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, The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries, and Precision Metal Works, Inc. (“PMW”), which is engaged in metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices. PMW reports on a 13-week quarter, as opposed to the Company's calendar quarter reporting. However, the Company has determined that the difference in reporting periods has no material effect on its reported financial results.

The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. 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 six months ended March 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2024. 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, 2023 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 22, 2023 (the “2023 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. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results.

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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly

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provided to the Chief Operating Decision Maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

Acquisition of CRO

On October 13, 2023, Flooring Liquidators acquired certain assets and assumed certain liabilities of Carpet Remnant Outlet, Inc. (“CRO”), a floor covering retailer and installer serving residential and commercial customers throughout Northwest Arkansas. Total consideration for the acquisition was approximately $1.8 million and was comprised of cash at close of approximately $1.0 million, an indemnification holdback amount of $300,000, and additional consideration valued at $425,000.

The fair value of the purchase price components was $1.8 million, as detailed below (in $000's):

Cash						$	1,034
Additional consideration						425
Holdback						300
Purchase price						$	1,759

Under the preliminary purchase price allocation, the Company recognized goodwill of $425,000, 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 October 13, 2023, as calculated by an independent third-party firm. The value of the additional consideration was calculated by management. The Company anticipates the $425,000 of goodwill arising from the acquisition to be fully deductible for tax purposes. The table below outlines the purchase price allocation of the purchase for CRO to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s):

Total purchase price									$	1,759
Accounts payable									770
Accrued liabilities									1,298
Total liabilities assumed									2,068
Total consideration									3,827
Accounts receivable									259
Inventory									1,406
Property, plant and equipment									261
Intangible assets									1,190
Other assets									286
Total assets acquired									3,402
Total goodwill									$	425

Acquisition of Johnson

On November 30, 2023, CRO acquired certain assets and assumed certain liabilities of Johnson Floor & Home (“Johnson”), a floor covering retailer and installer serving residential and commercial customers through four locations in the Tulsa, Oklahoma area, and one in Joplin, Missouri. Total consideration for the acquisition was $2.0 million, comprised of cash at close of $500,000, deferred consideration in the form of a seller note of $1.2 million, with additional

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consideration paid in the form of an earnout valued at approximately $300,000. The deferred consideration is payable in three $400,000 installments due annually on the first three anniversary dates following the closing date. Each installment will accrue interest at 6.0% per annum until paid.

The fair value of the purchase price components outlined above was approximately $2.0 million, as detailed below (in $000's):

Cash						$	500
Deferred consideration						1,200
Earnout						301
Purchase price						$	2,001

The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of November 30, 2023, as calculated by management. The table below outlines the purchase price allocation of the purchase for Johnson to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s):

Total purchase price									$	2,001
Accounts payable									1,017
Accrued liabilities									1,141
Total liabilities assumed									2,158
Total consideration									4,159
Accounts receivable									1,252
Inventory									1,127
Property, plant and equipment									157
Intangible assets
Customer relationships						$	1,301
Non-compete agreement						306
Subtotal intangible assets									1,607
Other assets									16
Total assets acquired									4,159
Total goodwill									$	—

Acquisition of Harris Flooring Group® Brands

On September 20, 2023, Marquis acquired the Harris Flooring Group® brands from Q.E.P., a designer, manufacturer, and distributor of a broad range of best-in-class flooring and installation solutions for commercial and home improvement projects. Specifically, Marquis acquired the Harris Flooring Group brands, inventory, and book of business and intends to retain all sales representatives. The purchase price was $10.1 million, consisting of $3.0 million in cash at close, and the recording of a deferred payment of $5.1 million and holdback of $2.0 million. The acquisition was determined to be an asset acquisition for accounting purposes. The entirety of the purchase price was allocated to inventory.

Acquisition of PMW

On July 20, 2023 (“Effective Date”), the Company acquired 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, plus closing cash, and subject to working capital adjustments, 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 and leaseback transaction of approximately $8.6 million. The acquisition involved no issuance of stock of the Company.

As of the Effective Date, the Company entered into a sales and leaseback transaction for two properties acquired, one located in Frankfort, Kentucky, and the other located in Louisville, Kentucky, with Legacy West Kentucky Portfolio, LLC (“Lessor”). The aggregate sales price of the real estate was approximately $14.5 million. The Louisville, Kentucky property was acquired on the Effective Date for $5.1 million in connection with an option of PMW to purchase that property.

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The provisions of each of the two lease agreements include a 20-year lease term with two five-year renewal options. The base rent under the Frankfort lease agreement is $34,977 per month for the first year of the term and a 2% per annum escalator thereafter. The base rent under the Louisville lease agreement is $63,493 per month for the first year of the term and a 2% per annum escalator thereafter. Both lease agreements are “net leases,” 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 it is more likely than not that each of the two five-year options will be exercised. The proceeds of $14.5 million, net of closing fees, from the sale-leaseback were used to assist in funding the acquisition of PMW.

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

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

Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $4.0 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 July 20, 2023, as calculated by an independent third-party firm. Because the transaction was considered a stock purchase for tax purposes, none of the goodwill arising from the acquisition will be deductible for tax purposes. During the three months ended December 31, 2023, the Company recorded noncash fair value adjustments related to inventory and other liabilities assumed, as well as an adjustment to deferred tax liabilities in the aggregate amount of $652,000. The table below outlines the purchase price allocation of the purchase for PMW to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):

Net purchase price						$	26,777
Accounts payable						10,788
Accrued liabilities						4,995
Total liabilities assumed						15,783
Total consideration						42,560
Cash						1,602
Accounts receivable						12,613
Inventory						6,266
Property, plant and equipment						13,616
Intangible assets						3,600
Other assets						849
Total assets acquired						38,546
Total goodwill						$	4,014

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. 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 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. (“EBS”), 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.

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

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

Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $31.4 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. During the three months ended December 31, 2023, the Company recorded a fair value adjustment related to its contingent

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consideration of $1 million. The table below outlines the purchase price allocation, as revised, of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):

Purchase price									$	78,700
Accounts payable									5,189
Accrued liabilities									10,700
Debt									60
Total liabilities assumed									15,949
Total consideration									94,649
Cash									9,131
Accounts receivable									4,824
Inventory									19,402
Property, plant and equipment									4,643
Intangible assets
Trade names			$	13,275
Customer relationships			7,700
Non-compete agreements			1,625
Other			49
Subtotal intangible assets									22,649
Other									2,581
Total assets acquired									63,230
Total goodwill									$	31,419

Pro Forma Information

The table below presents selected proforma information for the Company for the three and six-month periods ended March 31, 2023, assuming that the acquisition had occurred on October 1, 2022 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.

			As Reported												Adjustments						Proforma
			Live Unaudited Three Months Ended March 31, 2023						Flooring Liquidators Unaudited Three Months Ended March 31, 2023						Adjustments(1)						Live for the Three Months Ended March 31, 2023
Net revenue			$	91,122					$	4,222											$	95,344
Net income			$	1,558					$	(2,188)					$	(300)					$	(930)
Earnings per basic common share			$	0.50																	$	(0.30)
Earnings per basic diluted share			$	0.49																	$	(0.29)

			As Reported												Adjustments						Proforma
			Live Unaudited Six Months Ended March 31, 2023						Flooring Liquidators Unaudited Six Months Ended March 31, 2023						Adjustments(1)						Live for the Six Months Ended March 31, 2023
Net revenue			$	160,108					$	37,702											$	197,810
Net income			$	3,402					$	(1,033)					$	(2,226)					$	143
Earnings per basic common share			$	1.10																	$	0.05
Earnings per basic diluted share			$	1.08																	$	0.05

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(1) Adjustments are related to adjustments made for the following:

•Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date.

•Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company.

•Elimination of revenue and costs of revenue associated with sales between Flooring Liquidators and the Company prior to acquisition.

The following table details the Company's inventory as of March 31, 2024 and September 30, 2023 (in $000's):

Inventory, net			March 31, 2024						September 30, 2023
Raw materials			$	28,695					$	32,590
Work in progress			9,320						9,028
Finished goods			52,674						50,082
Merchandise			46,388						43,438
			137,077						135,138
Less: Inventory reserves			(6,097)						(3,824)
Total inventory, net			$	130,980					$	131,314

The following table details the Company's property and equipment as of March 31, 2024 and September 30, 2023 (in $000's):

			March 31, 2024						September 30, 2023
Property and equipment, net:
Land			$	2,029					$	2,029
Building and improvements			36,955						35,684
Transportation equipment			2,086						2,062
Machinery and equipment			69,322						67,575
Furnishings and fixtures			6,285						6,028
Office, computer equipment and other			5,003						4,569
			121,680						117,947
Less: Accumulated depreciation			(43,248)						(37,244)
Total property and equipment, net			$	78,432					$	80,703

Depreciation expense was $3.0 million and $2.7 million for the three months ended March 31, 2024 and 2023, respectively, and $6.1 million and $5.1 million for the six months ended March 31, 2024 and 2023, respectively.

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 rent 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

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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.

The following table details the Company's right of use assets and lease liabilities as of March 31, 2024 and September 30, 2023 (in $000's):

			March 31, 2024						September 30, 2023
Right of use asset - operating leases			$	64,867					$	54,544
Lease liabilities:
Current - operating			13,459						11,369
Current - finance			361						359
Long term - operating			56,678						48,156
Long term - finance			33,023						32,942

As of March 31, 2024, the weighted average remaining lease term for operating leases is 10.0 years. The Company's weighted average discount rate for operating leases is 9.8%. Total cash payments for operating leases for the six months ended March 31, 2024 and 2023 were approximately $8.8 million and $3.9 million, respectively. Additionally, the Company recognized approximately $17.4 million in right of use assets and liabilities upon commencement of operating leases during the six months ended March 31, 2024.

As of March 31, 2024, the weighted average remaining lease term for finance leases is 27.3 years. The Company's weighted average discount rate for finance leases is 11.7%. Total cash payments for finance leases for the six months ended March 31, 2024 and 2023 were approximately $1.6 million and $1.1 million, respectively. No finance right-of-use assets or liabilities were recognized during the six months ended March 31, 2024.

The Company records finance lease right-of-use assets as property and equipment. The balance, as of March 31, 2024 and September 30, 2023 is as follows (in $000’s):

			March 31, 2024						September 30, 2023
Property and equipment, at cost			$	22,526					$	22,526
Accumulated depreciation			$	(1,048)					$	(702)
Property and equipment, net			$	21,478					$	21,824

Total present value of future lease payments of operating leases as of March 31, 2024 (in $000's):

Twelve months ended March 31,
2025			$	18,466
2026			16,286
2027			13,774
2028			11,132
2029			7,049
Thereafter			31,421
Total			98,128
Less implied interest			(27,991)
Present value of payments			$	70,137

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Total present value of future lease payments of finance leases as of March 31, 2024 (in $000's):

Twelve months ended March 31,
2025			$	3,185
2026			3,197
2027			3,257
2028			3,348
2029			3,453
Thereafter			103,196
Total			119,636
Less implied interest			(86,252)
Present value of payments			$	33,384

During the six months ended March 31, 2024 and 2023, the Company recorded no impairment charges relating to any of its leases.

The following table details the Company's intangibles as of March 31, 2024 and September 30, 2023 (in $000's):

			March 31, 2024						September 30, 2023
Intangible assets, net:
Intangible assets - Tradenames			$	14,940					$	14,940
Intangible assets - Customer relationships			15,139						13,874
Intangible assets - Other			3,810						2,316
			33,889						31,130
Less: Accumulated amortization			(6,947)						(4,562)
Total intangibles, net			$	26,942					$	26,568

Amortization expense was $1.2 million and $992,000 for the three months ended March 31, 2024 and 2023, respectively, and $2.4 million and $1.2 million for the six months ended March 31, 2024 and 2023, respectively.

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

Twelve months ending March 31,
2025			$	4,984
2026			4,984
2027			4,915
2028			4,799
2029			4,141
Thereafter			3,119
			$	26,942

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The following table details the Company's goodwill as of September 30, 2023 and March 31, 2024 (in $000's):

			Retail - Entertainment						Retail - Flooring						Flooring Manufacturing						Steel Manufacturing						Total
September 30, 2023			36,947						30,419						807						7,693						75,866
CRO acquisition			—						425						—						—						425
PMW adjustment			—						—						—						(652)						(652)
Flooring Liquidators adjustment			—						1,000						—						—						1,000
March 31, 2024			$	36,947					$	31,844					$	807					$	7,041					$	76,639

During the six months ended March 31, 2024, the Company made fair value adjustments, in the amount of approximately ($652,000) related to the acquisition of PMW, $425,000 related to the CRO acquisition, and $1.0 million related to the acquisition of Flooring Liquidators (see Note 3).

As of March 31, 2024, the Company did not identify any triggering events that would require impairment testing.

The following table details the Company's accrued liabilities as of March 31, 2024 and September 30, 2023 (in $000's):

			March 31, 2024						September 30, 2023
Accrued liabilities:
Accrued payroll and bonuses			$	6,524					$	5,802
Accrued sales and use taxes			1,884						1,529
Accrued customer deposits			6,548						4,579
Accrued gift card and escheatment liability			1,825						1,819
Accrued interest payable			846						669
Accrued inventory			2,230						5,700
Accrued professional fees			2,476						3,146
Accrued expenses - other			10,847						8,582
Total accrued liabilities			$	33,180					$	31,826

Long-term debt as of March 31, 2024 and September 30, 2023 consisted of the following (in $000's):

			March 31, 2024						September 30, 2023
Revolver loans			$	64,510					$	56,779
Equipment loans			13,543						15,486
Term loans			13,192						14,290
Other notes payable			15,997						15,789
Total notes payable			107,242						102,344
Less: unamortized debt issuance costs			(524)						(557)
Net amount			106,718						101,787
Less: current portion			(31,396)						(23,077)
Total long-term debt			$	75,322					$	78,710

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Future maturities of long-term debt at March 31, 2024, are as follows which does not include related party debt separately stated (in $000's):

Twelve months ending March 31,
2024			$	31,396
2025			5,992
2026			53,669
2027			4,441
2028			11,220
Total future maturities of long-term debt			$	106,718

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 March 31, 2024 and September 30, 2023, the outstanding balance was approximately $16.4 million and $6.1 million, respectively.

Loan with Fifth Third Bank (Precision Marshall)

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 March 31, 2024 and September 30, 2023, the outstanding balance on the revolving loan was approximately $25.0 million and $23.0 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $2.1 million and $2.3 million, respectively. The revolving loan has a variable interest rate and matures in January 2027. As of March 31, 2024 and September 30, 2023, the outstanding balance on Kinetic Term Loan #1 was approximately $3.0 million and $3.3 million, respectively. As of September 30, 2023, the Kinetic Term Loan #2 was fully repaid.

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 March 31, 2024 and September 30, 2023, the outstanding balance on the Capex loan was approximately $1.3 million and 1.4 million, respectively.

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

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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 March 31, 2024 and September 30, 2023, the outstanding balance on the Eclipse Revolver was approximately $9.0 million and $8.2 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $2.1 million and $2.4 million, respectively.

Loan with Fifth Third Bank (PMW)

In connection with the acquisition of PMW (see Note 3), on July 20, 2023, PMW entered into a revolving credit facility with Fifth Third Bank (the "Revolving Credit Facility"). The facility consists of $15.0 million in revolving credit ("Fifth-Third Revolver") and approximately $5.0 million in M&E lending (the "Fifth-Third M&E Loan"). The Fifth-Third Revolver is a three-year, asset-based facility that is secured by substantially all of PMW's assets. Availability under the Fifth-Third Revolver is subject to a monthly borrowing base calculation. PMW's ability to borrow under the Fifth-Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth-Third. Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin. Reference Rate means the greater of (a) 3.0% or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time. The Applicable Margin for revolving loans is zero, while for the M&E Term Loan or any Capital Expenditure Term Loan, it is 50 basis points (0.5%). The credit facility matures in July 2026. As of March 31, 2024 and September 30, 2023, the outstanding balance on the Fifth-Third Revolver was approximately $10.8 million and $11.0 million, respectively, and the balance on the Fifth-Third M&E loan was approximately $4.4 million and $4.8 million, respectively.

Bank Midwest Revolver Loan

On October 17, 2023, Vintage entered into a $15.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”), replacing a revolving credit facility between Vintage and Texas Capital Bank (“TCB Revolver”), which was entered into in November 2016 and set to mature in November 2023. In connection with the entry into the Credit Agreement, the revolving credit facility between Vintage Stock and Texas Capital Bank was terminated and the balance outstanding was repaid. The Bank Midwest Revolver interest accrues daily on the outstanding principal at a rate of the greater of (a) the one-month forward-looking term rate based on SOFR, plus 2.36% per annum, or (b) 6.5% per annum, and matures on October 17, 2024. As of March 31, 2024, the outstanding balance on the Bank Midwest Revolver was approximately $3.4 million. As of September 30, 2023, the outstanding balance on the TCB Revolver was approximately $5.3 million.

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 March 31, 2024:

Note #3 was for approximately $3.7 million, secured by equipment. The Equipment Loan #3 matured in December 2023. As of March 31, 2024 and September 30, 2023, the balance was $0 and $154,000, respectively.

Note #4 was for approximately $1.1 million, secured by equipment. The Equipment Loan #4 matured in December 2023. As of March 31, 2024 and September 30, 2023, the balance was $0 and $47,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $485,000 and $799,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $237,000 and $317,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $2.6 million and $2.9 million, respectively.

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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 March 31, 2024 and September 30, 2023, the balance was approximately $1.8 million and $2.0 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 March 31, 2024 and September 30, 2023, the balance was approximately $3.4 million and $3.9 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 March 31, 2024 and September 30, 2023, the balance was approximately $5.0 million and $5.3 million.

