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Acquisitions (Tables)

12 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill

The fair value of the purchase price components outlined above was $26.8 million due to fair value adjustments for the contingent consideration, cash acquired, and working capital adjustments, as detailed below (in $000's):

Purchase price						$	25,000
Fair value of earnout						2,675
Cash from balance sheet						1,602
Working capital adjustment						(2,500)
Net purchase price						$	26,777

The table below outlines the purchase price allocation of the purchase for PMW to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):

Net purchase price						$	26,777
Accounts payable						10,788
Accrued liabilities						5,771
Total liabilities assumed						16,559
Total consideration						43,336
Cash						1,602
Accounts receivable						12,613
Inventory						6,390
Property, plant and equipment						13,616
Intangible assets						3,600
Other assets						849
Total assets acquired						38,670
Total goodwill						$	4,666

The table below outlines the purchase price allocation of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):

Net purchase price									$	78,700
Accounts payable									5,189
Accrued liabilities									9,700
Debt									60
Total liabilities assumed									14,949
Total consideration									93,649
Cash									9,131
Accounts receivable									4,824
Inventory									19,402
Property, plant and equipment									4,643
Intangible assets
Trade names						13,275
Customer relationships						7,700
Non-compete agreements						1,625
Other						49
Subtotal intangible assets									22,649
Other									2,581
Total assets acquired									63,230
Total goodwill									$	30,419

The table below outlines the purchase price allocation of the purchase for Kinetic to the acquired identifiable assets, liabilities assumed and goodwill as of September 30, 2023 (in $000’s):

Total purchase price			$	24,732
Accounts payable			571
Accrued liabilities			1,848
Total liabilities assumed			2,419
Total consideration			27,151
Cash			287
Accounts receivable			3,073
Inventory			6,429
Property, plant and equipment			12,855
Intangible assets			1,000
Other assets			480
Total assets acquired			24,124
Total goodwill			$	3,027

Schedule of Proforma Information for the Company

This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods (in $000’s).

Year Ended September 30, 2023			As Reported												Adjustments						Proforma
			Live (1)						PMW (2)						Adjustments (3)						Total
Net revenue			$	355,171					$	63,136											$	418,307
Net income			$	(102)					$	462					$	(2,623)					$	(2,263)
Earnings per basic common share			$	(0.03)																	$	(0.72)
Earnings per basic diluted share			$	(0.03)																	$	(0.72)

Year Ended September 30, 2022			As Reported												Adjustments						Proforma
			Live (4)						PMW (5)						Adjustments (3)						Total
Net revenue			$	286,913					$	78,606											$	365,519
Net income			$	24,741					$	4,792					$	(3,264)					$	26,269
Earnings per basic common share			$	7.94																	$	8.43
Earnings per basic diluted share			$	7.84																	$	8.32

(1)Live for the year ended September 30, 2023. Includes PMW from July 20, 2023 through September 30, 2023.

(2)PMW from October 1, 2021 through the acquisition date of July 19, 2023.

(3)Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, and (b) interest expense to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company.

(4)Live for the year ended September 30, 2022.

(5) PMW for the period of October 1, 2021 through September 30, 2022.

This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods (in $000’s).

Year Ended September 30, 2023			As Reported												Adjustments						Proforma
			Live (1)						Flooring Liquidators (2)						Adjustments (3)						Total
Net revenue			$	355,171					$	37,702											$	392,873
Net income			$	(102)					$	(1,033)					$	(2,226)					$	(3,361)
Earnings per basic common share			$	(0.03)																	$	(1.07)
Earnings per basic diluted share			$	(0.03)																	$	(1.07)

Year Ended September 30, 2022			As Reported												Adjustments						Proforma
			Live (4)						Flooring Liquidators (5)						Adjustments (3)						Total
Net revenue			$	286,913					$	127,645											$	414,558
Net income			$	24,741					$	10,890					$	(7,835)					$	27,796
Earnings per basic common share			$	7.94																	$	8.92
Earnings per basic diluted share			$	7.84																	$	8.81

(1)Live for the year ended September 30, 2023. Includes Flooring Liquidators from January 18, 2023 through September 30, 2023.

(2)Flooring Liquidators from October 1, 2021 through the acquisition date of January 17, 2023.

(3)Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, (b) interest expense to include proforma interest expense that would have been incurred as a

result of the acquisition financing obtained by the Company, and (c) Elimination of revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition.

(4)Live for the year ended September 30, 2022.

(5) Flooring Liquidators for the period of October 1, 2021 through September 30, 2022.

The table below presents selected proforma information for the Company for the year ended September 30, 2022, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2021 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.

Year Ended September 30, 2022			As Reported												Adjustments						Proforma
			Live (1)						Kinetic (2)						Adjustments (3)						Total
Net revenue			$	286,913					$	15,418											$	302,331
Net income			$	24,741					$	1,374					$	(207)					$	25,908
Earnings per basic common share			$	7.94																	$	8.31
Earnings per basic diluted share			$	7.84																	$	8.21

(1)Live for the year ended September 30, 2022. Includes Kinetic from June 29, 2022 through September 30, 2022.

(2)Kinetic from October 1, 2021 through the acquisition date of June 28, 2022.

(3)Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, (b) interest expense to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company, and (c) certain other expenses to reflect the post-acquisition operating environment.

Asset Acquisition

The table below outlines the purchase price allocation of the purchase for Cal Coast to the acquired identifiable assets (in $000’s):

Property, plant and equipment						$	35
Intangible assets
Customer relationships						785
Trade name						425
Non-compete agreement						55
Total intangible assets						1,265
Total assets acquired						$	1,300

Acquisition of Flooring Liquidators

Schedule of Business Acquisitions, by Acquisition

The fair value the purchase price components outlined above was $78.7 million due to fair value adjustments for the Note and restricted stock, as detailed below (in $000's):.

Purchase price						$	83,800
Fair value adjustment, sellers note						(3,300)
Fair value adjustment, restricted stock						(1,800)
Net purchase price						$	78,700

The table below outlines the purchase price allocation of the purchase for Better Backers to the acquired identifiable assets (in $000’s):

Total purchase price			$	3,166
Inventory			748
Property, plant and equipment			2,118
Intangible assets			300
Total assets acquired			3,166

X

- Definition

Tabular disclosure of asset acquisition.

+ References

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Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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