LIVE Live Ventures Inc

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The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, “Live Ventures” or the “Company”). Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. The Company has five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail-Entertainment segment includes Vintage Stock, Inc. (“Vintage Stock”), which is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems and components. The Retail-Flooring segment includes Flooring Liquidators, Inc. (“Flooring Liquidators”), which is engaged in the retail sale and installation of floors, carpets, and countertops. The Flooring Manufacturing segment includes Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floor coverings. The Steel Manufacturing Segment includes Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods, and The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries.

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and nine months ended June 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2023. The financial information included in these statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto as of September 30, 2022 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2022 (the “2022 Form 10-K”).

Principles of Consolidation

The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. The Company records a non-controlling interest within stockholders’ equity for the portion of the entity’s equity attributed to the consolidated entities that are not wholly owned. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results.

Reclassifications

Certain amounts in the prior period have been reclassified to conform to the current period presentation.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed consolidated financial statements, as well as 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 condensed consolidated financial statements include the estimated reserve for doubtful accounts, the estimated reserve for excess and obsolete inventory, fair values of goodwill, other intangibles and long-lived assets in connection with an acquisition, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets and property and equipment.

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Recently Issued Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. Effective December 31, 2021, the Secured Overnight Financing Rate (“SOFR”) replaced the USD London Interbank-Offered Rate (“LIBOR”) for most financial benchmarking. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company has adopted this new accounting standard on its condensed consolidated financial statements and related disclosures; however, adoption of this ASU had no material impact on the Company's financial statements.

Acquisition of Flooring Liquidators

On January 18, 2023, Live Ventures acquired 100% of the issued and outstanding equity interests (the “Equity Interests”) of Flooring Liquidators, Inc., Elite Builder Services, Inc., 7 Day Stone, Inc., Floorable, LLC, K2L Leasing, LLC, and SJ & K Equipment, Inc. (collectively, the “Acquired Companies”). The Acquired Companies are leading retailers and installers of floors, carpets, and countertops to consumers, builders and contractors in California and Nevada (see Note 11).

The acquisition was effected pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with an effective date of January 18, 2023 by and among the Company, and Stephen J. Kellogg, as the seller representative of the equity holders of the Acquired Companies and individually in his capacity as an equity holder of the Acquired Companies, and the other equity holders of the Acquired Companies (collectively, the “Seller”). The purchase price for the Equity Interests was $83.8 million before any fair value considerations, and is comprised of the following:

•$41.8 million in cash to the Seller;

•$34.0 million (the “Note Amount”) to certain trusts for the benefit of Kellogg and members of his family (the “Kellogg Trusts”) pursuant to the issuance by the Company of a subordinated promissory note (the “Note”) in favor of the Kellogg Trusts;

•$4.0 million to the Kellogg 2022 Family Irrevocable Nevada Trust by issuance of 116,441 shares of Company Common Stock (as defined in the Purchase Agreement) (the “Share Amount”), calculated in the manner described in the Purchase Agreement;

•$2.0 million holdback; and

•$2.0 million of contingent consideration, comprised of $1.0 million in cash and $1.0 million in restricted stock units.

The fair value the purchase price components outlined above was $78.7 million due to fair value adjustments for the Note, restricted stock, and contingent consideration.

Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $30.6 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 18, 2023, as calculated by an independent third-party firm. The Company anticipates approximately $13.4 million of the goodwill arising from the acquisition to be fully deductible for tax purposes. The table

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

Purchase price									$	78,700
Accounts payable									5,189
Accrued liabilities									11,484
Debt									60
Total liabilities assumed									16,733
Total consideration									95,433
Cash									7,871
Accounts receivable									4,824
Inventory									19,102
Property, plant and equipment									4,678
Intangible assets
Trade names			$	13,275
Customer relationships			7,700
Non-compete agreements			1,625
Other			49
Subtotal intangible assets									22,649
Other									5,701
Total assets acquired									64,825
Total goodwill									$	30,608

During the three months ended June 30, 2023, the Company recorded a fair value adjustment to increase goodwill by $1.9 million. The increase relates to an increase in the value of other assets acquired of $1.3 million, as well as an increase in the value of accrued liabilities assumed of $2.3 million, partially offset by a reduction in inventory acquired of $842,000.

Pro Forma Information

The table below presents selected proforma information for the Company for the nine-month period ended June 30, 2023, and the three and nine month period ended June 30, 2022 assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 fiscal year), pursuant to ASC 805-10-50 (in $000’s). This proforma information

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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 Reported												Adjustments						Proforma
			Live Unaudited Three Months Ended June 30, 2022						Flooring Liquidators Unaudited Three Months Ended June 30, 2022						Adjustments(1)						Live for the Three Months Ended June 30, 2022
Net revenue			$	68,269					$	32,525											$	100,794
Net income			$	3,472					$	2,562					$	(2,008)					$	4,026
Earnings per basic common share			$	1.12																	$	1.30
Earnings per basic diluted share			$	1.11																	$	1.29
			As Reported												Adjustments						Proforma
			Live Unaudited Nine Months Ended June 30, 2023						Flooring Liquidators Unaudited Nine Months Ended June 30, 2023 (2)						Adjustments(1)						Live for the Nine Months Ended June 30, 2023
Net revenue			$	251,624					$	37,702											$	289,326
Net income			4,462						$	(1,033)					$	(2,226)					$	1,203
Earnings per basic common share			$	1.43																	$	0.39
Earnings per basic diluted share			$	1.42																	$	0.38
			As Reported												Adjustments						Proforma
			Live Unaudited Nine Months Ended June 30, 2022						Flooring Liquidators Unaudited Nine Months Ended June 30, 2022						Adjustments(1)						Live for the Nine Months Ended June 30, 2022
Net revenue			$	213,133					$	92,375											$	305,508
Net income			$	25,376					$	7,783					$	(5,826)					$	27,333
Earnings per basic common share			$	8.11																	$	8.74
Earnings per basic diluted share			$	8.01																	$	8.62

(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 revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition.

(2)    Amounts presented are for predecessor period.

Acquisition of Cal Coast Carpets

On June 2, 2023, Flooring Liquidators acquired certain fixed assets and other intangible assets of Cal Coast Carpets, Inc. (“Cal Coast”), and its Shareholders, which was effected through two Asset Purchase Agreements (“Agreement”, or collectively, “Agreements”). No liabilities were assumed as part of either transaction. The purchase price for the fixed assets acquired from Cal Coast was $35,000, and the intangible assets acquired from the Shareholders was approximately $1.265 million, for a total combined purchase price of $1.3 million. The intangible assets acquired were comprised of customer relationships, trade name, and non-compete agreements. The acquisition was determined to be an asset acquisition for accounting purposes and, as such, no goodwill was recorded as part of the transaction. The values assigned to the assets acquired are based on their estimates of fair value available as of June 2, 2023, as calculated by management.

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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 Kinetic

On June 28, 2022, Precision Marshall (“Precision”) acquired 100% of the issued and outstanding shares of common stock of The Kinetic Co., Inc. (“Kinetic”), a Wisconsin corporation, which was effected through a Purchase Agreement (the “Purchase Agreement”). In connection with the Purchase Agreement, Precision also entered into a Real Estate Purchase Agreement with Plant B-6, LLC, an affiliate of Kinetic, pursuant to which Precision received all of Kinetic's right, title, and interest in and to the land and improvements (collectively, the “Real Estate”) that Kinetic uses in its operations. The combined purchase price for the Kinetic shares and Real Estate was approximately $24.7 million, which was funded with approximately $11.0 million in borrowings under the company’s credit facility, approximately $8.3 million in proceeds from the sale and leaseback of the Real Estate, a subordinated promissory note in the principal amount of $3.0 million for the benefit of the Seller of Kinetic, $1.7 million of cash on-hand, a contingent earn-out liability valued at $997,000, a working capital adjustment of approximately $400,000, which was paid in cash, and a final fair value adjustment of approximately $312,000, which was noncash.

As of the date of acquisition, Precision entered into a sale and leaseback agreement with a third-party, independent of the Kinetic sellers, for the Real Estate. The sale price of the Real Estate was approximately $8.9 million, subject to closing fees of approximately $547,000.

The provisions of the lease agreement include a 20-year lease term with two five-year renewal options. The base rent under the lease agreement is $600,000 for the first year of the term and a 2% per annum escalator. The Lease Agreement is a “net lease,” such that the lessees are also obligated to pay all taxes, insurance, assessments, and other costs, expenses, and obligations of ownership of the Real Property incurred by the lessor. Due to the highly specialized nature of the leased assets, the Company currently believes that it is more likely than not that each of the two five-year options will be exercised. The proceeds, net of closing fees, from the sale-leaseback were used to assist in funding the acquisition of Kinetic.

Under the purchase price allocation, the Company recognized goodwill of approximately $3.0 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of June 28, 2022, as calculated by an independent third-party firm. Goodwill arising from the acquisition is

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expected to be fully deductible for tax purposes. The table below outlines the purchase price allocation of the purchase for Kinetic to the acquired identifiable assets, liabilities assumed and goodwill as of June 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

Pro Forma Information

The table below presents selected proforma information for the Company for the three and nine-month periods ended June 30, 2022, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 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 Reported												Adjustments						Proforma
			Live Unaudited Three Months Ended June 30, 2022						Kinetic Unaudited Three Months Ended June 30, 2022						Adjustments(1)						Live for the Three Months Ended June 30, 2022
Net revenue			$	68,269					$	5,696											$	73,965
Net income			$	3,472					$	712					$	(69)					$	4,115
Earnings per basic common share			$	1.12																	$	1.33
Earnings per basic diluted share			$	1.11																	$	1.31
			As Reported												Adjustments						Proforma
			Live Unaudited Nine Months Ended June 30, 2022						Kinetic Unaudited Nine Months Ended June 30, 2022						Adjustments(1)						Live for the Nine Months Ended June 30, 2022
Net revenue			$	213,133					$	15,418											$	228,551
Net income			$	25,376					$	1,286					$	(207)					$	26,455
Earnings per basic common share			$	8.11																	$	8.46
Earnings per basic diluted share			$	8.01																	$	8.35

(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.

• Certain other expenses have been adjusted to reflect the post-acquisition operating environment.

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Acquisition of Better Backers

On July 1, 2022, Live acquired certain assets and intellectual property of Better Backers, a Georgia corporation, which was effected through an Asset Purchase Agreement (the “Asset Purchase Agreement”). No liabilities were assumed as part of the acquisition. The purchase price, which is subject to certain post-closing adjustments, was approximately $3.2 million, which is comprised of $1.8 million that was paid upon closing, and the $1.4 million present value of $1.5 million of non-compete payments to be made over a 24-month period. In order to expedite the transaction, the acquisition was originally made by Live, and the $1.8 million paid upon closing was funded with borrowings under Live’s credit line with Isaac Capital Group (“ICG”). On August 18, 2022, Marquis repaid the $1.8 million to ICG and assumed ownership of Better Backers.

In connection with the acquisition, Marquis entered into two 20-year building leases with Spyglass Estate Planning, LLC, a related party (see Note 16), with two options to renew for an additional five years each. The fair value of the buildings and improvement is approximately $9.3 million. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. Due to the highly specialized nature of the leased assets, the Company currently believes that it is more likely than not that it will not cancel during the initial 24-month term, and that each of the two five-year options will be exercised. The base rent under the lease agreements is approximately $73,000 and $32,000 per month, respectively, for the first year of the term, and each lease agreement has a 2.5% per annum escalator. The lease agreements are each “net leases”, such that the lessee is also obligated to pay all taxes, insurance, assessments, and other costs, expenses, and obligations of ownership of the property. The Company has evaluated each lease and determined the rent amounts to be at market rates. These leases are being treated as finance leases for accounting purposes, as described in ASC 842 “Leases”.

Under the purchase price allocation, no goodwill was recognized. The values assigned to the assets acquired are based on their estimates of fair value available as of July 1, 2022, as calculated by management. The table below outlines the purchase price allocation of the purchase for Better Backers to the acquired identifiable assets (in $000’s):

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

On March 31, 2023, the Company entered into a Settlement Agreement and Mutual Release (“Agreement”) with Angia Holdings, LLC and Thomas Diamante and Lawrence Zelin (“Principals”). The Agreement stipulated that the Principals would pay the Company $1,000,000 within 10 days of the effective date of the Agreement, and an additional $1,000,000 within 45 days of the effective date of the Agreement if a joint venture, with terms acceptable to the Company, was not formed.

The Principals made the initial $1,000,000 payment in April 2023, and, having failed to form a joint venture, as described above, made the second $1,000,000 payment in May 2023. Consequently, employment of the Principals was terminated, and operations of SW Financial were shut down. The Company recorded a gain on receipt of the settlement amounts of $2,000,000 and a loss on deconsolidation of SW Financial's assets and liabilities of approximately $1.7 million, as detailed in the table below (in $000’s):

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The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised.

As of June 30, 2023, the weighted average remaining lease term for operating leases is 7.2 years. The Company's weighted average discount rate for operating leases is 8.4%. Total cash payments for operating leases for the nine months ended June 30, 2023 and 2022 were approximately $8.2 million and $7.2 million, respectively. Additionally, we obtained right-of-use assets in exchange for operating lease liabilities of approximately $19.9 million upon commencement of operating leases during the nine months ended June 30, 2023.

As of June 30, 2023, the weighted average remaining lease term for finance leases is 26.9 years. The Company's weighted average discount rate for finance leases is 13.2%. Total cash payments for finance leases for the nine months ended June 30, 2023 and 2022 were approximately $1.6 million and $0, respectively. Additionally, we obtained right-of-use assets in exchange for finance lease liabilities of approximately $443,000 upon commencement of operating leases during the nine months ended June 30, 2023.

The following table details our right of use assets and lease liabilities as of June 30, 2023 and September 30, 2022 (in $000's):

			June 30, 2023						September 30, 2022
Right of use asset - operating leases			$	45,321					$	33,659
Lease liabilities:
Current - operating			10,582						7,851
Current - finance			355						217
Long term - operating			39,588						30,382
Long term - finance			20,004						19,568

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The Company records finance lease right of use assets as property and equipment. The balance, as of June 30, 2023 and September 30, 2022 is as follows (in $000’s):

Property and equipment, at cost			$	16,471		$	16,029
Accumulated depreciation			$	(514)		$	(130)
Property and equipment, net			$	15,957		$	15,899

Total present value of future lease payments of operating leases as of June 30, 2023 (in $000's):

Twelve months ended June 30,
2023			$	13,855
2024			11,515
2025			9,655
2026			7,525
2027			4,987
Thereafter			15,462
Total			62,999
Less implied interest			(12,829)
Present value of payments			$	50,170

Total present value of future lease payments of finance leases as of June 30, 2023 (in $000's):

Twelve months ended June 30,
2023			$	2,175
2024			2,222
2025			2,223
2026			2,268
2027			2,345
Thereafter			72,260
Total			83,493
Less implied interest			(63,134)
Present value of payments			$	20,359

In connection with the acquisition of Flooring Liquidators (see Note 3), as of June 30, 2023, the Company obtained right-of-use assets in exchange for operating lease liabilities of $16.8 million, and right-of-use assets in exchange for finance lease liabilities of $443,000.

In connection with the disposition of SW Financial (see Note 4), the Company deconsolidated approximately $687,000 of right-of-use assets and $728,000 of operating lease liabilities, which were included in the calculation of the loss on disposition.

During the nine months ended June 30, 2023 and 2022, the Company recorded no impairment charges relating to any of its leases.

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The following table details the Company's inventory as of June 30, 2023 and September 30, 2022 (in $000's):

Inventory, net			June 30, 2023						September 30, 2022
Raw materials			$	32,810					$	35,829
Work in progress			7,623						7,539
Finished goods			34,327						32,814
Merchandise			42,916						23,900
			117,676						100,082
Less: Inventory reserves			(3,601)						(2,423)
Total inventory, net			$	114,075					$	97,659

The following table details the Company's property and equipment as of June 30, 2023 and September 30, 2022 (in $000's):

			June 30, 2023						September 30, 2022
Property and equipment, net:
Land			$	2,029					$	2,029
Building and improvements			28,073						26,761
Transportation equipment			3,384						622
Machinery and equipment			55,923						53,739
Furnishings and fixtures			6,019						4,407
Office, computer equipment and other			4,281						3,699
			99,709						91,257
Less: Accumulated depreciation			(34,278)						(26,667)
			$	65,431					$	64,590

Depreciation expense was $2.7 million and $1.4 million, respectively, for the three months ended June 30, 2023 and 2022, and $7.8 million and $3.9 million for the nine months ended June 30, 2023 and 2022.

The following table details the Company's intangibles as of June 30, 2023 and September 30, 2022 (in $000's):

			June 30, 2023						September 30, 2022
Intangible assets, net:
Intangible assets - Tradenames			$	14,390					$	808
Intangible assets - Customer relationships			10,824						4,598
Intangible assets - Other			2,316						587
			27,530						5,993
Less: Accumulated amortization			(3,413)						(2,149)
Total intangibles, net			$	24,117					$	3,844

In connection with the disposition of SW Financial (see Note 4), the Company deconsolidated approximately $1.3 million of customer relationships, net, and $72,000 of domain names, net, which were included in the calculation of the loss on disposition.

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Amortization expense was $978,000 and $210,000, respectively, for the three months ended June 30, 2023 and 2022, and $2.2 million and $706,000 for the nine months ended June 30, 2023 and 2022.

The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s):

Twelve months ending June 30,
2024			$	3,968
2025			3,910
2026			3,910
2027			3,812
2028			3,668
Thereafter			4,849
			$	24,117

The following table details the Company's goodwill as of June 30, 2023 (in $000's):

			Retail - Entertainment						Retail - Flooring						Flooring Manufacturing						Steel Manufacturing												Total
September 30, 2022			36,947						—						807						3,339												41,093
Kinetic fair value adjustment			—						—						—						(312)												(312)
Flooring Liquidators acquisition			—						27,277						—						—												27,277
Flooring Liquidators tax adjustment			—						3,331						—						—												3,331
Impairment			—						—						—						—												—
June 30, 2023			$	36,947					$	30,608					$	807					$	3,027											$	71,389

As of June 30, 2023, the Company did not identify any triggering events that would require impairment testing.

The following table details the Company's accrued liabilities as of June 30, 2023 and September 30, 2022, respectively (in $000's):

			June 30, 2023						September 30, 2022
Accrued liabilities:
Accrued payroll and bonuses			$	4,446					$	4,838
Accrued sales and use taxes			2,219						1,905
Accrued customer deposits			3,579						—
Accrued gift card and escheatment liability			1,792						1,696
Accrued interest payable			1,503						390
Accrued accounts payable and bank overdrafts			1,085						1,731
Accrued professional fees			3,042						1,924
Accrued expenses - other			5,082						4,002
Total accrued liabilities			$	22,748					$	16,486

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Long-term debt as of June 30, 2023 and September 30, 2022 consisted of the following (in $000's):

			June 30, 2023						September 30, 2022
Revolver loans			$	46,240					$	43,107
Equipment loans			16,486						13,716
Term loans			9,901						7,941
Other notes payable			16,155						14,501
Total notes payable			88,782						79,265
Less: unamortized debt issuance costs			(574)						(626)
Net amount			88,208						78,639
Less: current portion			(23,689)						(18,935)
Total long-term debt			$	64,519					$	59,704

Future maturities of long-term debt at June 30, 2023, are as follows which does not include related party debt separately stated (in $000's):

Twelve months ending June 30,
2024			$	23,689
2025			5,654
2026			13,557
2027			33,188
2028			1,406
Thereafter			10,714
Total future maturities of long-term debt			$	88,208

Eclipse Business Capital Loans

In connection with the acquisition of Flooring Liquidators (see Note 3), on January 18, 2023, Flooring Liquidators entered into a credit facility with Eclipse Business Capital, LLC (“Eclipse”). The facility consists of $25.0 million in revolving credit (“Eclipse Revolver”) and $3.5 million in M&E lending (“Eclipse M&E”). The Eclipse Revolver is a three-year, asset-based facility that is secured by substantially all of Flooring Liquidators’ assets. Availability under the Eclipse Revolver is subject to a monthly borrowing base calculation. Flooring Liquidators’ ability to borrow under the Eclipse Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Eclipse. The Eclipse Revolver bears interest at 4.5% per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 3.5% per annum in excess of Adjusted Term SOFR after April 1, 2023. The Eclipse M&E loan bears interest at 6.0% per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 5.0% per annum in excess of Adjusted Term SOFR after April 1, 2023. The credit facility matures in January 2026. As of June 30, 2023, the outstanding balance on the Eclipse Revolver was approximately $7.8 million, and the outstanding balance on the Eclipse M&E loan was approximately $2.6 million.

Bank of America Revolver Loan

On January 31, 2020, Marquis entered into an amended $25.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”). The BofA Revolver is a five-year, asset-based facility that is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation. Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. The BofA Revolver has a variable interest rate and matures in January 2025. As of June 30, 2023 and September 30, 2022, the outstanding balance was approximately $5.8 million and $10.1 million, respectively.

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Loan with Fifth Third Bank

On January 20, 2022, Precision Marshall refinanced its Encina Business Credit loans with Fifth Third Bank, and the balance outstanding was repaid. The refinanced credit facility, totaling $29 million, is comprised of $23.0 million in revolving credit, $3.5 million in M&E lending, and $2.5 million for Capex lending. Advances under the new credit facility will bear interest at the 30-day SOFR plus 200 basis points for lending under the revolving facility, and 30-day SOFR plus 225 basis points for M&E and Capex lending. The refinancing of the Borrower’s existing credit facility reduces interest costs and improves the availability and liquidity of funds by approximately $3.0 million at the close. The facility terminates on January 20, 2027, unless terminated earlier in accordance with its terms.

In connection with the acquisition of Kinetic, the existing revolving facility was amended to add Kinetic as a borrower. In addition, two additional term loans were executed to fund the purchase of Kinetic. Approximately $6.0 million was drawn from the revolving facility, and the two term loans were opened in the amounts of $4.0 million and $1.0 million, respectively. The $4.0 million term loan (“Kinetic Term Loan #1”), which matures on January 20, 2027, bears interest on the same terms as for M&E term lending as stated above. The $1.0 million term loan (“Kinetic Term Loan #2”), which matures on June 28, 2025, is a “Special Advance Term Loan”, and bears interest at SOFR plus 375 basis points.