Loan Covenant Compliance

As of March 31, 2024, 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 March 31, 2024 and September 30, 2023 consisted of the following (in $000's):

			March 31, 2024						September 30, 2023
Isaac Capital Group, LLC, 12.5% interest rate, matures May 2025			$	2,000					$	2,000
Spriggs Investments, LLC, 10% interest rate, matures July 2025			1,400						2,000
Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2025			1,000						1,000
Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2025			2,000						1,000
Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028			5,000						5,000
Total notes payable - related parties			11,400						11,000
Less: unamortized debt issuance costs			(76)						(86)
Net amount			11,324						10,914
Less: current portion			(1,200)						(4,000)
Total long-term portion, related parties			$	10,124					$	6,914

Twelve months ending March 31,
2025			$	1,200
2026			5,200
2029			4,924
Total future maturities of long-term debt, related parties			$	11,324

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Seller notes as of March 31, 2024 and September 30, 2023 consisted of the following (in $000’s):

			March 31, 2024						September 30, 2023
Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028			$	34,000					$	34,000
Seller of PMW, 8.0% interest rate, matures July 2028			2,500						2,500
Seller of Kinetic, 7.0% interest rate, matures September 2027			3,000						3,000
Total Related party seller notes payable			39,500						39,500
Unamortized debt premium (discount)			854						(502)
Net amount			40,354						38,998
Less current portion			—						—
Long-term portion of Related party seller notes payable			$	40,354					$	38,998

Future maturities of seller notes at March 31, 2024 are as follows (in $000’s):

Twelve months ending March 31,
2026			500
2027			3,500
2028			36,354
Total			$	40,354

Series E Convertible Preferred Stock

As of March 31, 2024 and September 30, 2023, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively.

Treasury Stock

As of March 31, 2024 and September 30, 2023, the Company had 676,258 and 660,063 shares of Treasury Stock, respectively. During the six months ended March 31, 2024 and 2023, the Company repurchased 16,195 and 25,384 shares of its common stock for approximately $404,000 and $639,000, respectively. During the six months ended March 31, 2024 and 2023, the average price paid per share was $24.99 and $25.16, respectively.

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.

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The following table summarizes stock option activity for the fiscal year ended September 30, 2023 and the six months ended March 31, 2024:

			Number of Shares						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life						Intrinsic Value
Outstanding at September 30, 2022			87,500						$	18.81					0.78						$	771
Outstanding at March 31, 2023			87,500						$	18.81					0.85						$	1,160
Exercisable at March 31, 2023			87,500						$	18.81					0.85						$	1,160
Outstanding at September 30, 2023			53,750						$	21.51					1.54						$	540
Outstanding at March 31, 2024			53,750						$	21.51					1.04						$	499
Exercisable at March 31, 2024			53,750						$	21.51					1.04						$	499

The Company recognized compensation expense of approximately $50,000 and $109,000 during the three months ended March 31, 2024 and 2023, respectively, and approximately $100,000 and $109,000 during the six months ended March 31, 2024 and 2023, 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 March 31, 2024, the Company had no unrecognized compensation expense associated with stock option awards.

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.

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

			Three Months Ended March 31,												Six Months Ended March 31,
			2024						2023						2024						2023
Basic
Net (loss) income			$	(3,281)					$	1,558					$	(3,963)					$	3,402
Less: preferred stock dividends			—						—						—						—
Net (loss) income applicable to common stock			$	(3,281)					$	1,558					$	(3,963)					$	3,402
Weighted average common shares outstanding			3,154,771						3,143,911						3,159,180						3,101,007
Basic (loss) earnings per share			$	(1.04)					$	0.50					$	(1.25)					$	1.10
Diluted
Net (loss) income applicable to common stock			$	(3,281)					$	1,558					$	(3,963)					$	3,402
Add: preferred stock dividends			—						—						—						—
Net (loss) income applicable to diluted earnings per share			$	(3,281)					$	1,558					$	(3,963)					$	3,402
Weighted average common shares outstanding			3,154,771						3,143,911						3,159,180						3,101,007
Add: Options			—						40,832						—						36,379
Add: Series E Preferred Stock			—						239						—						239
Assumed weighted average common shares outstanding			3,154,771						3,184,982						3,159,180						3,137,625
Diluted (loss) earnings per share			$	(1.04)					$	0.49					$	(1.25)					$	1.08

Basic earnings per common share ("EPS") is computed by dividing net income by the weighted average number of shares of Common Stock outstanding for the period. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of Common Stock outstanding and the effect of dilutive securities. No diluted EPS computation was made for the three and six months ended March 31, 2024, as the Company recorded a net loss. Had the Company calculated diluted EPS for the three and six months ended March 31, 2024, the total assumed weighted average common shares outstanding would have been 3,173,021 and 3,177,549, respectively, and there would have been 22,500 options to purchase shares of common stock that were anti-dilutive. For the three and six months ended March 31, 2023, there were 17,000 options to purchase shares of common stock that were anti-dilutive, and not included in the diluted EPS computation.

Transactions with Isaac Capital Group, LLC

As of March 31, 2024, Isaac Capital Group, LLC (“ICG”) beneficially owns 49.0% 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 expire on January 15, 2025.

ICG Term Loan

During 2015, Marquis entered into a mezzanine loan in the amount of up to $7.0 million (the “ICF Loan”) with Isaac Capital Fund I, LLC (“ICF”), a private lender whose managing member is Jon Isaac. On July 10, 2020, (i) ICF released and discharged Marquis from all obligations under the loan, (ii) ICF assigned all of its rights and obligations under the instruments, documents, and agreements with respect to the ICF Loan to ICG, of which Jon Isaac, the Company’s President and Chief Executive Officer, is the sole member, and (iii) Live Ventures borrowed $2.0 million (the “ICG Loan”) from ICG. The ICG Loan bears interest at 12.5% and matures in May 2025. As of March 31, 2024 and September 30, 2023, the outstanding balance on this note was $2.0 million.

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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”). On June 23, 2022, as approved by unanimous consent of the Board of Directors of the Company, the amount of available revolving credit under the facility was increased to $6.0 million. No other terms of the Note were changed. On April 1, 2023, the Company entered into the Second Amendment of the ICG Revolver that extended the maturity date to April 8, 2024, increased the interest rate from 10% to 12% per annum, and decreased the amount of available revolving credit under the facility to $1.0 million. On January 11, 2024, the Company entered into the Third Amendment of the ICG Revolver that extended the maturity date to April 8, 2025 and increased the amount of available revolving credit under the facility to $5.0 million. As of March 31, 2024 and September 30, 2023, the outstanding balance on the ICG Revolver was $2.0 million and 1.0 million, 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 March 31, 2024, the outstanding balance on this loan was $5.0 million.

Transactions with JanOne Inc.

Tony Isaac, a member of the Company's board of directors, and father of the Company's Chief Executive Officer, 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, previously rented 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 $39,000 and $112,000 in rent and other reimbursed expenses for three months ended March 31, 2024 and 2023, respectively, and $75,000 and $256,000 for the six months ended March 31, 2024 and 2023, respectively.

Purchase Agreement with ARCA Recycling

On April 5, 2022, the Company entered into a Purchasing Agreement with ARCA Recycling ("ARCA"), which was a wholly owned subsidiary of JanOne, Inc. until March 2023. 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 shall be paid back by ARCA in full plus an additional five percent surcharge or broker-type fee. As of March 31, 2024, the Company had a full allowance of approximately $690,000 recorded in the reserve for doubtful accounts for the amount due.

On February 7, 2024, the Company converted outstanding receivables from JanOne and amounts due under the Purchase Agreement with ARCA Recycling into a promissory note with JanOne. On March 6, 2024, the Company entered into a Note Sale Agreement (“NSA”) with an unaffiliated third party under which the third party acquired the promissory note for approximately $700,000. The NSA requires payment of 50% of the amount due upon execution, and the balance due no later than three days following 60 days after the date of execution. On March 11, 2024, the Company received payment of approximately $350,000, which was recorded as other income, and recorded a receivable for the deferred payment, which was subsequently received. In connection with the execution of the NSA, the Company recognized a gain of approximately $0.6 million in the second quarter.

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

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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. Under the modification agreement, 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. On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan I. Under the loan modification agreement, the Company was required to make a principal payment of $600,000 to Spriggs Investments within five business days following the effective date of the loan modification agreement, and make principal payments of not less than $300,000 each 90-day period thereafter, beginning on April 1, 2024, until the Spriggs Promissory Note I is fully repaid. Further, under the loan modification agreement, the maturity date of the Spriggs Promissory Note I was extended to July 31, 2025. All monthly payments under the original Spriggs Promissory Note I remain in effect through the maturity date as amended. As of March 31, 2024 and September 30, 2023, the principal amount owed was $1.4 million and $2.0 million, respectively.

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. On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan II. Under the loan modification agreement, upon full principal repayment of the Spriggs Promissory Note I (see above), the Company will make principal payments of not less than $300,000, per each 90-day period, until the Spriggs Loan II is fully repaid. Further, under the loan modification agreement, the maturity date of the Spriggs Loan II was extended to July 31, 2025. All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended. As of March 31, 2024 and September 30, 2023, the principal 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 certain assets and intellectual property of Better Backers, Inc., 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.

Transactions with Flooring Liquidators CEO

Stephen Kellogg is the Chief Executive Officer of Flooring Liquidators, a wholly owned subsidiary of the Company.

Flooring Liquidators leases five properties from K2L Property Management, and one from Railroad Investments, each of which Mr. Kellogg is a member. Additionally, Flooring Liquidators leases two properties from Stephen Kellogg and Kimberly Hendrick as a couple, and properties from each of The Stephen Kellogg and Kimberly Hendrick Trust, The Stephen Kellogg Trust, and Mr. Kellogg personally. Ms. Hendrick is Mr. Kellogg's spouse.

Sellers Notes

Note Payable to the Sellers of Kinetic

In connection with the purchase of Kinetic, on June 28, 2022, Kinetic entered into an employment agreement with the previous owner of Kinetic to serve as its Head of Equipment Operations. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, Precision Marshall entered into a seller financed loan in the amount of $3.0 million with the previous owner 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 March 31, 2024 and September 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 (see Note 3), on January 18, 2023, the Company entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer. The

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employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, the Company 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 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 March 31, 2024 and September 30, 2023, the carrying value of the Sellers Note was approximately $34.9 million and $33.5 million, respectively.

Note Payable to the Seller of PMW

In connection with the purchase of PMW (see Note 3), on July 20, 2023, the Company entered into a consulting agreement with the previous owner of PMW to serve as part-time President and Chief Executive Officer. The consulting agreement commenced on the Effective Date and shall terminate upon the later of (i) Sellers’ receipt of earn-out payments in an aggregate amount equal to $3.0 million and (ii) the full satisfaction and payment of all amounts due and to that are to become due under the seller note, unless earlier terminated in accordance with the terms set forth in the consulting agreement. Additionally, PMW entered into two seller financed loans, in the aggregate amount of $2.5 million, which are fully guaranteed by the Company. The seller financed loans bear interest at 8.0% per annum, with interest payable quarterly in arrears. The seller financed loans have a maturity date of July 18, 2028. As of March 31, 2024 and September 30, 2023, the carrying value of the seller financed loans was approximately $2.5 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, approval, or ratification 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 was 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 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 had 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

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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 is currently in the midst of discovery. Discovery deadlines have been extended because counsel for JanOne Inc. and Virland Johnson moved to withdraw on August 18, 2023, which motion the court granted on October 2, 2023. In light of this, the Court approved a stipulated order to extend the discovery period approximately 45 days. Fact discovery is now set to be completed by May 20, 2024. 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 Industries, Inc. filed a civil complaint in the Court of Chancery of the State of Delaware. The complaint alleged that the Company violated the terms of an agreement and plan of merger dated July 14, 2020, by failing to pay the shareholders a certain indemnity holdback of $2,500,000. The Chancery Court dismissed that action for lack of jurisdiction. On January 12, 2023, the representative re-filed the same action in the United States District Court for the Western District of Pennsylvania. On October 26, 2023, the Company counterclaimed against the representative and all represented shareholders for fraudulently misrepresenting the seller’s inventory and accounting methodology and asserting damages in excess of $4,500,000. On April 10, 2024, the District Court dismissed the individual shareholders, leaving intact the company's misrepresentation claims against the shareholder representative. The Company expects discovery to last for approximately one year.

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 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. The Court has set this for a Case Management Conference on September 30, 2024, after the parties have had a chance to exchange discovery regarding the claims. Elite Builders maintains that Ms. Sanchez’s claims lack merit. Elite Builders has received early round discovery from the plaintiff and plans to engage in further discovery to establish the extent, if any, of exposure. The parties have also discussed attending mediation with the intent to minimize litigation costs.

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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 March 31,												For the Six Months Ended March 31,
			2024						2023						2024						2023
Revenues
Retail-Entertainment			$	16,842					$	19,188					$	37,428					$	42,461
Retail-Flooring			32,032						20,769						66,351						20,769
Flooring Manufacturing			34,180						30,340						63,425						56,772
Steel Manufacturing			35,488						19,916						68,841						37,897
Corporate & Other			84						909						174						2,209
Total revenues			$	118,626					$	91,122					$	236,219					$	160,108
Gross profit
Retail-Entertainment			$	9,836					$	10,654					$	21,364					$	22,864
Retail-Flooring			11,702						7,742						24,734						7,742
Flooring Manufacturing			8,760						7,328						15,182						11,989
Steel Manufacturing			5,090						5,647						10,352						10,040
Corporate & Other			79						237						162						917
Total gross profit			$	35,467					$	31,608					$	71,794					$	53,552
Operating income (loss)
Retail-Entertainment			$	1,784					$	2,327					$	4,973					$	5,991
Retail-Flooring			(3,023)						(216)						(2,935)						(216)
Flooring Manufacturing			1,978						2,406						2,923						3,158
Steel Manufacturing			872						2,814						1,855						4,270
Corporate & Other			(2,449)						(2,379)						(4,113)						(3,684)
Total operating income			$	(838)					$	4,952					$	2,703					$	9,519
Depreciation and amortization
Retail-Entertainment			$	226					$	321					$	492					$	633
Retail-Flooring			1,275						995						2,627						995
Flooring Manufacturing			1,055						1,082						2,112						2,193
Steel Manufacturing			1,627						1,114						3,244						2,207
Corporate & Other			5						135						8						269
Total depreciation and amortization			$	4,188					$	3,647					$	8,483					$	6,297

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Interest expense
Retail-Entertainment			$	82					$	152					$	237					$	306
Retail-Flooring			1,275						1,021						2,474						1,021
Flooring Manufacturing			1,016						1,067						2,000						2,054
Steel Manufacturing			1,557						841						3,180						1,628
Corporate & Other			237						154						439						273
Total interest expense			$	4,167					$	3,235					$	8,330					$	5,282
Net (loss) income before provision for income taxes
Retail-Entertainment			$	1,845					$	2,178					$	4,954					$	5,716
Retail-Flooring			(4,485)						(1,390)						(6,115)						(1,390)
Flooring Manufacturing			826						1,214						662						901
Steel Manufacturing			(1,056)						1,715						(2,074)						1,983
Corporate & Other			(1,628)						(1,609)						(2,831)						(2,643)
Total (loss) net income before provision for income taxes			$	(4,498)					$	2,108					$	(5,404)					$	4,567

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.

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v3.24.1.1.u2

Cover Page - shares	6 Months Ended
	Mar. 31, 2024	May 10, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
File Number	001-33937
Entity Registrant Name	Live Ventures Incorporated
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		3,144,028
Entity Central Index Key	0001045742
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

v3.24.1.1.u2

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Assets
Cash	$ 4,489	$ 4,309
Trade receivables, net of allowance for doubtful accounts of $1.1 million at March 31, 2024 and $1.6 million at September 30, 2023	45,510	41,194
Inventories, net	130,980	131,314
Income taxes receivable	0	1,116
Prepaid expenses and other current assets	4,430	4,919
Total current assets	185,409	182,852
Property and equipment, net	78,432	80,703
Right of use asset - operating leases	64,867	54,544
Deposits and other assets	1,579	1,282
Intangible assets, net	26,942	26,568
Goodwill	76,639	75,866
Total assets	433,868	421,815
Liabilities:
Accounts payable	26,466	27,190
Accrued liabilities	33,180	31,826
Income taxes payable	322	0
Current portion of lease obligations - operating leases	13,459	11,369
Current portion of lease obligations - finance leases	361	359
Total current liabilities	106,384	97,821
Lease obligation long term - operating leases	56,678	48,156
Lease obligation long term - finance leases	33,023	32,942
Deferred taxes	10,320	14,035
Other non-current obligations	5,795	4,104
Total liabilities	338,000	321,680
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001 par value, 10,000,000 shares authorized, 3,148,135 and 3,164,330 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively	2	2
Paid in capital	69,487	69,387
Treasury stock common 676,258 and 660,063 shares as of March 31, 2024 and September 30, 2023, respectively	(8,610)	(8,206)
Retained earnings	34,996	38,959
Total stockholders' equity	95,868	100,135
Total liabilities and stockholders' equity	433,868	421,815
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 March 31, 2024 and September 30, 2023, respectively, with a liquidation preference of $0.30 per share outstanding	0	0
Treasury stock Series E preferred 80,000 shares as of March 31, 2024 and September 30, 2023, respectively	(7)	(7)
Nonrelated Party
Liabilities:
Current portion of long-term debt and noted payable related parties	31,396	23,077
Long-term debt, net of current portion	75,322	78,710
Related Party
Liabilities:
Current portion of long-term debt and noted payable related parties	1,200	4,000
Long-term debt, net of current portion	10,124	6,914
Related Party | Seller Notes
Liabilities:
Seller notes - related parties	$ 40,354	$ 38,998

v3.24.1.1.u2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2024	Sep. 30, 2023
Stockholders' equity:
Allowance for doubtful accounts	$ 1.1	$ 1.6
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)	3,148,135	3,164,330
Common stock, shares outstanding (in shares)	3,148,135	3,164,330
Treasury stock (in shares)	676,258	660,063
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

