Annual report pursuant to Section 13 and 15(d)

Related Party Seller Notes

v3.24.4
Related Party Seller Notes
 12 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Related Party Seller Notes
Note 10: Long-Term Debt
Long-term debt as of September 30, 2024 and 2023 consisted of the following (in $000’s):
September 30,
2024		 September 30,
2023
Revolver loans $ 60,199  $ 56,779 
Equipment loans 13,346  15,486 
Term loans 10,465  14,290 
Other long-term debt
 15,227  15,789 
Total long-term debt
 99,237  102,344 
Less: unamortized debt issuance costs (427) (557)
Net amount 98,810  101,787 
Less: current portion (43,816) (23,077)
Total long-term debt, net of current portion
 $ 54,994  $ 78,710 
Future maturities of long-term debt at September 30, 2024 are as follows excluding related party debt (in $000’s):
Years ending September 30,
2025 $ 43,816 
2026 15,012 
2027 28,122 
2028 1,362 
2029 1,229 
Thereafter 9,269 
Total $ 98,810 
Bank of America Revolver Loan
On September 4, 2024, Marquis entered into an amended $25.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”). The BofA Revolver is an asset-based facility that is secured by substantially all of Marquis’ assets, and matures on July 31, 2025. 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 bears interest at a variable rate based on a base rate plus a margin. The current base rate is the greatest of (i) Bank of America prime rate, (ii) the current federal funds rate plus 0.50%, or (iii) 30-day Term SOFR plus 0.11448% credit spread adjustment plus the margin, which varies, depending on the fixed coverage ratio table below (Effective December 31, 2021, SOFR replaced the USD LIBOR for most financial benchmarking). Levels I – V determine the interest rate to be charged Marquis and is based on the fixed charge coverage ratio achieved. The BofA Revolver places certain restrictions and covenants on Marquis, including a limitation on asset sales, additional liens, investment, loans, guarantees, acquisitions, incurrence of additional indebtedness for Marquis to maintain a fixed charge coverage ratio of at least 1.05 to 1, tested as of the last day of each month for the twelve consecutive months ending on such day.
The advance rate in certain circumstances for inventory is 45.4% for raw materials, 0% for work-in-process, and 57.1% for finished goods subject to eligibility limited to 65.0%, and advance limit of $22.0 million or 65.0% of the value of eligible inventory. Letters of credit reduce the amount available to borrow under the BofA Revolver by an amount equal to the face value of the letters of credit.
Level
Fixed Charge Coverage Ratio
 Term SOFR Revolver Loan Base Rate
Revolver Loan
I
<1.20 to 1.00
2.50%
1.50%
II
>1.20 to 1.00 but <1.50 to 1.00
2.25%
1.25%
III
>1.50 to 1.00 but <1.75 to 1.00
2.00%
1.00%
IV
>1.75 to 1.00
1.75%
0.75%
The following tables summarize the BofA Revolver for the years ended and as of September 30, 2024 and 2023, respectively (in $000’s):
During the year ended September 30,
2024 2023
Cumulative borrowing during the period $ 140,810  $ 118,865 
Cumulative repayment during the period 129,298  122,907 
Maximum borrowed during the period 18,776  12,648 
Weighted average interest for the period 7.87  % 6.87  %
As of September 30,
2024 2023
Total availability $ 7,298  $ 14,904 
Total outstanding 17,614  6,101 
Loan with Fifth Third Bank (Precision Marshall)
On January 20, 2022, Precision Marshall refinanced its prior 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 capital Capex lending. Advances under the new credit facility will bear interest at the Prime Rate plus 0 basis points for lending under the revolving facility, and the Prime Rate plus 25 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 and Central Steel (see Note 4), the existing revolving facility was amended to add Kinetic and Central Steel as borrowers. 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 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, carries the same terms 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 the Prime Rate plus 175 basis points.
As of September 30, 2024 and 2023, the outstanding balance on the revolving loan was approximately $21.3 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 $1.8 million and $2.3 million, respectively. As of September 30, 2024 and 2023, the outstanding balance on Kinetic Term Loan #1 was $2.7 million and $3.3 million. 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. Additionally, during June 2024, in connection with Kinetic's acquisition of Midwest Grinding (see Note 4), Precision Marshall took an additional advance against its Capex term lending in the amount of approximately $403,000.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 September 30, 2024 and 2023, the outstanding balance on this Capex loan was $1.6 million and $1.4 million, respectively.
The following tables summarize the Precision Marshall Fifth Third Bank Revolver Loan as of and for the years ended September 30, 2024 and 2023 (in $000’s):
During the year ended September 30,
2024 2023
Cumulative borrowing during the period $ 66,134  $ 72,336 
Cumulative repayment during the period 71,017  69,707 
Maximum borrowed during the period 1,700  1,700 
Weighted average interest for the period 8.46  % 7.85  %
As of September 30,
2024 2023
Total availability $ 6,508  $ 5,959 
Total outstanding 21,319  26,202 
Texas Capital Bank Revolver Loan
On November 3, 2016, Vintage Stock entered into an amended $12.0 million credit agreement with Texas Capital Bank (“TCB Revolver”). The TCB Revolver was a five-year, asset-based facility that is secured by substantially all of Vintage
Stock’s assets. The TCB Revolver matured on November 3, 2023, and was repaid in full as of that date. The TCB Revolver was replaced by the Bank Midwest Revolver (see below).