As of June 30, 2023 and September 30, 2022, the outstanding balance on the revolving loan was approximately $26.0 million and $23.6 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $2.5 million and $3.2 million, respectively. The revolving loan has a variable interest rate and matures in January 2027. As of June 30, 2023 and September 30, 2022, the outstanding balance on Kinetic Term Loan #1 was approximately $3.4 million and $3.9 million, respectively. As of June 30, 2023 and September 30, 2022, the outstanding balance on Kinetic Term Loan #2 was $0 and $917,000, respectively.

On April 12, 2023, in connection with its existing credit facility with Fifth Third Bank, Precision Marshall took an advance against its Capex term lending in the amount of approximately $1.4 million. The loan matures January 2027 and bears interest on the same terms as for Capex lending as stated above. The first payment under this loan is due in February 2024. As of June 30, 2023, the outstanding balance on this Capex loan was $1.4 million.

Texas Capital Bank Revolver Loan

On November 3, 2016, Vintage Stock entered into an amended $12.0 million credit agreement with Texas Capital Bank (“TCB Revolver”). The TCB Revolver is a five-year, asset-based facility that is secured by substantially all of Vintage Stock’s assets. Availability under the TCB Revolver is subject to a monthly borrowing base calculation. The TCB Revolver has a variable interest rate and matures in November 2023. The effective rate, as of June 30, 2023, was 7.23%. As of June 30, 2023 and September 30, 2022, the balance outstanding was approximately $6.7 million and $9.4 million, respectively.

Equipment Loans

On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of June 30, 2023:

Note #3 is for approximately $3.7 million, secured by equipment. The Equipment Loan #3 is due December 2023, payable in 84 monthly payments of $52,000 beginning January 2017, bearing interest rate at 4.8% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $306,000 and $751,000, respectively.

Note #4 is for approximately $1.1 million, secured by equipment. The Equipment Loan #4 is due December 2023, payable in 81 monthly payments of $16,000 beginning April 2017, bearing interest at 4.9% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $94,000 and $231,000, respectively.

Note #5 is for approximately $4.0 million, secured by equipment. The Equipment Loan #5 is due December 2024, payable in 84 monthly payments of $55,000 beginning January 2018, bearing interest at 4.7% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $953,000 and $1.4 million, respectively.

Note #6 is for $913,000, secured by equipment. The Equipment Loan #6 is due July 2024, payable in 60 monthly payments of $14,000 beginning August 2019, with a final payment of $197,000, bearing interest at 4.7% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $356,000 and $471,000, respectively.

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Note #7 is for $5.0 million, secured by equipment. The Equipment Loan #7 is due February 2027, payable in 84 monthly payments of $59,000 beginning March 2020, with the final payment of $809,000, bearing interest at 3.2% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $3.1 million and $3.5 million, respectively.

Note #8 is for approximately $3.4 million, secured by equipment. The Equipment Loan #8 is due September 2027, payable in 84 monthly payments of $46,000 beginning October 2020, bearing interest at 4.0%. As of June 30, 2023 and September 30, 2022, the balance was approximately $2.2 million and $2.5 million, respectively.

In December 2021, Marquis funded the acquisition of $5.5 million of new equipment under Note #9 of its master agreement. The Equipment Loan #9, which is secured by the equipment, matures December 2026, and is payable in 60 monthly payments of $92,000 beginning January 2022, with the final payment in the amount of approximately $642,000, bearing interest at 3.75% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $4.1 million and $4.8 million, respectively.

In December 2022, Marquis funded the acquisition of $5.7 million of new equipment under Note #10 of its master agreement. The Equipment Loan #10, which is secured by the equipment, matures December 2029, and is payable in 84 monthly payments of $79,000, beginning January 2023, with the final payment in the amount of approximately $650,000, bearing interest at 6.50%. As of June 30, 2023, the balance was approximately $5.4 million.

Loan Covenant Compliance

As of June 30, 2023, the Company was in compliance with all covenants under its existing revolving and other loan agreements.

Long-term debt payable to related parties (see Note 16) as of June 30, 2023 and September 30, 2022 consisted of the following (in $000's):

			June 30, 2023						September 30, 2022
Isaac Capital Group, LLC, 12.5% interest rate, matures May 2025			$	2,000					$	2,000
Spriggs Investments, LLC, 10% interest rate, matures July 2024			2,000						2,000
Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2024			1,000						—
Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2024			1,000						—
Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028			5,000						—
Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028			34,000						—
Seller of Kinetic, 7.% interest rate, matures September 2027			3,000						3,000
Total notes payable - related parties			48,000						7,000
Less: unamortized debt issuance costs			(2,227)						—
Net amount			45,773						7,000
Less: current portion			(1,000)						(2,000)
Total long-term portion, related parties			$	44,773					$	5,000

Twelve months ending June 30,
2024			$	1,000
2025			3,000
2026			2,000
Thereafter			42,000
Total future maturities of long-term debt, related parties			$	48,000

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Note 13:     Stockholders’ Equity

Series E Convertible Preferred Stock

As of June 30, 2023 and September 30, 2022, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively.

Treasury Stock

As of June 30, 2023 and September 30, 2022, the Company had 659,961 and 620,971 shares of Treasury Stock, respectively. During the nine months ended June 30, 2023 and 2022, respectively, the Company repurchased 38,990 and 79,828 shares of its common stock for approximately $988,000 and $2.5 million, respectively. On June 13, 2023, Tony Isaac, a member of the Company's board of directors, and father of the Company's CEO, Jon Isaac, exercised stock options for which he received 9,904 shares of the Company's common stock. On June 30, 2023, the Company repurchased Mr. Isaac's 9,904 shares of the Company's common stock for $25.85 per share, the closing market price on June 28, 2023, or approximately $256,000 (see Note 16).

Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan.

From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments. The value of each award is amortized on a straight-line basis over the requisite service period.

The following table summarizes stock option activity for the fiscal year ended September 30, 2022 and the nine months ended June 30, 2023:

			Number of Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life						Intrinsic Value
Outstanding at September 30, 2021			87,500						$	18.81					1.78						$	1,626
Outstanding at September 30, 2022			87,500						$	18.81					0.78						$	771
Exercisable at September 30, 2022			87,500						$	18.81					0.78						$	771
Outstanding at September 30, 2022			87,500						$	18.81					0.78						$	771
Granted			17,500						$	35.00
Exercised			(31,250)						$	14.64
Outstanding at June 30, 2023			73,750						$	24.42					1.38						$	762
Exercisable at June 30, 2023			73,750						$	24.42					1.38						$	762

The following table presents the number and weighted average fair value ("WAFV") of unvested restricted stock awards:

						Series A Restricted Stock Awards						WAFV
Outstanding at September 30, 2022						—						$	—
Granted						27,307						$	36.62
Vested						—						$	—
Canceled						—						$	—
Non-vested at June 30, 2023						27,307						$	36.62

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The Company recognized compensation expense of approximately $287,000 and $0 during the three months ended June 30, 2023 and 2022, respectively, and approximately $396,000 and $37,000 during the nine months ended June 30, 2023 and 2022, respectively, related to stock option awards and restricted stock awards granted to certain employees and officers based on the grant date fair value of the awards, and the revaluation for existing options whereby the expiration date was extended.

As of June 30, 2023, the Company had approximately $911,000 of unrecognized compensation expense associated with stock option awards and Restricted Stock Units outstanding.

Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Condensed Consolidated Balance Sheet. Diluted net income per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders.

The following table presents the computation of basic and diluted net earnings per share (in $000's):

			Three Months Ended June 30,												Nine Months Ended June 30,
			2023						2022						2023						2022
Basic
Net income			$	1,060					$	3,472					$	4,462					$	25,376
Less: preferred stock dividends			—						—						—						—
Net income applicable to common stock			$	1,060					$	3,472					$	4,462					$	25,376
Weighted average common shares outstanding			3,166,842						3,090,321						3,123,177						3,128,813
Basic earnings per share			$	0.33					$	1.12					$	1.43					$	8.11
Diluted
Net income applicable to common stock			$	1,060					$	3,472					$	4,462					$	25,376
Add: preferred stock dividends			—						—						—						—
Net income applicable for diluted earnings per share			$	1,060					$	3,472					$	4,462					$	25,376
Weighted average common shares outstanding			3,166,842						3,090,321						3,123,177						3,128,813
Add: Options			19,823						40,365						20,218						40,206
Add: Series B Preferred Stock			—						—						—						—
Add: Series B Preferred Stock Warrants			—						—						—						—
Add: Series E Preferred Stock			239						239						239						239
Assumed weighted average common shares outstanding			3,186,904						3,130,925						3,143,634						3,169,258
Diluted earnings per share			$	0.33					$	1.11					$	1.42					$	8.01

There are 38,500 and 21,000 options to purchase shares of common stock that are anti-dilutive, and are not included in the three and nine months ended June 30, 2023 and 2022 diluted earnings per share computations, respectively.

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Transactions with Isaac Capital Group, LLC

As of June 30, 2023, Isaac Capital Group, LLC (“ICG”) beneficially owns 48.8% of the Company’s issued and outstanding capital stock. Jon Isaac, the Company's President and Chief Executive Officer, is the President and sole member of ICG, and, accordingly, has sole voting and dispositive power with respect to these shares. Mr. Isaac also personally owns 219,177 shares of common stock and holds options to purchase up to 25,000 shares of common stock at an exercise price of $10.00 per share, all of which are currently exercisable. Mr. Isaac's options to purchase 25,000 shares of common stock were originally scheduled to expire on January 15, 2023, but, as amended on January 13, 2023, the expiration date was extended to January 15, 2025.

ICG Term Loan

As of June 30, 2023, the Company was a party to a term loan with ICG in the amount of $2.0 million (the “ICG Loan”). The ICG Loan matures on May 1, 2025 and bears interest at a rate of 12.5%. Interest is payable in arrears on the last day of each month. As of June 30, 2023 and September 30, 2022, the outstanding balance on this loan was $2.0 million.

ICG Revolving Promissory Note

On April 9, 2020, the Company, as borrower, entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $1.0 million revolving credit facility (the “ICG Revolver”). The ICG Revolver bears interest at 10.0% per annum and provides for the payment of interest monthly in arrears and matures April 2023. On April 1, 2023, the Company entered into the First Amendment of the ICG Revolver that extended the maturity to April 8, 2024 and increased the interest rate to 12% per annum. As of June 30, 2023 and September 30, 2022, the outstanding balance on this note was $1.0 million and $0, respectively.

ICG Flooring Liquidators Note

On January 18, 2023, in connection with the acquisition of Flooring Liquidators, Flooring Affiliated Holdings, LLC, a wholly-owned subsidiary of the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $5.0 million (“ICG Flooring Liquidators Loan”). The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12%. Interest is payable in arrears on the last day of each calendar month. The note is fully guaranteed by the Company. As of June 30, 2023, the outstanding balance on this loan was $5.0 million.

Transaction with Tony Isaac

On June 13, 2023, Tony Isaac, a member of the Company's board of directors, and father of the Company's CEO, Jon Isaac, exercised stock options for which he received 9,904 shares of the Company's common stock. On June 30, 2023, the Company repurchased Mr. Isaac's 9,904 shares of the Company's common stock for $25.85 per share, the closing market price on June 28, 2023, for approximately $256,000 (see Note 13).

Transactions with JanOne Inc.

Tony Isaac,a member of the Company's board of directors, and father of the Company's CEO, Jon Isaac, is the Chief Executive Officer and a director of JanOne Inc.(“JanOne”). Richard Butler, a member of the Company's board of directors, is a director of JanOne.

Lease Agreement

Customer Connexx LLC, formerly a subsidiary of JanOne, rents approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet. JanOne paid the Company $55,000 and $52,000 in rent and other reimbursed expenses for three months ended June 30, 2023 and 2022 and $160,000 and $163,000 in rent and other reimbursed expenses for the nine months ended June 30, 2023 and 2022, respectively.

Purchase Agreement with ARCA Recycling

On April 5, 2022, the Company entered into a Purchasing Agreement with ARCA Recycling, Inc. (“ARCA”), then a wholly-owned subsidiary of JanOne. Pursuant to the agreement, the Company agreed to purchase inventory from time to time for ARCA as set forth in submitted purchase orders. The inventory is owned by the Company until ARCA installs it in customer's homes, and payment by ARCA to the Company is due upon ARCA's receipt of payment from the customer. All purchases made by the Company must be paid back by ARCA in full, plus an additional five percent surcharge or broker-

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type fee. The initial term of the Agreement was for one year, and automatically renews for successive one-year terms if not terminated by either party.

Due to significant doubt that the full balance due from ARCA will be paid, on May 24, 2023 the parties entered into a Promissory Note in the aggregate principal amount of $583,894, which represented the principal balance due as of that date, payable by ARCA for the benefit of the Company, to repay the outstanding receivables balance (“ARCA Note”). The ARCA Note bears interest at a rate of 10% per annum with payments of $75,000 due each month beginning on June 1, 2023, until the promissory note is repaid in full, and accrues late fees if payments are delinquent. The Company also recorded an allowance of approximately $300,000 against the amount due. As of June 30, 2023, the amount due from ARCA was approximately $300,000, net of the allowance recorded.

Transactions with Vintage Stock CEO

Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, Inc., a wholly owned subsidiary of the Company, is the sole member of Spriggs Investments, LLC (“Spriggs Investments”).

Spriggs Promissory Note I

On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note I”) in favor of Spriggs Investments that memorializes a loan by Spriggs Investments to the Company in the initial principal amount of $2.0 million (the “Spriggs Loan I”). The Spriggs Loan I originally matured on July 10, 2022; however, the maturity date was extended to July 10, 2023, pursuant to unanimous written consent of the Board of Directors. The Spriggs Promissory Note I bears simple interest at a rate of 10.0% per annum. On January 19, 2023, the Company entered into a modification agreement of the Spriggs Loan I. Consequently, the Spriggs Promissory Note I will bear interest at a rate of 12% per annum, and the maturity date was extended to July 31, 2024. As of June 30, 2023 and September 30, 2022, the amount owed was $2.0 million.

Spriggs Promissory Note II

On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $1.0 million (the “Spriggs Loan II”). The Spriggs Loan II matures on July 31, 2024, and bears interest at a rate of 12% per annum. As of June 30, 2023, the amount owed was $1.0 million.

Transactions with Spyglass Estate Planning, LLC

Jon Isaac, the Company's President and Chief Executive Officer, is the sole member of Spyglass Estate Planning, LLC (“Spyglass”).

Building Leases

On July 1, 2022, in connection with its acquisition of Better Backers, Marquis entered into two building leases with Spyglass. The building leases are for 20 years with two options to renew for an additional five years each. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. The Company has evaluated each lease and determined the rental amounts to be at market rates.

Sellers Notes

Note Payable to the Sellers of Kinetic

In connection with the purchase of Kinetic (see Note 3), on June 28, 2022, Precision Marshall entered into a seller financed loan in the amount of $3.0 million with the previous owners of Kinetic. The Sellers Subordinated Acquisition Note bears interest at 7.0% per annum, with interest payable quarterly in arrears. The Sellers Subordinated Acquisition Note has a maturity date of September 27, 2027. As of June 30, 2023, the remaining principal balance was $3.0 million.

Note Payable to the Seller of Flooring Liquidators

In connection with the purchase of Flooring Liquidators, on January 18, 2023, Flooring Affiliated Holdings, LLC (“Buyer”) entered into a seller financed mezzanine loan, which is fully guaranteed by the Company, in the amount of $34.0 million with the previous owners of Flooring Liquidators. The Seller Subordinated Acquisition Note (“Sellers Note”) bears interest at 8.24% per annum, with interest payable monthly in arrears beginning on January 18, 2024. The Sellers Note has a maturity date of January 18, 2028. The fair value assigned to the Sellers Note, as calculated by an independent third-party firm, was $31.7 million, or a discount of $2.3 million. The $2.3 million discount is being accreted to interest expense, using

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the effective interest rate method, as required by GAAP, over the term of the Sellers Note. As of June 30, 2023, the carrying value of the Sellers Note was approximately $31.9 million.

Procedures for Approval of Related Party Transactions

In accordance with its charter, the Audit Committee reviews and determines whether to approve all related party transactions (as such term is defined for purposes of Item 404 of Regulation S-K). The Audit Committee participated in the review and approval of the transactions described above.

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 related 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, Inc. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018.

On August 2, 2021, the SEC filed a civil complaint in the United States District Court for the District of Nevada naming the Company and two of its executive officers - Jon Isaac, the Company’s current President and Chief Executive Officer, and Virland Johnson, the Company’s former Chief Financial Officer, as defendants (collectively, the “Company Defendants”) as well as certain other related third parties (the “SEC Complaint”). The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Exchange Act and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm.

On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the SEC complaint. On September 7, 2022, the court denied the Company Defendants’ motion to dismiss, but granted one of the third-party defendant’s motions to dismiss, granting the SEC leave to file an amended complaint. On September 21, 2022, the SEC filed an amended complaint to which the Company Defendants filed an answer on October 11, 2022, denying liability. The court subsequently entered a discovery scheduling order and the parties exchanged initial disclosures. The parties participated in a mediation in June 2023. The mediation was not successful and the case will now proceed through discovery.

The Company Defendants strongly dispute and deny the allegations and intend to continue to defend themselves vigorously against the claims.

Sieggreen Class Action

On August 13, 2021, Daniel E. Sieggreen, individually and on behalf of all others similarly situated claimants ("Plaintiff"), filed a class action complaint for violation of federal securities laws in the United States District Court for the District of

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Nevada, naming the Company, Jon Isaac, the Company's current President and Chief Executive Officer, and Virland Johnson, the Company's former Chief Financial Officer, as defendants (collectively, the "Company Defendants"). The allegations asserted are similar to those in the SEC Complaint. Among other sought relief, the complaint seeks damages in connection with the purchases and sales of the Company’s securities between December 28, 2016 and August 3, 2021. As of December 17, 2021, the judge granted a stipulation to stay proceedings pending the resolutions of the motions to dismiss in the SEC Complaint. On February 1, 2023, the final motion to dismiss relating to the SEC Complaint was denied, which was subsequently noticed in the Sieggreen action on February 2, 2023. Plaintiff filed an Amended Complaint on March 6, 2023. On May 5, 2023, the Company Defendants filed a Motion to Dismiss the Amended Complaint, and the briefing on that motion is now complete. Discovery is automatically stayed in this case until after the disposition of the Motion to Dismiss. If the Motion to Dismiss is not successful, the case will proceed to discovery. The Company Defendants strongly dispute and deny the allegations at issue in this case and intend to continue to defend themselves vigorously against these claims.

Holdback Matter

On October 10, 2022, a representative for the former shareholders of Precision Marshall filed a civil complaint in the Court of Chancery of the State of Delaware. The complaint alleges that the Company violated the terms of the Agreement and Plan of Merger dated July 14, 2020, by failing to pay the shareholders a certain indemnity holdback of $2,500,000. Plaintiff alleged that he effectuated service of the complaint on the Company, but the Company did not receive notification of the action until it received an Application for Default Judgment filed with the court on December 26, 2022. On December 28, 2022, the Court issued a letter order questioning its jurisdiction over the matter and directed plaintiff’s counsel to submit briefing as to why it believes jurisdiction is proper. Plaintiff filed its brief on January 13, 2023. On April 13, 2023, the Court dismissed the action in its entirety for lack of jurisdiction, rendering the Application for Default Judgment moot.

On January 12, 2023, and after jurisdiction over the case was questioned by the Court of Chancery, State of Delaware, plaintiff filed a substantially identical complaint in the Western District of Pennsylvania. After the Delaware action was dismissed, plaintiff requested that counsel waive service of the Pennsylvania complaint. On April 19, 2023, the Company agreed to waive service. The Company’s response to the Complaint was filed on August 7, 2023. The Company intends to defend itself vigorously against these claims.

Wage and Hour Matter

On July 27, 2022, Irma Sanchez, a former employee of Elite Builder Services, Inc. (“Elite Builders”), filed a class action complaint against Elite Builders in the Superior Court of California, County of Alameda. The complaint alleges that Elite Builders failed to pay all minimum and overtime wages, failed to provide lawful meal periods and rest breaks, failed to provide accurate itemized wage statements, and failed to pay all wages due upon separation as required by California law. The complaint was later amended as a matter of right on October 4, 2022. Further, Ms. Sanchez has put the Labor & Workforce Development Agency on notice to exhaust administrative remedies and enable her to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties. A Motion for Change of Venue to Stanislaus County was filed by Elite Builders on December 7, 2022. The hearing on the motion was heard on February 8, 2023 and the motion was granted. The Company believes that Ms. Sanchez’s claims lack merit and intends to defend this action vigorously. The Company is currently unable to estimate the range of possible losses associated with this proceeding since no discovery has commenced and the scope of class is not yet known.

Consumer Protection Act

On December 4, 2022, Sheila Thompson and Dennis Thompson filed a Complaint in the 21st Judicial Circuit Court of St. Louis County, Missouri asserting putative class claims arising under the Telephone Consumer Protection Act, 47 U.S.C. 227, and related Missouri state law claims pertaining to purportedly unsolicited text message advertisements. Vintage Stock, Inc. (“Vintage”) was served on December 13, 2022. On January 11, 2023, Vintage timely removed the case from the state court into federal court. On February 8, 2023, Vintage filed a Motion to Dismiss and Motion to Strike Class Allegations. On March 1, 2023, plaintiffs filed their First Amended Complaint that mooted the pending motion. On March 15, 2023, Vintage moved to dismiss and/or strike the First Amended Complaint.

The motion is fully briefed and stands submitted to the Court for decision. Vintage disputes the allegations and intends to defend itself vigorously against the claims in the First Amended Complaint. As the case is still in the pleading stage, it is premature to estimate potential liability.