v3.24.1.1.u2

CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 118,626	$ 91,122	$ 236,219	$ 160,108
Cost of revenue	83,159	59,514	164,425	106,556
Gross profit	35,467	31,608	71,794	53,552
Operating expenses:
General and administrative expenses	29,824	22,617	57,503	37,217
Sales and marketing expenses	6,481	4,039	11,588	6,816
Total operating expenses	36,305	26,656	69,091	44,033
Operating income (loss)	(838)	4,952	2,703	9,519
Other expense:
Interest expense, net	(4,167)	(3,235)	(8,330)	(5,282)
Other Income	507	391	223	330
Total other expense, net	(3,660)	(2,844)	(8,107)	(4,952)
(Loss) income before provision for income taxes	(4,498)	2,108	(5,404)	4,567
(Benefit) provision for income taxes	(1,217)	550	(1,441)	1,165
Net (loss) income	$ (3,281)	$ 1,558	$ (3,963)	$ 3,402
(Loss) income per share:
Basic (in usd per share)	$ (1.04)	$ 0.50	$ (1.25)	$ 1.10
Diluted (in usd per share)	$ (1.04)	$ 0.49	$ (1.25)	$ 1.08
Weighted average common shares outstanding:
Basic (in shares)	3,154,771	3,143,911	3,159,180	3,101,007
Diluted (in shares)	3,154,771	3,184,982	3,159,180	3,137,625

v3.24.1.1.u2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Activities:
Net (loss) income	$ (3,963)	$ 3,402
Adjustments to reconcile net (loss) income to net cash provided by operating activities, net of acquisition:
Depreciation and amortization	8,483	6,297
Gain on disposal of fixed assets	0	(7)
Amortization of seller note discount	1,355	0
Amortization of debt issuance cost	43	105
Stock based compensation expense	100	109
Amortization of right-of-use assets	2,008	1,397
Change in reserve for uncollectible accounts	(449)	350
Change in reserve for obsolete inventory	1,557	169
Changes in assets and liabilities, net of acquisitions:
Trade receivables	(2,357)	436
Inventories	469	2,384
Income taxes payable/receivable	1,438	166
Prepaid expenses and other current assets	791	3,453
Deposits and other assets	(295)	(1,095)
Accounts payable	(2,511)	(3,668)
Accrued liabilities	(1,709)	(3,547)
Change in deferred income taxes	(2,829)	4,168
Other Liabilities	0	59
Net cash provided by operating activities	2,131	14,178
Investing Activities:
Acquisition of CRO	(1,034)	0
Acquisition of Johnson	(500)	0
Acquisition of Flooring Liquidators, net of cash received	0	(33,929)
Purchase of property and equipment	(3,373)	(2,900)
Net cash used in investing activities	(4,907)	(36,829)
Financing Activities:
Net borrowings under revolver loans	7,731	12,312
Proceeds from issuance of notes payable	227	8,449
Payments on notes payable	(3,359)	(3,679)
Proceeds from issuance of related party notes payable	1,000	7,000
Payments on related party notes payable	(600)	0
Payments for debt acquisition costs	0	(96)
Purchase of common treasury stock	(405)	(639)
Payments on financing leases	(1,638)	(1,077)
Payments on seller finance arrangements	0	(51)
Net cash provided by financing activities	2,956	22,219
Change in cash	180	(432)
Cash, beginning of period	4,309	4,600
Cash, end of period	4,489	4,168
Supplemental cash flow disclosures:
Interest paid	6,665	4,602
Income taxes paid, net	106	43
Noncash financing and investing activities:
Noncash items related to acquisition	0	36,900
PMW Acquisition
Noncash financing and investing activities:
Goodwill adjustment	233	0
CRO acquisition
Noncash financing and investing activities:
Noncash items related to acquisition	725	0
Flooring Liquidators adjustment
Noncash financing and investing activities:
Noncash items related to acquisition	$ 1,501	$ 0

v3.24.1.1.u2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Series E 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, 2022			47,840
Beginning balance at Sep. 30, 2022	$ 97,162		$ 0	$ 2	$ 65,321	$ (7)	$ (7,215)	$ 39,509	$ (448)
Beginning balance, common stock (in shares) at Sep. 30, 2022				3,074,833
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchase of common treasury stock (in shares)				(24,710)
Purchase of common treasury stock	(621)						(621)
Net (loss) income	1,844							1,844
Ending balance, preferred stock (in shares) at Dec. 31, 2022			47,840
Ending balance at Dec. 31, 2022	98,385		$ 0	$ 2	65,321	(7)	(7,836)	41,353	(448)
Ending balance, common stock (in shares) at Dec. 31, 2022				3,050,123
Beginning balance, preferred stock (in shares) at Sep. 30, 2022			47,840
Beginning balance at Sep. 30, 2022	97,162		$ 0	$ 2	65,321	(7)	(7,215)	39,509	(448)
Beginning balance, common stock (in shares) at Sep. 30, 2022				3,074,833
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	3,402
Ending balance, preferred stock (in shares) at Mar. 31, 2023			47,840
Ending balance at Mar. 31, 2023	103,235		$ 0	$ 2	68,630	(7)	(7,853)	42,911	(448)
Ending balance, common stock (in shares) at Mar. 31, 2023				3,165,890
Beginning balance, preferred stock (in shares) at Dec. 31, 2022			47,840
Beginning balance at Dec. 31, 2022	98,385		$ 0	$ 2	65,321	(7)	(7,836)	41,353	(448)
Beginning balance, common stock (in shares) at Dec. 31, 2022				3,050,123
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	109				109
Purchase of common treasury stock (in shares)				(674)
Purchase of common treasury stock	(17)						(17)
Issuance of common stock (in shares)				116,441
Issuance of common stock	3,200				3,200
Net (loss) income	1,558							1,558
Ending balance, preferred stock (in shares) at Mar. 31, 2023			47,840
Ending balance at Mar. 31, 2023	103,235		$ 0	$ 2	68,630	(7)	(7,853)	42,911	(448)
Ending balance, common stock (in shares) at Mar. 31, 2023				3,165,890
Beginning balance, preferred stock (in shares) at Sep. 30, 2023		47,840	47,840
Beginning balance at Sep. 30, 2023	$ 100,135		$ 0	$ 2	69,387	(7)	(8,206)	38,959	0
Beginning balance, common stock (in shares) at Sep. 30, 2023	3,164,330			3,164,330
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	$ 50				50
Purchase of common treasury stock (in shares)				(4,346)
Purchase of common treasury stock	(106)						(106)
Net (loss) income	(682)							(682)
Ending balance, preferred stock (in shares) at Dec. 31, 2023			47,840
Ending balance at Dec. 31, 2023	99,397		$ 0	$ 2	69,437	(7)	(8,312)	38,277	0
Ending balance, common stock (in shares) at Dec. 31, 2023				3,159,984
Beginning balance, preferred stock (in shares) at Sep. 30, 2023		47,840	47,840
Beginning balance at Sep. 30, 2023	$ 100,135		$ 0	$ 2	69,387	(7)	(8,206)	38,959	0
Beginning balance, common stock (in shares) at Sep. 30, 2023	3,164,330			3,164,330
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	$ (3,963)
Ending balance, preferred stock (in shares) at Mar. 31, 2024		47,840	47,840
Ending balance at Mar. 31, 2024	$ 95,868		$ 0	$ 2	69,487	(7)	(8,610)	34,996	0
Ending balance, common stock (in shares) at Mar. 31, 2024	3,148,135			3,148,135
Beginning balance, preferred stock (in shares) at Dec. 31, 2023			47,840
Beginning balance at Dec. 31, 2023	$ 99,397		$ 0	$ 2	69,437	(7)	(8,312)	38,277	0
Beginning balance, common stock (in shares) at Dec. 31, 2023				3,159,984
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	50				50
Purchase of common treasury stock (in shares)				(11,849)
Purchase of common treasury stock	(298)						(298)
Net (loss) income	(3,281)							(3,281)
Ending balance, preferred stock (in shares) at Mar. 31, 2024		47,840	47,840
Ending balance at Mar. 31, 2024	$ 95,868		$ 0	$ 2	$ 69,487	$ (7)	$ (8,610)	$ 34,996	$ 0
Ending balance, common stock (in shares) at Mar. 31, 2024	3,148,135			3,148,135

v3.24.1.1.u2

Background and Basis of Presentation	6 Months Ended
	Mar. 31, 2024
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, The Kinetic Co., Inc. (“Kinetic”), which is engaged in the production of industrial knives and hardened wear products for the tissue and metals industries, and Precision Metal Works, Inc. (“PMW”), which is engaged in metal forming, assembly, and finishing solutions across diverse industries, including appliance, automotive, hardware, electrical, electronic, medical products, and devices. PMW reports on a 13-week quarter, as opposed to the Company's calendar quarter reporting. However, the Company has determined that the difference in reporting periods has no material effect on its reported financial results. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. 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 six months ended March 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2024. 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, 2023 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 22, 2023 (the “2023 Form 10-K”).

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Summary of Significant Accounting Policies	6 Months Ended
	Mar. 31, 2024
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. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results. 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the Chief Operating Decision Maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

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Acquisitions	6 Months Ended
	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions Acquisition of CRO On October 13, 2023, Flooring Liquidators acquired certain assets and assumed certain liabilities of Carpet Remnant Outlet, Inc. (“CRO”), a floor covering retailer and installer serving residential and commercial customers throughout Northwest Arkansas. Total consideration for the acquisition was approximately $1.8 million and was comprised of cash at close of approximately $1.0 million, an indemnification holdback amount of $300,000, and additional consideration valued at $425,000. The fair value of the purchase price components was $1.8 million, as detailed below (in $000's): Cash $ 1,034  Additional consideration 425  Holdback 300  Purchase price $ 1,759  Under the preliminary purchase price allocation, the Company recognized goodwill of $425,000, 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 October 13, 2023, as calculated by an independent third-party firm. The value of the additional consideration was calculated by management. The Company anticipates the $425,000 of goodwill arising from the acquisition to be fully deductible for tax purposes. The table below outlines the purchase price allocation of the purchase for CRO to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s): Total purchase price $ 1,759  Accounts payable 770  Accrued liabilities 1,298  Total liabilities assumed 2,068  Total consideration 3,827  Accounts receivable 259  Inventory 1,406  Property, plant and equipment 261  Intangible assets 1,190  Other assets 286  Total assets acquired 3,402  Total goodwill $ 425  Acquisition of Johnson On November 30, 2023, CRO acquired certain assets and assumed certain liabilities of Johnson Floor & Home (“Johnson”), a floor covering retailer and installer serving residential and commercial customers through four locations in the Tulsa, Oklahoma area, and one in Joplin, Missouri. Total consideration for the acquisition was $2.0 million, comprised of cash at close of $500,000, deferred consideration in the form of a seller note of $1.2 million, with additional consideration paid in the form of an earnout valued at approximately $300,000. The deferred consideration is payable in three $400,000 installments due annually on the first three anniversary dates following the closing date. Each installment will accrue interest at 6.0% per annum until paid. The fair value of the purchase price components outlined above was approximately $2.0 million, as detailed below (in $000's): Cash $ 500  Deferred consideration 1,200  Earnout 301  Purchase price $ 2,001  The values assigned to the assets acquired and liabilities assumed are based on their estimates of fair value available as of November 30, 2023, as calculated by management. The table below outlines the purchase price allocation of the purchase for Johnson to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s): Total purchase price $ 2,001  Accounts payable 1,017  Accrued liabilities 1,141  Total liabilities assumed 2,158  Total consideration 4,159  Accounts receivable 1,252  Inventory 1,127  Property, plant and equipment 157  Intangible assets Customer relationships $ 1,301  Non-compete agreement 306  Subtotal intangible assets 1,607  Other assets 16  Total assets acquired 4,159  Total goodwill $ —  Acquisition of Harris Flooring Group® Brands On September 20, 2023, Marquis acquired the Harris Flooring Group® brands from Q.E.P., a designer, manufacturer, and distributor of a broad range of best-in-class flooring and installation solutions for commercial and home improvement projects. Specifically, Marquis acquired the Harris Flooring Group brands, inventory, and book of business and intends to retain all sales representatives. The purchase price was $10.1 million, consisting of $3.0 million in cash at close, and the recording of a deferred payment of $5.1 million and holdback of $2.0 million. The acquisition was determined to be an asset acquisition for accounting purposes. The entirety of the purchase price was allocated to inventory. Acquisition of PMW On July 20, 2023 (“Effective Date”), the Company acquired 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, plus closing cash, and subject to working capital adjustments, 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 and leaseback transaction of approximately $8.6 million. The acquisition involved no issuance of stock of the Company. As of the Effective Date, the Company entered into a sales and leaseback transaction for two properties acquired, one located in Frankfort, Kentucky, and the other located in Louisville, Kentucky, with Legacy West Kentucky Portfolio, LLC (“Lessor”). The aggregate sales price of the real estate was approximately $14.5 million. The Louisville, Kentucky property was acquired on the Effective Date for $5.1 million in connection with an option of PMW to purchase that property. The provisions of each of the two lease agreements include a 20-year lease term with two five-year renewal options. The base rent under the Frankfort lease agreement is $34,977 per month for the first year of the term and a 2% per annum escalator thereafter. The base rent under the Louisville lease agreement is $63,493 per month for the first year of the term and a 2% per annum escalator thereafter. Both lease agreements are “net leases,” 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 it is more likely than not that each of the two five-year options will be exercised. The proceeds of $14.5 million, net of closing fees, from the sale-leaseback were used to assist in funding the acquisition of PMW. The fair value of the purchase price components outlined above was $26.8 million due to fair value adjustments for the contingent consideration, cash acquired, and working capital adjustments, as detailed below (in $000’s): Purchase price $ 25,000  Fair value of earnout 2,675  Cash from balance sheet 1,602  Working capital adjustment (2,500) Net purchase price $ 26,777  Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $4.0 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 July 20, 2023, as calculated by an independent third-party firm. Because the transaction was considered a stock purchase for tax purposes, none of the goodwill arising from the acquisition will be deductible for tax purposes. During the three months ended December 31, 2023, the Company recorded noncash fair value adjustments related to inventory and other liabilities assumed, as well as an adjustment to deferred tax liabilities in the aggregate amount of $652,000. The table below outlines the purchase price allocation of the purchase for PMW to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Net purchase price $ 26,777  Accounts payable 10,788  Accrued liabilities 4,995  Total liabilities assumed 15,783  Total consideration 42,560  Cash 1,602  Accounts receivable 12,613  Inventory 6,266  Property, plant and equipment 13,616  Intangible assets 3,600  Other assets 849  Total assets acquired 38,546  Total goodwill $ 4,014  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. 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 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. (“EBS”), 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. 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 of the purchase price components outlined above was $78.7 million due to fair value adjustments for the Note, and restricted stock, as detailed below (in $000's). Purchase price $ 83,800  Fair value adjustment, sellers note (3,300) Fair value adjustment, restricted stock (1,800) Net purchase price $ 78,700  Under the preliminary purchase price allocation, the Company recognized goodwill of approximately $31.4 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. During the three months ended December 31, 2023, the Company recorded a fair value adjustment related to its contingent consideration of $1 million. The table below outlines the purchase price allocation, as revised, of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Purchase price $ 78,700  Accounts payable 5,189  Accrued liabilities 10,700  Debt 60  Total liabilities assumed 15,949  Total consideration 94,649  Cash 9,131  Accounts receivable 4,824  Inventory 19,402  Property, plant and equipment 4,643  Intangible assets Trade names $ 13,275  Customer relationships 7,700  Non-compete agreements 1,625  Other 49  Subtotal intangible assets 22,649  Other 2,581  Total assets acquired 63,230  Total goodwill $ 31,419  Pro Forma Information The table below presents selected proforma information for the Company for the three and six-month periods ended March 31, 2023, assuming that the acquisition had occurred on October 1, 2022 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods. As Reported Adjustments Proforma Live Unaudited Three Months Ended March 31, 2023 Flooring Liquidators Unaudited Three Months Ended March 31, 2023 Adjustments(1) Live for the Three Months Ended March 31, 2023 Net revenue $ 91,122  $ 4,222  $ 95,344  Net income $ 1,558  $ (2,188) $ (300) $ (930) Earnings per basic common share $ 0.50  $ (0.30) Earnings per basic diluted share $ 0.49  $ (0.29) As Reported Adjustments Proforma Live Unaudited Six Months Ended March 31, 2023 Flooring Liquidators Unaudited Six Months Ended March 31, 2023 Adjustments(1) Live for the Six Months Ended March 31, 2023 Net revenue $ 160,108  $ 37,702  $ 197,810  Net income $ 3,402  $ (1,033) $ (2,226) $ 143  Earnings per basic common share $ 1.10  $ 0.05  Earnings per basic diluted share $ 1.08  $ 0.05  (1) Adjustments are related to adjustments made for the following: •Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date. •Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company. •Elimination of revenue and costs of revenue associated with sales between Flooring Liquidators and the Company prior to acquisition.

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Inventory	6 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Inventory	Inventory The following table details the Company's inventory as of March 31, 2024 and September 30, 2023 (in $000's): Inventory, net March 31, 2024 September 30, 2023 Raw materials $ 28,695  $ 32,590  Work in progress 9,320  9,028  Finished goods 52,674  50,082  Merchandise 46,388  43,438  137,077  135,138  Less: Inventory reserves (6,097) (3,824) Total inventory, net $ 130,980  $ 131,314

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Property and Equipment	6 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment The following table details the Company's property and equipment as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Property and equipment, net: Land $ 2,029  $ 2,029  Building and improvements 36,955  35,684  Transportation equipment 2,086  2,062  Machinery and equipment 69,322  67,575  Furnishings and fixtures 6,285  6,028  Office, computer equipment and other 5,003  4,569  121,680  117,947  Less: Accumulated depreciation (43,248) (37,244) Total property and equipment, net $ 78,432  $ 80,703  Depreciation expense was $3.0 million and $2.7 million for the three months ended March 31, 2024 and 2023, respectively, and $6.1 million and $5.1 million for the six months ended March 31, 2024 and 2023, respectively.

