Annual report pursuant to Section 13 and 15(d)

Variable Interest Entity

Variable Interest Entity

12 Months Ended

Sep. 30, 2023

Variable Interest Entity, Measure of Activity [Abstract]

In May 2023, the Company shut down the operations and deconsolidated the assets and liabilities of SW Financial. The Company recognized a loss on deconsolidation of SW Financial's assets and liabilities of approximately $1.7 million, as detailed in the table below (in $000’s):


Accounts payable	$	242
Lease liabilities	728
Total deconsolidation of liabilities	970
Cash	187
Accounts receivable	130
Other current assets	187
Intangible assets
Customer Relationships	1,348
Tradenames	72
Subtotal Intangible Assets	1,420
Right-of-use assets	687
Other assets	55
Total deconsolidation of assets	2,666
Total loss on deconsolidation	$	(1,696)

In connection with the shutdown, on March 31, 2023, the Company entered into a Settlement Agreement and Mutual Release (“Agreement I”) with Angia Holdings, LLC and Thomas Diamante and Lawrence Zelin (“Principals”). Agreement I stipulated that the Principals would pay the Company $1,000,000 within 10 days of the effective date of Agreement I, and an additional $1,000,000 within 45 days of the effective date of Agreement I if a joint venture, with terms acceptable to the Company, was not formed. The Principals made the initial $1,000,000 payment in April 2023, and, having failed to form a joint venture, made the second $1,000,000 payment in May 2023. The Company recorded a gain on receipt of the settlement amounts of $2,000,000

On August 30, 2023, the Company entered into a second Agreement with Angia Holdings, LLC and its Principals (“Agreement II”). Agreement II stipulated that the Principals would pay the Company and additional $1.5 million, of

which $750,000 was received and recognized as income as of September 30, 2023. The remaining $750,000 will be recognized into income upon receipt.