---

Salomon Whitney Settlement

Effective March 31, 2023, the Company entered into a settlement agreement in which the principals of Salomon Whitney, LLC agreed to pay the Company $1.0 million within 10 days of the effective date, and agreed to pay an additional $1.0 million within 45 days of the effective date if certain conditions of the settlement agreement were not met. The Company recorded a receivable for the initial payment of $1.0 million on March 31, 2023, which it has recorded as other income in its condensed consolidated statements of income, and payment was received on April 17, 2023. The Company received and recorded payment for the additional $1.0 million on May 16, 2023.

Generally

The Company is 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. The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued.

The Company operates in five operating segments which are characterized as: (1) Retail-Entertainment, (2) Retail-Flooring, (3) Flooring Manufacturing, (4) Steel Manufacturing, and (5) Corporate and Other. The Retail-Entertainment segment consists of Vintage Stock; the Retail-Flooring segment consists of Flooring Liquidators; the Flooring Manufacturing Segment consists of Marquis; and the Steel Manufacturing Segment consists of Precision Marshall and Kinetic.

The following tables summarize segment information (in $000's):

			For the Three Months Ended June 30,												For the Nine Months Ended June 30,
			2023						2022						2023						2022
Revenues
Retail-Entertainment			$	18,009					$	19,227					$	60,388					$	66,179
Retail-Flooring			27,449						—						48,218						—
Flooring Manufacturing			27,424						32,188						84,195						97,832
Steel Manufacturing			18,409						14,974						56,306						41,367
Corporate & Other			225						1,880						2,517						7,755
Total revenues			$	91,516					$	68,269					$	251,624					$	213,133
Gross profit
Retail-Entertainment			$	9,845					$	10,226					$	32,606					$	34,726
Retail-Flooring			10,386						—						18,128						—
Flooring Manufacturing			6,388						7,466						18,377						25,075
Steel Manufacturing			5,381						4,010						15,420						11,877
Corporate & Other			169						647						1,190						3,240
Total gross profit			$	32,169					$	22,349					$	85,721					$	74,918
Operating income (loss)
Retail-Entertainment			$	1,548					$	2,202					$	7,542					$	10,144
Retail-Flooring			1,049						—						833						—
Flooring Manufacturing			2,022						3,289						5,179						11,772
Steel Manufacturing			2,703						1,268						6,972						5,641
Corporate & Other			(1,761)						(895)						(5,446)						(2,837)
Total operating income			$	5,561					$	5,864					$	15,080					$	24,720
Depreciation and amortization
Retail-Entertainment			$	316					$	290					$	949					$	926

---

The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements other than as discussed below:

Acquisition of Precision Metal Works

On July 20, 2023, the Company acquired Precision Metal Works, Inc. (“PMW”), a Kentucky-based Metal Stamping and Value-Added Manufacturing Company. PMW was acquired for total consideration of approximately $28 million, comprised of a $25 million purchase price, with additional consideration of up to $3 million paid in the form of an earn-out. The purchase price was funded in part by a $2.5 million seller note, borrowings under a credit facility of $14.4 million, and proceeds under a sale-lease back transaction. The acquisition involved no issuance of stock of the Company. Management will assess the fair value of total consideration in accordance with Accounting Standards Codification 805, Business Combinations, in connection with the application of purchase accounting.

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v3.23.2

Cover Page - shares	9 Months Ended
	Jun. 30, 2023	Aug. 07, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
File Number	001-33937
Entity Registrant Name	Live Ventures Inc
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
Security12b Title	Common Stock, $0.001 par value per share
Trading Symbol	LIVE
Security Exchange Name	NASDAQ
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
Entity Common Stock, Shares Outstanding		3,164,330
Entity Central Index Key	0001045742
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

v3.23.2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Assets
Cash	$ 3,547	$ 4,600
Trade receivables, net of allowance for doubtful accounts of $194,000 at June 30, 2023 and $132,000 at September 30, 2022	27,358	25,665
Inventories, net of reserves of $3.5 million at June 30, 2023 and $2.4 million at September 30, 2022	114,075	97,659
Income taxes receivable	4,087	4,403
Prepaid expenses and other current assets	3,249	2,477
Total current assets	152,316	134,804
Property and equipment, net of accumulated depreciation of $34.3 million at June 30, 2023, and $26.7 million at September 30, 2022	65,431	64,590
Right of use asset - operating leases	45,321	33,659
Deposits and other assets	1,593	647
Intangible assets, net of accumulated amortization of $3.4 million at June 30, 2023 and $2.1 million at September 30, 2022	24,117	3,844
Goodwill	71,389	41,093
Total assets	360,167	278,637
Liabilities:
Accounts payable	14,808	10,899
Accrued liabilities	22,748	16,486
Current portion of lease obligations - operating leases	10,582	7,851
Current portion of lease obligations - finance leases	355	217
Total current liabilities	73,182	56,388
Lease obligation long term - operating leases	39,588	30,382
Lease obligation long term - finance leases	20,004	19,568
Deferred taxes	13,046	8,818
Other non-current obligations	852	1,615
Total liabilities	255,964	181,475
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value, 10,000,000 shares authorized, 3,164,432 and 3,074,833 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively	2	2
Paid in capital	68,888	65,321
Treasury stock common 659,961 and 620,971 shares as of June 30, 2023 and September 30, 2022, respectively	(8,203)	(7,215)
Retained earnings	43,971	39,509
Equity attributable to Live stockholders	104,651	97,610
Non-controlling interest	(448)	(448)
Total stockholders' equity	104,203	97,162
Total liabilities and stockholders' equity	360,167	278,637
Nonrelated Party
Liabilities:
Current portion of long-term debt and noted payable related parties	23,689	18,935
Long-term debt, net of current portion	64,519	59,704
Related Party
Liabilities:
Current portion of long-term debt and noted payable related parties	1,000	2,000
Long-term debt, net of current portion	44,773	5,000
Series E Convertible Preferred Stock
Stockholders' equity:
Series E convertible preferred stock, $0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at June 30, 2023 and September 30, 2022, respectively, with a liquidation preference of $0.30 per share outstanding	0	0
Treasury stock Series E preferred 80,000 shares as of June 30, 2023 and September 30, 2022, respectively	$ (7)	$ (7)

v3.23.2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Allowance for doubtful account	$ 194,000	$ 132,000
Inventories reserves	3,500	2,400
Property and equipment, accumulated depreciation	34,300	26,700
Intangible assets, accumulated amortization	$ 3,413	$ 2,149
Stockholders' equity:
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	3,164,432	3,074,833
Common stock, shares outstanding (in shares)	3,164,432	3,074,833
Treasury stock (in shares)	659,961	620,971
Series E Convertible Preferred Stock
Stockholders' equity:
Preferred stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	200,000	200,000
Preferred stock, shares issued (in shares)	47,840	47,840
Preferred stock, outstanding shares (in shares)	47,840	47,840
Preferred stock, liquidation preference (in usd per share)	$ 0.30	$ 0.30
Treasury stock, Series E preferred (in shares)	80,000	80,000

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenues	$ 91,516	$ 68,269	$ 251,624	$ 213,133
Cost of revenues	59,347	45,920	165,903	138,215
Gross profit	32,169	22,349	85,721	74,918
Operating expenses:
General and administrative expenses	23,226	13,407	60,443	40,718
Sales and marketing expenses	3,382	3,078	10,198	9,480
Total operating expenses	26,608	16,485	70,641	50,198
Operating income	5,561	5,864	15,080	24,720
Other (expense) income:
Interest expense, net	(3,485)	(674)	(8,767)	(2,549)
Gain (loss) on debt extinguishment	0	279	0	(84)
Gain on disposal of fixed assets	(29)	(443)	(22)	(444)
Loss on write-off of ROU asset	0	(522)	0	(522)
Salomon Whitney settlement	1,000	0	2,000	0
Loss on disposition of Salomon Whitney	(1,696)	0	(1,696)	0
Gain on bankruptcy settlement	0	0	0	11,352
Other income (expense)	6	333	(671)	751
Total other income (expense), net	(4,204)	(1,027)	(9,156)	8,504
Income before provision for income taxes	1,357	4,837	5,924	33,224
Provision for income taxes	297	1,365	1,462	7,848
Net income	1,060	3,472	4,462	25,376
Net income attributable to Live stockholders	$ 1,060	$ 3,472	$ 4,462	$ 25,376
Income per share:
Basic (in usd per share)	$ 0.33	$ 1.12	$ 1.43	$ 8.11
Diluted (in usd per share)	$ 0.33	$ 1.11	$ 1.42	$ 8.01
Weighted average common shares outstanding:
Basic (in shares)	3,166,842	3,090,321	3,123,177	3,128,813
Diluted (in shares)	3,186,904	3,130,925	3,143,634	3,169,258

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Operating Activities:
Net income	$ 4,462,000	$ 25,376,000
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition:
Depreciation and amortization	9,978,000	4,616,000
(Gain)/loss on disposal of property and equipment	29,000	443,000
Gain on bankruptcy settlement	0	(11,501,000)
Amortization of debt issuance cost	223,000	(95,000)
Stock based compensation expense	396,000	37,000
Amortization of right-of-use assets	2,069,000	8,517,000
Write-off of ROU asset	0	522,000
Change in reserve for uncollectible accounts	62,000	(6,000)
Change in reserve for obsolete inventory	1,030,000	431,000
Change in deferred income taxes	4,227,000	2,529,000
Disposition of SW Financial, net of cash retained	1,509,000	0
Changes in assets and liabilities, net of acquisitions:
Trade receivables	2,940,000	(362,000)
Inventories	2,917,000	(18,582,000)
Income taxes payable/receivable	316,000	(481,000)
Prepaid expenses and other current assets	3,482,000	(450,000)
Deposits and other assets	(1,002,000)	(362,000)
Accounts payable	(1,039,000)	3,741,000
Accrued liabilities	(5,656,000)	(3,553,000)
Other Liabilities	63,000	24,000
Net cash provided by operating activities	26,006,000	10,844,000
Investing Activities:
Acquisition of Flooring Liquidators, net of cash acquired	(33,929,000)	0
Acquisition of Kinetic	0	(24,355,000)
Acquisition of Cal Coast Carpets	(1,300,000)	0
Purchase of property and equipment	(3,499,000)	(8,304,000)
Net cash used in investing activities	(38,728,000)	(32,659,000)
Financing Activities:
Net borrowings under revolver loans	3,133,000	18,179,000
Proceeds from issuance of notes payable	9,878,000	20,292,000
Payments on notes payable	(5,555,000)	(15,122,000)
Proceeds from issuing related party notes payable	7,000,000	0
Payments for debt acquisition costs	(98,000)	0
Purchase of common treasury stock	(988,000)	(2,528,000)
Payments on financing leases	(1,621,000)	(120,000)
Payments on seller financing arrangements	(51,000)	0
Cash paid for taxes on net settlement of stock option exercise	(29,000)	0
Debtor-in-possession cash	0	75,000
Net cash provided by financing activities	11,669,000	20,776,000
Decrease in cash	(1,053,000)	(1,039,000)
Cash, beginning of period	4,600,000	4,664,000
Cash, end of period	3,547,000	3,625,000
Supplemental cash flow disclosures:
Interest paid	7,443,000	2,496,000
Income taxes paid	102,000	5,795,000
Noncash financing and investing activities:
Noncash items related to Flooring Liquidators acquisition	36,900,000	0
Noncash stock options exercise	$ 327,000	$ 0

v3.23.2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Series E Preferred Stock	Preferred Stock Series B Preferred Stock	Preferred Stock Series E Preferred Stock	Common Stock	Paid-In Capital	Series E Preferred Stock Treasury Stock	Common Stock Treasury Stock	Retained Earnings	Non-controlling Interest
Beginning balance, preferred stock (in shares) at Sep. 30, 2021			315,790	47,840
Beginning balance, common stock (in shares) at Sep. 30, 2021					1,582,334
Beginning balance at Sep. 30, 2021	$ 75,080		$ 0	$ 0	$ 2	$ 65,284	$ (7)	$ (4,519)	$ 14,768	$ (448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	18					18
Net income	6,546								6,546
Ending balance, preferred stock (in shares) at Dec. 31, 2021			315,790	47,840
Ending balance, common stock (in shares) at Dec. 31, 2021					1,582,334
Ending balance at Dec. 31, 2021	81,644		$ 0	$ 0	$ 2	65,302	(7)	(4,519)	21,314	(448)
Beginning balance, preferred stock (in shares) at Sep. 30, 2021			315,790	47,840
Beginning balance, common stock (in shares) at Sep. 30, 2021					1,582,334
Beginning balance at Sep. 30, 2021	75,080		$ 0	$ 0	$ 2	65,284	(7)	(4,519)	14,768	(448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	25,376
Ending balance, preferred stock (in shares) at Jun. 30, 2022			0	47,840
Ending balance, common stock (in shares) at Jun. 30, 2022					3,081,456
Ending balance at Jun. 30, 2022	97,965		$ 0	$ 0	$ 2	65,321	(7)	(7,047)	40,144	(448)
Beginning balance, preferred stock (in shares) at Dec. 31, 2021			315,790	47,840
Beginning balance, common stock (in shares) at Dec. 31, 2021					1,582,334
Beginning balance at Dec. 31, 2021	81,644		$ 0	$ 0	$ 2	65,302	(7)	(4,519)	21,314	(448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of common treasury stock (in shares)					(65,668)
Purchase of common treasury stock	(2,084)							(2,084)
Stock based compensation	19					19
Conversion of Series B preferred stock (in shares)			(315,790)		1,578,950
Conversion of Series B preferred stock	0		$ 0		$ 0
Net income	15,358								15,358
Ending balance, preferred stock (in shares) at Mar. 31, 2022			0	47,840
Ending balance, common stock (in shares) at Mar. 31, 2022					3,095,616
Ending balance at Mar. 31, 2022	94,937		$ 0	$ 0	$ 2	65,321	(7)	(6,603)	36,672	(448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of common treasury stock (in shares)					(14,160)
Purchase of common treasury stock	(444)							(444)
Net income	3,472								3,472
Ending balance, preferred stock (in shares) at Jun. 30, 2022			0	47,840
Ending balance, common stock (in shares) at Jun. 30, 2022					3,081,456
Ending balance at Jun. 30, 2022	$ 97,965		$ 0	$ 0	$ 2	65,321	(7)	(7,047)	40,144	(448)
Beginning balance, preferred stock (in shares) at Sep. 30, 2022		47,840	0	47,840
Beginning balance, common stock (in shares) at Sep. 30, 2022	3,074,833				3,074,833
Beginning balance at Sep. 30, 2022	$ 97,162		$ 0	$ 0	$ 2	65,321	(7)	(7,215)	39,509	(448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of common treasury stock (in shares)					(24,710)
Purchase of common treasury stock	(621)							(621)
Net income	1,844								1,844
Ending balance, preferred stock (in shares) at Dec. 31, 2022			0	47,840
Ending balance, common stock (in shares) at Dec. 31, 2022					3,050,123
Ending balance at Dec. 31, 2022	$ 98,385		$ 0	$ 0	$ 2	65,321	(7)	(7,836)	41,353	(448)
Beginning balance, preferred stock (in shares) at Sep. 30, 2022		47,840	0	47,840
Beginning balance, common stock (in shares) at Sep. 30, 2022	3,074,833				3,074,833
Beginning balance at Sep. 30, 2022	$ 97,162		$ 0	$ 0	$ 2	65,321	(7)	(7,215)	39,509	(448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock option exercise (in shares)	31,250
Net income	$ 4,462
Ending balance, preferred stock (in shares) at Jun. 30, 2023		47,840	0	47,840
Ending balance, common stock (in shares) at Jun. 30, 2023	3,164,432				3,164,432
Ending balance at Jun. 30, 2023	$ 104,203		$ 0	$ 0	$ 2	68,888	(7)	(8,203)	43,971	(448)
Beginning balance, preferred stock (in shares) at Dec. 31, 2022			0	47,840
Beginning balance, common stock (in shares) at Dec. 31, 2022					3,050,123
Beginning balance at Dec. 31, 2022	98,385		$ 0	$ 0	$ 2	65,321	(7)	(7,836)	41,353	(448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of common treasury stock (in shares)					(674)
Purchase of common treasury stock	(17)							(17)
Stock based compensation	109					109
Issuance of common stock (in shares)					116,441
Issuance of common stock	3,200					3,200
Net income	1,558								1,558
Ending balance, preferred stock (in shares) at Mar. 31, 2023			0	47,840
Ending balance, common stock (in shares) at Mar. 31, 2023					3,165,890
Ending balance at Mar. 31, 2023	103,235		$ 0	$ 0	$ 2	68,630	(7)	(7,853)	42,911	(448)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of common treasury stock (in shares)					(13,606)
Purchase of common treasury stock	(350)							(350)
Stock based compensation	287					287
Stock option exercise (in shares)					12,148
Taxes paid on net settlement of stock options exercised	(29)					(29)
Issuance of common stock (in shares)					0
Issuance of common stock	0					0
Net income	$ 1,060								1,060
Ending balance, preferred stock (in shares) at Jun. 30, 2023		47,840	0	47,840
Ending balance, common stock (in shares) at Jun. 30, 2023	3,164,432				3,164,432
Ending balance at Jun. 30, 2023	$ 104,203		$ 0	$ 0	$ 2	$ 68,888	$ (7)	$ (8,203)	$ 43,971	$ (448)

v3.23.2

Background and Basis of Presentation	9 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Background and Basis of Presentation	Background and Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Live Ventures Incorporated, a Nevada corporation, and its subsidiaries (collectively, “Live Ventures” or the “Company”). Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. The Company has five operating segments: Retail-Entertainment, Retail-Flooring, Flooring Manufacturing, Steel Manufacturing, and Corporate and Other. The Retail-Entertainment segment includes Vintage Stock, Inc. (“Vintage Stock”), which is engaged in the retail sale of new and used movies, music, collectibles, comics, books, games, game systems and components. The Retail-Flooring segment includes Flooring Liquidators, Inc. (“Flooring Liquidators”), which is engaged in the retail sale and installation of floors, carpets, and countertops. The Flooring Manufacturing segment includes Marquis Industries, Inc. (“Marquis”), which is engaged in the manufacture and sale of carpet and the sale of vinyl and wood floor coverings. The Steel Manufacturing Segment includes Precision Industries, Inc. (“Precision Marshall”), which is engaged in the manufacture and sale of alloy and steel plates, ground flat stock and drill rods, and The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of the Company’s management, this interim information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. The results of operations for the three and nine months ended June 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2023. The financial information included in these statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto as of September 30, 2022 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2022 (the “2022 Form 10-K”).

v3.23.2

Summary of Significant Accounting Policies	9 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Principles of Consolidation The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. The Company records a non-controlling interest within stockholders’ equity for the portion of the entity’s equity attributed to the consolidated entities that are not wholly owned. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results. Reclassifications Certain amounts in the prior period have been reclassified to conform to the current period presentation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed consolidated financial statements, as well as 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 condensed consolidated financial statements include the estimated reserve for doubtful accounts, the estimated reserve for excess and obsolete inventory, fair values of goodwill, other intangibles and long-lived assets in connection with an acquisition, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets and property and equipment. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. Effective December 31, 2021, the Secured Overnight Financing Rate (“SOFR”) replaced the USD London Interbank-Offered Rate (“LIBOR”) for most financial benchmarking. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company has adopted this new accounting standard on its condensed consolidated financial statements and related disclosures; however, adoption of this ASU had no material impact on the Company's financial statements.