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Leases	6 Months Ended
	Mar. 31, 2024
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 rent 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. The following table details the Company's right of use assets and lease liabilities as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Right of use asset - operating leases $ 64,867  $ 54,544  Lease liabilities: Current - operating 13,459  11,369  Current - finance 361  359  Long term - operating 56,678  48,156  Long term - finance 33,023  32,942  As of March 31, 2024, the weighted average remaining lease term for operating leases is 10.0 years. The Company's weighted average discount rate for operating leases is 9.8%. Total cash payments for operating leases for the six months ended March 31, 2024 and 2023 were approximately $8.8 million and $3.9 million, respectively. Additionally, the Company recognized approximately $17.4 million in right of use assets and liabilities upon commencement of operating leases during the six months ended March 31, 2024. As of March 31, 2024, the weighted average remaining lease term for finance leases is 27.3 years. The Company's weighted average discount rate for finance leases is 11.7%. Total cash payments for finance leases for the six months ended March 31, 2024 and 2023 were approximately $1.6 million and $1.1 million, respectively. No finance right-of-use assets or liabilities were recognized during the six months ended March 31, 2024. The Company records finance lease right-of-use assets as property and equipment. The balance, as of March 31, 2024 and September 30, 2023 is as follows (in $000’s): March 31, 2024 September 30, 2023 Property and equipment, at cost $ 22,526  $ 22,526  Accumulated depreciation $ (1,048) $ (702) Property and equipment, net $ 21,478  $ 21,824  Total present value of future lease payments of operating leases as of March 31, 2024 (in $000's): Twelve months ended March 31, 2025 $ 18,466  2026 16,286  2027 13,774  2028 11,132  2029 7,049  Thereafter 31,421  Total 98,128  Less implied interest (27,991) Present value of payments $ 70,137  Total present value of future lease payments of finance leases as of March 31, 2024 (in $000's): Twelve months ended March 31, 2025 $ 3,185  2026 3,197  2027 3,257  2028 3,348  2029 3,453  Thereafter 103,196  Total 119,636  Less implied interest (86,252) Present value of payments $ 33,384  During the six months ended March 31, 2024 and 2023, 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 rent 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. The following table details the Company's right of use assets and lease liabilities as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Right of use asset - operating leases $ 64,867  $ 54,544  Lease liabilities: Current - operating 13,459  11,369  Current - finance 361  359  Long term - operating 56,678  48,156  Long term - finance 33,023  32,942  As of March 31, 2024, the weighted average remaining lease term for operating leases is 10.0 years. The Company's weighted average discount rate for operating leases is 9.8%. Total cash payments for operating leases for the six months ended March 31, 2024 and 2023 were approximately $8.8 million and $3.9 million, respectively. Additionally, the Company recognized approximately $17.4 million in right of use assets and liabilities upon commencement of operating leases during the six months ended March 31, 2024. As of March 31, 2024, the weighted average remaining lease term for finance leases is 27.3 years. The Company's weighted average discount rate for finance leases is 11.7%. Total cash payments for finance leases for the six months ended March 31, 2024 and 2023 were approximately $1.6 million and $1.1 million, respectively. No finance right-of-use assets or liabilities were recognized during the six months ended March 31, 2024. The Company records finance lease right-of-use assets as property and equipment. The balance, as of March 31, 2024 and September 30, 2023 is as follows (in $000’s): March 31, 2024 September 30, 2023 Property and equipment, at cost $ 22,526  $ 22,526  Accumulated depreciation $ (1,048) $ (702) Property and equipment, net $ 21,478  $ 21,824  Total present value of future lease payments of operating leases as of March 31, 2024 (in $000's): Twelve months ended March 31, 2025 $ 18,466  2026 16,286  2027 13,774  2028 11,132  2029 7,049  Thereafter 31,421  Total 98,128  Less implied interest (27,991) Present value of payments $ 70,137  Total present value of future lease payments of finance leases as of March 31, 2024 (in $000's): Twelve months ended March 31, 2025 $ 3,185  2026 3,197  2027 3,257  2028 3,348  2029 3,453  Thereafter 103,196  Total 119,636  Less implied interest (86,252) Present value of payments $ 33,384  During the six months ended March 31, 2024 and 2023, the Company recorded no impairment charges relating to any of its leases.

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Intangibles	6 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangibles	Intangibles The following table details the Company's intangibles as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Intangible assets, net: Intangible assets - Tradenames $ 14,940  $ 14,940  Intangible assets - Customer relationships 15,139  13,874  Intangible assets - Other 3,810  2,316  33,889  31,130  Less: Accumulated amortization (6,947) (4,562) Total intangibles, net $ 26,942  $ 26,568  Amortization expense was $1.2 million and $992,000 for the three months ended March 31, 2024 and 2023, respectively, and $2.4 million and $1.2 million for the six months ended March 31, 2024 and 2023, respectively. The following table summarizes estimated future amortization expense related to intangible assets that have net balances (in $000’s): Twelve months ending March 31, 2025 $ 4,984  2026 4,984  2027 4,915  2028 4,799  2029 4,141  Thereafter 3,119  $ 26,942

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Goodwill	6 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill The following table details the Company's goodwill as of September 30, 2023 and March 31, 2024 (in $000's): Retail - Entertainment Retail - Flooring Flooring Manufacturing Steel Manufacturing Total September 30, 2023 36,947  30,419  807  7,693  75,866  CRO acquisition —  425  —  —  425  PMW adjustment —  —  —  (652) (652) Flooring Liquidators adjustment —  1,000  —  —  1,000  March 31, 2024 $ 36,947  $ 31,844  $ 807  $ 7,041  $ 76,639  During the six months ended March 31, 2024, the Company made fair value adjustments, in the amount of approximately ($652,000) related to the acquisition of PMW, $425,000 related to the CRO acquisition, and $1.0 million related to the acquisition of Flooring Liquidators (see Note 3). As of March 31, 2024, the Company did not identify any triggering events that would require impairment testing.

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Accrued Liabilities	6 Months Ended
	Mar. 31, 2024
Accrued Liabilities Abstract
Accrued Liabilities	Accrued Liabilities The following table details the Company's accrued liabilities as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Accrued liabilities: Accrued payroll and bonuses $ 6,524  $ 5,802  Accrued sales and use taxes 1,884  1,529  Accrued customer deposits 6,548  4,579  Accrued gift card and escheatment liability 1,825  1,819  Accrued interest payable 846  669  Accrued inventory 2,230  5,700  Accrued professional fees 2,476  3,146  Accrued expenses - other 10,847  8,582  Total accrued liabilities $ 33,180  $ 31,826

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Long Term Debt	6 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Long Term Debt	Long-Term Debt Long-term debt as of March 31, 2024 and September 30, 2023 consisted of the following (in $000's): March 31, 2024 September 30, 2023 Revolver loans $ 64,510  $ 56,779  Equipment loans 13,543  15,486  Term loans 13,192  14,290  Other notes payable 15,997  15,789  Total notes payable 107,242  102,344  Less: unamortized debt issuance costs (524) (557) Net amount 106,718  101,787  Less: current portion (31,396) (23,077) Total long-term debt $ 75,322  $ 78,710  Future maturities of long-term debt at March 31, 2024, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending March 31, 2024 $ 31,396  2025 5,992  2026 53,669  2027 4,441  2028 11,220  Total future maturities of long-term debt $ 106,718  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 March 31, 2024 and September 30, 2023, the outstanding balance was approximately $16.4 million and $6.1 million, respectively. Loan with Fifth Third Bank (Precision Marshall) 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 March 31, 2024 and September 30, 2023, the outstanding balance on the revolving loan was approximately $25.0 million and $23.0 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $2.1 million and $2.3 million, respectively. The revolving loan has a variable interest rate and matures in January 2027. As of March 31, 2024 and September 30, 2023, the outstanding balance on Kinetic Term Loan #1 was approximately $3.0 million and $3.3 million, respectively. As of September 30, 2023, the Kinetic Term Loan #2 was fully repaid. 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 March 31, 2024 and September 30, 2023, the outstanding balance on the Capex loan was approximately $1.3 million and 1.4 million, respectively. 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 March 31, 2024 and September 30, 2023, the outstanding balance on the Eclipse Revolver was approximately $9.0 million and $8.2 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $2.1 million and $2.4 million, respectively. Loan with Fifth Third Bank (PMW) In connection with the acquisition of PMW (see Note 3), on July 20, 2023, PMW entered into a revolving credit facility with Fifth Third Bank (the "Revolving Credit Facility"). The facility consists of $15.0 million in revolving credit ("Fifth-Third Revolver") and approximately $5.0 million in M&E lending (the "Fifth-Third M&E Loan"). The Fifth-Third Revolver is a three-year, asset-based facility that is secured by substantially all of PMW's assets. Availability under the Fifth-Third Revolver is subject to a monthly borrowing base calculation. PMW's ability to borrow under the Fifth-Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth-Third. Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin. Reference Rate means the greater of (a) 3.0% or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time. The Applicable Margin for revolving loans is zero, while for the M&E Term Loan or any Capital Expenditure Term Loan, it is 50 basis points (0.5%). The credit facility matures in July 2026. As of March 31, 2024 and September 30, 2023, the outstanding balance on the Fifth-Third Revolver was approximately $10.8 million and $11.0 million, respectively, and the balance on the Fifth-Third M&E loan was approximately $4.4 million and $4.8 million, respectively. Bank Midwest Revolver Loan On October 17, 2023, Vintage entered into a $15.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”), replacing a revolving credit facility between Vintage and Texas Capital Bank (“TCB Revolver”), which was entered into in November 2016 and set to mature in November 2023. In connection with the entry into the Credit Agreement, the revolving credit facility between Vintage Stock and Texas Capital Bank was terminated and the balance outstanding was repaid. The Bank Midwest Revolver interest accrues daily on the outstanding principal at a rate of the greater of (a) the one-month forward-looking term rate based on SOFR, plus 2.36% per annum, or (b) 6.5% per annum, and matures on October 17, 2024. As of March 31, 2024, the outstanding balance on the Bank Midwest Revolver was approximately $3.4 million. As of September 30, 2023, the outstanding balance on the TCB Revolver was approximately $5.3 million. 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 March 31, 2024: Note #3 was for approximately $3.7 million, secured by equipment. The Equipment Loan #3 matured in December 2023. As of March 31, 2024 and September 30, 2023, the balance was $0 and $154,000, respectively. Note #4 was for approximately $1.1 million, secured by equipment. The Equipment Loan #4 matured in December 2023. As of March 31, 2024 and September 30, 2023, the balance was $0 and $47,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $485,000 and $799,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $237,000 and $317,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $2.6 million and $2.9 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 March 31, 2024 and September 30, 2023, the balance was approximately $1.8 million and $2.0 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 March 31, 2024 and September 30, 2023, the balance was approximately $3.4 million and $3.9 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 March 31, 2024 and September 30, 2023, the balance was approximately $5.0 million and $5.3 million. Loan Covenant Compliance As of March 31, 2024, the Company was in compliance with all covenants under its existing revolving and other loan agreements. Related Party Seller Notes Seller notes as of March 31, 2024 and September 30, 2023 consisted of the following (in $000’s): March 31, 2024 September 30, 2023 Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028 $ 34,000  $ 34,000  Seller of PMW, 8.0% interest rate, matures July 2028 2,500  2,500  Seller of Kinetic, 7.0% interest rate, matures September 2027 3,000  3,000  Total Related party seller notes payable 39,500  39,500  Unamortized debt premium (discount) 854  (502) Net amount 40,354  38,998  Less current portion —  —  Long-term portion of Related party seller notes payable $ 40,354  $ 38,998  Future maturities of seller notes at March 31, 2024 are as follows (in $000’s): Twelve months ending March 31, 2026 500  2027 3,500  2028 36,354  Total $ 40,354

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Notes Payable-Related Parties	6 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Notes Payable-Related Parties	Notes Payable-Related Parties Long-term debt payable to related parties (see Note 16) as of March 31, 2024 and September 30, 2023 consisted of the following (in $000's): March 31, 2024 September 30, 2023 Isaac Capital Group, LLC, 12.5% interest rate, matures May 2025 $ 2,000  $ 2,000  Spriggs Investments, LLC, 10% interest rate, matures July 2025 1,400  2,000  Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2025 1,000  1,000  Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2025 2,000  1,000  Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028 5,000  5,000  Total notes payable - related parties 11,400  11,000  Less: unamortized debt issuance costs (76) (86) Net amount 11,324  10,914  Less: current portion (1,200) (4,000) Total long-term portion, related parties $ 10,124  $ 6,914  Twelve months ending March 31, 2025 $ 1,200  2026 5,200  2029 4,924  Total future maturities of long-term debt, related parties $ 11,324

v3.24.1.1.u2

Related Party Seller Notes	6 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Related Party Seller Notes	Long-Term Debt Long-term debt as of March 31, 2024 and September 30, 2023 consisted of the following (in $000's): March 31, 2024 September 30, 2023 Revolver loans $ 64,510  $ 56,779  Equipment loans 13,543  15,486  Term loans 13,192  14,290  Other notes payable 15,997  15,789  Total notes payable 107,242  102,344  Less: unamortized debt issuance costs (524) (557) Net amount 106,718  101,787  Less: current portion (31,396) (23,077) Total long-term debt $ 75,322  $ 78,710  Future maturities of long-term debt at March 31, 2024, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending March 31, 2024 $ 31,396  2025 5,992  2026 53,669  2027 4,441  2028 11,220  Total future maturities of long-term debt $ 106,718  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 March 31, 2024 and September 30, 2023, the outstanding balance was approximately $16.4 million and $6.1 million, respectively. Loan with Fifth Third Bank (Precision Marshall) 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 March 31, 2024 and September 30, 2023, the outstanding balance on the revolving loan was approximately $25.0 million and $23.0 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $2.1 million and $2.3 million, respectively. The revolving loan has a variable interest rate and matures in January 2027. As of March 31, 2024 and September 30, 2023, the outstanding balance on Kinetic Term Loan #1 was approximately $3.0 million and $3.3 million, respectively. As of September 30, 2023, the Kinetic Term Loan #2 was fully repaid. 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 March 31, 2024 and September 30, 2023, the outstanding balance on the Capex loan was approximately $1.3 million and 1.4 million, respectively. 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 March 31, 2024 and September 30, 2023, the outstanding balance on the Eclipse Revolver was approximately $9.0 million and $8.2 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $2.1 million and $2.4 million, respectively. Loan with Fifth Third Bank (PMW) In connection with the acquisition of PMW (see Note 3), on July 20, 2023, PMW entered into a revolving credit facility with Fifth Third Bank (the "Revolving Credit Facility"). The facility consists of $15.0 million in revolving credit ("Fifth-Third Revolver") and approximately $5.0 million in M&E lending (the "Fifth-Third M&E Loan"). The Fifth-Third Revolver is a three-year, asset-based facility that is secured by substantially all of PMW's assets. Availability under the Fifth-Third Revolver is subject to a monthly borrowing base calculation. PMW's ability to borrow under the Fifth-Third Revolver is subject to the satisfaction of certain conditions, including meeting all loan covenants under the credit agreement with Fifth-Third. Loans made under the Revolving Credit Facility are considered Reference Rate Loans, and bear interest at a rate equal to the sum of the Reference Rate plus the Applicable Margin. Reference Rate means the greater of (a) 3.0% or (b) the Lender’s publicly announced prime rate (which is not intended to be Lender’s lowest or most favorable rate in effect at any time) in effect from time to time. The Applicable Margin for revolving loans is zero, while for the M&E Term Loan or any Capital Expenditure Term Loan, it is 50 basis points (0.5%). The credit facility matures in July 2026. As of March 31, 2024 and September 30, 2023, the outstanding balance on the Fifth-Third Revolver was approximately $10.8 million and $11.0 million, respectively, and the balance on the Fifth-Third M&E loan was approximately $4.4 million and $4.8 million, respectively. Bank Midwest Revolver Loan On October 17, 2023, Vintage entered into a $15.0 million credit agreement with Bank Midwest (“Bank Midwest Revolver”), replacing a revolving credit facility between Vintage and Texas Capital Bank (“TCB Revolver”), which was entered into in November 2016 and set to mature in November 2023. In connection with the entry into the Credit Agreement, the revolving credit facility between Vintage Stock and Texas Capital Bank was terminated and the balance outstanding was repaid. The Bank Midwest Revolver interest accrues daily on the outstanding principal at a rate of the greater of (a) the one-month forward-looking term rate based on SOFR, plus 2.36% per annum, or (b) 6.5% per annum, and matures on October 17, 2024. As of March 31, 2024, the outstanding balance on the Bank Midwest Revolver was approximately $3.4 million. As of September 30, 2023, the outstanding balance on the TCB Revolver was approximately $5.3 million. 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 March 31, 2024: Note #3 was for approximately $3.7 million, secured by equipment. The Equipment Loan #3 matured in December 2023. As of March 31, 2024 and September 30, 2023, the balance was $0 and $154,000, respectively. Note #4 was for approximately $1.1 million, secured by equipment. The Equipment Loan #4 matured in December 2023. As of March 31, 2024 and September 30, 2023, the balance was $0 and $47,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $485,000 and $799,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $237,000 and $317,000, 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 March 31, 2024 and September 30, 2023, the balance was approximately $2.6 million and $2.9 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 March 31, 2024 and September 30, 2023, the balance was approximately $1.8 million and $2.0 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 March 31, 2024 and September 30, 2023, the balance was approximately $3.4 million and $3.9 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 March 31, 2024 and September 30, 2023, the balance was approximately $5.0 million and $5.3 million. Loan Covenant Compliance As of March 31, 2024, the Company was in compliance with all covenants under its existing revolving and other loan agreements. Related Party Seller Notes Seller notes as of March 31, 2024 and September 30, 2023 consisted of the following (in $000’s): March 31, 2024 September 30, 2023 Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028 $ 34,000  $ 34,000  Seller of PMW, 8.0% interest rate, matures July 2028 2,500  2,500  Seller of Kinetic, 7.0% interest rate, matures September 2027 3,000  3,000  Total Related party seller notes payable 39,500  39,500  Unamortized debt premium (discount) 854  (502) Net amount 40,354  38,998  Less current portion —  —  Long-term portion of Related party seller notes payable $ 40,354  $ 38,998  Future maturities of seller notes at March 31, 2024 are as follows (in $000’s): Twelve months ending March 31, 2026 500  2027 3,500  2028 36,354  Total $ 40,354

v3.24.1.1.u2

Stockholders' Equity	6 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders' Equity	Stockholders’ Equity Series E Convertible Preferred Stock As of March 31, 2024 and September 30, 2023, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively. Treasury Stock As of March 31, 2024 and September 30, 2023, the Company had 676,258 and 660,063 shares of Treasury Stock, respectively. During the six months ended March 31, 2024 and 2023, the Company repurchased 16,195 and 25,384 shares of its common stock for approximately $404,000 and $639,000, respectively. During the six months ended March 31, 2024 and 2023, the average price paid per share was $24.99 and $25.16, respectively.

