 22, 2020USD ($) | Apr. 09, 2020USD ($) | Dec. 03, 2019 | Mar. 28, 2018shares | Mar. 27, 2018shares | Jan. 16, 2018 | Dec. 11, 2017shares | Sep. 10, 2017shares | Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||||
Loan outstanding | $ 5,297,000 | $ 4,826,000 | |||||||||||
Spriggs Investments, LLC | Spriggs Promissory Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan maximum borrowing amount | $ 2,000,000 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Maturity date | Jul. 10, 2022 | ||||||||||||
Debt initial payment date | Jul. 31, 2020 | ||||||||||||
Debt pre payment date | Dec. 10, 2020 | ||||||||||||
Fee payment terminated on or after to maturity date | $ 100,000 | ||||||||||||
ApplianceSmart Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan maximum borrowing amount | $ 6,500,000 | ||||||||||||
Interest rate | 5.00% | ||||||||||||
Maturity date | Apr. 1, 2021 | ||||||||||||
Loan outstanding | $ 2,826,000 | ||||||||||||
Percentage of outstanding principal amount repaid | 10.00% | ||||||||||||
Debt periodic frequency | quarterly | ||||||||||||
Cash paid purchase price | $ 2,581,000 | ||||||||||||
Series B Convertible Preferred Stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of warrants, outstanding | shares | 17,857 | 54,396 | 12,383 | 10,914 | |||||||||
Expiration date | Mar. 28, 2018 | Mar. 27, 2018 | Dec. 11, 2017 | Sep. 10, 2017 | |||||||||
Extended term of warrant agreement | 2 years | 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 | |||||||||||
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 | ||||||||||||
Interest rate | 12.50% | ||||||||||||
Maturity date | Jan. 31, 2021 | ||||||||||||
Loan outstanding | $ 2,000,000 | 2,000,000 | |||||||||||
JanOne Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan outstanding | $ 0 | 2,826,000 | |||||||||||
JanOne Inc. | Rent Income | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Rentable square feet of office space | ft² | 9,900 | ||||||||||||
Square feet of total office space | ft² | 16,500 | ||||||||||||
Related party income from rent and other common area reimbursed expenses | $ 182,000 | $ 176,000 | |||||||||||
Rodney Spriggs | Vintage Stock Purchase | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Date of acquisition agreement | Nov. 3, 2016 | ||||||||||||
Percentage of holds interest | 41.00% | ||||||||||||
Business combination, issuance of subordinated notes payable | $ 10,000,000 | ||||||||||||
Michelle Cooper | 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 | 60,000 | ||||||||||||
Michelle Cooper | Appliance Smart Contracting | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan maximum borrowing amount | $ 382,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | Aug. 04, 2020 | Dec. 12, 2019 | Nov. 22, 2019 | Nov. 01, 2019 | Oct. 16, 2019 | Sep. 12, 2019 | Aug. 29, 2019 | Aug. 27, 2019 | Aug. 15, 2019 | Jul. 22, 2019 | Jun. 19, 2019 | May 29, 2019 | Apr. 26, 2019 | Dec. 28, 2018 | Sep. 30, 2019 |
Loss Contingencies [Line Items] | |||||||||||||||
Liability for remaining lease payments and early termination charges | $ 724 | ||||||||||||||
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 | Business Center, LLC | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Litigation settlement amount | $ 130 | ||||||||||||||
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] | |||||||||||||||
Award value | $ 225 | ||||||||||||||
Loss contingency attorneys' fees | 3 | ||||||||||||||
Loss contingency, cost and disbursement expense | $ 1 | ||||||||||||||
ApplianceSmart Inc | Settled Litigation | Berger Transfer & Storage, Inc. | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Litigation settlement amount | $ 31 | ||||||||||||||
ApplianceSmart Inc | Minimum | Settled Litigation | CH Robinson Worldwide, Inc. | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, value | $ 140 | ||||||||||||||
New Leaf | ApplianceSmart Inc | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, value | $ 215 | ||||||||||||||
Valassis Digital Corp | ApplianceSmart Inc | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, value | $ 700 | ||||||||||||||
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 | Minimum | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, value | $ 60 | ||||||||||||||
Fisher & Paykel Appliances | ApplianceSmart Inc | Minimum | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, value | $ 100 | ||||||||||||||
VanMile, LLC | ApplianceSmart Inc | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, value | $ 15 | ||||||||||||||