v3.23.2

Acquisitions	9 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Acquisitions	Acquisitions Acquisition of Flooring Liquidators On January 18, 2023, Live Ventures acquired 100% of the issued and outstanding equity interests (the “Equity Interests”) of Flooring Liquidators, Inc., Elite Builder Services, Inc., 7 Day Stone, Inc., Floorable, LLC, K2L Leasing, LLC, and SJ & K Equipment, Inc. (collectively, the “Acquired Companies”). The Acquired Companies are leading retailers and installers of floors, carpets, and countertops to consumers, builders and contractors in California and Nevada (see Note 11). The acquisition was effected pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with an effective date of January 18, 2023 by and among the Company, and Stephen J. Kellogg, as the seller representative of the equity holders of the Acquired Companies and individually in his capacity as an equity holder of the Acquired Companies, and the other equity holders of the Acquired Companies (collectively, the “Seller”). The purchase price for the Equity Interests was $83.8 million before any fair value considerations, and is comprised of the following: •$41.8 million in cash to the Seller; •$34.0 million (the “Note Amount”) to certain trusts for the benefit of Kellogg and members of his family (the “Kellogg Trusts”) pursuant to the issuance by the Company of a subordinated promissory note (the “Note”) in favor of the Kellogg Trusts; •$4.0 million to the Kellogg 2022 Family Irrevocable Nevada Trust by issuance of 116,441 shares of Company Common Stock (as defined in the Purchase Agreement) (the “Share Amount”), calculated in the manner described in the Purchase Agreement; •$2.0 million holdback; and •$2.0 million of contingent consideration, comprised of $1.0 million in cash and $1.0 million in restricted stock units. The fair value the purchase price components outlined above was $78.7 million due to fair value adjustments for the Note, restricted stock, and contingent consideration. Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $30.6 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of January 18, 2023, as calculated by an independent third-party firm. The Company anticipates approximately $13.4 million of the goodwill arising from the acquisition to be fully deductible for tax purposes. 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): Purchase price $ 78,700  Accounts payable 5,189  Accrued liabilities 11,484  Debt 60  Total liabilities assumed 16,733  Total consideration 95,433  Cash 7,871  Accounts receivable 4,824  Inventory 19,102  Property, plant and equipment 4,678  Intangible assets Trade names $ 13,275  Customer relationships 7,700  Non-compete agreements 1,625  Other 49  Subtotal intangible assets 22,649  Other 5,701  Total assets acquired 64,825  Total goodwill $ 30,608  During the three months ended June 30, 2023, the Company recorded a fair value adjustment to increase goodwill by $1.9 million. The increase relates to an increase in the value of other assets acquired of $1.3 million, as well as an increase in the value of accrued liabilities assumed of $2.3 million, partially offset by a reduction in inventory acquired of $842,000. Pro Forma Information The table below presents selected proforma information for the Company for the nine-month period ended June 30, 2023, and the three and nine month period ended June 30, 2022 assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 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 Reported Adjustments Proforma Live Unaudited Three Months Ended June 30, 2022 Flooring Liquidators Unaudited Three Months Ended June 30, 2022 Adjustments(1) Live for the Three Months Ended June 30, 2022 Net revenue $ 68,269  $ 32,525  $ 100,794  Net income $ 3,472  $ 2,562  $ (2,008) $ 4,026  Earnings per basic common share $ 1.12  $ 1.30  Earnings per basic diluted share $ 1.11  $ 1.29  As Reported Adjustments Proforma Live Unaudited Nine Months Ended June 30, 2023 Flooring Liquidators Unaudited Nine Months Ended June 30, 2023 (2) Adjustments(1) Live for the Nine Months Ended June 30, 2023 Net revenue $ 251,624  $ 37,702  $ 289,326  Net income 4,462  $ (1,033) $ (2,226) $ 1,203  Earnings per basic common share $ 1.43  $ 0.39  Earnings per basic diluted share $ 1.42  $ 0.38  As Reported Adjustments Proforma Live Unaudited Nine Months Ended June 30, 2022 Flooring Liquidators Unaudited Nine Months Ended June 30, 2022 Adjustments(1) Live for the Nine Months Ended June 30, 2022 Net revenue $ 213,133  $ 92,375  $ 305,508  Net income $ 25,376  $ 7,783  $ (5,826) $ 27,333  Earnings per basic common share $ 8.11  $ 8.74  Earnings per basic diluted share $ 8.01  $ 8.62  (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 revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition. (2)    Amounts presented are for predecessor period. Acquisition of Cal Coast Carpets On June 2, 2023, Flooring Liquidators acquired certain fixed assets and other intangible assets of Cal Coast Carpets, Inc. (“Cal Coast”), and its Shareholders, which was effected through two Asset Purchase Agreements (“Agreement”, or collectively, “Agreements”). No liabilities were assumed as part of either transaction. The purchase price for the fixed assets acquired from Cal Coast was $35,000, and the intangible assets acquired from the Shareholders was approximately $1.265 million, for a total combined purchase price of $1.3 million. The intangible assets acquired were comprised of customer relationships, trade name, and non-compete agreements. The acquisition was determined to be an asset acquisition for accounting purposes and, as such, no goodwill was recorded as part of the transaction. The values assigned to the assets acquired are based on their estimates of fair value available as of June 2, 2023, as calculated by management. 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 Kinetic On June 28, 2022, Precision Marshall (“Precision”) acquired 100% of the issued and outstanding shares of common stock of The Kinetic Co., Inc. (“Kinetic”), a Wisconsin corporation, which was effected through a Purchase Agreement (the “Purchase Agreement”). In connection with the Purchase Agreement, Precision also entered into a Real Estate Purchase Agreement with Plant B-6, LLC, an affiliate of Kinetic, pursuant to which Precision received all of Kinetic's right, title, and interest in and to the land and improvements (collectively, the “Real Estate”) that Kinetic uses in its operations. The combined purchase price for the Kinetic shares and Real Estate was approximately $24.7 million, which was funded with approximately $11.0 million in borrowings under the company’s credit facility, approximately $8.3 million in proceeds from the sale and leaseback of the Real Estate, a subordinated promissory note in the principal amount of $3.0 million for the benefit of the Seller of Kinetic, $1.7 million of cash on-hand, a contingent earn-out liability valued at $997,000, a working capital adjustment of approximately $400,000, which was paid in cash, and a final fair value adjustment of approximately $312,000, which was noncash. As of the date of acquisition, Precision entered into a sale and leaseback agreement with a third-party, independent of the Kinetic sellers, for the Real Estate. The sale price of the Real Estate was approximately $8.9 million, subject to closing fees of approximately $547,000. The provisions of the lease agreement include a 20-year lease term with two five-year renewal options. The base rent under the lease agreement is $600,000 for the first year of the term and a 2% per annum escalator. The Lease Agreement is a “net lease,” such that the lessees are also obligated to pay all taxes, insurance, assessments, and other costs, expenses, and obligations of ownership of the Real Property incurred by the lessor. Due to the highly specialized nature of the leased assets, the Company currently believes that it is more likely than not that each of the two five-year options will be exercised. The proceeds, net of closing fees, from the sale-leaseback were used to assist in funding the acquisition of Kinetic. Under the purchase price allocation, the Company recognized goodwill of approximately $3.0 million, which is calculated as the excess of both the consideration exchanged and liabilities assumed as compared to the fair value of the identifiable assets acquired. The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of June 28, 2022, as calculated by an independent third-party firm. Goodwill arising from the acquisition is expected to be fully deductible for tax purposes. The table below outlines the purchase price allocation of the purchase for Kinetic to the acquired identifiable assets, liabilities assumed and goodwill as of June 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  Pro Forma Information The table below presents selected proforma information for the Company for the three and nine-month periods ended June 30, 2022, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 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 Reported Adjustments Proforma Live Unaudited Three Months Ended June 30, 2022 Kinetic Unaudited Three Months Ended June 30, 2022 Adjustments(1) Live for the Three Months Ended June 30, 2022 Net revenue $ 68,269  $ 5,696  $ 73,965  Net income $ 3,472  $ 712  $ (69) $ 4,115  Earnings per basic common share $ 1.12  $ 1.33  Earnings per basic diluted share $ 1.11  $ 1.31  As Reported Adjustments Proforma Live Unaudited Nine Months Ended June 30, 2022 Kinetic Unaudited Nine Months Ended June 30, 2022 Adjustments(1) Live for the Nine Months Ended June 30, 2022 Net revenue $ 213,133  $ 15,418  $ 228,551  Net income $ 25,376  $ 1,286  $ (207) $ 26,455  Earnings per basic common share $ 8.11  $ 8.46  Earnings per basic diluted share $ 8.01  $ 8.35  (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. • Certain other expenses have been adjusted to reflect the post-acquisition operating environment. Acquisition of Better Backers On July 1, 2022, Live acquired certain assets and intellectual property of Better Backers, a Georgia corporation, which was effected through an Asset Purchase Agreement (the “Asset Purchase Agreement”). No liabilities were assumed as part of the acquisition. The purchase price, which is subject to certain post-closing adjustments, was approximately $3.2 million, which is comprised of $1.8 million that was paid upon closing, and the $1.4 million present value of $1.5 million of non-compete payments to be made over a 24-month period. In order to expedite the transaction, the acquisition was originally made by Live, and the $1.8 million paid upon closing was funded with borrowings under Live’s credit line with Isaac Capital Group (“ICG”). On August 18, 2022, Marquis repaid the $1.8 million to ICG and assumed ownership of Better Backers. In connection with the acquisition, Marquis entered into two 20-year building leases with Spyglass Estate Planning, LLC, a related party (see Note 16), with two options to renew for an additional five years each. The fair value of the buildings and improvement is approximately $9.3 million. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. Due to the highly specialized nature of the leased assets, the Company currently believes that it is more likely than not that it will not cancel during the initial 24-month term, and that each of the two five-year options will be exercised. The base rent under the lease agreements is approximately $73,000 and $32,000 per month, respectively, for the first year of the term, and each lease agreement has a 2.5% per annum escalator. The lease agreements are each “net leases”, such that the lessee is also obligated to pay all taxes, insurance, assessments, and other costs, expenses, and obligations of ownership of the property. The Company has evaluated each lease and determined the rent amounts to be at market rates. These leases are being treated as finance leases for accounting purposes, as described in ASC 842 “Leases”. Under the purchase price allocation, no goodwill was recognized. The values assigned to the assets acquired are based on their estimates of fair value available as of July 1, 2022, as calculated by management. The table below outlines the purchase price allocation of the purchase for Better Backers to the acquired identifiable assets (in $000’s): Total purchase price $ 3,166  Inventory 748  Property, plant and equipment 2,118  Intangible assets 300  Total assets acquired 3,166

v3.23.2

Variable Interest Entity	9 Months Ended
	Jun. 30, 2023
Variable Interest Entity Disclosure [Abstract]
Variable Interest Entity	Variable Interest Entity On March 31, 2023, the Company entered into a Settlement Agreement and Mutual Release (“Agreement”) with Angia Holdings, LLC and Thomas Diamante and Lawrence Zelin (“Principals”). The Agreement stipulated that the Principals would pay the Company $1,000,000 within 10 days of the effective date of the Agreement, and an additional $1,000,000 within 45 days of the effective date of the Agreement if a joint venture, with terms acceptable to the Company, was not formed. The Principals made the initial $1,000,000 payment in April 2023, and, having failed to form a joint venture, as described above, made the second $1,000,000 payment in May 2023. Consequently, employment of the Principals was terminated, and operations of SW Financial were shut down. The Company recorded a gain on receipt of the settlement amounts of $2,000,000 and a loss on deconsolidation of SW Financial's assets and liabilities of approximately $1.7 million, as detailed in the table below (in $000’s): Accounts payable $ 242  Lease liabilities 728     Total deconsolidation of liabilities 970  Cash 187  Accounts receivable 130  Other current assets 187  Intangible assets Customer Relationships 1,348  Tradenames 72  Subtotal Intangible Assets 1,420  Right-of-use assets 687  Other assets 55  Total deconsolidation of assets 2,666  Total loss on deconsolidation $ (1,696)

v3.23.2

Leases	9 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	Leases The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. As of June 30, 2023, the weighted average remaining lease term for operating leases is 7.2 years. The Company's weighted average discount rate for operating leases is 8.4%. Total cash payments for operating leases for the nine months ended June 30, 2023 and 2022 were approximately $8.2 million and $7.2 million, respectively. Additionally, we obtained right-of-use assets in exchange for operating lease liabilities of approximately $19.9 million upon commencement of operating leases during the nine months ended June 30, 2023. As of June 30, 2023, the weighted average remaining lease term for finance leases is 26.9 years. The Company's weighted average discount rate for finance leases is 13.2%. Total cash payments for finance leases for the nine months ended June 30, 2023 and 2022 were approximately $1.6 million and $0, respectively. Additionally, we obtained right-of-use assets in exchange for finance lease liabilities of approximately $443,000 upon commencement of operating leases during the nine months ended June 30, 2023. The following table details our right of use assets and lease liabilities as of June 30, 2023 and September 30, 2022 (in $000's): June 30, 2023 September 30, 2022 Right of use asset - operating leases $ 45,321  $ 33,659  Lease liabilities: Current - operating 10,582  7,851  Current - finance 355  217  Long term - operating 39,588  30,382  Long term - finance 20,004  19,568  The Company records finance lease right of use assets as property and equipment. The balance, as of June 30, 2023 and September 30, 2022 is as follows (in $000’s): Property and equipment, at cost $ 16,471  $ 16,029  Accumulated depreciation $ (514) $ (130) Property and equipment, net $ 15,957  $ 15,899  Total present value of future lease payments of operating leases as of June 30, 2023 (in $000's): Twelve months ended June 30, 2023 $ 13,855  2024 11,515  2025 9,655  2026 7,525  2027 4,987  Thereafter 15,462  Total 62,999  Less implied interest (12,829) Present value of payments $ 50,170  Total present value of future lease payments of finance leases as of June 30, 2023 (in $000's): Twelve months ended June 30, 2023 $ 2,175  2024 2,222  2025 2,223  2026 2,268  2027 2,345  Thereafter 72,260  Total 83,493  Less implied interest (63,134) Present value of payments $ 20,359  In connection with the acquisition of Flooring Liquidators (see Note 3), as of June 30, 2023, the Company obtained right-of-use assets in exchange for operating lease liabilities of $16.8 million, and right-of-use assets in exchange for finance lease liabilities of $443,000. In connection with the disposition of SW Financial (see Note 4), the Company deconsolidated approximately $687,000 of right-of-use assets and $728,000 of operating lease liabilities, which were included in the calculation of the loss on disposition. During the nine months ended June 30, 2023 and 2022, the Company recorded no impairment charges relating to any of its leases.
Leases	Leases The Company leases retail stores, warehouse facilities, and office space. These assets and properties are generally leased under noncancelable agreements that expire at various future dates with many agreements containing renewal options for additional periods. The agreements, which have been classified as either operating or finance leases, generally provide for minimum and, in some cases, percentage rent, and require the Company to pay all insurance, taxes, and other maintenance costs. As a result, the Company recognizes assets and liabilities for all leases with lease terms greater than 12 months. The amounts recognized reflect the present value of remaining lease payments for all leases. The discount rate used is an estimate of the Company’s blended incremental borrowing rate based on information available associated with each subsidiary’s debt outstanding at lease commencement. In considering the lease asset value, the Company considers fixed and variable payment terms, prepayments and options to extend, terminate or purchase. Renewal, termination, or purchase options affect the lease term used for determining lease asset value only if the option is reasonably certain to be exercised. As of June 30, 2023, the weighted average remaining lease term for operating leases is 7.2 years. The Company's weighted average discount rate for operating leases is 8.4%. Total cash payments for operating leases for the nine months ended June 30, 2023 and 2022 were approximately $8.2 million and $7.2 million, respectively. Additionally, we obtained right-of-use assets in exchange for operating lease liabilities of approximately $19.9 million upon commencement of operating leases during the nine months ended June 30, 2023. As of June 30, 2023, the weighted average remaining lease term for finance leases is 26.9 years. The Company's weighted average discount rate for finance leases is 13.2%. Total cash payments for finance leases for the nine months ended June 30, 2023 and 2022 were approximately $1.6 million and $0, respectively. Additionally, we obtained right-of-use assets in exchange for finance lease liabilities of approximately $443,000 upon commencement of operating leases during the nine months ended June 30, 2023. The following table details our right of use assets and lease liabilities as of June 30, 2023 and September 30, 2022 (in $000's): June 30, 2023 September 30, 2022 Right of use asset - operating leases $ 45,321  $ 33,659  Lease liabilities: Current - operating 10,582  7,851  Current - finance 355  217  Long term - operating 39,588  30,382  Long term - finance 20,004  19,568  The Company records finance lease right of use assets as property and equipment. The balance, as of June 30, 2023 and September 30, 2022 is as follows (in $000’s): Property and equipment, at cost $ 16,471  $ 16,029  Accumulated depreciation $ (514) $ (130) Property and equipment, net $ 15,957  $ 15,899  Total present value of future lease payments of operating leases as of June 30, 2023 (in $000's): Twelve months ended June 30, 2023 $ 13,855  2024 11,515  2025 9,655  2026 7,525  2027 4,987  Thereafter 15,462  Total 62,999  Less implied interest (12,829) Present value of payments $ 50,170  Total present value of future lease payments of finance leases as of June 30, 2023 (in $000's): Twelve months ended June 30, 2023 $ 2,175  2024 2,222  2025 2,223  2026 2,268  2027 2,345  Thereafter 72,260  Total 83,493  Less implied interest (63,134) Present value of payments $ 20,359  In connection with the acquisition of Flooring Liquidators (see Note 3), as of June 30, 2023, the Company obtained right-of-use assets in exchange for operating lease liabilities of $16.8 million, and right-of-use assets in exchange for finance lease liabilities of $443,000. In connection with the disposition of SW Financial (see Note 4), the Company deconsolidated approximately $687,000 of right-of-use assets and $728,000 of operating lease liabilities, which were included in the calculation of the loss on disposition. During the nine months ended June 30, 2023 and 2022, the Company recorded no impairment charges relating to any of its leases.

v3.23.2

Inventory	9 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventory	Inventory The following table details the Company's inventory as of June 30, 2023 and September 30, 2022 (in $000's): Inventory, net June 30, 2023 September 30, 2022 Raw materials $ 32,810  $ 35,829  Work in progress 7,623  7,539  Finished goods 34,327  32,814  Merchandise 42,916  23,900  117,676  100,082  Less: Inventory reserves (3,601) (2,423) Total inventory, net $ 114,075  $ 97,659

v3.23.2

Property, Plant & Equipment	9 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment The following table details the Company's property and equipment as of June 30, 2023 and September 30, 2022 (in $000's): June 30, 2023 September 30, 2022 Property and equipment, net: Land $ 2,029  $ 2,029  Building and improvements 28,073  26,761  Transportation equipment 3,384  622  Machinery and equipment 55,923  53,739  Furnishings and fixtures 6,019  4,407  Office, computer equipment and other 4,281  3,699  99,709  91,257  Less: Accumulated depreciation (34,278) (26,667) $ 65,431  $ 64,590  Depreciation expense was $2.7 million and $1.4 million, respectively, for the three months ended June 30, 2023 and 2022, and $7.8 million and $3.9 million for the nine months ended June 30, 2023 and 2022.

v3.23.2

Intangibles	9 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangibles	Intangibles The following table details the Company's intangibles as of June 30, 2023 and September 30, 2022 (in $000's): June 30, 2023 September 30, 2022 Intangible assets, net: Intangible assets - Tradenames $ 14,390  $ 808  Intangible assets - Customer relationships 10,824  4,598  Intangible assets - Other 2,316  587  27,530  5,993  Less: Accumulated amortization (3,413) (2,149) Total intangibles, net $ 24,117  $ 3,844  In connection with the disposition of SW Financial (see Note 4), the Company deconsolidated approximately $1.3 million of customer relationships, net, and $72,000 of domain names, net, which were included in the calculation of the loss on disposition. Amortization expense was $978,000 and $210,000, respectively, for the three months ended June 30, 2023 and 2022, and $2.2 million and $706,000 for the nine months ended June 30, 2023 and 2022. The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s): Twelve months ending June 30, 2024 $ 3,968  2025 3,910  2026 3,910  2027 3,812  2028 3,668  Thereafter 4,849  $ 24,117

v3.23.2

Goodwill	9 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill The following table details the Company's goodwill as of June 30, 2023 (in $000's): Retail - Entertainment Retail - Flooring Flooring Manufacturing Steel Manufacturing Total September 30, 2022 36,947  —  807  3,339  41,093  Kinetic fair value adjustment —  —  —  (312) (312) Flooring Liquidators acquisition —  27,277  —  —  27,277  Flooring Liquidators tax adjustment —  3,331  —  —  3,331  Impairment —  —  —  —  —  June 30, 2023 $ 36,947  $ 30,608  $ 807  $ 3,027  $ 71,389  As of June 30, 2023, the Company did not identify any triggering events that would require impairment testing.

v3.23.2

Accrued Liabilities	9 Months Ended
	Jun. 30, 2023
Accrued Liabilities Abstract
Accrued Liabilities	Accrued Liabilities The following table details the Company's accrued liabilities as of June 30, 2023 and September 30, 2022, respectively (in $000's): June 30, 2023 September 30, 2022 Accrued liabilities: Accrued payroll and bonuses $ 4,446  $ 4,838  Accrued sales and use taxes 2,219  1,905  Accrued customer deposits 3,579  —  Accrued gift card and escheatment liability 1,792  1,696  Accrued interest payable 1,503  390  Accrued accounts payable and bank overdrafts 1,085  1,731  Accrued professional fees 3,042  1,924  Accrued expenses - other 5,082  4,002  Total accrued liabilities $ 22,748  $ 16,486