v3.24.1.1.u2

Stock-Based Compensation	6 Months Ended
	Mar. 31, 2024
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, 2023 and the six months ended March 31, 2024: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value Outstanding at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Outstanding at March 31, 2023 87,500 $ 18.81  0.85 $ 1,160  Exercisable at March 31, 2023 87,500 $ 18.81  0.85 $ 1,160  Outstanding at September 30, 2023 53,750 $ 21.51  1.54 $ 540  Outstanding at March 31, 2024 53,750 $ 21.51  1.04 $ 499  Exercisable at March 31, 2024 53,750 $ 21.51  1.04 $ 499  The Company recognized compensation expense of approximately $50,000 and $109,000 during the three months ended March 31, 2024 and 2023, respectively, and approximately $100,000 and $109,000 during the six months ended March 31, 2024 and 2023, 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 March 31, 2024, the Company had no unrecognized compensation expense associated with stock option awards.

v3.24.1.1.u2

Earnings Per Share	6 Months Ended
	Mar. 31, 2024
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 March 31, Six Months Ended March 31, 2024 2023 2024 2023 Basic Net (loss) income $ (3,281) $ 1,558  $ (3,963) $ 3,402  Less: preferred stock dividends —  —  —  —  Net (loss) income applicable to common stock $ (3,281) $ 1,558  $ (3,963) $ 3,402  Weighted average common shares outstanding 3,154,771 3,143,911 3,159,180 3,101,007 Basic (loss) earnings per share $ (1.04) $ 0.50  $ (1.25) $ 1.10  Diluted Net (loss) income applicable to common stock $ (3,281) $ 1,558  $ (3,963) $ 3,402  Add: preferred stock dividends —  —  —  —  Net (loss) income applicable to diluted earnings per share $ (3,281) $ 1,558  $ (3,963) $ 3,402  Weighted average common shares outstanding 3,154,771 3,143,911 3,159,180 3,101,007 Add: Options — 40,832 — 36,379 Add: Series E Preferred Stock — 239 — 239 Assumed weighted average common shares outstanding 3,154,771 3,184,982 3,159,180 3,137,625 Diluted (loss) earnings per share $ (1.04) $ 0.49  $ (1.25) $ 1.08  Basic earnings per common share ("EPS") is computed by dividing net income by the weighted average number of shares of Common Stock outstanding for the period. Diluted EPS is computed by dividing net income by the sum of the weighted average number of shares of Common Stock outstanding and the effect of dilutive securities. No diluted EPS computation was made for the three and six months ended March 31, 2024, as the Company recorded a net loss. Had the Company calculated diluted EPS for the three and six months ended March 31, 2024, the total assumed weighted average common shares outstanding would have been 3,173,021 and 3,177,549, respectively, and there would have been 22,500 options to purchase shares of common stock that were anti-dilutive. For the three and six months ended March 31, 2023, there were 17,000 options to purchase shares of common stock that were anti-dilutive, and not included in the diluted EPS computation.

v3.24.1.1.u2

Related Party Transactions	6 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Transactions with Isaac Capital Group, LLC As of March 31, 2024, Isaac Capital Group, LLC (“ICG”) beneficially owns 49.0% 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 expire on January 15, 2025. ICG Term Loan During 2015, Marquis entered into a mezzanine loan in the amount of up to $7.0 million (the “ICF Loan”) with Isaac Capital Fund I, LLC (“ICF”), a private lender whose managing member is Jon Isaac. On July 10, 2020, (i) ICF released and discharged Marquis from all obligations under the loan, (ii) ICF assigned all of its rights and obligations under the instruments, documents, and agreements with respect to the ICF Loan to ICG, of which Jon Isaac, the Company’s President and Chief Executive Officer, is the sole member, and (iii) Live Ventures borrowed $2.0 million (the “ICG Loan”) from ICG. The ICG Loan bears interest at 12.5% and matures in May 2025. As of March 31, 2024 and September 30, 2023, the outstanding balance on this note 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”). On June 23, 2022, as approved by unanimous consent of the Board of Directors of the Company, the amount of available revolving credit under the facility was increased to $6.0 million. No other terms of the Note were changed. On April 1, 2023, the Company entered into the Second Amendment of the ICG Revolver that extended the maturity date to April 8, 2024, increased the interest rate from 10% to 12% per annum, and decreased the amount of available revolving credit under the facility to $1.0 million. On January 11, 2024, the Company entered into the Third Amendment of the ICG Revolver that extended the maturity date to April 8, 2025 and increased the amount of available revolving credit under the facility to $5.0 million. As of March 31, 2024 and September 30, 2023, the outstanding balance on the ICG Revolver was $2.0 million and 1.0 million, 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 March 31, 2024, the outstanding balance on this loan was $5.0 million. Transactions with JanOne Inc. Tony Isaac, a member of the Company's board of directors, and father of the Company's Chief Executive Officer, 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, previously rented 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 $39,000 and $112,000 in rent and other reimbursed expenses for three months ended March 31, 2024 and 2023, respectively, and $75,000 and $256,000 for the six months ended March 31, 2024 and 2023, respectively. Purchase Agreement with ARCA Recycling On April 5, 2022, the Company entered into a Purchasing Agreement with ARCA Recycling ("ARCA"), which was a wholly owned subsidiary of JanOne, Inc. until March 2023. 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 shall be paid back by ARCA in full plus an additional five percent surcharge or broker-type fee. As of March 31, 2024, the Company had a full allowance of approximately $690,000 recorded in the reserve for doubtful accounts for the amount due. On February 7, 2024, the Company converted outstanding receivables from JanOne and amounts due under the Purchase Agreement with ARCA Recycling into a promissory note with JanOne. On March 6, 2024, the Company entered into a Note Sale Agreement (“NSA”) with an unaffiliated third party under which the third party acquired the promissory note for approximately $700,000. The NSA requires payment of 50% of the amount due upon execution, and the balance due no later than three days following 60 days after the date of execution. On March 11, 2024, the Company received payment of approximately $350,000, which was recorded as other income, and recorded a receivable for the deferred payment, which was subsequently received. In connection with the execution of the NSA, the Company recognized a gain of approximately $0.6 million in the second quarter. 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. Under the modification agreement, 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. On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan I. Under the loan modification agreement, the Company was required to make a principal payment of $600,000 to Spriggs Investments within five business days following the effective date of the loan modification agreement, and make principal payments of not less than $300,000 each 90-day period thereafter, beginning on April 1, 2024, until the Spriggs Promissory Note I is fully repaid. Further, under the loan modification agreement, the maturity date of the Spriggs Promissory Note I was extended to July 31, 2025. All monthly payments under the original Spriggs Promissory Note I remain in effect through the maturity date as amended. As of March 31, 2024 and September 30, 2023, the principal amount owed was $1.4 million and $2.0 million, respectively. 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. On February 29, 2024, the Company entered into a loan modification agreement of the Spriggs Loan II. Under the loan modification agreement, upon full principal repayment of the Spriggs Promissory Note I (see above), the Company will make principal payments of not less than $300,000, per each 90-day period, until the Spriggs Loan II is fully repaid. Further, under the loan modification agreement, the maturity date of the Spriggs Loan II was extended to July 31, 2025. All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended. As of March 31, 2024 and September 30, 2023, the principal 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 certain assets and intellectual property of Better Backers, Inc., 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. Transactions with Flooring Liquidators CEO Stephen Kellogg is the Chief Executive Officer of Flooring Liquidators, a wholly owned subsidiary of the Company. Flooring Liquidators leases five properties from K2L Property Management, and one from Railroad Investments, each of which Mr. Kellogg is a member. Additionally, Flooring Liquidators leases two properties from Stephen Kellogg and Kimberly Hendrick as a couple, and properties from each of The Stephen Kellogg and Kimberly Hendrick Trust, The Stephen Kellogg Trust, and Mr. Kellogg personally. Ms. Hendrick is Mr. Kellogg's spouse. Sellers Notes Note Payable to the Sellers of Kinetic In connection with the purchase of Kinetic, on June 28, 2022, Kinetic entered into an employment agreement with the previous owner of Kinetic to serve as its Head of Equipment Operations. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, Precision Marshall entered into a seller financed loan in the amount of $3.0 million with the previous owner 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 March 31, 2024 and September 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 (see Note 3), on January 18, 2023, the Company entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer. The employment agreement is for an initial term of five years and shall be automatically extended in 90-day increments unless either party provides notice as required under the agreement. Additionally, the Company 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 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 March 31, 2024 and September 30, 2023, the carrying value of the Sellers Note was approximately $34.9 million and $33.5 million, respectively. Note Payable to the Seller of PMW In connection with the purchase of PMW (see Note 3), on July 20, 2023, the Company entered into a consulting agreement with the previous owner of PMW to serve as part-time President and Chief Executive Officer. The consulting agreement commenced on the Effective Date and shall terminate upon the later of (i) Sellers’ receipt of earn-out payments in an aggregate amount equal to $3.0 million and (ii) the full satisfaction and payment of all amounts due and to that are to become due under the seller note, unless earlier terminated in accordance with the terms set forth in the consulting agreement. Additionally, PMW entered into two seller financed loans, in the aggregate amount of $2.5 million, which are fully guaranteed by the Company. The seller financed loans bear interest at 8.0% per annum, with interest payable quarterly in arrears. The seller financed loans have a maturity date of July 18, 2028. As of March 31, 2024 and September 30, 2023, the carrying value of the seller financed loans was approximately $2.5 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, approval, or ratification of the transactions described above.

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Commitments and Contingencies	6 Months Ended
	Mar. 31, 2024
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 was 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 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 had 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 is currently in the midst of discovery. Discovery deadlines have been extended because counsel for JanOne Inc. and Virland Johnson moved to withdraw on August 18, 2023, which motion the court granted on October 2, 2023. In light of this, the Court approved a stipulated order to extend the discovery period approximately 45 days. Fact discovery is now set to be completed by May 20, 2024. 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 Industries, Inc. filed a civil complaint in the Court of Chancery of the State of Delaware. The complaint alleged that the Company violated the terms of an agreement and plan of merger dated July 14, 2020, by failing to pay the shareholders a certain indemnity holdback of $2,500,000. The Chancery Court dismissed that action for lack of jurisdiction. On January 12, 2023, the representative re-filed the same action in the United States District Court for the Western District of Pennsylvania. On October 26, 2023, the Company counterclaimed against the representative and all represented shareholders for fraudulently misrepresenting the seller’s inventory and accounting methodology and asserting damages in excess of $4,500,000. On April 10, 2024, the District Court dismissed the individual shareholders, leaving intact the company's misrepresentation claims against the shareholder representative. The Company expects discovery to last for approximately one year. 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 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. The Court has set this for a Case Management Conference on September 30, 2024, after the parties have had a chance to exchange discovery regarding the claims. Elite Builders maintains that Ms. Sanchez’s claims lack merit. Elite Builders has received early round discovery from the plaintiff and plans to engage in further discovery to establish the extent, if any, of exposure. The parties have also discussed attending mediation with the intent to minimize litigation costs. 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.

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Segment Reporting	6 Months Ended
	Mar. 31, 2024
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 March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 Revenues Retail-Entertainment $ 16,842  $ 19,188  $ 37,428  $ 42,461  Retail-Flooring 32,032  20,769  66,351  20,769  Flooring Manufacturing 34,180  30,340  63,425  56,772  Steel Manufacturing 35,488  19,916  68,841  37,897  Corporate & Other 84  909  174  2,209  Total revenues $ 118,626  $ 91,122  $ 236,219  $ 160,108  Gross profit Retail-Entertainment $ 9,836  $ 10,654  $ 21,364  $ 22,864  Retail-Flooring 11,702  7,742  24,734  7,742  Flooring Manufacturing 8,760  7,328  15,182  11,989  Steel Manufacturing 5,090  5,647  10,352  10,040  Corporate & Other 79  237  162  917  Total gross profit $ 35,467  $ 31,608  $ 71,794  $ 53,552  Operating income (loss) Retail-Entertainment $ 1,784  $ 2,327  $ 4,973  $ 5,991  Retail-Flooring (3,023) (216) (2,935) (216) Flooring Manufacturing 1,978  2,406  2,923  3,158  Steel Manufacturing 872  2,814  1,855  4,270  Corporate & Other (2,449) (2,379) (4,113) (3,684) Total operating income $ (838) $ 4,952  $ 2,703  $ 9,519    Depreciation and amortization Retail-Entertainment $ 226  $ 321  $ 492  $ 633  Retail-Flooring 1,275  995  2,627  995  Flooring Manufacturing 1,055  1,082  2,112  2,193  Steel Manufacturing 1,627  1,114  3,244  2,207  Corporate & Other 5  135  8  269  Total depreciation and amortization $ 4,188  $ 3,647  $ 8,483  $ 6,297  Interest expense Retail-Entertainment $ 82  $ 152  $ 237  $ 306  Retail-Flooring 1,275  1,021  2,474  1,021  Flooring Manufacturing 1,016  1,067  2,000  2,054  Steel Manufacturing 1,557  841  3,180  1,628  Corporate & Other 237  154  439  273  Total interest expense $ 4,167  $ 3,235  $ 8,330  $ 5,282  Net (loss) income before provision for income taxes Retail-Entertainment $ 1,845  $ 2,178  $ 4,954  $ 5,716  Retail-Flooring (4,485) (1,390) (6,115) (1,390) Flooring Manufacturing 826  1,214  662  901  Steel Manufacturing (1,056) 1,715  (2,074) 1,983  Corporate & Other (1,628) (1,609) (2,831) (2,643) Total (loss) net income before provision for income taxes $ (4,498) $ 2,108  $ (5,404) $ 4,567

v3.24.1.1.u2

Subsequent Events	6 Months Ended
	Mar. 31, 2024
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.

v3.24.1.1.u2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Mar. 31, 2024
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. All intercompany accounts and transactions have been eliminated in consolidation. These reclassifications have no material effect on the reported financial results.
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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made in connection with the accompanying consolidated financial statements include the estimated reserve for doubtful current and long-term trade and other receivables, the estimated reserve for excess and obsolete inventory, fair values in connection with the analysis of goodwill, other intangibles and long-lived assets for impairment, valuation allowance against deferred tax assets, lease terminations, and estimated useful lives for intangible assets and property and equipment.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the Chief Operating Decision Maker, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced annual disclosures regarding the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

v3.24.1.1.u2

Acquisitions (Tables)	6 Months Ended
	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Schedule of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill	The fair value of the purchase price components was $1.8 million, as detailed below (in $000's): Cash $ 1,034  Additional consideration 425  Holdback 300  Purchase price $ 1,759  The table below outlines the purchase price allocation of the purchase for CRO to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s): Total purchase price $ 1,759  Accounts payable 770  Accrued liabilities 1,298  Total liabilities assumed 2,068  Total consideration 3,827  Accounts receivable 259  Inventory 1,406  Property, plant and equipment 261  Intangible assets 1,190  Other assets 286  Total assets acquired 3,402  Total goodwill $ 425  The fair value of the purchase price components outlined above was approximately $2.0 million, as detailed below (in $000's): Cash $ 500  Deferred consideration 1,200  Earnout 301  Purchase price $ 2,001  The table below outlines the purchase price allocation of the purchase for Johnson to the acquired identifiable assets, liabilities assumed and goodwill as of March 31, 2024 (in $000’s): Total purchase price $ 2,001  Accounts payable 1,017  Accrued liabilities 1,141  Total liabilities assumed 2,158  Total consideration 4,159  Accounts receivable 1,252  Inventory 1,127  Property, plant and equipment 157  Intangible assets Customer relationships $ 1,301  Non-compete agreement 306  Subtotal intangible assets 1,607  Other assets 16  Total assets acquired 4,159  Total goodwill $ —  The fair value of the purchase price components outlined above was $26.8 million due to fair value adjustments for the contingent consideration, cash acquired, and working capital adjustments, as detailed below (in $000’s): Purchase price $ 25,000  Fair value of earnout 2,675  Cash from balance sheet 1,602  Working capital adjustment (2,500) Net purchase price $ 26,777  The table below outlines the purchase price allocation of the purchase for PMW to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Net purchase price $ 26,777  Accounts payable 10,788  Accrued liabilities 4,995  Total liabilities assumed 15,783  Total consideration 42,560  Cash 1,602  Accounts receivable 12,613  Inventory 6,266  Property, plant and equipment 13,616  Intangible assets 3,600  Other assets 849  Total assets acquired 38,546  Total goodwill $ 4,014  The table below outlines the purchase price allocation, as revised, of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s): Purchase price $ 78,700  Accounts payable 5,189  Accrued liabilities 10,700  Debt 60  Total liabilities assumed 15,949  Total consideration 94,649  Cash 9,131  Accounts receivable 4,824  Inventory 19,402  Property, plant and equipment 4,643  Intangible assets Trade names $ 13,275  Customer relationships 7,700  Non-compete agreements 1,625  Other 49  Subtotal intangible assets 22,649  Other 2,581  Total assets acquired 63,230  Total goodwill $ 31,419
Schedule of Asset Acquisition	The table below outlines the purchase price allocation of the purchase for Cal Coast to the acquired identifiable assets (in $000’s): Property, plant and equipment $ 35  Intangible assets Customer relationships 785  Trade name 425  Non-compete agreement 55  Total intangible assets 1,265  Total assets acquired $ 1,300
Schedule of Business Acquisitions, by Acquisition	The fair value of the purchase price components outlined above was $78.7 million due to fair value adjustments for the Note, and restricted stock, as detailed below (in $000's). Purchase price $ 83,800  Fair value adjustment, sellers note (3,300) Fair value adjustment, restricted stock (1,800) Net purchase price $ 78,700
Schedule of Proforma Information for the Company	The table below presents selected proforma information for the Company for the three and six-month periods ended March 31, 2023, assuming that the acquisition had occurred on October 1, 2022 (the beginning of the Company’s 2023 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods. As Reported Adjustments Proforma Live Unaudited Three Months Ended March 31, 2023 Flooring Liquidators Unaudited Three Months Ended March 31, 2023 Adjustments(1) Live for the Three Months Ended March 31, 2023 Net revenue $ 91,122  $ 4,222  $ 95,344  Net income $ 1,558  $ (2,188) $ (300) $ (930) Earnings per basic common share $ 0.50  $ (0.30) Earnings per basic diluted share $ 0.49  $ (0.29) As Reported Adjustments Proforma Live Unaudited Six Months Ended March 31, 2023 Flooring Liquidators Unaudited Six Months Ended March 31, 2023 Adjustments(1) Live for the Six Months Ended March 31, 2023 Net revenue $ 160,108  $ 37,702  $ 197,810  Net income $ 3,402  $ (1,033) $ (2,226) $ 143  Earnings per basic common share $ 1.10  $ 0.05  Earnings per basic diluted share $ 1.08  $ 0.05  (1) Adjustments are related to adjustments made for the following: •Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date. •Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company. •Elimination of revenue and costs of revenue associated with sales between Flooring Liquidators and the Company prior to acquisition.

