What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-08 · 173 added, 143 removed, 758 unchanged (29% of the section changed)

3 unchanged sentences

(dollars in thousands, except per-share amounts)

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Cash $ 7,625 $ 4,601

Trade receivables, net of allowance for doubtful accounts of $ 2.1 million at March 31, 2025 and $ 1.5 million at September 30, 2024

Trade receivables, net of allowance for doubtful accounts of $ 1.3 million at June 30, 2025 and $ 1.5 million at September 30, 2024

39,038 46,861

28 unchanged sentences

Stockholders' equity:

Series E convertible preferred stock, $ 0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at March 31, 2025 and September 30, 2024, with a liquidation preference of $ 0.30 per share outstanding

Common stock, $ 0.001 par value, 10,000,000 shares authorized, 3,084,351 and 3,131,360 shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively

Series E convertible preferred stock, $ 0.001 par value, 200,000 shares authorized, 47,840 shares issued and outstanding at June 30, 2025 and September 30, 2024, with a liquidation preference of $ 0.30 per share outstanding

Common stock, $ 0.001 par value, 10,000,000 shares authorized, 3,071,656 and 3,131,360 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively

Paid in capital 75,798 69,692

Treasury stock common 741,696 and 694,687 shares as of March 31, 2025 and September 30, 2024, respectively

Treasury stock common 754,391 and 694,687 shares as of June 30, 2025 and September 30, 2024, respectively

( 9,600 ) ( 9,072 )

Treasury stock Series E preferred 80,000 shares as of March 31, 2025 and September 30, 2024

Treasury stock Series E preferred 80,000 shares as of June 30, 2025 and September 30, 2024

Retained earnings 28,064 12,274

5 unchanged sentences

(dollars in thousands, except per-share amounts)

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

6 unchanged sentences

Total operating expenses 30,284 35,914 97,940 105,005

Operating income (loss) 2,092 ( 838 ) 2,854 2,703

Other expense:

Operating income 8,003 1,131 10,857 3,834

Other income (expense):

Interest expense, net ( 3,854 ) ( 4,233 ) ( 11,949 ) ( 12,563 )

2 unchanged sentences

Gain on modification of seller note — — 22,784 —

Other income 160 507 580 223

Total other income (expense), net 19,011 ( 3,660 ) 18,822 ( 8,107 )

Gain on settlement of holdback liability 1,282 — 1,186 —

Gain on Employee Retention Credits 1,469 — 1,824 —

Loss on disposition of Johnson — ( 301 ) — ( 301 )

Other income (expense) 555 ( 420 ) 876 ( 197 )

Total other (expense) income, net ( 548 ) ( 4,954 ) 18,274 ( 13,061 )

Income (loss) before provision for income taxes 7,455 ( 3,823 ) 29,131 ( 9,227 )

11 unchanged sentences

(dollars in thousands)

For the Six Months Ended March 31,

For the Nine Months Ended June 30,

Operating Activities:

2 unchanged sentences

Depreciation and amortization 13,362 12,832

Gain on extinguishment of debt ( 713 ) —

Amortization of seller note discount 1,120 2,048

Gain on settlement of holdback liability ( 1,186 ) —

Gain on extinguishment of debt ( 713 ) —

Loss on disposal of fixed assets 339 —

Loss on disposition of Johnson — 301

Gain on settlement of earnout liability ( 2,840 ) —

Gain on modification of debt ( 22,784 ) —

Gain on modification of seller note ( 22,784 ) —

Amortization of debt issuance cost 38 64

7 unchanged sentences

Inventories 3,973 3,274

Income taxes payable/receivable ( 737 ) 1,438

Prepaid expenses and other current assets 1,359 1,324

2 unchanged sentences

Accrued liabilities ( 4,204 ) 164

Income taxes payable/receivable 282 1,741

Net cash provided by operating activities 21,908 13,877

2 unchanged sentences

Acquisition of Johnson — ( 500 )

Acquisition of Midwest Grinding — ( 1,000 )

Acquisition of Central Steel, net of cash received — ( 10,474 )

Purchase of property and equipment ( 5,753 ) ( 4,994 )

2 unchanged sentences

Net (payments) borrowings under revolver loans ( 9,290 ) 1,990

Proceeds from failed sales and leaseback transaction — 7,869

Cash paid for net settlement of stock option exercise — ( 20 )

Proceeds from issuance of notes payable 496 2,711

12 unchanged sentences

Interest paid $ 10,684 $ 10,306

Income taxes received, net $ — $ 106

Income taxes paid, net $ 2,195 $ —

Noncash financing and investing activities:

Noncash in-substance distribution $ 5,956 $ —

Noncash stock option exercise $ — $ 94

PMW goodwill adjustment $ — $ 233

Noncash items related to Central Steel acquisition $ — $ 3,400

Noncash items related to CRO acquisition $ — $ 725

19 unchanged sentences

Balance, March 31, 2025 47,840 $ — 3,084,351 $ 2 $ 69,792 $ ( 7 ) $ ( 9,488 ) $ 28,632 $ 88,931

Stock based compensation — — — — 50 — — — 50

Purchase of common treasury stock — — ( 12,695 ) — — — ( 112 ) — ( 112 )

In-substance distribution — — — — 5,956 — — ( 5,956 ) —

Net income — — — — — — — 5,388 5,388

Balance, June 30, 2025 47,840 $ — 3,071,656 $ 2 $ 75,798 $ ( 7 ) $ ( 9,600 ) $ 28,064 $ 94,257