Reynoldsburg Landlord | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Attorney fees, and other charges | $ 1,530 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Balance Sheet Detail Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Assets | ||
Cash | $ 8,984 | $ 2,681 |
Inventories, net | 64,525 | 39,243 |
Prepaid expenses and other current assets | 1,778 | 1,692 |
Right of use asset - operating leases | 30,894 | |
Total assets | 197,259 | 122,453 |
Liabilities: | ||
Notes payable related parties , including current portion | 4,000 | 4,826 |
Total debtor in possession liabilities | 12,228 | |
Total liabilities | 153,587 | 88,324 |
Stockholders' equity: | ||
Intercompany | (4,098) | (2,438) |
Accumulated deficit | (16,429) | (27,355) |
Equity attributable to Live stockholders | 43,940 | 34,129 |
Total liabilities and stockholders' equity | 197,259 | $ 122,453 |
ApplianceSmart Inc | ||
Assets | ||
Cash | 134 | |
Inventories, net | 381 | |
Prepaid expenses and other current assets | 5 | |
Total debtor in possession assets | 520 | |
Right of use asset - operating leases | 715 | |
Total assets | 1,235 | |
Liabilities: | ||
Accounts payable | 5,943 | |
Accrued liabilities | 3,459 | |
Notes payable related parties , including current portion | 2,826 | |
Total debtor in possession liabilities | 12,228 | |
Accounts payable | 152 | |
Accrued liabilities | 895 | |
Lease liability, including current portion | 738 | |
Crossroads Financial Revolver Loan | 858 | |
Taxes payable | 870 | |
Other current obligations | 14 | |
Total liabilities | 15,755 | |
Stockholders' equity: | ||
Intercompany | (2,358) | |
Accumulated deficit | (12,162) | |
Equity attributable to Live stockholders | (14,520) | |
Total liabilities and stockholders' equity | $ 1,235 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Statement of Operations (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Loss Contingencies [Line Items] | |||
Revenues | $ 191,720 | $ 193,288 | |
Cost of revenues | 116,403 | 122,415 | |
Gross profit | 75,317 | 70,873 | |
Operating expenses: | |||
General and administrative expenses | 43,561 | 52,840 | |
Sales and marketing expenses | 11,334 | 14,777 | |
Total operating expenses | 54,895 | 67,617 | |
Operating income (loss) | 20,422 | 3,256 | |
Other (expense) income: | |||
Interest expense, net | (5,254) | (6,315) | |
Gain on lease settlement, net | 307 | 0 | |
Other expense | (841) | 644 | |
Total other (expense) income, net | (4,806) | (8,893) | |
Net income (loss) attributable to Live stockholders | 10,927 | $ (4,012) | |
ApplianceSmart Inc | |||
Loss Contingencies [Line Items] | |||
Revenues | $ 2,748 | ||
Cost of revenues | 1,538 | ||
Gross profit | 1,210 | ||
Operating expenses: | |||
General and administrative expenses | 1,596 | ||
Sales and marketing expenses | 227 | ||
Total operating expenses | 1,823 | ||
Operating income (loss) | (613) | ||
Other (expense) income: | |||
Interest expense, net | (160) | ||
Gain on lease settlement, net | 1,514 | $ 921 | |
Other expense | (243) | ||
Total other (expense) income, net | 1,111 | ||
Net income (loss) attributable to Live stockholders | $ 498 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Warranty Reserve Activity (Details) $ in Thousands | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Beginning balance, September 30, 2019 | $ 292 |
Warranties issued/accrued | 0 |
Warranty settlements | (86) |
Ending balance, September 30, 2020 | $ 206 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Current expense: | ||
Federal | $ 0 | $ 0 |
State | 887 | 237 |
Total current | 887 | 237 |
Deferred expense: | ||
Federal | 4,160 | (1,024) |
State | (84) | (1,226) |
Change in valuation allowance | (6) | 388 |
Total deferred | 4,070 | (1,862) |
Total income tax expense | $ 4,957 | $ (1,625) |
Income Taxes - Reconciliation b
Income Taxes - Reconciliation between Effective and Statutory Income Tax Rates (Details) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income tax reconciliation | ||
Federal statutory rates | 21.00% | 21.00% |
State income taxes, net of federal benefit | 3.10% | 11.30% |
Permanent differences | 1.50% | (0.90%) |
Bargain gain - purchase accounting | (2.00%) | (0.00%) |
Property & equipment adjustment | 7.40% | (0.50%) |
Federal carryforward attributes trued up | 0.00% | 4.80% |
Change in valuation allowance | 0.00% | (6.90%) |
Other | 0.70% | 0.00% |
