XML 45 R27.htm IDEA: XBRL DOCUMENT v3.24.1.1.u2
Acquisitions (Tables)
 6 Months Ended
Mar. 31, 2024
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 was $1.8 million, as detailed below (in $000's):
Cash$1,034 
Additional consideration425 
Holdback300 
Purchase price$1,759 
The table below outlines the purchase price allocation of the purchase for CRO to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s):
Total purchase price$1,759 
Accounts payable770 
Accrued liabilities1,298 
Total liabilities assumed2,068 
Total consideration3,827 
Accounts receivable259 
Inventory1,406 
Property, plant and equipment261 
Intangible assets1,190 
Other assets286 
Total assets acquired3,402 
Total goodwill$425 
The fair value of the purchase price components outlined above was approximately $2.0 million, as detailed below (in $000's):
Cash$500 
Deferred consideration1,200 
Earnout301 
Purchase price$2,001 
The table below outlines the purchase price allocation of the purchase for Johnson to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s):
Total purchase price$2,001 
Accounts payable1,017 
Accrued liabilities1,141 
Total liabilities assumed2,158 
Total consideration4,159 
Accounts receivable1,252 
Inventory1,127 
Property, plant and equipment157 
Intangible assets
Customer relationships$1,301 
Non-compete agreement306 
Subtotal intangible assets1,607 
Other assets16 
Total assets acquired4,159 
Total goodwill$— 
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 earnout2,675 
Cash from balance sheet1,602 
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 payable10,788 
Accrued liabilities4,995 
Total liabilities assumed15,783 
Total consideration42,560 
Cash1,602 
Accounts receivable12,613 
Inventory6,266 
Property, plant and equipment13,616 
Intangible assets3,600 
Other assets849 
Total assets acquired38,546 
Total goodwill$4,014 
The table below outlines the purchase price allocation, as revised, of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):
Purchase price$78,700 
Accounts payable5,189 
Accrued liabilities10,700 
Debt60 
Total liabilities assumed15,949 
Total consideration94,649 
Cash9,131 
Accounts receivable4,824 
Inventory19,402 
Property, plant and equipment4,643 
Intangible assets
Trade names$13,275 
Customer relationships7,700 
Non-compete agreements1,625 
Other49 
Subtotal intangible assets22,649 
Other2,581 
Total assets acquired63,230 
Total goodwill$31,419 
Schedule of 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 relationships785 
Trade name425 
Non-compete agreement55 
Total intangible assets1,265 
Total assets acquired$1,300 
Schedule of Business Acquisitions, by Acquisition
The fair value of 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 
Schedule of Proforma Information for the Company
The table below presents selected proforma information for the Company for the three and six-month periods ended March 31, 2023, assuming that the acquisition had occurred on October 1, 2022 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.
As ReportedAdjustmentsProforma
Live Unaudited Three Months Ended March 31, 2023Flooring Liquidators Unaudited Three Months Ended March 31, 2023
Adjustments(1)
Live for the Three Months Ended March 31, 2023
Net revenue$91,122 $4,222 $95,344 
Net income$1,558 $(2,188)$(300)$(930)
Earnings per basic common share$0.50 $(0.30)
Earnings per basic diluted share$0.49 $(0.29)
As ReportedAdjustmentsProforma
Live Unaudited Six Months Ended March 31, 2023Flooring Liquidators Unaudited Six Months Ended March 31, 2023
Adjustments(1)
Live for the Six Months Ended March 31, 2023
Net revenue$160,108 $37,702 $197,810 
Net income$3,402 $(1,033)$(2,226)$143 
Earnings per basic common share$1.10 $0.05 
Earnings per basic diluted share$1.08 $0.05 
(1) Adjustments are related to adjustments made for the following:
•Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date.
•Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company.
•Elimination of revenue and costs of revenue associated with sales between Flooring Liquidators and the Company prior to acquisition.