v3.24.1.1.u2

Inventory (Tables)	6 Months Ended
	Mar. 31, 2024
Inventory Disclosure [Abstract]
Schedule of Inventory	The following table details the Company's inventory as of March 31, 2024 and September 30, 2023 (in $000's): Inventory, net March 31, 2024 September 30, 2023 Raw materials $ 28,695  $ 32,590  Work in progress 9,320  9,028  Finished goods 52,674  50,082  Merchandise 46,388  43,438  137,077  135,138  Less: Inventory reserves (6,097) (3,824) Total inventory, net $ 130,980  $ 131,314

v3.24.1.1.u2

Property and Equipment (Tables)	6 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	The following table details the Company's property and equipment as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Property and equipment, net: Land $ 2,029  $ 2,029  Building and improvements 36,955  35,684  Transportation equipment 2,086  2,062  Machinery and equipment 69,322  67,575  Furnishings and fixtures 6,285  6,028  Office, computer equipment and other 5,003  4,569  121,680  117,947  Less: Accumulated depreciation (43,248) (37,244) Total property and equipment, net $ 78,432  $ 80,703

v3.24.1.1.u2

Leases (Tables)	6 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of Right of Use Assets and Lease Liabilities	The following table details the Company's right of use assets and lease liabilities as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Right of use asset - operating leases $ 64,867  $ 54,544  Lease liabilities: Current - operating 13,459  11,369  Current - finance 361  359  Long term - operating 56,678  48,156  Long term - finance 33,023  32,942
Schedule of Finance Lease Right of Use Assets	The Company records finance lease right-of-use assets as property and equipment. The balance, as of March 31, 2024 and September 30, 2023 is as follows (in $000’s): March 31, 2024 September 30, 2023 Property and equipment, at cost $ 22,526  $ 22,526  Accumulated depreciation $ (1,048) $ (702) Property and equipment, net $ 21,478  $ 21,824
Schedule of Present Value of Future Lease Payments of Operating and Finance Lease	Total present value of future lease payments of operating leases as of March 31, 2024 (in $000's): Twelve months ended March 31, 2025 $ 18,466  2026 16,286  2027 13,774  2028 11,132  2029 7,049  Thereafter 31,421  Total 98,128  Less implied interest (27,991) Present value of payments $ 70,137
Schedule of Present Value of Future Lease Payments of Operating and Finance Lease	Total present value of future lease payments of finance leases as of March 31, 2024 (in $000's): Twelve months ended March 31, 2025 $ 3,185  2026 3,197  2027 3,257  2028 3,348  2029 3,453  Thereafter 103,196  Total 119,636  Less implied interest (86,252) Present value of payments $ 33,384

v3.24.1.1.u2

Intangibles (Tables)	6 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	The following table details the Company's intangibles as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Intangible assets, net: Intangible assets - Tradenames $ 14,940  $ 14,940  Intangible assets - Customer relationships 15,139  13,874  Intangible assets - Other 3,810  2,316  33,889  31,130  Less: Accumulated amortization (6,947) (4,562) Total intangibles, net $ 26,942  $ 26,568
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 March 31, 2025 $ 4,984  2026 4,984  2027 4,915  2028 4,799  2029 4,141  Thereafter 3,119  $ 26,942

v3.24.1.1.u2

Goodwill - (Tables)	6 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Company's Goodwill	The following table details the Company's goodwill as of September 30, 2023 and March 31, 2024 (in $000's): Retail - Entertainment Retail - Flooring Flooring Manufacturing Steel Manufacturing Total September 30, 2023 36,947  30,419  807  7,693  75,866  CRO acquisition —  425  —  —  425  PMW adjustment —  —  —  (652) (652) Flooring Liquidators adjustment —  1,000  —  —  1,000  March 31, 2024 $ 36,947  $ 31,844  $ 807  $ 7,041  $ 76,639

v3.24.1.1.u2

Accrued Liabilities (Tables)	6 Months Ended
	Mar. 31, 2024
Accrued Liabilities Abstract
Schedule of Accrued Liabilities	The following table details the Company's accrued liabilities as of March 31, 2024 and September 30, 2023 (in $000's): March 31, 2024 September 30, 2023 Accrued liabilities: Accrued payroll and bonuses $ 6,524  $ 5,802  Accrued sales and use taxes 1,884  1,529  Accrued customer deposits 6,548  4,579  Accrued gift card and escheatment liability 1,825  1,819  Accrued interest payable 846  669  Accrued inventory 2,230  5,700  Accrued professional fees 2,476  3,146  Accrued expenses - other 10,847  8,582  Total accrued liabilities $ 33,180  $ 31,826

v3.24.1.1.u2

Long Term Debt (Tables)	6 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt as of March 31, 2024 and September 30, 2023 consisted of the following (in $000's): March 31, 2024 September 30, 2023 Revolver loans $ 64,510  $ 56,779  Equipment loans 13,543  15,486  Term loans 13,192  14,290  Other notes payable 15,997  15,789  Total notes payable 107,242  102,344  Less: unamortized debt issuance costs (524) (557) Net amount 106,718  101,787  Less: current portion (31,396) (23,077) Total long-term debt $ 75,322  $ 78,710  Seller notes as of March 31, 2024 and September 30, 2023 consisted of the following (in $000’s): March 31, 2024 September 30, 2023 Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028 $ 34,000  $ 34,000  Seller of PMW, 8.0% interest rate, matures July 2028 2,500  2,500  Seller of Kinetic, 7.0% interest rate, matures September 2027 3,000  3,000  Total Related party seller notes payable 39,500  39,500  Unamortized debt premium (discount) 854  (502) Net amount 40,354  38,998  Less current portion —  —  Long-term portion of Related party seller notes payable $ 40,354  $ 38,998
Schedule of Future Maturities of Long-term Debt	Future maturities of long-term debt at March 31, 2024, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending March 31, 2024 $ 31,396  2025 5,992  2026 53,669  2027 4,441  2028 11,220  Total future maturities of long-term debt $ 106,718  Future maturities of seller notes at March 31, 2024 are as follows (in $000’s): Twelve months ending March 31, 2026 500  2027 3,500  2028 36,354  Total $ 40,354

v3.24.1.1.u2

Notes Payable-Related Parties (Tables)	6 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Related Parties	Long-term debt payable to related parties (see Note 16) as of March 31, 2024 and September 30, 2023 consisted of the following (in $000's): March 31, 2024 September 30, 2023 Isaac Capital Group, LLC, 12.5% interest rate, matures May 2025 $ 2,000  $ 2,000  Spriggs Investments, LLC, 10% interest rate, matures July 2025 1,400  2,000  Spriggs Investments, LLC for Flooring Liquidators, 12% interest rate, matures July 2025 1,000  1,000  Isaac Capital Group, LLC revolver, 12% interest rate, matures April 2025 2,000  1,000  Isaac Capital Group, LLC for Flooring Liquidators, 12% interest rate, matures January 2028 5,000  5,000  Total notes payable - related parties 11,400  11,000  Less: unamortized debt issuance costs (76) (86) Net amount 11,324  10,914  Less: current portion (1,200) (4,000) Total long-term portion, related parties $ 10,124  $ 6,914  Twelve months ending March 31, 2025 $ 1,200  2026 5,200  2029 4,924  Total future maturities of long-term debt, related parties $ 11,324

v3.24.1.1.u2

Related Party Seller Notes (Tables)	6 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt as of March 31, 2024 and September 30, 2023 consisted of the following (in $000's): March 31, 2024 September 30, 2023 Revolver loans $ 64,510  $ 56,779  Equipment loans 13,543  15,486  Term loans 13,192  14,290  Other notes payable 15,997  15,789  Total notes payable 107,242  102,344  Less: unamortized debt issuance costs (524) (557) Net amount 106,718  101,787  Less: current portion (31,396) (23,077) Total long-term debt $ 75,322  $ 78,710  Seller notes as of March 31, 2024 and September 30, 2023 consisted of the following (in $000’s): March 31, 2024 September 30, 2023 Seller of Flooring Liquidators, 8.24% interest rate, matures January 2028 $ 34,000  $ 34,000  Seller of PMW, 8.0% interest rate, matures July 2028 2,500  2,500  Seller of Kinetic, 7.0% interest rate, matures September 2027 3,000  3,000  Total Related party seller notes payable 39,500  39,500  Unamortized debt premium (discount) 854  (502) Net amount 40,354  38,998  Less current portion —  —  Long-term portion of Related party seller notes payable $ 40,354  $ 38,998
Schedule of Future Maturities of Long-term Debt	Future maturities of long-term debt at March 31, 2024, are as follows which does not include related party debt separately stated (in $000's): Twelve months ending March 31, 2024 $ 31,396  2025 5,992  2026 53,669  2027 4,441  2028 11,220  Total future maturities of long-term debt $ 106,718  Future maturities of seller notes at March 31, 2024 are as follows (in $000’s): Twelve months ending March 31, 2026 500  2027 3,500  2028 36,354  Total $ 40,354

v3.24.1.1.u2

Stock-Based Compensation (Tables)	6 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The following table summarizes stock option activity for the fiscal year ended September 30, 2023 and the six months ended March 31, 2024: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life Intrinsic Value Outstanding at September 30, 2022 87,500 $ 18.81  0.78 $ 771  Outstanding at March 31, 2023 87,500 $ 18.81  0.85 $ 1,160  Exercisable at March 31, 2023 87,500 $ 18.81  0.85 $ 1,160  Outstanding at September 30, 2023 53,750 $ 21.51  1.54 $ 540  Outstanding at March 31, 2024 53,750 $ 21.51  1.04 $ 499  Exercisable at March 31, 2024 53,750 $ 21.51  1.04 $ 499

v3.24.1.1.u2

Earnings Per Share (Tables)	6 Months Ended
	Mar. 31, 2024
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 March 31, Six Months Ended March 31, 2024 2023 2024 2023 Basic Net (loss) income $ (3,281) $ 1,558  $ (3,963) $ 3,402  Less: preferred stock dividends —  —  —  —  Net (loss) income applicable to common stock $ (3,281) $ 1,558  $ (3,963) $ 3,402  Weighted average common shares outstanding 3,154,771 3,143,911 3,159,180 3,101,007 Basic (loss) earnings per share $ (1.04) $ 0.50  $ (1.25) $ 1.10  Diluted Net (loss) income applicable to common stock $ (3,281) $ 1,558  $ (3,963) $ 3,402  Add: preferred stock dividends —  —  —  —  Net (loss) income applicable to diluted earnings per share $ (3,281) $ 1,558  $ (3,963) $ 3,402  Weighted average common shares outstanding 3,154,771 3,143,911 3,159,180 3,101,007 Add: Options — 40,832 — 36,379 Add: Series E Preferred Stock — 239 — 239 Assumed weighted average common shares outstanding 3,154,771 3,184,982 3,159,180 3,137,625 Diluted (loss) earnings per share $ (1.04) $ 0.49  $ (1.25) $ 1.08

v3.24.1.1.u2

Segment Reporting (Tables)	6 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of Segment Information	The following tables summarize segment information (in $000's): For the Three Months Ended March 31, For the Six Months Ended March 31, 2024 2023 2024 2023 Revenues Retail-Entertainment $ 16,842  $ 19,188  $ 37,428  $ 42,461  Retail-Flooring 32,032  20,769  66,351  20,769  Flooring Manufacturing 34,180  30,340  63,425  56,772  Steel Manufacturing 35,488  19,916  68,841  37,897  Corporate & Other 84  909  174  2,209  Total revenues $ 118,626  $ 91,122  $ 236,219  $ 160,108  Gross profit Retail-Entertainment $ 9,836  $ 10,654  $ 21,364  $ 22,864  Retail-Flooring 11,702  7,742  24,734  7,742  Flooring Manufacturing 8,760  7,328  15,182  11,989  Steel Manufacturing 5,090  5,647  10,352  10,040  Corporate & Other 79  237  162  917  Total gross profit $ 35,467  $ 31,608  $ 71,794  $ 53,552  Operating income (loss) Retail-Entertainment $ 1,784  $ 2,327  $ 4,973  $ 5,991  Retail-Flooring (3,023) (216) (2,935) (216) Flooring Manufacturing 1,978  2,406  2,923  3,158  Steel Manufacturing 872  2,814  1,855  4,270  Corporate & Other (2,449) (2,379) (4,113) (3,684) Total operating income $ (838) $ 4,952  $ 2,703  $ 9,519    Depreciation and amortization Retail-Entertainment $ 226  $ 321  $ 492  $ 633  Retail-Flooring 1,275  995  2,627  995  Flooring Manufacturing 1,055  1,082  2,112  2,193  Steel Manufacturing 1,627  1,114  3,244  2,207  Corporate & Other 5  135  8  269  Total depreciation and amortization $ 4,188  $ 3,647  $ 8,483  $ 6,297  Interest expense Retail-Entertainment $ 82  $ 152  $ 237  $ 306  Retail-Flooring 1,275  1,021  2,474  1,021  Flooring Manufacturing 1,016  1,067  2,000  2,054  Steel Manufacturing 1,557  841  3,180  1,628  Corporate & Other 237  154  439  273  Total interest expense $ 4,167  $ 3,235  $ 8,330  $ 5,282  Net (loss) income before provision for income taxes Retail-Entertainment $ 1,845  $ 2,178  $ 4,954  $ 5,716  Retail-Flooring (4,485) (1,390) (6,115) (1,390) Flooring Manufacturing 826  1,214  662  901  Steel Manufacturing (1,056) 1,715  (2,074) 1,983  Corporate & Other (1,628) (1,609) (2,831) (2,643) Total (loss) net income before provision for income taxes $ (4,498) $ 2,108  $ (5,404) $ 4,567

v3.24.1.1.u2

Background and Basis of Presentation - Additional Information (Details)	6 Months Ended
	Mar. 31, 2024 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	5

v3.24.1.1.u2

Acquisitions - Additional Information (Details)							3 Months Ended		6 Months Ended
	Nov. 30, 2023 USD ($) Location installment	Oct. 13, 2023 USD ($)	Sep. 20, 2023 USD ($)	Jul. 20, 2023 USD ($) option property shares	Jun. 02, 2023 USD ($)	Jan. 18, 2023 USD ($) shares	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)
Business Combination Segment Allocation [Line Items]
Goodwill							$ 76,639,000		$ 76,639,000		$ 75,866,000
Purchase of property and equipment									3,373,000	$ 2,900,000
Issuance of common stock								$ 3,200,000
PMW
Business Combination Segment Allocation [Line Items]
Proceeds from failed sales-type lease transactions, financing activities				$ 14,500,000
Harris Flooring Group® Brands
Business Combination Segment Allocation [Line Items]
Total assets acquired			$ 10,100,000
Payments to acquire productive assets			3,000,000
Deferred payment			5,100,000
Holdback amount			$ 2,000,000
Cal Coast
Business Combination Segment Allocation [Line Items]
Total assets acquired					$ 1,300,000
Payments to acquire productive assets					35,000
Intangible assets					$ 1,265,000
Carpet Remnant Outlet, Inc
Business Combination Segment Allocation [Line Items]
Net purchase price		$ 1,759,000
Cash consideration at close		1,034,000
Indemnification holdback		300,000
Earnout		425,000
Goodwill		425,000
Business combination additional consideration		$ 300,000
Johnson Floor & Home
Business Combination Segment Allocation [Line Items]
Net purchase price	$ 2,001,000
Cash consideration at close	500,000
Indemnification holdback	300,000
Earnout	301,000
Goodwill	0
Note amount	1,200,000
Business combination additional consideration	$ 300,000
Number of installment | installment	3
Installments due	$ 400,000
Accrue interest	6.00%
Johnson Floor & Home | Tulsa
Business Combination Segment Allocation [Line Items]
Number of location | Location	4
Johnson Floor & Home | Joplin
Business Combination Segment Allocation [Line Items]
Number of location | Location	1
PMW
Business Combination Segment Allocation [Line Items]
Net purchase price				26,777,000
Cash consideration at close				25,000,000
Indemnification holdback				2,500,000
Earnout				2,675,000
Goodwill				4,014,000
Note amount				2,500,000
Business combination additional consideration				2,500,000
Total consideration				28,000,000
Additional consideration				3,000,000
Advance made on existing credit facility				14,400,000
Proceeds from failed sales-type lease transactions, financing activities				$ 8,600,000
Issuance of stock (in shares) | shares				0
Business acquisition, goodwill, expected tax deductible amount				$ 0
Aggregate adjustments related to inventory, other liabilities and deferred tax liabilities							$ 652,000
PWM and Flooring Liquidators adjustments									(652,000)
PMW | Sale Lease Back Transaction
Business Combination Segment Allocation [Line Items]
Sale leaseback transaction, number of leased properties | property				2
Sale leaseback transaction, net book value				$ 14,500,000
Purchase of property and equipment				$ 5,100,000
Lease term				20 years
Lessee, renewal option | option				2
Lessee, renewal term				5 years
Rent escalation per annum (percent)				2.00%
PMW | Sale Lease Back Transaction | Frankfort Lease Agreement
Business Combination Segment Allocation [Line Items]
Base rent				$ 34,977
PMW | Sale Lease Back Transaction | Louisville Lease Agreement
Business Combination Segment Allocation [Line Items]
Base rent				$ 63,493
Flooring Liquidators
Business Combination Segment Allocation [Line Items]
Net purchase price						$ 78,700,000
Goodwill						31,419,000
Note amount						34,000,000
Business acquisition, goodwill, expected tax deductible amount						13,400,000
Purchase price for equity interests						83,800,000
Cash paid to the seller representative						41,800,000
Issuance of common stock						$ 4,000,000
Issuance of common stock (in shares) | shares						116,441
Business combination, holdback amount						$ 2,000,000
Additional consideration						2,000,000
PWM and Flooring Liquidators adjustments									$ 1,000,000
Flooring Liquidators | Restricted Stock Units
Business Combination Segment Allocation [Line Items]
Additional consideration						1,000,000
Flooring Liquidators | Cash
Business Combination Segment Allocation [Line Items]
Additional consideration						$ 1,000,000
Flooring Liquidators | Precision Industries Affiliated Holdings
Business Combination Segment Allocation [Line Items]
Ownership percentage by parent (percent)						100.00%