The following tables summarize the TCB Revolver as of and for the years ended September 30, 2024 and 2023 (in $000's):
During the year ended September 30,
2024 2023
Cumulative borrowing during the period $ 4,889  $ 73,074 
Cumulative repayment during the period 10,159  77,195 
Maximum borrowed during the period 9,048  11,146 
Weighted average interest for the period 7.57  % 7.50  %
As of September 30,
2024 2023
Total availability $ —  $ 6,526 
Total outstanding —  5,270 
Eclipse Business Capital Loans
In connection with the acquisition of Flooring Liquidators (see Note 4), 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 September 30, 2024 and 2023, the outstanding balance on the Eclipse M&E loan was approximately $1.8 million and $2.4 million, respectively.
The following tables summarize the Eclipse Revolver as of and for the years ended September 30, 2024 and 2023 (in $000's):
During the year ended September 30,
2024 2023
Cumulative borrowing during the period $ 138,632  $ 41,545 
Cumulative repayment during the period 137,587  46,710 
Maximum borrowed during the period 10,700  13,396 
Weighted average interest for the period 11.72  % 9.80  %
As of September 30,
2024 2023
Total availability $ 960  $ 1,558 
Total outstanding 9,276  8,230 
Loan with Fifth Third Bank (PMW)
In connection with the acquisition of PMW (see Note 4), on July 20, 2023, PMW entered into a revolving credit facility (the "Revolving Credit Facility") with Fifth Third Bank. The facility consists of $15.0 million in revolving credit (the "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 September 30, 2024, the Company concluded that PMW was in default of its Fixed Cost Coverage Ratio (“FCCR”) covenant, as specified in the credit agreement governing the Revolving Credit Facility. This default provides the creditor rights to accelerate and made immediately due the borrowings under the Revolving Credit Facility and Fifth Third M&E Loan. As of the date of the filing of this 10-K, Fifth Third Bank has not exercised these rights and management is actively working with Fifth Third Bank to resolve the default. As such, as of September 30, 2024, PMW’s long-term debt balances, in the amount of approximately $14.4 million, have been reclassified to current liabilities. As of September 30, 2024 and 2023, the outstanding balance on the Fifth-Third M&E loan was approximately $4.1 million and $4.8 million, respectively.
The following tables summarize the PMW Fifth-Third Bank Revolver as of and for the years ended September 30, 2024 and 2023 (in $000's):
During the year ended September 30,
2024 2023
Cumulative borrowing during the period $ 72,501  $ 16,294 
Cumulative repayment during the period 73,364  14,258 
Maximum borrowed during the period 13,318  13,327 
Weighted average interest for the period 8.50  % 8.46  %
As of September 30,
2024 2023
Total availability $ 1,078  $ 3,818 
Total outstanding 10,112  10,975 
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) 5.0% per annum, and matured on October 17, 2024.
The following tables summarize the Bank Midwest Revolver as of and for the years ended September 30, 2024 and 2023 (in $000's):
During the year ended September 30,
2024 2023
Cumulative borrowing during the period $ 32,560  $ — 
Cumulative repayment during the period $ 30,682  $ — 
Maximum borrowed during the period $ 9,778  $ — 
Weighted average interest for the period 7.70  % —  %
As of September 30,
2024 2023
Total availability $ 10,423  $ — 
Total outstanding $ 1,878  $ — 
Note payable to JCM Holdings
During October 2020, Marquis purchased a manufacturing facility, which it had previously leased, for approximately $2.5 million. Marquis entered into a $2.0 million loan agreement, secured by the facility, with the seller of the facility, in order to complete the purchase of the facility. The loan bears interest at 6%, due monthly, and matures January 2030. As of September 30, 2024 and 2023, the outstanding principal balance was approximately $1.3 million and $1.5 million, respectively.
Equipment Loans
On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC which provided:
Note #3 was for approximately $3.7 million, secured by equipment. The Equipment Loan #3 matured in December 2023. As of September 30, 2024 and 2023, the outstanding balance was approximately $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 September 30, 2024 and 2023, the outstanding balance was approximately $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 September 30, 2024 and 2023, the outstanding balance was approximately $164,000 and $799,000, respectively.
Note #6 is for $913,000, secured by equipment. The Equipment Loan #6 matured in July 2024. As of September 30, 2024 and 2023, the outstanding balance was approximately $0 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 September 30, 2024 and 2023, the outstanding balance was approximately $2.3 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 September 30, 2024 and 2023, the outstanding balance was approximately $1.6 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 note, which is secured by the equipment, matures December 2026, and is payable in 60 monthly payments of $92,000 beginning January 2022, bearing interest at 3.75%. As of September 30, 2024 and 2023, the outstanding balance was approximately $2.9 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 September 30, 2024 and 2023, the outstanding balance was approximately $4.6 million and $5.3 million, respectively.