v3.23.2

Long Term Debt	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Long Term Debt	Long-Term Debt Long-term debt as of June 30, 2023 and September 30, 2022 consisted of the following (in $000's): June 30, 2023 September 30, 2022 Revolver loans $ 46,240  $ 43,107  Equipment loans 16,486  13,716  Term loans 9,901  7,941  Other notes payable 16,155  14,501  Total notes payable 88,782  79,265  Less: unamortized debt issuance costs (574) (626) Net amount 88,208  78,639  Less: current portion (23,689) (18,935) Total long-term debt $ 64,519  $ 59,704  Future maturities of long-term debt at June 30, 2023, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending June 30, 2024 $ 23,689  2025 5,654  2026 13,557  2027 33,188  2028 1,406  Thereafter 10,714  Total future maturities of long-term debt $ 88,208  Eclipse Business Capital Loans In connection with the acquisition of Flooring Liquidators (see Note 3), on January 18, 2023, Flooring Liquidators entered into a credit facility with Eclipse Business Capital, LLC (“Eclipse”). The facility consists of $25.0 million in revolving credit (“Eclipse Revolver”) and $3.5 million in M&E lending (“Eclipse M&E”). The Eclipse Revolver is a three-year, asset-based facility that is secured by substantially all of Flooring Liquidators’ assets. Availability under the Eclipse Revolver is subject to a monthly borrowing base calculation. Flooring Liquidators’ ability to borrow under the Eclipse Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Eclipse. The Eclipse Revolver bears interest at 4.5% per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 3.5% per annum in excess of Adjusted Term SOFR after April 1, 2023. The Eclipse M&E loan bears interest at 6.0% per annum in excess of Adjusted Term SOFR prior to April 1, 2023, and 5.0% per annum in excess of Adjusted Term SOFR after April 1, 2023. The credit facility matures in January 2026. As of June 30, 2023, the outstanding balance on the Eclipse Revolver was approximately $7.8 million, and the outstanding balance on the Eclipse M&E loan was approximately $2.6 million. Bank of America Revolver Loan On January 31, 2020, Marquis entered into an amended $25.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”). The BofA Revolver is a five-year, asset-based facility that is secured by substantially all of Marquis’ assets. Availability under the BofA Revolver is subject to a monthly borrowing base calculation. Marquis’ ability to borrow under the BofA Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with BofA. The BofA Revolver has a variable interest rate and matures in January 2025. As of June 30, 2023 and September 30, 2022, the outstanding balance was approximately $5.8 million and $10.1 million, respectively. Loan with Fifth Third Bank On January 20, 2022, Precision Marshall refinanced its Encina Business Credit loans with Fifth Third Bank, and the balance outstanding was repaid. The refinanced credit facility, totaling $29 million, is comprised of $23.0 million in revolving credit, $3.5 million in M&E lending, and $2.5 million for Capex lending. Advances under the new credit facility will bear interest at the 30-day SOFR plus 200 basis points for lending under the revolving facility, and 30-day SOFR plus 225 basis points for M&E and Capex lending. The refinancing of the Borrower’s existing credit facility reduces interest costs and improves the availability and liquidity of funds by approximately $3.0 million at the close. The facility terminates on January 20, 2027, unless terminated earlier in accordance with its terms. In connection with the acquisition of Kinetic, the existing revolving facility was amended to add Kinetic as a borrower. In addition, two additional term loans were executed to fund the purchase of Kinetic. Approximately $6.0 million was drawn from the revolving facility, and the two term loans were opened in the amounts of $4.0 million and $1.0 million, respectively. The $4.0 million term loan (“Kinetic Term Loan #1”), which matures on January 20, 2027, bears interest on the same terms as for M&E term lending as stated above. The $1.0 million term loan (“Kinetic Term Loan #2”), which matures on June 28, 2025, is a “Special Advance Term Loan”, and bears interest at SOFR plus 375 basis points. As of June 30, 2023 and September 30, 2022, the outstanding balance on the revolving loan was approximately $26.0 million and $23.6 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $2.5 million and $3.2 million, respectively. The revolving loan has a variable interest rate and matures in January 2027. As of June 30, 2023 and September 30, 2022, the outstanding balance on Kinetic Term Loan #1 was approximately $3.4 million and $3.9 million, respectively. As of June 30, 2023 and September 30, 2022, the outstanding balance on Kinetic Term Loan #2 was $0 and $917,000, respectively. On April 12, 2023, in connection with its existing credit facility with Fifth Third Bank, Precision Marshall took an advance against its Capex term lending in the amount of approximately $1.4 million. The loan matures January 2027 and bears interest on the same terms as for Capex lending as stated above. The first payment under this loan is due in February 2024. As of June 30, 2023, the outstanding balance on this Capex loan was $1.4 million. Texas Capital Bank Revolver Loan On November 3, 2016, Vintage Stock entered into an amended $12.0 million credit agreement with Texas Capital Bank (“TCB Revolver”). The TCB Revolver is a five-year, asset-based facility that is secured by substantially all of Vintage Stock’s assets. Availability under the TCB Revolver is subject to a monthly borrowing base calculation. The TCB Revolver has a variable interest rate and matures in November 2023. The effective rate, as of June 30, 2023, was 7.23%. As of June 30, 2023 and September 30, 2022, the balance outstanding was approximately $6.7 million and $9.4 million, respectively. Equipment Loans On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of June 30, 2023: Note #3 is for approximately $3.7 million, secured by equipment. The Equipment Loan #3 is due December 2023, payable in 84 monthly payments of $52,000 beginning January 2017, bearing interest rate at 4.8% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $306,000 and $751,000, respectively. Note #4 is for approximately $1.1 million, secured by equipment. The Equipment Loan #4 is due December 2023, payable in 81 monthly payments of $16,000 beginning April 2017, bearing interest at 4.9% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $94,000 and $231,000, respectively. Note #5 is for approximately $4.0 million, secured by equipment. The Equipment Loan #5 is due December 2024, payable in 84 monthly payments of $55,000 beginning January 2018, bearing interest at 4.7% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $953,000 and $1.4 million, respectively. Note #6 is for $913,000, secured by equipment. The Equipment Loan #6 is due July 2024, payable in 60 monthly payments of $14,000 beginning August 2019, with a final payment of $197,000, bearing interest at 4.7% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $356,000 and $471,000, respectively. Note #7 is for $5.0 million, secured by equipment. The Equipment Loan #7 is due February 2027, payable in 84 monthly payments of $59,000 beginning March 2020, with the final payment of $809,000, bearing interest at 3.2% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $3.1 million and $3.5 million, respectively. Note #8 is for approximately $3.4 million, secured by equipment. The Equipment Loan #8 is due September 2027, payable in 84 monthly payments of $46,000 beginning October 2020, bearing interest at 4.0%. As of June 30, 2023 and September 30, 2022, the balance was approximately $2.2 million and $2.5 million, respectively. In December 2021, Marquis funded the acquisition of $5.5 million of new equipment under Note #9 of its master agreement. The Equipment Loan #9, which is secured by the equipment, matures December 2026, and is payable in 60 monthly payments of $92,000 beginning January 2022, with the final payment in the amount of approximately $642,000, bearing interest at 3.75% per annum. As of June 30, 2023 and September 30, 2022, the balance was approximately $4.1 million and $4.8 million, respectively. In December 2022, Marquis funded the acquisition of $5.7 million of new equipment under Note #10 of its master agreement. The Equipment Loan #10, which is secured by the equipment, matures December 2029, and is payable in 84 monthly payments of $79,000, beginning January 2023, with the final payment in the amount of approximately $650,000, bearing interest at 6.50%. As of June 30, 2023, the balance was approximately $5.4 million. Loan Covenant Compliance As of June 30, 2023, the Company was in compliance with all covenants under its existing revolving and other loan agreements.

v3.23.2

Notes Payable, Related Parties	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Notes Payable, Related Parties	Notes Payable-Related Parties Long-term debt payable to related parties (see Note 16) as of June 30, 2023 and September 30, 2022 consisted of the following (in $000's): June 30, 2023 September 30, 2022 Isaac Capital Group, LLC, 12.5% interest rate, matures May 2025 $ 2,000  $ 2,000  Spriggs Investments, LLC, 10% interest rate, matures July 2024 2,000  2,000  Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2024 1,000  —  Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2024 1,000  —  Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028 5,000  —  Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028 34,000  —  Seller of Kinetic, 7.% interest rate, matures September 2027 3,000  3,000  Total notes payable - related parties 48,000  7,000  Less: unamortized debt issuance costs (2,227) —  Net amount 45,773  7,000  Less: current portion (1,000) (2,000) Total long-term portion, related parties $ 44,773  $ 5,000  Twelve months ending June 30, 2024 $ 1,000  2025 3,000  2026 2,000  Thereafter 42,000  Total future maturities of long-term debt, related parties $ 48,000

v3.23.2

Stockholders' Equity	9 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Stockholders' Equity	Note 13:     Stockholders’ Equity Series E Convertible Preferred Stock As of June 30, 2023 and September 30, 2022, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively. Treasury Stock As of June 30, 2023 and September 30, 2022, the Company had 659,961 and 620,971 shares of Treasury Stock, respectively. During the nine months ended June 30, 2023 and 2022, respectively, the Company repurchased 38,990 and 79,828 shares of its common stock for approximately $988,000 and $2.5 million, respectively. On June 13, 2023, Tony Isaac, a member of the Company's board of directors, and father of the Company's CEO, Jon Isaac, exercised stock options for which he received 9,904 shares of the Company's common stock. On June 30, 2023, the Company repurchased Mr. Isaac's 9,904 shares of the Company's common stock for $25.85 per share, the closing market price on June 28, 2023, or approximately $256,000 (see Note 16).

v3.23.2

Stock-Based Compensation	9 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation Our 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) authorizes the issuance of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units, restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted ordinary shares to our directors, officer, employees, consultants and advisors. The Company has reserved up to 300,000 shares of common stock for issuance under the 2014 Plan. From time to time, the Company grants stock options to directors, officers, and employees. These awards are valued at the grant date by determining the fair value of the instruments. The value of each award is amortized on a straight-line basis over the requisite service period. The following table summarizes stock option activity for the fiscal year ended September 30, 2022 and the nine months ended June 30, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value Outstanding at September 30, 2021 87,500 $ 18.81  1.78 $ 1,626  Outstanding at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Exercisable at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Outstanding at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Granted 17,500 $ 35.00  Exercised (31,250) $ 14.64  Outstanding at June 30, 2023 73,750 $ 24.42  1.38 $ 762  Exercisable at June 30, 2023 73,750 $ 24.42  1.38 $ 762  The following table presents the number and weighted average fair value ("WAFV") of unvested restricted stock awards: Series A Restricted Stock Awards WAFV Outstanding at September 30, 2022 — $ —  Granted 27,307 $ 36.62  Vested — $ —  Canceled — $ —  Non-vested at June 30, 2023 27,307 $ 36.62  The Company recognized compensation expense of approximately $287,000 and $0 during the three months ended June 30, 2023 and 2022, respectively, and approximately $396,000 and $37,000 during the nine months ended June 30, 2023 and 2022, respectively, related to stock option awards and restricted stock awards granted to certain employees and officers based on the grant date fair value of the awards, and the revaluation for existing options whereby the expiration date was extended. As of June 30, 2023, the Company had approximately $911,000 of unrecognized compensation expense associated with stock option awards and Restricted Stock Units outstanding.

v3.23.2

Earnings Per Share	9 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share Net income per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company’s Condensed Consolidated Balance Sheet. Diluted net income per share is computed using the weighted average number of common shares outstanding and if dilutive, potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of restricted share awards, stock options and convertible preferred stock. Preferred stock dividends are subtracted from net earnings to determine the amount available to common stockholders. The following table presents the computation of basic and diluted net earnings per share (in $000's): Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Basic Net income $ 1,060  $ 3,472  $ 4,462  $ 25,376  Less: preferred stock dividends —  —  —  —  Net income applicable to common stock $ 1,060  $ 3,472  $ 4,462  $ 25,376  Weighted average common shares outstanding 3,166,842 3,090,321 3,123,177 3,128,813 Basic earnings per share $ 0.33  $ 1.12  $ 1.43  $ 8.11  Diluted Net income applicable to common stock $ 1,060  $ 3,472  $ 4,462  $ 25,376  Add: preferred stock dividends —  —  —  —  Net income applicable for diluted earnings per share $ 1,060  $ 3,472  $ 4,462  $ 25,376  Weighted average common shares outstanding 3,166,842 3,090,321 3,123,177 3,128,813 Add: Options 19,823 40,365 20,218 40,206 Add: Series B Preferred Stock — — — — Add: Series B Preferred Stock Warrants — — — — Add: Series E Preferred Stock 239 239 239 239 Assumed weighted average common shares outstanding 3,186,904 3,130,925 3,143,634 3,169,258 Diluted earnings per share $ 0.33  $ 1.11  $ 1.42  $ 8.01  There are 38,500 and 21,000 options to purchase shares of common stock that are anti-dilutive, and are not included in the three and nine months ended June 30, 2023 and 2022 diluted earnings per share computations, respectively.

v3.23.2

Related Party Transactions	9 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Transactions with Isaac Capital Group, LLC As of June 30, 2023, Isaac Capital Group, LLC (“ICG”) beneficially owns 48.8% of the Company’s issued and outstanding capital stock. Jon Isaac, the Company's President and Chief Executive Officer, is the President and sole member of ICG, and, accordingly, has sole voting and dispositive power with respect to these shares. Mr. Isaac also personally owns 219,177 shares of common stock and holds options to purchase up to 25,000 shares of common stock at an exercise price of $10.00 per share, all of which are currently exercisable. Mr. Isaac's options to purchase 25,000 shares of common stock were originally scheduled to expire on January 15, 2023, but, as amended on January 13, 2023, the expiration date was extended to January 15, 2025. ICG Term Loan As of June 30, 2023, the Company was a party to a term loan with ICG in the amount of $2.0 million (the “ICG Loan”). The ICG Loan matures on May 1, 2025 and bears interest at a rate of 12.5%. Interest is payable in arrears on the last day of each month. As of June 30, 2023 and September 30, 2022, the outstanding balance on this loan was $2.0 million. ICG Revolving Promissory Note On April 9, 2020, the Company, as borrower, entered into an unsecured revolving line of credit promissory note whereby ICG agreed to provide the Company with a $1.0 million revolving credit facility (the “ICG Revolver”). The ICG Revolver bears interest at 10.0% per annum and provides for the payment of interest monthly in arrears and matures April 2023. On April 1, 2023, the Company entered into the First Amendment of the ICG Revolver that extended the maturity to April 8, 2024 and increased the interest rate to 12% per annum. As of June 30, 2023 and September 30, 2022, the outstanding balance on this note was $1.0 million and $0, respectively. ICG Flooring Liquidators Note On January 18, 2023, in connection with the acquisition of Flooring Liquidators, Flooring Affiliated Holdings, LLC, a wholly-owned subsidiary of the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of $5.0 million (“ICG Flooring Liquidators Loan”). The ICG Flooring Liquidators Loan matures on January 18, 2028, and bears interest at 12%. Interest is payable in arrears on the last day of each calendar month. The note is fully guaranteed by the Company. As of June 30, 2023, the outstanding balance on this loan was $5.0 million. Transaction with Tony Isaac On June 13, 2023, Tony Isaac, a member of the Company's board of directors, and father of the Company's CEO, Jon Isaac, exercised stock options for which he received 9,904 shares of the Company's common stock. On June 30, 2023, the Company repurchased Mr. Isaac's 9,904 shares of the Company's common stock for $25.85 per share, the closing market price on June 28, 2023, for approximately $256,000 (see Note 13). Transactions with JanOne Inc. Tony Isaac,a member of the Company's board of directors, and father of the Company's CEO, Jon Isaac, is the Chief Executive Officer and a director of JanOne Inc.(“JanOne”). Richard Butler, a member of the Company's board of directors, is a director of JanOne. Lease Agreement Customer Connexx LLC, formerly a subsidiary of JanOne, rents approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet. JanOne paid the Company $55,000 and $52,000 in rent and other reimbursed expenses for three months ended June 30, 2023 and 2022 and $160,000 and $163,000 in rent and other reimbursed expenses for the nine months ended June 30, 2023 and 2022, respectively. Purchase Agreement with ARCA Recycling On April 5, 2022, the Company entered into a Purchasing Agreement with ARCA Recycling, Inc. (“ARCA”), then a wholly-owned subsidiary of JanOne. Pursuant to the agreement, the Company agreed to purchase inventory from time to time for ARCA as set forth in submitted purchase orders. The inventory is owned by the Company until ARCA installs it in customer's homes, and payment by ARCA to the Company is due upon ARCA's receipt of payment from the customer. All purchases made by the Company must be paid back by ARCA in full, plus an additional five percent surcharge or broker- type fee. The initial term of the Agreement was for one year, and automatically renews for successive one-year terms if not terminated by either party. Due to significant doubt that the full balance due from ARCA will be paid, on May 24, 2023 the parties entered into a Promissory Note in the aggregate principal amount of $583,894, which represented the principal balance due as of that date, payable by ARCA for the benefit of the Company, to repay the outstanding receivables balance (“ARCA Note”). The ARCA Note bears interest at a rate of 10% per annum with payments of $75,000 due each month beginning on June 1, 2023, until the promissory note is repaid in full, and accrues late fees if payments are delinquent. The Company also recorded an allowance of approximately $300,000 against the amount due. As of June 30, 2023, the amount due from ARCA was approximately $300,000, net of the allowance recorded. Transactions with Vintage Stock CEO Rodney Spriggs, the President and Chief Executive Officer of Vintage Stock, Inc., a wholly owned subsidiary of the Company, is the sole member of Spriggs Investments, LLC (“Spriggs Investments”). Spriggs Promissory Note I On July 10, 2020, the Company executed a promissory note (the “Spriggs Promissory Note I”) in favor of Spriggs Investments that memorializes a loan by Spriggs Investments to the Company in the initial principal amount of $2.0 million (the “Spriggs Loan I”). The Spriggs Loan I originally matured on July 10, 2022; however, the maturity date was extended to July 10, 2023, pursuant to unanimous written consent of the Board of Directors. The Spriggs Promissory Note I bears simple interest at a rate of 10.0% per annum. On January 19, 2023, the Company entered into a modification agreement of the Spriggs Loan I. Consequently, the Spriggs Promissory Note I will bear interest at a rate of 12% per annum, and the maturity date was extended to July 31, 2024. As of June 30, 2023 and September 30, 2022, the amount owed was $2.0 million. Spriggs Promissory Note II On January 19, 2023, in connection with the acquisition of Flooring Liquidators, the Company executed a promissory note in favor of Spriggs Investments in the initial principal amount of $1.0 million (the “Spriggs Loan II”). The Spriggs Loan II matures on July 31, 2024, and bears interest at a rate of 12% per annum. As of June 30, 2023, the amount owed was $1.0 million. Transactions with Spyglass Estate Planning, LLC Jon Isaac, the Company's President and Chief Executive Officer, is the sole member of Spyglass Estate Planning, LLC (“Spyglass”). Building Leases On July 1, 2022, in connection with its acquisition of Better Backers, Marquis entered into two building leases with Spyglass. The building leases are for 20 years with two options to renew for an additional five years each. The provisions of the lease agreements include an initial 24-month month-to-month rental period, during which the lessee may cancel with 90-day notice, followed by a 20-year lease term with two five-year renewal options. The Company has evaluated each lease and determined the rental amounts to be at market rates. Sellers Notes Note Payable to the Sellers of Kinetic In connection with the purchase of Kinetic (see Note 3), on June 28, 2022, Precision Marshall entered into a seller financed loan in the amount of $3.0 million with the previous owners of Kinetic. The Sellers Subordinated Acquisition Note bears interest at 7.0% per annum, with interest payable quarterly in arrears. The Sellers Subordinated Acquisition Note has a maturity date of September 27, 2027. As of June 30, 2023, the remaining principal balance was $3.0 million. Note Payable to the Seller of Flooring Liquidators In connection with the purchase of Flooring Liquidators, on January 18, 2023, Flooring Affiliated Holdings, LLC (“Buyer”) entered into a seller financed mezzanine loan, which is fully guaranteed by the Company, in the amount of $34.0 million with the previous owners of Flooring Liquidators. The Seller Subordinated Acquisition Note (“Sellers Note”) bears interest at 8.24% per annum, with interest payable monthly in arrears beginning on January 18, 2024. The Sellers Note has a maturity date of January 18, 2028. The fair value assigned to the Sellers Note, as calculated by an independent third-party firm, was $31.7 million, or a discount of $2.3 million. The $2.3 million discount is being accreted to interest expense, using the effective interest rate method, as required by GAAP, over the term of the Sellers Note. As of June 30, 2023, the carrying value of the Sellers Note was approximately $31.9 million. Procedures for Approval of Related Party Transactions In accordance with its charter, the Audit Committee reviews and determines whether to approve all related party transactions (as such term is defined for purposes of Item 404 of Regulation S-K). The Audit Committee participated in the review and approval of the transactions described above.

v3.23.2

Commitments and Contingencies	9 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	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 related 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, Inc. A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. The Wells Notices informed the Company and the Executives that the SEC Staff has made a preliminary determination to recommend that the SEC file an enforcement action against the Company and each of the Executives to allege certain violations of the federal securities laws. On October 1, 2018, the Company received a letter from the SEC requesting information regarding a potential violation of Section 13(a) of the Securities Exchange Act of 1934, based upon the timing of the Company’s Form 8-K filed on February 14, 2018. The Company cooperated fully with the SEC inquiry and provided a response to the SEC on October 26, 2018. On August 2, 2021, the SEC filed a civil complaint in the United States District Court for the District of Nevada naming the Company and two of its executive officers - Jon Isaac, the Company’s current President and Chief Executive Officer, and Virland Johnson, the Company’s former Chief Financial Officer, as defendants (collectively, the “Company Defendants”) as well as certain other related third parties (the “SEC Complaint”). The SEC Complaint alleges various financial, disclosure, and reporting violations related to income and earnings per share data, purported undisclosed stock promotion and trading, purported inaccurate disclosure regarding beneficial ownership of common stock, and undisclosed executive compensation from 2016 through 2018. The violations are brought under Section 10(b) of the Exchange Act and Rule 10b-5; Sections 13(a), 13(b)(2)(B) and 13(b)(5) of the Exchange Act and Rules 12b-20, 13a-1, 13a-14, 13a-13, 13b2-1, 13b2-2; Section 14(a) of the Exchange Act and Rule 14a-3; and Section 17(a) of the Securities Act of 1933. The SEC seeks permanent injunctions against the Company Defendants, permanent officer-and-director bars, disgorgement of profits, and civil penalties. The foregoing is only a general summary of the SEC Complaint, which may be accessed on the SEC’s website at https://www.sec.gov/litigation/litreleases/2021/lr25155.htm. On October 1, 2021, the Company Defendants and third-party defendants moved to dismiss the SEC complaint. On September 7, 2022, the court denied the Company Defendants’ motion to dismiss, but granted one of the third-party defendant’s motions to dismiss, granting the SEC leave to file an amended complaint. On September 21, 2022, the SEC filed an amended complaint to which the Company Defendants filed an answer on October 11, 2022, denying liability. The court subsequently entered a discovery scheduling order and the parties exchanged initial disclosures. The parties participated in a mediation in June 2023. The mediation was not successful and the case will now proceed through discovery. The Company Defendants strongly dispute and deny the allegations and intend to continue to defend themselves vigorously against the claims. Sieggreen Class Action On August 13, 2021, Daniel E. Sieggreen, individually and on behalf of all others similarly situated claimants ("Plaintiff"), filed a class action complaint for violation of federal securities laws in the United States District Court for the District of Nevada, naming the Company, Jon Isaac, the Company's current President and Chief Executive Officer, and Virland Johnson, the Company's former Chief Financial Officer, as defendants (collectively, the "Company Defendants"). The allegations asserted are similar to those in the SEC Complaint. Among other sought relief, the complaint seeks damages in connection with the purchases and sales of the Company’s securities between December 28, 2016 and August 3, 2021. As of December 17, 2021, the judge granted a stipulation to stay proceedings pending the resolutions of the motions to dismiss in the SEC Complaint. On February 1, 2023, the final motion to dismiss relating to the SEC Complaint was denied, which was subsequently noticed in the Sieggreen action on February 2, 2023. Plaintiff filed an Amended Complaint on March 6, 2023. On May 5, 2023, the Company Defendants filed a Motion to Dismiss the Amended Complaint, and the briefing on that motion is now complete. Discovery is automatically stayed in this case until after the disposition of the Motion to Dismiss. If the Motion to Dismiss is not successful, the case will proceed to discovery. The Company Defendants strongly dispute and deny the allegations at issue in this case and intend to continue to defend themselves vigorously against these claims. Holdback Matter On October 10, 2022, a representative for the former shareholders of Precision Marshall filed a civil complaint in the Court of Chancery of the State of Delaware. The complaint alleges that the Company violated the terms of the Agreement and Plan of Merger dated July 14, 2020, by failing to pay the shareholders a certain indemnity holdback of $2,500,000. Plaintiff alleged that he effectuated service of the complaint on the Company, but the Company did not receive notification of the action until it received an Application for Default Judgment filed with the court on December 26, 2022. On December 28, 2022, the Court issued a letter order questioning its jurisdiction over the matter and directed plaintiff’s counsel to submit briefing as to why it believes jurisdiction is proper. Plaintiff filed its brief on January 13, 2023. On April 13, 2023, the Court dismissed the action in its entirety for lack of jurisdiction, rendering the Application for Default Judgment moot. On January 12, 2023, and after jurisdiction over the case was questioned by the Court of Chancery, State of Delaware, plaintiff filed a substantially identical complaint in the Western District of Pennsylvania. After the Delaware action was dismissed, plaintiff requested that counsel waive service of the Pennsylvania complaint. On April 19, 2023, the Company agreed to waive service. The Company’s response to the Complaint was filed on August 7, 2023. The Company intends to defend itself vigorously against these claims. Wage and Hour Matter On July 27, 2022, Irma Sanchez, a former employee of Elite Builder Services, Inc. (“Elite Builders”), filed a class action complaint against Elite Builders in the Superior Court of California, County of Alameda. The complaint alleges that Elite Builders failed to pay all minimum and overtime wages, failed to provide lawful meal periods and rest breaks, failed to provide accurate itemized wage statements, and failed to pay all wages due upon separation as required by California law. The complaint was later amended as a matter of right on October 4, 2022. Further, Ms. Sanchez has put the Labor & Workforce Development Agency on notice to exhaust administrative remedies and enable her to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties. A Motion for Change of Venue to Stanislaus County was filed by Elite Builders on December 7, 2022. The hearing on the motion was heard on February 8, 2023 and the motion was granted. The Company believes that Ms. Sanchez’s claims lack merit and intends to defend this action vigorously. The Company is currently unable to estimate the range of possible losses associated with this proceeding since no discovery has commenced and the scope of class is not yet known. Consumer Protection Act On December 4, 2022, Sheila Thompson and Dennis Thompson filed a Complaint in the 21st Judicial Circuit Court of St. Louis County, Missouri asserting putative class claims arising under the Telephone Consumer Protection Act, 47 U.S.C. 227, and related Missouri state law claims pertaining to purportedly unsolicited text message advertisements. Vintage Stock, Inc. (“Vintage”) was served on December 13, 2022. On January 11, 2023, Vintage timely removed the case from the state court into federal court. On February 8, 2023, Vintage filed a Motion to Dismiss and Motion to Strike Class Allegations. On March 1, 2023, plaintiffs filed their First Amended Complaint that mooted the pending motion. On March 15, 2023, Vintage moved to dismiss and/or strike the First Amended Complaint. The motion is fully briefed and stands submitted to the Court for decision. Vintage disputes the allegations and intends to defend itself vigorously against the claims in the First Amended Complaint. As the case is still in the pleading stage, it is premature to estimate potential liability. Salomon Whitney Settlement Effective March 31, 2023, the Company entered into a settlement agreement in which the principals of Salomon Whitney, LLC agreed to pay the Company $1.0 million within 10 days of the effective date, and agreed to pay an additional $1.0 million within 45 days of the effective date if certain conditions of the settlement agreement were not met. The Company recorded a receivable for the initial payment of $1.0 million on March 31, 2023, which it has recorded as other income in its condensed consolidated statements of income, and payment was received on April 17, 2023. The Company received and recorded payment for the additional $1.0 million on May 16, 2023. Generally The Company is 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. The Company currently believes that the ultimate outcome of such lawsuits and proceedings will not, individually, or in the aggregate, have a material adverse effect on our condensed consolidated financial position, results of operations or cash flows. As applicable, liabilities pertaining to these matters, that are probable and estimable, have been accrued.