v3.24.1.1.u2

Acquisitions - Fair Value of Purchase Price Components (Details) - USD ($) $ in Thousands	Nov. 30, 2023	Oct. 13, 2023	Jul. 20, 2023
Carpet Remnant Outlet, Inc
Business Acquisition [Line Items]
Cash		$ 1,034
Fair value of earnout		425
Working capital adjustment		(300)
Net purchase price		$ 1,759
Johnson Floor & Home
Business Acquisition [Line Items]
Cash	$ 500
Deferred consideration	1,200
Fair value of earnout	301
Working capital adjustment	(300)
Net purchase price	$ 2,001
PMW
Business Acquisition [Line Items]
Cash			$ 25,000
Deferred consideration			2,500
Fair value of earnout			2,675
Cash from balance sheet			1,602
Working capital adjustment			(2,500)
Net purchase price			$ 26,777

v3.24.1.1.u2

Acquisitions - Schedule of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill (Details) - USD ($)	Nov. 30, 2023	Oct. 13, 2023	Jul. 20, 2023	Jan. 18, 2023	Mar. 31, 2024	Sep. 30, 2023
Business Combination Segment Allocation [Line Items]
Goodwill					$ 76,639,000	$ 75,866,000
Carpet Remnant Outlet, Inc
Business Combination Segment Allocation [Line Items]
Purchase price		$ 1,759,000
Accounts payable		770,000
Accrued liabilities		1,298,000
Total liabilities assumed		2,068,000
Purchase price		3,827,000
Accounts receivable		259,000
Inventory		1,406,000
Property, plant and equipment		261,000
Intangible assets		1,190,000
Other		286,000
Total assets acquired		3,402,000
Goodwill		$ 425,000
Johnson Floor & Home
Business Combination Segment Allocation [Line Items]
Purchase price	$ 2,001,000
Accounts payable	1,017,000
Accrued liabilities	1,141,000
Total liabilities assumed	2,158,000
Purchase price	4,159,000
Accounts receivable	1,252,000
Inventory	1,127,000
Property, plant and equipment	157,000
Intangible assets	1,607,000
Other	16,000
Total assets acquired	4,159,000
Goodwill	0
Johnson Floor & Home | Customer relationships
Business Combination Segment Allocation [Line Items]
Intangible assets	1,301,000
Johnson Floor & Home | Non-compete agreements
Business Combination Segment Allocation [Line Items]
Intangible assets	$ 306,000
PMW
Business Combination Segment Allocation [Line Items]
Purchase price			$ 26,777,000
Accounts payable			10,788,000
Accrued liabilities			4,995,000
Total liabilities assumed			15,783,000
Purchase price			42,560,000
Cash			1,602,000
Accounts receivable			12,613,000
Inventory			6,266,000
Property, plant and equipment			13,616,000
Intangible assets			3,600,000
Other			849,000
Total assets acquired			38,546,000
Goodwill			$ 4,014,000
Flooring Liquidators
Business Combination Segment Allocation [Line Items]
Purchase price				$ 78,700,000
Accounts payable				5,189,000
Accrued liabilities				10,700,000
Debt				60,000
Total liabilities assumed				15,949,000
Purchase price				94,649,000
Cash				9,131,000
Accounts receivable				4,824,000
Inventory				19,402,000
Property, plant and equipment				4,643,000
Intangible assets				22,649,000
Other				2,581,000
Total assets acquired				63,230,000
Goodwill				31,419,000
Flooring Liquidators | Customer relationships
Business Combination Segment Allocation [Line Items]
Intangible assets				7,700,000
Flooring Liquidators | Non-compete agreements
Business Combination Segment Allocation [Line Items]
Intangible assets				1,625,000
Flooring Liquidators | Trade names
Business Combination Segment Allocation [Line Items]
Intangible assets				13,275,000
Flooring Liquidators | Other
Business Combination Segment Allocation [Line Items]
Intangible assets				$ 49,000

v3.24.1.1.u2

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 and equipment, gross	$ 35
Intangible assets	1,265
Total assets acquired	1,300
Customer relationships
Business Combination Segment Allocation [Line Items]
Intangible assets	785
Trade names
Business Combination Segment Allocation [Line Items]
Intangible assets	425
Non-compete agreements
Business Combination Segment Allocation [Line Items]
Intangible assets	$ 55

v3.24.1.1.u2

Acquisitions - Fair Value Adjustment of Purchase Price Components (Details) - Flooring Liquidators $ in Thousands	Jan. 18, 2023 USD ($)
Business Acquisition [Line Items]
Purchase price	$ 83,800
Fair value adjustment, sellers note	(3,300)
Fair value adjustment, restricted stock	(1,800)
Net purchase price	$ 78,700

v3.24.1.1.u2

Acquisitions - Schedule of Proforma Information for the Company (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023
Business Combination Segment Allocation [Line Items]
Revenues	$ 118,626		$ 91,122		$ 236,219	$ 160,108
Net (loss) income	$ (3,281)	$ (682)	$ 1,558	$ 1,844	$ (3,963)	$ 3,402
Basic (loss) earnings per share (in usd per share)	$ (1.04)		$ 0.50		$ (1.25)	$ 1.10
Diluted (loss) earnings per share (in usd per share)	$ (1.04)		$ 0.49		$ (1.25)	$ 1.08
Adjustments
Business Combination Segment Allocation [Line Items]
Net (loss) income			$ (300)			$ (2,226)
Pro Forma
Business Combination Segment Allocation [Line Items]
Revenues			95,344			197,810
Net (loss) income			$ (930)			$ 143
Basic (loss) earnings per share (in usd per share)			$ (0.30)			$ 0.05
Diluted (loss) earnings per share (in usd per share)			$ (0.29)			$ 0.05
Flooring Liquidators
Business Acquisition, Pro Forma Information [Abstract]
Revenues			$ 4,222			$ 37,702
Net income			$ (2,188)			$ (1,033)

v3.24.1.1.u2

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 28,695	$ 32,590
Work in progress	9,320	9,028
Finished goods	52,674	50,082
Merchandise	46,388	43,438
Total inventory, gross	137,077	135,138
Less: Inventory reserves	(6,097)	(3,824)
Total inventory, net	$ 130,980	$ 131,314

v3.24.1.1.u2

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 121,680	$ 117,947
Less: Accumulated depreciation	(43,248)	(37,244)
Total property and equipment, net	78,432	80,703
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	36,955	35,684
Transportation equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,086	2,062
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	69,322	67,575
Furnishings and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,285	6,028
Office, computer equipment and other
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,003	$ 4,569

v3.24.1.1.u2

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 3.0	$ 2.7	$ 6.1	$ 5.1

v3.24.1.1.u2

Leases - Schedule of Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Leases [Abstract]
Right of use asset - operating leases	$ 64,867	$ 54,544
Current - operating	13,459	11,369
Current - finance	361	359
Long term - operating	56,678	48,156
Long term - finance	$ 33,023	$ 32,942

v3.24.1.1.u2

Leases - Additional Information (Details) - USD ($)	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Weighted average remaining lease term (years)	10 years
Weighted average discount rate (percent)	9.80%
Total cash payments	$ 8,800,000	$ 3,900,000
Right-of-use assets in exchange of lease liabilities	$ 17,400,000
Finance lease weighted average remaining lease term (years)	27 years 3 months 18 days
Finance lease weighted average discount rate (percent)	11.70%
Finance lease cash payments	$ 1,638,000	1,077,000
Right-of-use assets were exchange for finance lease liability	0
Operating lease, impairment charges	0	0
Finance lease, impairment charges	$ 0	$ 0

v3.24.1.1.u2

Leases - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Leases [Abstract]
Property and equipment, at cost	$ 22,526	$ 22,526
Accumulated depreciation	(1,048)	(702)
Property and equipment, net	$ 21,478	$ 21,824
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net

v3.24.1.1.u2

Leases - Schedule of Present Value of Operating Lease Payments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2025	$ 18,466
2026	16,286
2027	13,774
2028	11,132
2029	7,049
Thereafter	31,421
Total	98,128
Less implied interest	(27,991)
Present value of payments	$ 70,137

v3.24.1.1.u2

Leases - Present Value of Future Lease Payments of Finance Leases (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2025	$ 3,185
2026	3,197
2027	3,257
2028	3,348
2029	3,453
Thereafter	103,196
Total	119,636
Less implied interest	(86,252)
Present value of payments	$ 33,384

v3.24.1.1.u2

Intangibles - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 33,889	$ 31,130
Less: Accumulated amortization	(6,947)	(4,562)
Total intangibles, net	26,942	26,568
Intangible assets - Tradenames
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	14,940	14,940
Intangible assets - Customer relationships
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	15,139	13,874
Intangible assets - Other
Finite-Lived Intangible Assets [Line Items]
Intangible assets, gross	$ 3,810	$ 2,316

v3.24.1.1.u2

Intangibles - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 1,200	$ 992	$ 2,400	$ 1,200

v3.24.1.1.u2

Intangibles - Schedule of Future Amortization Expense Related to Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 4,984
2026	4,984
2027	4,915
2028	4,799
2029	4,141
Thereafter	3,119
Total intangibles, net	$ 26,942	$ 26,568

v3.24.1.1.u2

Goodwill - Schedule of Company's goodwill (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 75,866
Goodwill, ending balance	76,639
CRO acquisition
Goodwill [Roll Forward]
CRO acquisition	425
PWM and Flooring Liquidators adjustments	425
PMW adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	(652)
Flooring Liquidators adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	1,000
Retail - Entertainment
Goodwill [Roll Forward]
Goodwill, beginning balance	36,947
Goodwill, ending balance	36,947
Retail - Entertainment | CRO acquisition
Goodwill [Roll Forward]
CRO acquisition	0
Retail - Entertainment | PMW adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	0
Retail - Entertainment | Flooring Liquidators adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	0
Retail - Flooring
Goodwill [Roll Forward]
Goodwill, beginning balance	30,419
Goodwill, ending balance	31,844
Retail - Flooring | CRO acquisition
Goodwill [Roll Forward]
CRO acquisition	425
Retail - Flooring | PMW adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	0
Retail - Flooring | Flooring Liquidators adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	1,000
Flooring Manufacturing
Goodwill [Roll Forward]
Goodwill, beginning balance	807
Goodwill, ending balance	807
Flooring Manufacturing | CRO acquisition
Goodwill [Roll Forward]
CRO acquisition	0
Flooring Manufacturing | PMW adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	0
Flooring Manufacturing | Flooring Liquidators adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	0
Steel Manufacturing
Goodwill [Roll Forward]
Goodwill, beginning balance	7,693
Goodwill, ending balance	7,041
Steel Manufacturing | CRO acquisition
Goodwill [Roll Forward]
CRO acquisition	0
Steel Manufacturing | PMW adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	(652)
Steel Manufacturing | Flooring Liquidators adjustment
Goodwill [Roll Forward]
PWM and Flooring Liquidators adjustments	$ 0

v3.24.1.1.u2

Goodwill - Additional Information (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2024 USD ($)
PMW
Goodwill [Line Items]
Fair value adjustments	$ (652)
CRO acquisition
Goodwill [Line Items]
Fair value adjustments	425
CRO acquisition	425
Flooring Liquidators
Goodwill [Line Items]
Fair value adjustments	$ 1,000

v3.24.1.1.u2

Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Accrued Liabilities Abstract
Accrued payroll and bonuses	$ 6,524	$ 5,802
Accrued sales and use taxes	1,884	1,529
Accrued customer deposits	6,548	4,579
Accrued gift card and escheatment liability	1,825	1,819
Accrued interest payable	846	669
Accrued inventory	2,230	5,700
Accrued professional fees	2,476	3,146
Accrued expenses - other	10,847	8,582
Total accrued liabilities	$ 33,180	$ 31,826

v3.24.1.1.u2

Long Term Debt - Schedule of Long-term Debt (Details) - Nonrelated Party - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Total long-term debt	$ 107,242	$ 102,344
Less: unamortized debt issuance costs	(524)	(557)
Net amount	106,718	101,787
Less: current portion	(31,396)	(23,077)
Total long-term debt	75,322	78,710
Revolver loans
Debt Instrument [Line Items]
Total long-term debt	64,510	56,779
Equipment loans
Debt Instrument [Line Items]
Total long-term debt	13,543	15,486
Term loans
Debt Instrument [Line Items]
Total long-term debt	13,192	14,290
Other notes payable
Debt Instrument [Line Items]
Total long-term debt	$ 15,997	$ 15,789

v3.24.1.1.u2

Long Term Debt - Schedule of Future Maturities of Long-term Debt (Details) - Notes Payable $ in Thousands	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
2024	$ 31,396
2025	5,992
2026	53,669
2027	4,441
2028	11,220
Total future maturities of long-term debt	$ 106,718

v3.24.1.1.u2

Long Term Debt - Bank of America Revolver Loan - Additional Information (Details) - Revolving Credit Facility - Marquis - Revolver loans - Secured debt - USD ($) $ in Millions	Mar. 31, 2024	Sep. 30, 2023	Jan. 31, 2020
Debt Instrument [Line Items]
Credit line maximum			$ 25.0
Long-term debt, term			5 years
Credit balance outstanding	$ 16.4	$ 6.1

v3.24.1.1.u2

Long Term Debt - Loan with Fifth Third Bank (Precision Marshall) - Additional Information (Details) $ in Millions			6 Months Ended
	Apr. 12, 2023 USD ($)	Jan. 20, 2022 USD ($) loan	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Jul. 20, 2023 USD ($)
Kinetic Industries
Debt Instrument [Line Items]
Credit line maximum		$ 6.0
Term Loan One | Kinetic Industries
Debt Instrument [Line Items]
Credit line maximum		4.0	$ 4.0
Maturity date			Jan. 20, 2027
Term loans | Kinetic Industries
Debt Instrument [Line Items]
Credit line maximum		$ 1.0	$ 1.0
Maturity date			Jun. 28, 2025
Term loans | SOFR | Kinetic Industries
Debt Instrument [Line Items]
Spread on variable rate (percent)		3.75%
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%
Fifth Third Bank | Revolving Credit Facility
Debt Instrument [Line Items]
Credit line maximum					$ 15.0
Credit balance outstanding			$ 10.8	$ 11.0
Fifth Third Bank | Revolving Credit Facility | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)		2.00%
Fifth Third Bank | Term Loan One and Term Loan Two | Kinetic Industries
Debt Instrument [Line Items]
Number of term loans | loan		2
Fifth Third Bank | Term Loan One | Kinetic Industries
Debt Instrument [Line Items]
Credit balance outstanding			3.0	3.3
Fifth Third Bank | Encina Loans
Debt Instrument [Line Items]
Credit line maximum		$ 29.0
Reduction in interest costs and availability of liquid funds		3.0
Credit balance outstanding			2.1	2.3
Fifth Third Bank | Encina Loans | Machinery and equipment
Debt Instrument [Line Items]
Credit line maximum		3.5
Fifth Third Bank | Encina Loans | Capital expenditure
Debt Instrument [Line Items]
Credit line maximum		2.5
Fifth Third Bank | Encina Loans | Revolving Credit Facility
Debt Instrument [Line Items]
Credit line maximum		$ 23.0
Credit balance outstanding			25.0	23.0
Fifth Third Bank | Capital Expenditure Loan | Revolving Credit Facility
Debt Instrument [Line Items]
Credit balance outstanding			$ 1.3	$ 1.4
Advance made on existing credit facility	$ 1.4

v3.24.1.1.u2

Long-Term Debt - Eclipse Business Capital Loans - Additional Information (Details) - USD ($) $ in Millions	Apr. 01, 2023	Jan. 18, 2023	Mar. 31, 2024	Sep. 30, 2023
M&E loan | Loan
Debt Instrument [Line Items]
Credit line maximum		$ 3.5
Credit balance outstanding			$ 2.1	$ 2.4
M&E loan | Loan | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)	5.00%	6.00%
Revolving Credit Facility | Eclipse Revolver
Debt Instrument [Line Items]
Credit line maximum		$ 25.0
Debt instrument, term		3 years
Credit balance outstanding			$ 9.0	$ 8.2
Revolving Credit Facility | Eclipse Revolver | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)	3.50%	4.50%

v3.24.1.1.u2

Long-Term Debt - Loan with Fifth Third Bank (PMW) - Additional Information (Details) - Fifth Third Bank - USD ($) $ in Millions	Jul. 20, 2023	Mar. 31, 2024	Sep. 30, 2023
M&E loan
Debt Instrument [Line Items]
Credit line maximum	$ 5.0
Credit balance outstanding		$ 4.4	$ 4.8
M&E loan | Reference Rate
Debt Instrument [Line Items]
Spread on variable rate (percent)	0.50%
Revolving Credit Facility
Debt Instrument [Line Items]
Credit line maximum	$ 15.0
Debt instrument, term	3 years
Interest rate (percent)	3.00%
Credit balance outstanding		$ 10.8	$ 11.0
Revolving Credit Facility | Reference Rate
Debt Instrument [Line Items]
Spread on variable rate (percent)	0.00%

v3.24.1.1.u2

Long-Term Debt - Bank Midwest Revolver Loan - Additional Information (Details) - Line of Credit - USD ($) $ in Millions	Oct. 17, 2023	Mar. 31, 2024	Sep. 30, 2023
Bank Midwest
Debt Instrument [Line Items]
Credit line maximum	$ 15.0
Interest rate (percent)	6.50%
Credit balance outstanding		$ 3.4
Bank Midwest | SOFR
Debt Instrument [Line Items]
Spread on variable rate (percent)	2.36%
Texas Capital Bank Revolver Loan
Debt Instrument [Line Items]
Credit balance outstanding			$ 5.3