Effective rate | 31.70% | 28.80% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred income tax assets (liabilities): | ||
Allowance for bad debts | $ 247 | $ 352 |
Accrued expenses | 0 | 223 |
Deferred income tax assets, Inventory | 1,201 | 466 |
Accrued compensation | 120 | 87 |
Net operating loss | 2,429 | 5,205 |
Disallowed interest carryforward | 0 | 1,049 |
Tax credits | 489 | 27 |
Stock compensation | 2,290 | 2,232 |
Intangibles | (1,753) | (1,142) |
Property & equipment | (5,476) | (2,906) |
Right of use assets | (8,341) | 0 |
Lease liabilities | 9,525 | 0 |
Payroll protection program loans | 1,335 | 0 |
Other | 51 | 5 |
Less: Valuation allowance | (1,096) | (729) |
Total deferred income tax asset | $ 1,021 | $ 4,869 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Tax Credit Carryforward [Line Items] | ||
Income tax examination year | 2017 | |
Income tax examination completion date | Sep. 30, 2021 | |
Income tax examination, description | The Company is currently under IRS examination for the September 30, 2017 tax year. There have been no proposed adjustments by the IRS and the Company anticipates completion of the examination by September 30, 2021. | |
Valuation allowance | $ 1,096 | $ 729 |
Federal | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforward | $ 8,100 | |
Operating loss carryforward expiration date | Dec. 31, 2029 | |
State | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforward | $ 11,200 | |
Operating loss carryforward expiration date | Dec. 31, 2033 | |
Tax credit carryforwards | $ 600 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Sep. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Reporting - Summary of
Segment Reporting - Summary of Segment Information on Total Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 191,720 | $ 193,288 |
Percentage of total revenue | 100.00% | 100.00% |
Retail | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 73,563 | $ 100,701 |
Retail | Movies, Music, Games and Other | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 69,602 | $ 76,961 |
Percentage of total revenue | 36.30% | 39.80% |
Retail | Appliance | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 3,961 | $ 23,740 |
Percentage of total revenue | 2.10% | 12.30% |
Flooring Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 109,642 | $ 91,951 |
Percentage of total revenue | 57.20% | 47.60% |
Steel Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 7,962 | $ 0 |
Percentage of total revenue | 4.20% | 0.00% |
Corporate and Other | ||
Segment Reporting Information [Line Items] | ||
Net Revenue | $ 553 | $ 636 |
Percentage of total revenue | 0.30% | 0.30% |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 191,720 | $ 193,288 |
Gross profit | 75,317 | 70,873 |
Operating income (loss) | 20,422 | 3,256 |
Depreciation and amortization | 5,862 | 5,673 |
Interest expense, net | 5,254 | 6,315 |
Net income before provision for income taxes | 15,616 | (5,637) |
Retail | ||
Segment Reporting Information [Line Items] | ||
Revenues | 73,563 | 100,701 |
Gross profit | 40,779 | 45,154 |
Operating income (loss) | 8,737 | (9,074) |
Depreciation and amortization | 1,779 | 2,816 |
Interest expense, net | 3,008 | 4,543 |
Net income before provision for income taxes | 5,596 | (12,313) |
Flooring Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 109,642 | 91,951 |
Gross profit | 32,857 | 25,122 |
Operating income (loss) | 16,082 | 11,735 |
Depreciation and amortization | 3,564 | 2,583 |
Interest expense, net | 1,812 | 1,681 |
Net income before provision for income taxes | 17,509 | 11,026 |
Steel Manufacturing | ||
Segment Reporting Information [Line Items] | ||
Revenues | 7,962 | 0 |
Gross profit | 1,164 | 0 |
Operating income (loss) | 172 | 0 |
Depreciation and amortization | 450 | 0 |
Interest expense, net | 260 | 0 |
Net income before provision for income taxes | (908) | 0 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 553 | 636 |
Gross profit | 518 | 597 |
Operating income (loss) | (4,569) | 595 |
Depreciation and amortization | 70 | 274 |
Interest expense, net | 174 | 91 |
Net income before provision for income taxes | $ (6,581) | $ (4,350) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Marquis - Subsequent Event $ in Thousands | 1 Months Ended |
Oct. 31, 2020USD ($) | |
Subsequent Event [Line Items] | |
Business combination, transaction value | $ 2,500 |
Loan Agreement | |
Subsequent Event [Line Items] | |
Debt face amount | $ 2,000 |
Debt stated interest rate | 6.00% |
Debt maturity date | Jan. 31, 2030 |