v3.23.2

Segment Reporting	9 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting The Company operates in five operating segments which are characterized as: (1) Retail-Entertainment, (2) Retail-Flooring, (3) Flooring Manufacturing, (4) Steel Manufacturing, and (5) Corporate and Other. The Retail-Entertainment segment consists of Vintage Stock; the Retail-Flooring segment consists of Flooring Liquidators; the Flooring Manufacturing Segment consists of Marquis; and the Steel Manufacturing Segment consists of Precision Marshall and Kinetic. The following tables summarize segment information (in $000's): For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Revenues Retail-Entertainment $ 18,009  $ 19,227  $ 60,388  $ 66,179  Retail-Flooring 27,449  —  48,218  —  Flooring Manufacturing 27,424  32,188  84,195  97,832  Steel Manufacturing 18,409  14,974  56,306  41,367  Corporate & Other 225  1,880  2,517  7,755  Total revenues $ 91,516  $ 68,269  $ 251,624  $ 213,133  Gross profit Retail-Entertainment $ 9,845  $ 10,226  $ 32,606  $ 34,726  Retail-Flooring 10,386  —  18,128  —  Flooring Manufacturing 6,388  7,466  18,377  25,075  Steel Manufacturing 5,381  4,010  15,420  11,877  Corporate & Other 169  647  1,190  3,240  Total gross profit $ 32,169  $ 22,349  $ 85,721  $ 74,918  Operating income (loss) Retail-Entertainment $ 1,548  $ 2,202  $ 7,542  $ 10,144  Retail-Flooring 1,049  —  833  —  Flooring Manufacturing 2,022  3,289  5,179  11,772  Steel Manufacturing 2,703  1,268  6,972  5,641  Corporate & Other (1,761) (895) (5,446) (2,837) Total operating income $ 5,561  $ 5,864  $ 15,080  $ 24,720    Depreciation and amortization Retail-Entertainment $ 316  $ 290  $ 949  $ 926  Retail-Flooring 1,107  —  2,102  —  Flooring Manufacturing 1,067  768  3,259  2,327  Steel Manufacturing 1,146  376  3,353  891  Corporate & Other 47  137  315  472  Total depreciation and amortization $ 3,683  $ 1,571  $ 9,978  $ 4,616  Interest expense Retail-Entertainment $ 134  $ 73  $ 423  $ 309  Retail-Flooring 1,200  —  2,221  —  Flooring Manufacturing 1,028  261  3,082  1,155  Steel Manufacturing 903  195  2,531  674  Corporate & Other 220  145  510  411  Total interest expenses $ 3,485  $ 674  $ 8,767  $ 2,549  Net income before provision for income taxes Retail-Entertainment $ 1,418  $ 1,574  $ 7,155  $ 20,867  Retail-Flooring (338) —  (1,729) —  Flooring Manufacturing 840  2,898  1,741  10,280  Steel Manufacturing 1,485  736  3,469  4,051  Corporate & Other (2,048) (371) (4,712) (1,974) Total net income before provision for income taxes $ 1,357  $ 4,837  $ 5,924  $ 33,224

v3.23.2

Subsequent Events	9 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events through the filing of this Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to disclosures in its condensed consolidated financial statements other than as discussed below: Acquisition of Precision Metal Works On July 20, 2023, the Company acquired Precision Metal Works, Inc. (“PMW”), a Kentucky-based Metal Stamping and Value-Added Manufacturing Company. PMW was acquired for total consideration of approximately $28 million, comprised of a $25 million purchase price, with additional consideration of up to $3 million paid in the form of an earn-out. The purchase price was funded in part by a $2.5 million seller note, borrowings under a credit facility of $14.4 million, and proceeds under a sale-lease back transaction. The acquisition involved no issuance of stock of the Company. Management will assess the fair value of total consideration in accordance with Accounting Standards Codification 805, Business Combinations, in connection with the application of purchase accounting.

v3.23.2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Jun. 30, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The unaudited condensed financial statements include the accounts of the Company and its majority owned subsidiaries over which the Company exercises control. The Company records a non-controlling interest within stockholders’ equity for the portion of the entity’s equity attributed to the consolidated entities that are not wholly owned. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results.
Reclassifications	Reclassifications Certain amounts in the prior period have been reclassified to conform to the current period presentation.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed consolidated financial statements, as well as 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 condensed consolidated financial statements include the estimated reserve for doubtful accounts, the estimated reserve for excess and obsolete inventory, fair values of goodwill, other intangibles and long-lived assets in connection with an acquisition, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, and estimated useful lives for intangible assets and property and equipment.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU No. 2020-04 - Reference Rate Reform (Topic 848), codified as ASC 848 (“ASC 848”). The purpose of ASC 848 is to provide optional guidance to ease the potential effects on financial reporting of the market-wide migration away from Interbank Offered Rates to alternative reference rates. ASC 848 applies only to contracts, hedging relationships, and other transactions that reference a reference rate expected to be discontinued because of reference rate reform. Effective December 31, 2021, the Secured Overnight Financing Rate (“SOFR”) replaced the USD London Interbank-Offered Rate (“LIBOR”) for most financial benchmarking. The guidance may be applied upon issuance of ASC 848 through December 31, 2022. The Company has adopted this new accounting standard on its condensed consolidated financial statements and related disclosures; however, adoption of this ASU had no material impact on the Company's financial statements.

v3.23.2

Acquisitions (Tables)	9 Months Ended
	Jun. 30, 2023
Business Combinations [Abstract]
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill	The table below outlines the purchase price allocation of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Purchase price $ 78,700  Accounts payable 5,189  Accrued liabilities 11,484  Debt 60  Total liabilities assumed 16,733  Total consideration 95,433  Cash 7,871  Accounts receivable 4,824  Inventory 19,102  Property, plant and equipment 4,678  Intangible assets Trade names $ 13,275  Customer relationships 7,700  Non-compete agreements 1,625  Other 49  Subtotal intangible assets 22,649  Other 5,701  Total assets acquired 64,825  Total goodwill $ 30,608  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  The table below outlines the purchase price allocation of the purchase for Kinetic to the acquired identifiable assets, liabilities assumed and goodwill as of June 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  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
Summary of Summary of Proforma Information for the Company	The table below presents selected proforma information for the Company for the nine-month period ended June 30, 2023, and the three and nine month period ended June 30, 2022 assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 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 Reported Adjustments Proforma Live Unaudited Three Months Ended June 30, 2022 Flooring Liquidators Unaudited Three Months Ended June 30, 2022 Adjustments(1) Live for the Three Months Ended June 30, 2022 Net revenue $ 68,269  $ 32,525  $ 100,794  Net income $ 3,472  $ 2,562  $ (2,008) $ 4,026  Earnings per basic common share $ 1.12  $ 1.30  Earnings per basic diluted share $ 1.11  $ 1.29  As Reported Adjustments Proforma Live Unaudited Nine Months Ended June 30, 2023 Flooring Liquidators Unaudited Nine Months Ended June 30, 2023 (2) Adjustments(1) Live for the Nine Months Ended June 30, 2023 Net revenue $ 251,624  $ 37,702  $ 289,326  Net income 4,462  $ (1,033) $ (2,226) $ 1,203  Earnings per basic common share $ 1.43  $ 0.39  Earnings per basic diluted share $ 1.42  $ 0.38  As Reported Adjustments Proforma Live Unaudited Nine Months Ended June 30, 2022 Flooring Liquidators Unaudited Nine Months Ended June 30, 2022 Adjustments(1) Live for the Nine Months Ended June 30, 2022 Net revenue $ 213,133  $ 92,375  $ 305,508  Net income $ 25,376  $ 7,783  $ (5,826) $ 27,333  Earnings per basic common share $ 8.11  $ 8.74  Earnings per basic diluted share $ 8.01  $ 8.62  (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 revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition. (2)    Amounts presented are for predecessor period. The table below presents selected proforma information for the Company for the three and nine-month periods ended June 30, 2022, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 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 Reported Adjustments Proforma Live Unaudited Three Months Ended June 30, 2022 Kinetic Unaudited Three Months Ended June 30, 2022 Adjustments(1) Live for the Three Months Ended June 30, 2022 Net revenue $ 68,269  $ 5,696  $ 73,965  Net income $ 3,472  $ 712  $ (69) $ 4,115  Earnings per basic common share $ 1.12  $ 1.33  Earnings per basic diluted share $ 1.11  $ 1.31  As Reported Adjustments Proforma Live Unaudited Nine Months Ended June 30, 2022 Kinetic Unaudited Nine Months Ended June 30, 2022 Adjustments(1) Live for the Nine Months Ended June 30, 2022 Net revenue $ 213,133  $ 15,418  $ 228,551  Net income $ 25,376  $ 1,286  $ (207) $ 26,455  Earnings per basic common share $ 8.11  $ 8.46  Earnings per basic diluted share $ 8.01  $ 8.35  (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. • Certain other expenses have been adjusted to reflect the post-acquisition operating environment.

v3.23.2

Variable Interest Entity (Tables)	9 Months Ended
	Jun. 30, 2023
Variable Interest Entity Disclosure [Abstract]
Schedule of Variable Interest Entities	The Company recorded a gain on receipt of the settlement amounts of $2,000,000 and a loss on deconsolidation of SW Financial's assets and liabilities of approximately $1.7 million, as detailed in the table below (in $000’s): Accounts payable $ 242  Lease liabilities 728     Total deconsolidation of liabilities 970  Cash 187  Accounts receivable 130  Other current assets 187  Intangible assets Customer Relationships 1,348  Tradenames 72  Subtotal Intangible Assets 1,420  Right-of-use assets 687  Other assets 55  Total deconsolidation of assets 2,666  Total loss on deconsolidation $ (1,696)

v3.23.2

Leases (Tables)	9 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of Right of Use Assets and Lease Liabilities	The following table details our right of use assets and lease liabilities as of June 30, 2023 and September 30, 2022 (in $000's): June 30, 2023 September 30, 2022 Right of use asset - operating leases $ 45,321  $ 33,659  Lease liabilities: Current - operating 10,582  7,851  Current - finance 355  217  Long term - operating 39,588  30,382  Long term - finance 20,004  19,568  The Company records finance lease right of use assets as property and equipment. The balance, as of June 30, 2023 and September 30, 2022 is as follows (in $000’s): Property and equipment, at cost $ 16,471  $ 16,029  Accumulated depreciation $ (514) $ (130) Property and equipment, net $ 15,957  $ 15,899
Schedule of Assets and Libilities, Lessee	The Company records finance lease right of use assets as property and equipment. The balance, as of June 30, 2023 and September 30, 2022 is as follows (in $000’s): Property and equipment, at cost $ 16,471  $ 16,029  Accumulated depreciation $ (514) $ (130) Property and equipment, net $ 15,957  $ 15,899
Schedule of Present Value of Future Lease Payments	Total present value of future lease payments of operating leases as of June 30, 2023 (in $000's): Twelve months ended June 30, 2023 $ 13,855  2024 11,515  2025 9,655  2026 7,525  2027 4,987  Thereafter 15,462  Total 62,999  Less implied interest (12,829) Present value of payments $ 50,170  Total present value of future lease payments of finance leases as of June 30, 2023 (in $000's): Twelve months ended June 30, 2023 $ 2,175  2024 2,222  2025 2,223  2026 2,268  2027 2,345  Thereafter 72,260  Total 83,493  Less implied interest (63,134) Present value of payments $ 20,359

v3.23.2

Inventory (Tables)	9 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Inventory	The following table details the Company's inventory as of June 30, 2023 and September 30, 2022 (in $000's): Inventory, net June 30, 2023 September 30, 2022 Raw materials $ 32,810  $ 35,829  Work in progress 7,623  7,539  Finished goods 34,327  32,814  Merchandise 42,916  23,900  117,676  100,082  Less: Inventory reserves (3,601) (2,423) Total inventory, net $ 114,075  $ 97,659

v3.23.2

Property, Plant & Equipment (Tables)	9 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	The following table details the Company's property and equipment as of June 30, 2023 and September 30, 2022 (in $000's): June 30, 2023 September 30, 2022 Property and equipment, net: Land $ 2,029  $ 2,029  Building and improvements 28,073  26,761  Transportation equipment 3,384  622  Machinery and equipment 55,923  53,739  Furnishings and fixtures 6,019  4,407  Office, computer equipment and other 4,281  3,699  99,709  91,257  Less: Accumulated depreciation (34,278) (26,667) $ 65,431  $ 64,590

v3.23.2

Intangibles (Tables)	9 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	The following table details the Company's intangibles as of June 30, 2023 and September 30, 2022 (in $000's): June 30, 2023 September 30, 2022 Intangible assets, net: Intangible assets - Tradenames $ 14,390  $ 808  Intangible assets - Customer relationships 10,824  4,598  Intangible assets - Other 2,316  587  27,530  5,993  Less: Accumulated amortization (3,413) (2,149) Total intangibles, net $ 24,117  $ 3,844
Schedule of Future Amortization Expense related to Intangible Assets	The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s): Twelve months ending June 30, 2024 $ 3,968  2025 3,910  2026 3,910  2027 3,812  2028 3,668  Thereafter 4,849  $ 24,117

v3.23.2

Goodwill - (Tables)	9 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Company's Goodwill	The following table details the Company's goodwill as of June 30, 2023 (in $000's): Retail - Entertainment Retail - Flooring Flooring Manufacturing Steel Manufacturing Total September 30, 2022 36,947  —  807  3,339  41,093  Kinetic fair value adjustment —  —  —  (312) (312) Flooring Liquidators acquisition —  27,277  —  —  27,277  Flooring Liquidators tax adjustment —  3,331  —  —  3,331  Impairment —  —  —  —  —  June 30, 2023 $ 36,947  $ 30,608  $ 807  $ 3,027  $ 71,389  As of June 30, 2023, the Company did not identify any triggering events that would require impairment testing.

v3.23.2

Accrued Liabilities (Tables)	9 Months Ended
	Jun. 30, 2023
Accrued Liabilities Abstract
Schedule of Accrued Liabilities	The following table details the Company's accrued liabilities as of June 30, 2023 and September 30, 2022, respectively (in $000's): June 30, 2023 September 30, 2022 Accrued liabilities: Accrued payroll and bonuses $ 4,446  $ 4,838  Accrued sales and use taxes 2,219  1,905  Accrued customer deposits 3,579  —  Accrued gift card and escheatment liability 1,792  1,696  Accrued interest payable 1,503  390  Accrued accounts payable and bank overdrafts 1,085  1,731  Accrued professional fees 3,042  1,924  Accrued expenses - other 5,082  4,002  Total accrued liabilities $ 22,748  $ 16,486

v3.23.2

Long Term Debt (Tables)	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt as of June 30, 2023 and September 30, 2022 consisted of the following (in $000's): June 30, 2023 September 30, 2022 Revolver loans $ 46,240  $ 43,107  Equipment loans 16,486  13,716  Term loans 9,901  7,941  Other notes payable 16,155  14,501  Total notes payable 88,782  79,265  Less: unamortized debt issuance costs (574) (626) Net amount 88,208  78,639  Less: current portion (23,689) (18,935) Total long-term debt $ 64,519  $ 59,704
Schedule of Future Maturities of Long-term Debt	Future maturities of long-term debt at June 30, 2023, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending June 30, 2024 $ 23,689  2025 5,654  2026 13,557  2027 33,188  2028 1,406  Thereafter 10,714  Total future maturities of long-term debt $ 88,208

v3.23.2

Notes Payable, Related Parties (Tables)	9 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Related Parties	Long-term debt payable to related parties (see Note 16) as of June 30, 2023 and September 30, 2022 consisted of the following (in $000's): June 30, 2023 September 30, 2022 Isaac Capital Group, LLC, 12.5% interest rate, matures May 2025 $ 2,000  $ 2,000  Spriggs Investments, LLC, 10% interest rate, matures July 2024 2,000  2,000  Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2024 1,000  —  Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2024 1,000  —  Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028 5,000  —  Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028 34,000  —  Seller of Kinetic, 7.% interest rate, matures September 2027 3,000  3,000  Total notes payable - related parties 48,000  7,000  Less: unamortized debt issuance costs (2,227) —  Net amount 45,773  7,000  Less: current portion (1,000) (2,000) Total long-term portion, related parties $ 44,773  $ 5,000
Schedule of Future Maturities of Notes	Twelve months ending June 30, 2024 $ 1,000  2025 3,000  2026 2,000  Thereafter 42,000  Total future maturities of long-term debt, related parties $ 48,000

v3.23.2

Stock-Based Compensation (Tables)	9 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Summary of Stock Option Activity	The following table summarizes stock option activity for the fiscal year ended September 30, 2022 and the nine months ended June 30, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value Outstanding at September 30, 2021 87,500 $ 18.81  1.78 $ 1,626  Outstanding at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Exercisable at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Outstanding at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Granted 17,500 $ 35.00  Exercised (31,250) $ 14.64  Outstanding at June 30, 2023 73,750 $ 24.42  1.38 $ 762  Exercisable at June 30, 2023 73,750 $ 24.42  1.38 $ 762
Schedule of Weighted Average Fair Value ("WAFV") of Unvested Restricted Stock Awards	The following table presents the number and weighted average fair value ("WAFV") of unvested restricted stock awards: Series A Restricted Stock Awards WAFV Outstanding at September 30, 2022 — $ —  Granted 27,307 $ 36.62  Vested — $ —  Canceled — $ —  Non-vested at June 30, 2023 27,307 $ 36.62

v3.23.2

Earnings Per Share (Tables)	9 Months Ended
	Jun. 30, 2023
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Earnings Per Share	The following table presents the computation of basic and diluted net earnings per share (in $000's): Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Basic Net income $ 1,060  $ 3,472  $ 4,462  $ 25,376  Less: preferred stock dividends —  —  —  —  Net income applicable to common stock $ 1,060  $ 3,472  $ 4,462  $ 25,376  Weighted average common shares outstanding 3,166,842 3,090,321 3,123,177 3,128,813 Basic earnings per share $ 0.33  $ 1.12  $ 1.43  $ 8.11  Diluted Net income applicable to common stock $ 1,060  $ 3,472  $ 4,462  $ 25,376  Add: preferred stock dividends —  —  —  —  Net income applicable for diluted earnings per share $ 1,060  $ 3,472  $ 4,462  $ 25,376  Weighted average common shares outstanding 3,166,842 3,090,321 3,123,177 3,128,813 Add: Options 19,823 40,365 20,218 40,206 Add: Series B Preferred Stock — — — — Add: Series B Preferred Stock Warrants — — — — Add: Series E Preferred Stock 239 239 239 239 Assumed weighted average common shares outstanding 3,186,904 3,130,925 3,143,634 3,169,258 Diluted earnings per share $ 0.33  $ 1.11  $ 1.42  $ 8.01