v3.24.1.1.u2

Long Term Debt - Equipment Loans - Additional Information (Details) - Marquis	1 Months Ended		6 Months Ended
	Dec. 31, 2022 USD ($) option	Dec. 31, 2021 USD ($) payment	Mar. 31, 2024 USD ($) payment	Sep. 30, 2023 USD ($)
Banc Note Payable Bank Three | Equipment loans
Debt Instrument [Line Items]
Debt face amount			$ 3,700,000
Balance outstanding			0	$ 154,000,000
Banc Note Payable Bank Four | Equipment loans
Debt Instrument [Line Items]
Debt face amount			1,100,000
Balance outstanding			0	47,000,000
Banc Note Payable Bank Five | Equipment loans
Debt Instrument [Line Items]
Debt face amount			$ 4,000,000
Debt periodic frequency | payment			84
Debt periodic payment			$ 55,000,000
Interest rate (percent)			4.70%
Balance outstanding			$ 485,000	799,000
Banc Note Payable Bank Six
Debt Instrument [Line Items]
Debt face amount			$ 913,000,000
Debt periodic frequency | payment			60
Debt periodic payment			$ 14,000,000
Interest rate (percent)			4.70%
Balance outstanding			$ 237,000	317,000,000
Debt instrument, periodic payment terms			197,000,000
Banc Note Payable Bank Seven
Debt Instrument [Line Items]
Debt face amount			$ 5,000,000
Debt periodic frequency | payment			84
Debt periodic payment			$ 59,000,000
Interest rate (percent)			3.20%
Balance outstanding			$ 2,600,000	2,900,000
Debt instrument, periodic payment terms			809,000,000
Banc Note Payable Bank Eight
Debt Instrument [Line Items]
Debt face amount			$ 3,400,000
Debt periodic frequency | payment			84
Debt periodic payment			$ 46,000,000
Interest rate (percent)			4.00%
Balance outstanding			$ 1,800,000	2,000,000
Banc Note Payable Bank Nine
Debt Instrument [Line Items]
Debt face amount		$ 5,500,000
Debt periodic frequency | payment		60
Debt periodic payment		$ 92,000,000
Interest rate (percent)		3.75%
Balance outstanding			3,400,000	3,900,000
Debt instrument, periodic payment terms		$ 642,000,000
Banc Note Payable Bank Ten
Debt Instrument [Line Items]
Debt face amount	$ 5,700,000
Debt periodic frequency | option	84
Debt periodic payment	$ 79,000,000
Interest rate (percent)	6.50%
Debt instrument, periodic payment terms	$ 650,000,000
Banc Note Payable Bank Ten | Equipment loans
Debt Instrument [Line Items]
Balance outstanding			$ 5,000,000	$ 5,300,000

v3.24.1.1.u2

Notes Payable-Related Parties - Schedule of Long-term Related Parties (Details) - Related Party - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Loan outstanding	$ 11,400	$ 11,000
Less: unamortized debt issuance costs	(76)	(86)
Net amount	11,324	10,914
Less: current portion	(1,200)	(4,000)
Total long-term portion, related parties	$ 10,124	6,914
Isaac Capital Fund
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)	12.50%
Loan outstanding	$ 2,000	2,000
Isaac Capital Fund | Flooring Liquidators
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)	12.00%
Loan outstanding	$ 5,000	5,000
Isaac Capital Fund | Revolver loans
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)	12.00%
Loan outstanding	$ 2,000	1,000
Spriggs Investments, LLC
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)	10.00%
Loan outstanding	$ 1,400	2,000
Spriggs Investments, LLC | Flooring Liquidators
Debt Instrument [Line Items]
Debt instrument, interest rate during period (percent)	12.00%
Loan outstanding	$ 1,000	$ 1,000

v3.24.1.1.u2

Notes Payable-Related Parties - Schedule of Future Maturities of Notes (Details) - Notes Payable, Related Parties - Related Party $ in Thousands	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
2025	$ 1,200
2026	5,200
2029	4,924
Net amount	$ 11,324

v3.24.1.1.u2

Related Party Seller Notes - Schedule of Related Party of Seller Notes (Details) - Related Party - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Loan outstanding	$ 11,400	$ 11,000
Net amount	11,324	10,914
Less current portion	1,200	4,000
Long-term portion of Related party seller notes payable	10,124	6,914
Seller Notes | Loan
Debt Instrument [Line Items]
Loan outstanding	39,500	39,500
Unamortized debt premium (discount)	854	(502)
Net amount	40,354	38,998
Less current portion	0	0
Long-term portion of Related party seller notes payable	$ 40,354	$ 38,998
Note Payable to the Sellers of Flooring Liquidators | Loan
Debt Instrument [Line Items]
Interest rate (percent)	8.24%	8.24%
Loan outstanding	$ 34,000	$ 34,000
Note Payable To The Sellers Of PMW | Loan
Debt Instrument [Line Items]
Interest rate (percent)	8.00%	8.00%
Loan outstanding	$ 2,500	$ 2,500
Note Payable to the Sellers of Kinetic | Loan
Debt Instrument [Line Items]
Interest rate (percent)	7.00%	7.00%
Loan outstanding	$ 3,000	$ 3,000

v3.24.1.1.u2

Related Party Seller Notes - Schedule of Future Minimum of Seller Notes (Details) - Seller Notes - Loan $ in Thousands	Mar. 31, 2024 USD ($)
Debt Instrument [Line Items]
2026	$ 500
2027	3,500
2028	36,354
Net amount	$ 40,354

v3.24.1.1.u2

Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Class Of Stock [Line Items]
Treasury stock (in shares)	676,258		660,063
Repurchase of common stock (in shares)	16,195	25,384
Payment for repurchase of common stock	$ 404	$ 639
Treasury stock market share price (in usd per share)	$ 24.99	$ 25.16
Series E Convertible Preferred Stock
Class Of Stock [Line Items]
Preferred stock, shares issued (in shares)	47,840	47,840	47,840

v3.24.1.1.u2

Stock-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Stock Options and Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 50,000	$ 109,000	$ 100,000	$ 109,000
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation expense	$ 0		$ 0
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

v3.24.1.1.u2

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Number of Shares
Outstanding, beginning balance (in shares)	53,750	87,500	87,500
Outstanding, ending balance (in shares)	53,750	87,500	53,750	87,500
Exercisable (in shares)	53,750	87,500
Weighted Average Exercise Price
Outstanding, beginning balance (in usd per share)	$ 21.51	$ 18.81	$ 18.81
Outstanding, ending balance (in usd per share)	21.51	18.81	$ 21.51	$ 18.81
Exercisable (in usd per share)	$ 21.51	$ 18.81
Weighted Average Remaining Contractual Life
Outstanding, weighted average remaining contractual life	1 year 14 days	10 months 6 days	1 year 6 months 14 days	9 months 10 days
Exercisable, weighted average remaining contractual life	1 year 14 days	10 months 6 days
Outstanding, intrinsic value	$ 499	$ 1,160	$ 540	$ 771
Exercisable, intrinsic value	$ 499	$ 1,160

v3.24.1.1.u2

Earnings Per Share - Schedule of Computation of Basic and Diluted Net Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Basic
Net (loss) income	$ (3,281)	$ 1,558	$ (3,963)	$ 3,402
Less: preferred stock dividends	0	0	0	0
Net (loss) income applicable to common stock	$ (3,281)	$ 1,558	$ (3,963)	$ 3,402
Weighted average common shares outstanding (in shares)	3,154,771	3,143,911	3,159,180	3,101,007
Basic (loss) earnings per share (in usd per share)	$ (1.04)	$ 0.50	$ (1.25)	$ 1.10
Diluted
Net (loss) income applicable to common stock	$ (3,281)	$ 1,558	$ (3,963)	$ 3,402
Add: preferred stock dividends	0	0	0	0
Net (loss) income applicable to diluted earnings per share	$ (3,281)	$ 1,558	$ (3,963)	$ 3,402
Weighted average common shares outstanding (in shares)	3,154,771	3,143,911	3,159,180	3,101,007
Add: Options (in shares)	0	40,832	0	36,379
Weighted average common shares outstanding (in shares)	3,154,771	3,184,982	3,159,180	3,137,625
Diluted (loss) earnings per share (in usd per share)	$ (1.04)	$ 0.49	$ (1.25)	$ 1.08
Series E Preferred Stock
Diluted
Add: Series E Preferred Stock (in shares)	0	239	0	239

v3.24.1.1.u2

Earnings Per Share - Additional Information (Details) - shares	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted (in shares)	3,154,771	3,184,982	3,159,180	3,137,625
Pro Forma
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Diluted (in shares)	3,173,021		3,177,549
Antidilutive securities excluded from computation of earnings per share (in shares)	22,500		22,500
Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)		17,000		17,000

v3.24.1.1.u2

Related Party Transactions - Additional Information (Details) $ / shares in Units, $ in Thousands			3 Months Ended		6 Months Ended
	Mar. 11, 2024 USD ($)	Feb. 29, 2024 USD ($) day	Mar. 31, 2024 USD ($) ft²	Mar. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($) ft² $ / shares shares	Mar. 31, 2023 USD ($) shares	Mar. 06, 2024 USD ($)	Jan. 11, 2024 USD ($)	Sep. 30, 2023 USD ($)	Apr. 01, 2023 USD ($)	Jan. 19, 2023 USD ($)	Jan. 18, 2023 USD ($)	Jun. 23, 2022 USD ($)	Apr. 05, 2022	Jul. 10, 2020 USD ($)	Apr. 09, 2020 USD ($)	Dec. 31, 2015 USD ($)
Related Party Transaction [Line Items]
Repurchase of common stock (in shares) | shares					16,195	25,384
Common Stock
Related Party Transaction [Line Items]
Issuance of common stock (in shares) | shares				116,441
Related Party
Related Party Transaction [Line Items]
Capital stock outstanding (percent)					49.00%
Notes payable			$ 11,324		$ 11,324				$ 10,914
Loan outstanding			11,400		11,400				11,000
Related Party | Spriggs Promissory Note
Related Party Transaction [Line Items]
Interest rate (percent)											12.00%				10.00%
Related Party | ICG Flooring Liquidators Note
Related Party Transaction [Line Items]
Interest rate (percent)												12.00%
Notes payable			5,000		$ 5,000
Loan outstanding												$ 5,000
Related Party | ICF Loan
Related Party Transaction [Line Items]
Debt face amount																	$ 7,000
Related Party | Jon Isaac | Common Stock
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
Related Party | ICG | Revolving Credit Facility
Related Party Transaction [Line Items]
Credit line maximum								$ 5,000		$ 1,000			$ 6,000			$ 1,000
Interest rate (percent)				10.00%		10.00%				12.00%
Notes payable			2,000		$ 2,000				1,000
Related Party | ICG | ICF Loan
Related Party Transaction [Line Items]
Debt face amount															$ 2,000
Interest rate (percent)															12.50%
Notes payable			$ 2,000		$ 2,000				2,000
Related Party | JanOne Inc
Related Party Transaction [Line Items]
Rentable square feet of office space | ft²			9,900		9,900
Square feet of total office space | ft²			16,500		16,500
Related Party | JanOne Inc | Rent Income
Related Party Transaction [Line Items]
Other operating income			$ 39	$ 112	$ 75	$ 256
Related Party | ARCA Recycling Inc
Related Party Transaction [Line Items]
Reserve for doubtful accounts			690		690
Related Party | ARCA Recycling Inc | ARCA Note
Related Party Transaction [Line Items]
Broker-type fees (percent)														0.05
Related Party | ARCA Recycling Inc | Note Sale Agreement
Related Party Transaction [Line Items]
Promissory note acquired							$ 700
Note sale agreement required payment percent							50.00%
Proceeds from sale of productive assets	$ 350
Gain on sale of financing receivable					600
Related Party | Spriggs Investments, LLC
Related Party Transaction [Line Items]
Loan outstanding			1,400		1,400				2,000
Related Party | Spriggs Investments, LLC | Spriggs Promissory Note
Related Party Transaction [Line Items]
Debt face amount															$ 2,000
Debt instrument, periodic payment, principal		$ 600
Debt instrument required payment duration | day		5
Debt periodic payment		$ 300
Principal payment term		90 days
Balance outstanding			1,400		1,400				2,000
Related Party | Spriggs Investments, LLC | Spriggs Promissory Note II
Related Party Transaction [Line Items]
Debt face amount											$ 1,000
Interest rate (percent)											12.00%
Debt periodic payment		$ 300
Principal payment term		90 days
Balance outstanding			$ 1,000		$ 1,000				$ 1,000

v3.24.1.1.u2

Related Party Transactions - Additional Information 2 (Details) - Related Party $ in Thousands	Mar. 31, 2024 USD ($) lease	Sep. 30, 2023 USD ($)	Jul. 20, 2023 USD ($) loan	Jan. 18, 2023 USD ($)	Jul. 01, 2022 lease option	Jun. 28, 2022 USD ($)	Dec. 31, 2015 USD ($)
Related Party Transaction [Line Items]
Notes payable	$ 11,324	$ 10,914
Note Payable to the Sellers of Kinetic
Related Party Transaction [Line Items]
Debt face amount						$ 3,000
Interest rate (percent)						7.00%
Notes payable	3,000
Initial term						5 years
Extended initial term						90 days
Note Payable to the Sellers of Flooring Liquidators
Related Party Transaction [Line Items]
Debt face amount				$ 34,000
Interest rate (percent)				8.24%
Notes payable	34,900	33,500
Initial term				5 years
Extended initial term				90 days
Debt fair value				$ 31,700
Debt unamortized discount				$ 2,300
Note Payable To The Sellers Of PMW
Related Party Transaction [Line Items]
Debt face amount			$ 2,500
Interest rate (percent)			8.00%
Notes payable	$ 2,500	$ 2,500
Aggregate earn-out payments			$ 3,000
Seller financial loans | loan			2
ICF Loan
Related Party Transaction [Line Items]
Debt face amount							$ 7,000
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
Spyglass Estate Planning, LLC | Minimum
Related Party Transaction [Line Items]
Lease term					24 months
Spyglass Estate Planning, LLC | Maximum | Better Backer
Related Party Transaction [Line Items]
Lessee, renewal option | option					2
Lessee, renewal term					5 years
Lessee, operating lease, remaining lease term					20 years
Spyglass Estate Planning, LLC | Building
Related Party Transaction [Line Items]
Number of leases | lease					2
Lease term					20 years
K2L Property Management | Flooring Liquidators
Related Party Transaction [Line Items]
Number of leases | lease	5
Railroad Investments | Flooring Liquidators
Related Party Transaction [Line Items]
Number of leases | lease	1
Mr Stephen Kellog And Ms Kimberly Hendrick | Flooring Liquidators
Related Party Transaction [Line Items]
Number of leases | lease	2

v3.24.1.1.u2

Commitments and Contingencies - Additional Information (Details) $ in Thousands	Oct. 10, 2022 USD ($)	Sep. 07, 2022 defendant	Aug. 02, 2021 executive	Aug. 12, 2020 executive
SEC Investigations
Loss Contingencies [Line Items]
Number of corporate executive officers | executive			2	3
Number of defendants | defendant		1
Indemnity Holdback Matter
Loss Contingencies [Line Items]
Loss contingency, merger agreement, indemnity holdback	$ 2,500
Loss contingency, damages sought, value	$ 4,500
Expected discovery period	1 year

v3.24.1.1.u2

Segment Reporting - Additional Information (Details)	6 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	5

v3.24.1.1.u2

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Total revenues	$ 118,626	$ 91,122	$ 236,219	$ 160,108
Total gross profit	35,467	31,608	71,794	53,552
Total operating income	(838)	4,952	2,703	9,519
Total depreciation and amortization	4,188	3,647	8,483	6,297
Total interest expense	4,167	3,235	8,330	5,282
Total (loss) net income before provision for income taxes	(4,498)	2,108	(5,404)	4,567
Retail - Entertainment
Segment Reporting Information [Line Items]
Total revenues	16,842	19,188	37,428	42,461
Total gross profit	9,836	10,654	21,364	22,864
Total operating income	1,784	2,327	4,973	5,991
Total depreciation and amortization	226	321	492	633
Total interest expense	82	152	237	306
Total (loss) net income before provision for income taxes	1,845	2,178	4,954	5,716
Retail - Flooring
Segment Reporting Information [Line Items]
Total revenues	32,032	20,769	66,351	20,769
Total gross profit	11,702	7,742	24,734	7,742
Total operating income	(3,023)	(216)	(2,935)	(216)
Total depreciation and amortization	1,275	995	2,627	995
Total interest expense	1,275	1,021	2,474	1,021
Total (loss) net income before provision for income taxes	(4,485)	(1,390)	(6,115)	(1,390)
Flooring Manufacturing
Segment Reporting Information [Line Items]
Total revenues	34,180	30,340	63,425	56,772
Total gross profit	8,760	7,328	15,182	11,989
Total operating income	1,978	2,406	2,923	3,158
Total depreciation and amortization	1,055	1,082	2,112	2,193
Total interest expense	1,016	1,067	2,000	2,054
Total (loss) net income before provision for income taxes	826	1,214	662	901
Steel Manufacturing
Segment Reporting Information [Line Items]
Total revenues	35,488	19,916	68,841	37,897
Total gross profit	5,090	5,647	10,352	10,040
Total operating income	872	2,814	1,855	4,270
Total depreciation and amortization	1,627	1,114	3,244	2,207
Total interest expense	1,557	841	3,180	1,628
Total (loss) net income before provision for income taxes	(1,056)	1,715	(2,074)	1,983
Corporate & Other
Segment Reporting Information [Line Items]
Total revenues	84	909	174	2,209
Total gross profit	79	237	162	917
Total operating income	(2,449)	(2,379)	(4,113)	(3,684)
Total depreciation and amortization	5	135	8	269
Total interest expense	237	154	439	273
Total (loss) net income before provision for income taxes	$ (1,628)	$ (1,609)	$ (2,831)	$ (2,643)

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