Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

v3.23.4
Acquisitions (Tables)
 12 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill
The fair value of the purchase price components outlined above was $26.8 million due to fair value adjustments for the contingent consideration, cash acquired, and working capital adjustments, as detailed below (in $000's):
Purchase price $ 25,000 
Fair value of earnout 2,675 
Cash from balance sheet 1,602 
Working capital adjustment (2,500)
Net purchase price $ 26,777 
The table below outlines the purchase price allocation of the purchase for PMW to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):
Net purchase price $ 26,777 
Accounts payable 10,788 
Accrued liabilities 5,771 
   Total liabilities assumed 16,559 
Total consideration 43,336 
Cash 1,602 
Accounts receivable 12,613 
Inventory 6,390 
Property, plant and equipment 13,616 
Intangible assets 3,600 
Other assets 849 
   Total assets acquired 38,670 
    Total goodwill $ 4,666 
The table below outlines the purchase price allocation of the purchase for Flooring Liquidators to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):
Net purchase price $ 78,700 
Accounts payable 5,189 
Accrued liabilities 9,700 
Debt 60 
   Total liabilities assumed 14,949 
Total consideration 93,649 
Cash 9,131 
Accounts receivable 4,824 
Inventory 19,402 
Property, plant and equipment 4,643 
Intangible assets
Trade names 13,275 
Customer relationships 7,700 
Non-compete agreements 1,625 
Other 49 
Subtotal intangible assets 22,649 
Other 2,581 
Total assets acquired 63,230 
Total goodwill $ 30,419 
The table below outlines the purchase price allocation of the purchase for Kinetic to the acquired identifiable assets, liabilities assumed and goodwill as of September 30, 2023 (in $000’s):
Total purchase price $ 24,732 
Accounts payable 571 
Accrued liabilities 1,848 
Total liabilities assumed 2,419 
Total consideration 27,151 
Cash 287 
Accounts receivable 3,073 
Inventory 6,429 
Property, plant and equipment 12,855 
Intangible assets 1,000 
Other assets 480 
Total assets acquired 24,124 
Total goodwill $ 3,027 
Schedule of Proforma Information for the Company This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods (in $000’s).
Year Ended September 30, 2023 As Reported Adjustments Proforma
Live (1)
PMW (2)
Adjustments (3)
Total
Net revenue $ 355,171  $ 63,136  $ 418,307 
Net income $ (102) $ 462  $ (2,623) $ (2,263)
Earnings per basic common share $ (0.03) $ (0.72)
Earnings per basic diluted share $ (0.03) $ (0.72)
Year Ended September 30, 2022 As Reported Adjustments Proforma
Live (4)
PMW (5)
Adjustments (3)
Total
Net revenue $ 286,913  $ 78,606  $ 365,519 
Net income $ 24,741  $ 4,792  $ (3,264) $ 26,269 
Earnings per basic common share $ 7.94  $ 8.43 
Earnings per basic diluted share $ 7.84  $ 8.32 
(1)Live for the year ended September 30, 2023. Includes PMW from July 20, 2023 through September 30, 2023.
(2)PMW from October 1, 2021 through the acquisition date of July 19, 2023.
(3)Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, and (b) interest expense to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company.
(4)Live for the year ended September 30, 2022.
(5) PMW for the period of October 1, 2021 through September 30, 2022.
This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods (in $000’s).
Year Ended September 30, 2023 As Reported Adjustments Proforma
Live (1)
Flooring Liquidators (2)
Adjustments (3)
Total
Net revenue $ 355,171  $ 37,702  $ 392,873 
Net income $ (102) $ (1,033) $ (2,226) $ (3,361)
Earnings per basic common share $ (0.03) $ (1.07)
Earnings per basic diluted share $ (0.03) $ (1.07)
Year Ended September 30, 2022 As Reported Adjustments Proforma
Live (4)
Flooring Liquidators (5)
Adjustments (3)
Total
Net revenue $ 286,913  $ 127,645  $ 414,558 
Net income $ 24,741  $ 10,890  $ (7,835) $ 27,796 
Earnings per basic common share $ 7.94  $ 8.92 
Earnings per basic diluted share $ 7.84  $ 8.81 

(1)Live for the year ended September 30, 2023. Includes Flooring Liquidators from January 18, 2023 through September 30, 2023.
(2)Flooring Liquidators from October 1, 2021 through the acquisition date of January 17, 2023.
(3)Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, (b) interest expense to include proforma interest expense that would have been incurred as a
result of the acquisition financing obtained by the Company, and (c) Elimination of revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition.
(4)Live for the year ended September 30, 2022.
(5) Flooring Liquidators for the period of October 1, 2021 through September 30, 2022.
The table below presents selected proforma information for the Company for the year ended September 30, 2022, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2021 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.
Year Ended September 30, 2022 As Reported Adjustments Proforma
Live (1)
Kinetic (2)
Adjustments (3)
Total
Net revenue $ 286,913  $ 15,418  $ 302,331 
Net income $ 24,741  $ 1,374  $ (207) $ 25,908 
Earnings per basic common share $ 7.94  $ 8.31 
Earnings per basic diluted share $ 7.84  $ 8.21 

(1)Live for the year ended September 30, 2022. Includes Kinetic from June 29, 2022 through September 30, 2022.
(2)Kinetic from October 1, 2021 through the acquisition date of June 28, 2022.
(3)Reflects adjustments for (a) amortization expense of definite-lived intangible assets based on the preliminary fair value at the acquisition date, (b) interest expense to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company, and (c) certain other expenses to reflect the post-acquisition operating environment.
Asset Acquisition
The table below outlines the purchase price allocation of the purchase for Cal Coast to the acquired identifiable assets (in $000’s):
Property, plant and equipment $ 35 
Intangible assets
Customer relationships 785 
Trade name 425 
Non-compete agreement 55 
Total intangible assets 1,265 
Total assets acquired $ 1,300 
Acquisition of Flooring Liquidators
Schedule of Business Acquisitions, by Acquisition
The fair value the purchase price components outlined above was $78.7 million due to fair value adjustments for the Note and restricted stock, as detailed below (in $000's):.
Purchase price $ 83,800 
Fair value adjustment, sellers note (3,300)
Fair value adjustment, restricted stock (1,800)
Net purchase price $ 78,700 
The table below outlines the purchase price allocation of the purchase for Better Backers to the acquired identifiable assets (in $000’s):
Total purchase price $ 3,166 
Inventory 748 
Property, plant and equipment 2,118 
Intangible assets 300 
Total assets acquired 3,166