v3.23.2

Segment Reporting (Tables)	9 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Summary of Segment Information	The following tables summarize segment information (in $000's): For the Three Months Ended June 30, For the Nine Months Ended June 30, 2023 2022 2023 2022 Revenues Retail-Entertainment $ 18,009  $ 19,227  $ 60,388  $ 66,179  Retail-Flooring 27,449  —  48,218  —  Flooring Manufacturing 27,424  32,188  84,195  97,832  Steel Manufacturing 18,409  14,974  56,306  41,367  Corporate & Other 225  1,880  2,517  7,755  Total revenues $ 91,516  $ 68,269  $ 251,624  $ 213,133  Gross profit Retail-Entertainment $ 9,845  $ 10,226  $ 32,606  $ 34,726  Retail-Flooring 10,386  —  18,128  —  Flooring Manufacturing 6,388  7,466  18,377  25,075  Steel Manufacturing 5,381  4,010  15,420  11,877  Corporate & Other 169  647  1,190  3,240  Total gross profit $ 32,169  $ 22,349  $ 85,721  $ 74,918  Operating income (loss) Retail-Entertainment $ 1,548  $ 2,202  $ 7,542  $ 10,144  Retail-Flooring 1,049  —  833  —  Flooring Manufacturing 2,022  3,289  5,179  11,772  Steel Manufacturing 2,703  1,268  6,972  5,641  Corporate & Other (1,761) (895) (5,446) (2,837) Total operating income $ 5,561  $ 5,864  $ 15,080  $ 24,720    Depreciation and amortization Retail-Entertainment $ 316  $ 290  $ 949  $ 926  Retail-Flooring 1,107  —  2,102  —  Flooring Manufacturing 1,067  768  3,259  2,327  Steel Manufacturing 1,146  376  3,353  891  Corporate & Other 47  137  315  472  Total depreciation and amortization $ 3,683  $ 1,571  $ 9,978  $ 4,616  Interest expense Retail-Entertainment $ 134  $ 73  $ 423  $ 309  Retail-Flooring 1,200  —  2,221  —  Flooring Manufacturing 1,028  261  3,082  1,155  Steel Manufacturing 903  195  2,531  674  Corporate & Other 220  145  510  411  Total interest expenses $ 3,485  $ 674  $ 8,767  $ 2,549  Net income before provision for income taxes Retail-Entertainment $ 1,418  $ 1,574  $ 7,155  $ 20,867  Retail-Flooring (338) —  (1,729) —  Flooring Manufacturing 840  2,898  1,741  10,280  Steel Manufacturing 1,485  736  3,469  4,051  Corporate & Other (2,048) (371) (4,712) (1,974) Total net income before provision for income taxes $ 1,357  $ 4,837  $ 5,924  $ 33,224

v3.23.2

Background and Basis of Presentation - Additional Information (Details)	9 Months Ended
	Jun. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	5

v3.23.2

Acquisitions (Additional Information) (Details)					3 Months Ended		9 Months Ended
	Jun. 02, 2023 USD ($) agreement	Jan. 18, 2023 USD ($) shares	Jul. 01, 2022 USD ($) option lease	Jun. 28, 2022 USD ($) option	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jan. 20, 2022 USD ($)
Business Combination Segment Allocation [Line Items]
Note amount		$ 34,000,000
Issuance of common stock		$ 4,000,000			$ 0	$ 3,200,000
Issuance of common stock (in shares) | shares		116,441
Business combination, holdback amount		$ 2,000,000
Additional consideration		2,000,000
Net purchase price		78,700,000
Goodwill					71,389,000		$ 71,389,000	$ 41,093,000
Goodwill adjustment							(312,000)
Additions							27,277,000
Proceeds from sale of other real estate				$ 8,300,000
Lease term				20 years
Lessee, renewal option | option				2
Lessee, renewal term				5 years
Base rent				$ 600,000,000
Rent esclation per annum (percent)				2.00%
Revolving Credit Facility
Business Combination Segment Allocation [Line Items]
Credit line maximum				$ 11,000,000
Restricted Stock Units
Business Combination Segment Allocation [Line Items]
Additional consideration		1,000,000
Cash
Business Combination Segment Allocation [Line Items]
Additional consideration		1,000,000
Flooring Liquidators
Business Combination Segment Allocation [Line Items]
Purchase price for equity interests		83,800,000
Cash paid to the seller representative		41,800,000
Goodwill		30,608,000
Business acquisition, goodwill, expected tax deductible amount		13,400,000
Inventory		19,102,000
Goodwill adjustment					1,900,000
Accrued liabilities		11,484,000
Property, plant and equipment		4,678,000
Intangible assets		22,649,000
Business combination, transaction value		$ 95,433,000
Cal Coast
Business Combination Segment Allocation [Line Items]
Number of asset purchase agreements | agreement	2
Property, plant and equipment	$ 35,000
Intangible assets	1,265,000
Business combination, transaction value	$ 1,300,000
Kinetic Industries
Business Combination Segment Allocation [Line Items]
Goodwill				3,027,000
Inventory				6,429,000
Accrued liabilities				1,848,000
Property, plant and equipment				12,855,000
Intangible assets				1,000,000
Business combination, transaction value				27,151,000
Credit line maximum									$ 6,000,000
Payments to acquire businesses, gross				3,000,000
Cash acquired from acquisition				1,700,000
Contingent earn out liability					997,000,000		997,000,000
Working capital adjustment					400,000,000		400,000,000
Fair value adjustment					$ 312,000,000		$ 312,000,000
Kinetic Industries | Sale Lease Back Transaction
Business Combination Segment Allocation [Line Items]
Sale leaseback transaction, net book value				8,900,000
Sale leaseback transaction, closing fees				547,000
Kinetic Industries | Revolving Credit Facility
Business Combination Segment Allocation [Line Items]
Credit line maximum				$ 24,700,000
Better Backer
Business Combination Segment Allocation [Line Items]
Rent esclation per annum (percent)			2.50%
Business acquisitions, purchase price allocation, year of acquisition, net effect on income			$ 1,800,000
Deposit assets, present value of expected recoveries			1,400,000
Line of credit facility, annual principal payment			1,500,000
Fair value of assets acquired			$ 9,300,000
Lessee, rental cancel notice			90 days
Lessee, operating lease, remaining lease term			24 months
Better Backer | Building
Business Combination Segment Allocation [Line Items]
Lease term			20 years
Lessee, renewal option | option			2
Lessee, renewal term			5 years
Number of leases | lease			2
Better Backer | Minimum
Business Combination Segment Allocation [Line Items]
Lessee, operating lease, remaining lease term			24 months
Better Backer | Minimum | Lease Agreements
Business Combination Segment Allocation [Line Items]
Base rent			$ 32,000
Better Backer | Maximum
Business Combination Segment Allocation [Line Items]
Lease term			20 years
Lessee, renewal option | option			2
Lessee, renewal term			5 years
Better Backer | Maximum | Lease Agreements
Business Combination Segment Allocation [Line Items]
Base rent			$ 73,000
Better Backer | Revolving Credit Facility
Business Combination Segment Allocation [Line Items]
Purchase price post-closing adjustments			3,200,000
Isaac Capital Group
Business Combination Segment Allocation [Line Items]
Business acquisitions, purchase price allocation, year of acquisition, net effect on income			1,800,000
Marquis
Business Combination Segment Allocation [Line Items]
Other ownership interests, contributed capital			$ 1,800,000
Precision Industries Affiliated Holdings
Business Combination Segment Allocation [Line Items]
Ownership percentage by parent (percent)				100.00%
Precision Industries Affiliated Holdings | Flooring Liquidators
Business Combination Segment Allocation [Line Items]
Ownership percentage by parent (percent)		100.00%

v3.23.2

Acquisitions - Summary of Purchase Price Allocation of the Purchase for Flooring Liquidators to the Acquired Identifiable Assets, Liabilities assumed and Goodwill (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Jan. 18, 2023	Jun. 30, 2023	Jun. 30, 2023	Sep. 30, 2022
Business Combination Segment Allocation [Line Items]
Total goodwill		$ 71,389	$ 71,389	$ 41,093
Goodwill adjustment			$ (312)
Flooring Liquidators
Business Combination Segment Allocation [Line Items]
Purchase price	$ 78,700
Accounts payable	5,189
Accrued liabilities	11,484
Debt	60
Total liabilities assumed	16,733
Total consideration	95,433
Cash	7,871
Accounts receivable	4,824
Inventory	19,102
Property, plant and equipment	4,678
Intangible assets	22,649
Other	5,701
Total assets acquired	64,825
Total goodwill	30,608
Goodwill adjustment		1,900
Increase in other assets acquired		1,300
Increase in accrued liabilities		2,300
Reduction in inventory acquired		$ 842
Flooring Liquidators | Trade name
Business Combination Segment Allocation [Line Items]
Intangible assets	13,275
Flooring Liquidators | Other
Business Combination Segment Allocation [Line Items]
Intangible assets	49
Flooring Liquidators | Intangible assets - Customer relationships
Business Combination Segment Allocation [Line Items]
Intangible assets	7,700
Flooring Liquidators | Non-compete agreements
Business Combination Segment Allocation [Line Items]
Intangible assets	$ 1,625

v3.23.2

Acquisitions - Summary of Proforma Information for the Company (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended						9 Months Ended
		Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022
Business Combination Segment Allocation [Line Items]
Revenues		$ 91,516			$ 68,269			$ 251,624	$ 213,133
Net income		$ 1,060	$ 1,558	$ 1,844	$ 3,472	$ 15,358	$ 6,546	$ 4,462	$ 25,376
Basic earnings per share (in usd per share)		$ 0.33			$ 1.12			$ 1.43	$ 8.11
Diluted earnings per share (in usd per share)		$ 0.33			$ 1.11			$ 1.42	$ 8.01
Flooring Liquidators
Business Acquisition, Pro Forma Information [Abstract]
Revenues					$ 32,525			$ 37,702	$ 92,375
Net income					2,562			(1,033)	7,783
Flooring Liquidators | Adjustments
Business Combination Segment Allocation [Line Items]
Net income	[1]				(2,008)			(2,226)	(5,826)
Flooring Liquidators | Pro Forma
Business Combination Segment Allocation [Line Items]
Revenues					100,794			289,326	305,508
Net income					$ 4,026			$ 1,203	$ 27,333
Basic earnings per share (in usd per share)					$ 1.30			$ 0.39	$ 8.74
Diluted earnings per share (in usd per share)					$ 1.29			$ 0.38	$ 8.62
Kinetic Acquisition
Business Acquisition, Pro Forma Information [Abstract]
Revenues					$ 5,696				$ 15,418
Net income					712				1,286
Kinetic Acquisition | Adjustments
Business Combination Segment Allocation [Line Items]
Net income					(69)				(207)
Kinetic Acquisition | Pro Forma
Business Combination Segment Allocation [Line Items]
Revenues					73,965				228,551
Net income					$ 4,115				$ 26,455
Basic earnings per share (in usd per share)					$ 1.33				$ 8.46
Diluted earnings per share (in usd per share)					$ 1.31				$ 8.35
[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 revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition. (2)    Amounts presented are for predecessor period.

v3.23.2

Acquisitions - Purchase Price Allocation for the Company Cal Coast (Details) - Cal Coast $ in Thousands	Jun. 02, 2023 USD ($)
Business Combination Segment Allocation [Line Items]
Property, plant and equipment	$ 35
Intangible assets	1,265
Total assets acquired	1,300
Customer relationships
Business Combination Segment Allocation [Line Items]
Intangible assets	785
Trade name
Business Combination Segment Allocation [Line Items]
Intangible assets	425
Non-compete agreement
Business Combination Segment Allocation [Line Items]
Intangible assets	$ 55

v3.23.2

Acquisitions - Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill, Kinetic (Details) - USD ($) $ in Thousands	Jun. 28, 2022	Jun. 30, 2023	Sep. 30, 2022
Business Combination Segment Allocation [Line Items]
Total goodwill		$ 71,389	$ 41,093
Kinetic Industries
Business Combination Segment Allocation [Line Items]
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	480
Total assets acquired	24,124
Total goodwill	$ 3,027

v3.23.2

Acquisitions - Summary of Purchase Price Allocation of Better Backers to Acquired Identifiable Assets (Details) - Better Backers $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($)
Business Combination Segment Allocation [Line Items]
Purchase price	$ 3,166
Inventory	748
Property, plant and equipment	2,118
Intangible assets	300
Total assets acquired	$ 3,166

v3.23.2

Variable Interest Entity - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended		2 Months Ended	3 Months Ended		9 Months Ended
	Mar. 31, 2023	May 31, 2023	Apr. 30, 2023	May 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Variable Interest Entity [Line Items]
Total loss on deconsolidation					$ 1,000	$ 0	$ 2,000	$ 0
Salomon Whitney Settlement
Variable Interest Entity [Line Items]
Payment for settlement agreement	$ 1,000
Initial settlement amount	$ 1,000
Principals payment within, period	10 days
Additional payment for settlement	$ 1,000
Additional payment settlement, period	45 days
Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Payment for settlement agreement			$ 1,000
Initial settlement amount	$ 1,000
Principals payment within, period	10 days
Initial payment		$ 1,000
Additional payment for settlement	$ 1,000
Additional payment settlement, period	45 days
Total loss on deconsolidation				$ 2,000
Loss on deconsolidation				$ 1,700

v3.23.2

Variable Interest Entity - Schedule of Assets and Liabilities of Deconsolidated Entity (Details) - Deconsolidated VIE (SW Financial) $ in Thousands	2 Months Ended
	May 31, 2023 USD ($)
Variable Interest Entity [Line Items]
Accounts payable	$ 242
Lease liabilities	728
Total liabilities	970
Cash	187
Accounts receivable	130
Other current assets	187
Subtotal Intangible Assets	1,420
Right-of-use assets	687
Other assets	55
Total assets	2,666
Loss on deconsolidation	(1,696)
Customer relationships
Variable Interest Entity [Line Items]
Subtotal Intangible Assets	1,348
Trade name
Variable Interest Entity [Line Items]
Subtotal Intangible Assets	$ 72

v3.23.2

Leases - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023	Sep. 30, 2022
Operating Leased Assets [Line Items]
Weighted average remaining lease term	7 years 2 months 12 days
Weighted average discount rate (percent)	8.40%
Total cash payments	$ 8,200	$ 7,200
Right-of-use assets in exchange of lease liabilities	$ 19,900
Finance lease weighted average remaining lease term	26 years 10 months 24 days
Finance lease weighted average discount rate (percent)	13.20%
Finance lease principal payments	$ 1,600	0
Right-of-use asset obtained in exchange for finance lease liability	443
Right of use asset - operating leases	45,321			$ 33,659
Gain on lease settlement, net	0	$ 0
Deconsolidated VIE (SW Financial)
Operating Leased Assets [Line Items]
Right of use asset - operating leases			$ 687
Operating lease, liability			$ 728
Flooring Liquidators
Operating Leased Assets [Line Items]
Right-of-use assets in exchange of lease liabilities	16,800
Right-of-use asset obtained in exchange for finance lease liability	$ 443

v3.23.2

Leases - Schedule of Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Right of use asset - operating leases	$ 45,321	$ 33,659
Current - operating	10,582	7,851
Current - finance	355	217
Long term - operating	39,588	30,382
Long term - finance	$ 20,004	$ 19,568

v3.23.2

Leases - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Property and equipment, at cost	$ 16,471	$ 16,029
Accumulated depreciation	(514)	(130)
Property and equipment, net	$ 15,957	$ 15,899

v3.23.2

Leases - Schedule of Present Value of Operating Lease Payments (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 13,855
2024	11,515
2025	9,655
2026	7,525
2027	4,987
Thereafter	15,462
Total	62,999
Less implied interest	(12,829)
Present value of payments	$ 50,170

v3.23.2

Leases - Present Value of Future Lease Payments of Finance Leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 2,175
2024	2,222
2025	2,223
2026	2,268
2027	2,345
Thereafter	72,260
Total	83,493
Less implied interest	(63,134)
Present value of payments	$ 20,359

v3.23.2

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 32,810	$ 35,829
Work in progress	7,623	7,539
Finished goods	34,327	32,814
Merchandise	42,916	23,900
Total inventory, gross	117,676	100,082
Less: Inventory reserves	(3,601)	(2,423)
Total inventory, net	$ 114,075	$ 97,659

v3.23.2

Property, Plant & Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 99,709	$ 91,257
Less: Accumulated depreciation	(34,278)	(26,667)
Total property and equipment, net	65,431	64,590
Land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,029	2,029
Building and improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	28,073	26,761
Transportation equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,384	622
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	55,923	53,739
Furnishings and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,019	4,407
Office, computer equipment and other
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,281	$ 3,699

v3.23.2

Property, Plant & Equipment (Additional Information) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 2.7	$ 1.4	$ 7.8	$ 3.9

v3.23.2

Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 27,530	$ 5,993
Less: Accumulated amortization	(3,413)	(2,149)
Total intangibles, net	24,117	3,844
Intangible assets - Tradenames
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	14,390	808
Intangible assets - Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	10,824	4,598
Intangible assets - Other
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 2,316	$ 587

v3.23.2

Intangibles - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	May 31, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 978,000	$ 210,000	$ 2,200,000	$ 706,000
Deconsolidated VIE (SW Financial) | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets					$ 1,300,000
Deconsolidated VIE (SW Financial) | Trade name
Finite-Lived Intangible Assets [Line Items]
Intangible assets					$ 72,000

v3.23.2

Intangibles - Schedule of Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 3,968
2025	3,910
2026	3,910
2027	3,812
2028	3,668
Thereafter	4,849
Total intangibles, net	$ 24,117	$ 3,844

v3.23.2

Goodwill - Summary of Company's goodwill (Details) $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($)
Goodwill [Roll Forward]
September 30, 2022	$ 41,093
Kinetic fair value adjustment	(312)
Flooring Liquidators acquisition	27,277
Flooring Liquidators tax adjustment	3,331
Impairment	0
June 30, 2023	71,389
Retail - Entertainment
Goodwill [Roll Forward]
September 30, 2022	36,947
Kinetic fair value adjustment	0
Flooring Liquidators acquisition	0
Flooring Liquidators tax adjustment	0
Impairment	0
June 30, 2023	36,947
Retail - Flooring
Goodwill [Roll Forward]
September 30, 2022	0
Kinetic fair value adjustment	0
Flooring Liquidators acquisition	27,277
Flooring Liquidators tax adjustment	3,331
Impairment	0
June 30, 2023	30,608
Flooring Manufacturing
Goodwill [Roll Forward]
September 30, 2022	807
Kinetic fair value adjustment	0
Flooring Liquidators acquisition	0
Flooring Liquidators tax adjustment	0
Impairment	0
June 30, 2023	807
Steel Manufacturing
Goodwill [Roll Forward]
September 30, 2022	3,339
Kinetic fair value adjustment	(312)
Flooring Liquidators acquisition	0
Flooring Liquidators tax adjustment	0
Impairment	0
June 30, 2023	$ 3,027

v3.23.2

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Accrued Liabilities Abstract
Accrued payroll and bonuses	$ 4,446	$ 4,838
Accrued sales and use taxes	2,219	1,905
Accrued customer deposits	3,579	0
Accrued gift card and escheatment liability	1,792	1,696
Accrued interest payable	1,503	390
Accrued accounts payable and bank overdrafts	1,085	1,731
Accrued professional fees	3,042	1,924
Accrued expenses - other	5,082	4,002
Total accrued liabilities	$ 22,748	$ 16,486

v3.23.2

Long Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Total notes payable	$ 88,782	$ 79,265
Less: unamortized debt issuance costs	(574)	(626)
Net amount	88,208	78,639
Less: current portion	(23,689)	(18,935)
Total long-term debt	64,519	59,704
Revolver loans
Debt Instrument [Line Items]
Total notes payable	46,240	43,107
Equipment loans
Debt Instrument [Line Items]
Total notes payable	16,486	13,716
Term loans
Debt Instrument [Line Items]
Total notes payable	9,901	7,941
Other notes payable
Debt Instrument [Line Items]
Total notes payable	$ 16,155	$ 14,501

v3.23.2

Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Total future maturities of long-term debt	$ 88,782	$ 79,265
Notes Payable
Debt Instrument [Line Items]
2024	23,689
2025	5,654
2026	13,557
2027	33,188
2028	1,406
Thereafter	10,714
Total future maturities of long-term debt	$ 88,208

v3.23.2

Long-Term Debt - Eclipse Business Capital Loans (Additional Information) (Details) - USD ($) $ in Millions	Apr. 01, 2023	Jan. 18, 2023	Jun. 30, 2023	Jun. 28, 2022
M&E loan | Loan
Debt Instrument [Line Items]
Credit line maximum		$ 3.5
Credit balance outstanding			$ 2.6
M&E loan | Loan | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)	5.00%	6.00%
Revolving Credit Facility
Debt Instrument [Line Items]
Credit line maximum				$ 11.0
Revolving Credit Facility | Eclipse Revolver
Debt Instrument [Line Items]
Credit line maximum		$ 25.0
Debt instrument term		3 years
Credit balance outstanding			$ 7.8
Revolving Credit Facility | Eclipse Revolver | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)	3.50%	4.50%

v3.23.2

Long Term Debt - Bank of America Revolver Loan - Additional Information (Details) - USD ($) $ in Millions		9 Months Ended
	Jan. 31, 2020	Jun. 30, 2023	Sep. 30, 2022	Jun. 28, 2022
Revolver loan
Debt Instrument [Line Items]
Credit line maximum				$ 11.0
Marquis
Debt Instrument [Line Items]
Credit balance outstanding		$ 4.1	$ 4.8
Marquis | Revolver loan | Secured debt | Revolver loans
Debt Instrument [Line Items]
Line of credit agreement date	Jan. 31, 2020
Credit line maximum	$ 25.0
Credit line expiration period		5 years
Debt periodic frequency		monthly
Credit balance outstanding		$ 5.8	$ 10.1