Note Payable to Store Capital Acquisitions, LLC
On June 14, 2016, Marquis entered into a transaction with Store Capital Acquisitions, LLC. The transaction included a sale-leaseback of land owned by Marquis and a loan secured by the improvements on such land. The total aggregate proceeds received from the sale of the land and the loan was $10.0 million, which consisted of approximately $644,000 from the sale of the land and a note payable of approximately $9.4 million. In connection with the transaction, Marquis entered into a lease with a 15-year term commencing on the closing of the transaction, which provides Marquis with an option to extend the lease upon the expiration of its term. The initial annual lease rate is $60,000. The proceeds from this transaction were used to pay down the BofA Revolver and Term loans, and related party loan, as well as to purchase a building from the previous owners of Marquis that was not purchased in the July 2015 transaction. The note payable bears interest at 9.3% per annum, with principal and interest due monthly. The note payable matures June 13, 2056. For the first five years of the note payable, there is a pre-payment penalty of 5%, which declines by 1% for each year the loan remains unpaid for the next five years. At the end of ten years, there is no pre-payment penalty. In connection with the note payable, Marquis incurred approximately $458,000 in transaction costs that are being recognized as a debt issuance cost and are being amortized and recorded as interest expense over the term of the note payable. The remaining principal balance was approximately $9.1 million as of September 30, 2024 and 2023, respectively.
Loan Covenant Compliance
As of September 30, 2024, the Company was in compliance with all covenants under its existing revolving and other loan agreements, with the exception of PMW which was in default under its Revolving Credit Facility and Fifth Third M&E Loan with Fifth Third Bank, as discussed above.
Related Party Seller Notes
Seller notes as of September 30, 2024 and 2023 consisted of the following (in $000’s):
September 30,
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 
Seller of Central Steel, 8.0% interest rate, matures May 2029
 1,100  — 
Total Seller notes payable - related parties 40,600  39,500 
Unamortized debt premium (discount) 2,261  (502)
Net amount 42,861  38,998 
Less current portion (2,500) — 
Long-term portion of Seller notes - related parties $ 40,361  $ 38,998 
Future maturities of seller notes at September 30, 2024 are as follows (in $000’s):
Years ending September 30,
2025 $ 2,500 
2027 3,000 
2028 36,261 
2029 1,100 
Total $ 42,861 
Note Payable to the Seller of Flooring Liquidators
In connection with the purchase of Flooring Liquidators (see Note 4), 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 (“Sellers Note”) bears interest at 8.24% per annum, with interest payable monthly in arrears beginning on January 18, 2024. The Sellers Note has a maturity date of January 18, 2028. The fair value assigned to the Sellers Note, as calculated by an independent third-party firm, was $31.7 million, or a discount of $2.3 million. The $2.3 million discount is being accreted to interest expense, using the effective interest rate method, as required by GAAP, over the term of the Sellers Note. As of September 30, 2024 and 2023, the carrying value of the Sellers Note was approximately $36.3 million and $33.5 million, respectively.
Note Payable to the Sellers of PMW
In connection with the purchase of PMW (see Note 4), 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 latter of (i) Sellers’ receipt of Earn-out Payments in an aggregate amount equal to $3,000,000 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 Sellers Subordinated Acquisition Notes bear interest at 8.0% per annum, with interest payable quarterly in arrears. As of September 30, 2024, the Company concluded that PMW was in default of its Fixed Cost Coverage Ratio (“FCCR”) covenant, as specified in the credit agreement governing the Revolving Credit Facility (see Note 10). The Seller Financed Loans stipulate that payment of the notes will be due and payable upon any event of default under the Revolving Credit Facility, and the Live Ventures Incorporated guarantee shall go into effect. Consequently, as of September 30, 2024, the balances on the Seller Financed Loans, in the amount of $2.5 million in the aggregate, have been reclassified to current liabilities. The Company is in the process of resolving the default with Fifth Third Bank. The Sellers Subordinated Acquisition Notes have a maturity date of July 18, 2028. As of September 30, 2024 and 2023, the carrying value of the Sellers Notes was $2.5 million.
Note Payable to the Sellers of Kinetic
In connection with the purchase of Kinetic, 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 September 30, 2024 and 2023, the remaining principal balance was $3.0 million.
Note Payable to the Seller of Central Steel
In connection with the purchase of Central Steel (see Note 4), on May 15, 2024, Precision Marshall entered into an employment agreement with the previous owner of Central Steel to serve as its President. The employment agreement is for an initial term of two 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 $1.1 million with the previous owner of Central Steel (the "Sellers Subordinated Promissory Note"). The Sellers Subordinated Promissory Note bears interest at 8.0% per annum, with interest payable quarterly in arrears. The Sellers Subordinated Promissory Note has a maturity date of May 15, 2029. As of September 30, 2024, the remaining principal balance was $1.1 million.