v3.23.2

Long Term Debt - Loan with Fifth Third Bank (Additional Information) (Details) $ in Thousands			9 Months Ended
	Apr. 12, 2023 USD ($)	Jan. 20, 2022 USD ($) loan	Jun. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jun. 28, 2022 USD ($)
Kinetic Industries
Debt Instrument [Line Items]
Credit line maximum		$ 6,000
Fifth Third Bank
Debt Instrument [Line Items]
Maturity date			Jan. 20, 2027
Fifth Third Bank | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)		2.25%
Encina Loans | Fifth Third Bank
Debt Instrument [Line Items]
Credit line maximum		$ 29,000
Reduction in interest costs and availability of liquid funds		3,000
Credit balance outstanding			$ 2,500	$ 3,200
Machinery and equipment | Encina Loans | Fifth Third Bank
Debt Instrument [Line Items]
Credit line maximum		3,500
Capital expenditure | Encina Loans | Fifth Third Bank
Debt Instrument [Line Items]
Credit line maximum		$ 2,500
Revolving Credit Facility
Debt Instrument [Line Items]
Credit line maximum					$ 11,000
Revolving Credit Facility | Kinetic Industries
Debt Instrument [Line Items]
Credit line maximum					$ 24,700
Revolving Credit Facility | Fifth Third Bank
Debt Instrument [Line Items]
Credit balance outstanding			1,400
Advance made on existing credit facility	$ 1,400
Revolving Credit Facility | Fifth Third Bank | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)		2.00%
Revolving Credit Facility | Encina Loans | Fifth Third Bank
Debt Instrument [Line Items]
Credit line maximum		$ 23,000
Credit balance outstanding			26,000	23,600
Term Loan One and Term Loan Two | Fifth Third Bank | Kinetic Industries
Debt Instrument [Line Items]
Number of term loans | loan		2
Term Loan One | Kinetic Industries
Debt Instrument [Line Items]
Credit line maximum		$ 4,000	$ 4,000
Maturity date			Jan. 20, 2027
Term Loan One | Fifth Third Bank | Kinetic Industries
Debt Instrument [Line Items]
Credit balance outstanding			$ 3,400	3,900
Term Loan Two | Kinetic Industries
Debt Instrument [Line Items]
Credit line maximum		$ 1,000	$ 1,000
Maturity date			Jun. 28, 2025
Term Loan Two | Kinetic Industries | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)			3.75%
Term Loan Two | Fifth Third Bank | Kinetic Industries
Debt Instrument [Line Items]
Credit balance outstanding			$ 0	$ 917

v3.23.2

Long Term Debt - Texas Capital Bank Revolver Loan - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	Jun. 30, 2023	Sep. 30, 2022	Nov. 03, 2016
Debt Instrument [Line Items]
Letter of credit effective rate	7.23%
Texas Capital Bank Revolver Loan
Debt Instrument [Line Items]
Credit line maximum			$ 12.0
Credit line expiration period	5 years
Debt periodic frequency	monthly
Credit balance outstanding	$ 6.7	$ 9.4

v3.23.2

Long Term Debt - Equipment Loans (Additional Information) (Details) $ in Thousands	9 Months Ended
	Jun. 30, 2023 USD ($) option payment	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)
Equipment loans
Debt Instrument [Line Items]
Credit balance outstanding	$ 5,400
Marquis
Debt Instrument [Line Items]
Debt face amount		$ 5,700		$ 5,500
Debt periodic payment	$ 79,000
Interest rate (percent)	6.50%			3.75%
Credit balance outstanding	$ 4,100		$ 4,800
Debt instrument, periodic payment terms	650,000			$ 642,000
Banc Note Payable Bank Three | Marquis
Debt Instrument [Line Items]
Debt face amount	$ 3,700
Debt periodic frequency | payment	84
Debt periodic payment	$ 52,000
Interest rate (percent)	4.80%
Credit balance outstanding	$ 306,000		751,000
Banc Note Payable Bank Four | Marquis
Debt Instrument [Line Items]
Debt face amount	$ 1,100
Debt periodic frequency | payment	81
Debt periodic payment	$ 16,000
Interest rate (percent)	4.90%
Credit balance outstanding	$ 94,000		231,000
Banc Note Payable Bank Five | Marquis
Debt Instrument [Line Items]
Debt face amount	$ 4,000
Debt periodic frequency | payment	84
Debt periodic payment	$ 55,000
Interest rate (percent)	4.70%
Credit balance outstanding	$ 953,000		1,400
Banc Note Payable Bank Six | Marquis
Debt Instrument [Line Items]
Debt face amount	$ 913,000
Debt periodic frequency | payment	60
Debt periodic payment	$ 14,000
Interest rate (percent)	4.70%
Credit balance outstanding	$ 356,000		471,000
Debt instrument, periodic payment terms	197,000
Banc Note Payable Bank Seven | Marquis
Debt Instrument [Line Items]
Debt face amount	$ 5,000
Debt periodic frequency | payment	84
Debt periodic payment	$ 59,000
Interest rate (percent)	3.20%
Credit balance outstanding	$ 3,100		3,500
Debt instrument, periodic payment terms	809,000
Banc Note Payable Bank Eight | Marquis
Debt Instrument [Line Items]
Debt face amount	$ 3,400
Debt periodic frequency | payment	84
Debt periodic payment	$ 46,000
Interest rate (percent)	4.00%
Credit balance outstanding	$ 2,200		$ 2,500
Banc Note Payable Bank Nine | Marquis
Debt Instrument [Line Items]
Debt periodic frequency | payment	60
Debt periodic payment	$ 92,000
Banc Note Payable Bank Ten | Marquis
Debt Instrument [Line Items]
Debt periodic frequency | option	84

v3.23.2

Notes Payable, Related Parties - Schedule of Long-term Related Parties (Details) - USD ($) $ in Thousands			9 Months Ended
	Jan. 18, 2023	Jun. 28, 2022	Jun. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Total notes payable			$ 88,782	$ 79,265
Related Party
Debt Instrument [Line Items]
Total notes payable			48,000	7,000
Less: unamortized debt issuance costs			(2,227)	0
Net amount			45,773	7,000
Less: current portion			(1,000)	(2,000)
Total long-term portion, related parties			44,773	5,000
Related Party | Note Payable to the Sellers of Flooring Liquidators
Debt Instrument [Line Items]
Maturity date	Jan. 18, 2028
Net amount			31,900
Related Party | Note Payable to the Sellers of Kinetic
Debt Instrument [Line Items]
Maturity date		Sep. 27, 2027
Net amount			$ 3,000
Related Party | Note Payable to Sellers | Note Payable to the Sellers of Flooring Liquidators
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)			8.24%
Total notes payable			$ 34,000	0
Related Party | Note Payable to Sellers | Note Payable to the Sellers of Kinetic
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)			7.00%
Total notes payable			$ 3,000	3,000
Isaac Capital Fund, LLC | Related Party
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)			12.50%
Total notes payable			$ 2,000	2,000
Isaac Capital Fund, LLC | Related Party | Flooring Liquidators
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)			12.00%
Total notes payable			$ 5,000	0
Isaac Capital Fund, LLC | Related Party | Revolver
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)			12.00%
Total notes payable			$ 1,000	0
Spriggs Investments, LLC | Related Party
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)			10.00%
Total notes payable			$ 2,000	2,000
Spriggs Investments, LLC | Related Party | Flooring Liquidators
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)			12.00%
Total notes payable			$ 1,000	$ 0

v3.23.2

Notes Payable, Related Parties - Schedule of Future Maturities of Notes (Details) - Notes Payable, Related Parties - Related Party $ in Thousands	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
2024	$ 1,000
2025	3,000
2026	2,000
Thereafter	42,000
Amount owed	$ 48,000

v3.23.2

Stockholders' Equity - Additional Information (Details) - USD ($)			9 Months Ended
	Jun. 30, 2023	Jun. 13, 2023	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Class Of Stock [Line Items]
Treasury stock (in shares)	659,961		659,961		620,971
Repurchase of common stock (in shares)			38,990	79,828
Payment for repurchase of common stock			$ 988,000	$ 2,500,000
Stock option exercise (in shares)			31,250
Related Party
Class Of Stock [Line Items]
Repurchase of common stock (in shares)	9,904
Treasury stock market share price (in usd per share)	$ 25.85
Common stock repurchased amount	$ 256,000
Member of the Company's board of directors, and father of the Company's CEO | Related Party
Class Of Stock [Line Items]
Stock option exercise (in shares)		9,904
Series E Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued (in shares)	47,840		47,840	47,840	47,840

v3.23.2

Stock-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 287,000	$ 0	$ 396,000	$ 37,000
Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense	$ 911,000		$ 911,000
2014 Omnibus Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for issuance (in shares)	300,000		300,000

v3.23.2

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Number of Shares
Outstanding, beginning balance (in shares)	87,500	87,500
Granted (in shares)	17,500
Exercised (in shares)	(31,250)
Outstanding, ending balance (in shares)	73,750	87,500	87,500
Exercisable (in shares)	73,750	87,500
Outstanding, ending balance (in shares)	73,750	87,500	87,500
Weighted Average Exercise Price
Outstanding, beginning balance (in usd per share)	$ 18.81	$ 18.81
Granted (in usd per share)	35.00
Exercised (in usd per share)	14.64
Outstanding, ending balance (in usd per share)	24.42	18.81	$ 18.81
Exercisable (in usd per share)	24.42	18.81
Outstanding, ending balance (in usd per share)	$ 24.42	$ 18.81	$ 18.81
Weighted Average Remaining Contractual Life
Outstanding, ending balance	1 year 4 months 17 days	9 months 10 days	1 year 9 months 10 days
Exercisable	1 year 4 months 17 days	9 months 10 days
Outstanding, ending balance	1 year 4 months 17 days	9 months 10 days	1 year 9 months 10 days
Intrinsic value outstanding balance	$ 762	$ 771	$ 1,626	$ 771
Exercisable	$ 762	$ 771

v3.23.2

Stock-Based Compensation - Schedule of weighted average fair value ("WAFV") of unvested restricted stock awards (Details) - Restricted Stock Awards	9 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of Shares
Outstanding, beginning balance (in shares) | shares	0
Granted (in shares) | shares	27,307
Vested (in shares) | shares	0
Canceled (in shares) | shares	0
Outstanding, ending balance (in shares) | shares	27,307
Weighted-Average Fair Value
Beginning of period (in usd per share) | $ / shares	$ 0
Granted (in usd per share) | $ / shares	36.62
Vested (in usd per share) | $ / shares	0
Canceled (in usd per share) | $ / shares	0
Ending of period (in usd per share) | $ / shares	$ 36.62

v3.23.2

Earnings Per Share - Computation of Basic and Diluted Net Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Basic
Net income	$ 1,060	$ 3,472	$ 4,462	$ 25,376
Less: preferred stock dividends	0	0	0	0
Net income applicable to common stock	$ 1,060	$ 3,472	$ 4,462	$ 25,376
Basic (in shares)	3,166,842	3,090,321	3,123,177	3,128,813
Basic (in usd per share)	$ 0.33	$ 1.12	$ 1.43	$ 8.11
Diluted
Net income applicable to common stock	$ 1,060	$ 3,472	$ 4,462	$ 25,376
Add: preferred stock dividends	0	0	0	0
Net income applicable for diluted earnings per share	$ 1,060	$ 3,472	$ 4,462	$ 25,376
Weighted average common shares outstanding (in shares)	3,166,842	3,090,321	3,123,177	3,128,813
Add: Options (in shares)	19,823	40,365	20,218	40,206
Weighted average common shares outstanding (in shares)	3,186,904	3,130,925	3,143,634	3,169,258
Diluted (in usd per share)	$ 0.33	$ 1.11	$ 1.42	$ 8.01
Series B Preferred Stock
Diluted
Add: Preferred Stock (in shares)	0	0	0	0
Series B Preferred Stock Warrants
Diluted
Add: Preferred Stock (in shares)	0	0	0	0
Series E Preferred Stock
Diluted
Add: Preferred Stock (in shares)	239	239	239	239

v3.23.2

Earnings Per Share - Additional Information (Details) - shares	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share	38,500	21,000	38,500	21,000

v3.23.2

Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands						3 Months Ended			9 Months Ended
	Jun. 30, 2023 USD ($) ft² shares	May 24, 2023 USD ($)	Jan. 18, 2023 USD ($) shares	Jun. 28, 2022 USD ($) option	Apr. 05, 2022	Jun. 30, 2023 USD ($) ft² shares	Mar. 31, 2023 shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) ft² $ / shares shares	Jun. 30, 2022 USD ($) shares	Jan. 19, 2023 USD ($)	Sep. 30, 2022 USD ($)	Jul. 01, 2022 lease option	Jul. 10, 2020 USD ($)	Apr. 09, 2020 USD ($)
Related Party Transaction [Line Items]
Issuance of common stock (in shares) | shares			116,441
Repurchase of common stock (in shares) | shares									38,990	79,828
Exercise price of common stock (in usd per share) | $ / shares									$ 35.00
Loan outstanding	$ 88,782					$ 88,782			$ 88,782			$ 79,265
Stock option exercise (in shares) | shares									31,250
Lease term				20 years
Lessee, renewal option | option				2
Lessee, renewal term				5 years
Better Backer
Related Party Transaction [Line Items]
Lessee, rental cancel notice													90 days
Lessee, operating lease, remaining lease term													24 months
Building | Better Backer
Related Party Transaction [Line Items]
Number of leases | lease													2
Lease term													20 years
Lessee, renewal option | option													2
Lessee, renewal term													5 years
Minimum | Better Backer
Related Party Transaction [Line Items]
Lessee, operating lease, remaining lease term													24 months
Maximum | Better Backer
Related Party Transaction [Line Items]
Lease term													20 years
Lessee, renewal option | option													2
Lessee, renewal term													5 years
Revolving Credit Facility
Related Party Transaction [Line Items]
Credit line maximum				$ 11,000
Common Stock
Related Party Transaction [Line Items]
Issuance of common stock (in shares) | shares						0	116,441
Stock option exercise (in shares) | shares						12,148
Related Party
Related Party Transaction [Line Items]
Capital stock outstanding (percent)									48.80%
Repurchase of common stock (in shares) | shares	9,904
Loan outstanding	$ 48,000					$ 48,000			$ 48,000			7,000
Notes Payable	45,773					45,773			45,773			7,000
Common stock repurchased amount	256
Notes requires payments	$ 1,000					$ 1,000			$ 1,000			2,000
Related Party | Spriggs Promissory Note
Related Party Transaction [Line Items]
Interest rate (percent)											12.00%			10.00%
Related Party | JanOne Inc
Related Party Transaction [Line Items]
Rentable square feet of office space | ft²	9,900					9,900			9,900
Square feet of total office space | ft²	16,500					16,500			16,500
Related Party | ARCA Recycling Inc
Related Party Transaction [Line Items]
Broker-type fees (in percent)					0.05
Initial term of the Agreement					1 year
Purchase agreement, successive period					1 year
Other receivables	$ 300,000					$ 300,000			$ 300,000
Related Party | Spriggs Investments, LLC
Related Party Transaction [Line Items]
Loan outstanding	2,000					2,000			$ 2,000			2,000
Debt instrument, interest rate during period (percent)									10.00%
Related Party | Spriggs Investments, LLC | Spriggs Promissory Note
Related Party Transaction [Line Items]
Debt face amount														$ 2,000
Amount owed	2,000					2,000			$ 2,000			2,000
Related Party | Spriggs Investments, LLC | Spriggs Promissory Note II
Related Party Transaction [Line Items]
Interest rate (percent)											12.00%
Debt face amount											$ 1,000
Amount owed	1,000					1,000			1,000
Related Party | Spyglass Estate Planning, LLC
Related Party Transaction [Line Items]
Lessee, renewal option | option													2
Lessee, renewal term													5 years
Lessee, rental cancel notice													90 days
Related Party | Building | Spyglass Estate Planning, LLC
Related Party Transaction [Line Items]
Number of leases | lease													2
Lease term													20 years
Related Party | Minimum | Spyglass Estate Planning, LLC
Related Party Transaction [Line Items]
Lease term													24 months
Related Party | Maximum | Better Backer | Spyglass Estate Planning, LLC
Related Party Transaction [Line Items]
Lessee, renewal option | option													2
Lessee, renewal term													5 years
Lessee, operating lease, remaining lease term													20 years
Related Party | ICG Flooring Liquidators Note
Related Party Transaction [Line Items]
Loan outstanding			$ 5,000
Maturity date			Jan. 18, 2028
Interest rate (percent)			12.00%
Notes Payable	5,000					5,000			5,000
Related Party | Note Payable to the Sellers of Kinetic
Related Party Transaction [Line Items]
Maturity date				Sep. 27, 2027
Interest rate (percent)				7.00%
Notes Payable	3,000					3,000			3,000
Debt face amount				$ 3,000
Related Party | Note Payable to the Sellers of Flooring Liquidators
Related Party Transaction [Line Items]
Maturity date			Jan. 18, 2028
Interest rate (percent)			8.24%
Notes Payable	31,900					31,900			31,900
Debt face amount			$ 34,000
Debt fair value			31,700
Debt unamortized discount			2,300
Interest expense			$ 2,300
Related Party | ARCA Note | ARCA Recycling Inc
Related Party Transaction [Line Items]
Debt face amount		$ 583,894
Debt instrument, interest rate during period (percent)		10.00%
Notes requires payments		$ 75
Related Party | Mezzanine Loan | ICG
Related Party Transaction [Line Items]
Loan outstanding	$ 2,000					$ 2,000			$ 2,000
Maturity date									May 01, 2025
Interest rate (percent)	12.50%					12.50%			12.50%
Notes Payable	$ 2,000					$ 2,000			$ 2,000			2,000
Related Party | Revolving Credit Facility
Related Party Transaction [Line Items]
Maturity date									Apr. 08, 2024
Interest rate (percent)	12.00%					12.00%			12.00%
Related Party | Revolving Credit Facility | ICG
Related Party Transaction [Line Items]
Interest rate (percent)															10.00%
Notes Payable	$ 1,000					$ 1,000			$ 1,000			$ 0
Credit line maximum															$ 1,000
Related Party | Rent Income | JanOne Inc
Related Party Transaction [Line Items]
Other operating income						$ 55,000		$ 52,000	$ 160,000	$ 163,000
Related Party | Common Stock
Related Party Transaction [Line Items]
Repurchase of common stock (in shares) | shares									25,000
Related Party | Common Stock | Jon Isaac
Related Party Transaction [Line Items]
Issuance of common stock (in shares) | shares									219,177
Repurchase of common stock (in shares) | shares									25,000
Exercise price of common stock (in usd per share) | $ / shares									$ 10.00

v3.23.2

Commitments and Contingencies (Additional Information) (Details) - USD ($)	May 16, 2023	Mar. 31, 2023	Oct. 10, 2022
Gain Contingencies [Line Items]
Payment to shareholders for certain indemnity holdback			$ 2,500,000
Salomon Whitney Settlement
Gain Contingencies [Line Items]
Initial settlement amount		$ 1,000,000
Principals payment within, period		10 days
Additional payment for settlement		$ 1,000,000
Additional payment settlement, period		45 days
Payment for settlement agreement		$ 1,000,000
Additional settlement amount	$ 1,000,000

v3.23.2

Segment Reporting - Additional Information (Details)	9 Months Ended
	Jun. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	5

v3.23.2

Segment Reporting - Summary of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Total revenues	$ 91,516	$ 68,269	$ 251,624	$ 213,133
Total gross profit	32,169	22,349	85,721	74,918
Total operating income	5,561	5,864	15,080	24,720
Total depreciation and amortization	3,683	1,571	9,978	4,616
Total interest expenses	3,485	674	8,767	2,549
Total net income before provision for income taxes	1,357	4,837	5,924	33,224
Retail-Entertainment
Segment Reporting Information [Line Items]
Total revenues	18,009	19,227	60,388	66,179
Total gross profit	9,845	10,226	32,606	34,726
Total operating income	1,548	2,202	7,542	10,144
Total depreciation and amortization	316	290	949	926
Total interest expenses	134	73	423	309
Total net income before provision for income taxes	1,418	1,574	7,155	20,867
Retail-Flooring
Segment Reporting Information [Line Items]
Total revenues	27,449	0	48,218	0
Total gross profit	10,386	0	18,128	0
Total operating income	1,049	0	833	0
Total depreciation and amortization	1,107	0	2,102	0
Total interest expenses	1,200	0	2,221	0
Total net income before provision for income taxes	(338)	0	(1,729)	0
Flooring Manufacturing
Segment Reporting Information [Line Items]
Total revenues	27,424	32,188	84,195	97,832
Total gross profit	6,388	7,466	18,377	25,075
Total operating income	2,022	3,289	5,179	11,772
Total depreciation and amortization	1,067	768	3,259	2,327
Total interest expenses	1,028	261	3,082	1,155
Total net income before provision for income taxes	840	2,898	1,741	10,280
Steel Manufacturing
Segment Reporting Information [Line Items]
Total revenues	18,409	14,974	56,306	41,367
Total gross profit	5,381	4,010	15,420	11,877
Total operating income	2,703	1,268	6,972	5,641
Total depreciation and amortization	1,146	376	3,353	891
Total interest expenses	903	195	2,531	674
Total net income before provision for income taxes	1,485	736	3,469	4,051
Corporate & Other
Segment Reporting Information [Line Items]
Total revenues	225	1,880	2,517	7,755
Total gross profit	169	647	1,190	3,240
Total operating income	(1,761)	(895)	(5,446)	(2,837)
Total depreciation and amortization	47	137	315	472
Total interest expenses	220	145	510	411
Total net income before provision for income taxes	$ (2,048)	$ (371)	$ (4,712)	$ (1,974)

v3.23.2

Subsequent Events (Details) - USD ($) $ in Millions	Jul. 20, 2023	Jan. 18, 2023
Subsequent Event [Line Items]
Note amount		$ 34.0
Precision Metal Works, Inc. (“PMW”) | Subsequent Event
Subsequent Event [Line Items]
Business combination, transaction value	$ 28.0
Payments to acquire businesses, gross	25.0
Business combination additional consideration	3.0
Note amount	2.5
Proceeds from credit facility	$ 14.4

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