Preferred Stock Common Stock Series E

13 unchanged sentences

Balance, March 31, 2024 47,840 $ — 3,148,135 $ 2 $ 69,487 $ ( 7 ) $ ( 8,610 ) $ 34,996 $ 95,868

Stock based compensation — — — — 175 — — — 175

Stock option exercise — — 1,654 — — — — — —

Taxes paid on net settlement of stock options exercised — — — — $ ( 20 ) — — — ( 20 )

Purchase of common treasury stock — — ( 18,156 ) — — — ( 458 ) — ( 458 )

Net loss — — — — — — — $ ( 2,855 ) ( 2,855 )

Balance, June 30, 2024 47,840 $ — 3,131,633 $ 2 $ 69,642 $ ( 7 ) $ ( 9,068 ) $ 32,141 $ 92,710

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025 AND 2024

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2025 AND 2024

(dollars in thousands, except per-share amounts)

22 unchanged sentences

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, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025.

The results of operations for the three and nine months ended June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025.

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, 2024 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K, filed with the U.S.

4 unchanged sentences

All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

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

These reclassifications have no material effect on the reported financial results.

Use of Estimates

27 unchanged sentences

The Steel Manufacturing Segment derives revenue primarily from the sale of steel plates, ground flat stock and drill rods, fabricated products, and tooling, including shipping and handling amounts.

Revenue for these segments generally contain a single performance obligation and is recognized at the point title passes to the customer.

Revenue for these segments generally contains a single performance obligation and is recognized at the point title passes to the customer.

At the time revenue is recognized, the Company records a provision for the estimated amount of future returns based primarily on historical experience and any known trends or conditions that exist at the time revenue is recognized.

Revenue is recorded net of taxes collected from customers.

All direct costs are either paid and or accrued for in the period in which the sale is recorded.

For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives product based upon agreed shipping terms.

All direct costs are either paid or accrued for in the period in which the sale is recorded.

For spare parts sales, the Company transfers control and recognizes a sale when it ships the product to the customer or when the customer receives the product based upon agreed shipping terms.

Each unit sold is considered an independent, unbundled performance obligation.

6 unchanged sentences

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.

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.

7 unchanged sentences

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”) which requires entities to (i) disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, (ii) include certain amounts that are already required to be disclosed under U.S.

GAAP in the same disclosures as other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and (iv) disclose the total amount of selling expenses, in annual reporting periods, an entity’s definition of selling expense.

GAAP in the same disclosures as other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and (iv) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expense.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

42 unchanged sentences

The Company anticipates all of the goodwill arising from the acquisition to be fully deductible for tax purposes.

The table below outlines the purchase price allocation for the purchase of Central Steel to the acquired identifiable assets, liabilities assumed, and goodwill as of March 31, 2025 (in $000’s):

The table below outlines the purchase price allocation for the purchase of Central Steel to the acquired identifiable assets, liabilities assumed, and goodwill as of June 30, 2025 (in $000’s):

Total purchase price $ 13,880

80 unchanged sentences

Total goodwill $ 89

The following table details the Company's inventory as of March 31, 2025 and September 30, 2024 (in $000's):

Inventory, net March 31, 2025 September 30, 2024

The following table details the Company's inventory as of June 30, 2025 and September 30, 2024 (in $000's):

Inventory, net June 30, 2025 September 30, 2024

Raw materials $ 29,404 $ 31,994

6 unchanged sentences

Property and Equipment

The following table details the Company's property and equipment as of March 31, 2025 and September 30, 2024 (in $000's):

March 31, 2025 September 30, 2024

The following table details the Company's property and equipment as of June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

Property and equipment, net:

8 unchanged sentences

Total property and equipment, net $ 78,685 $ 82,869

Depreciation expense was $ 3.1 million and $ 3.0 million for the three months ended March 31, 2025 and 2024, respectively, and $ 6.3 million and $ 6.1 million for the six months ended March 31, 2025 and 2024, respectively.

Depreciation expense was $ 3.3 million and $ 3.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 9.6 million and $ 9.2 million for the nine months ended June 30, 2025 and 2024, respectively.

The Company leases retail stores, warehouse facilities, and office space.

6 unchanged sentences

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, 2025 and September 30, 2024 (in $000's):

March 31, 2025 September 30, 2024

The following table details the Company's right of use assets and lease liabilities as of June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

Right of use asset - operating leases $ 55,168 $ 55,701

4 unchanged sentences

Long term - finance 42,265 41,677

As of March 31, 2025, the weighted average remaining lease term for operating leases is 9.8 years.

As of June 30, 2025, the weighted average remaining lease term for operating leases is 9.5 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, 2025 and 2024 were approximately $ 9.4 million and $ 8.8 million, respectively.

Additionally, the Company recognized approximately $ 5.8 million in right of use assets and liabilities upon commencement of operating leases during the six months ended March 31, 2025.

Total present value of future lease payments of operating leases as of March 31, 2025 (in $000's):

Twelve months ended March 31,

Total cash payments for operating leases for the nine months ended June 30, 2025 and 2024 were approximately $ 14.5 million and $ 13.8 million, respectively.

Additionally, the Company recognized approximately $ 12.8 million in right of use assets and liabilities upon commencement of operating leases during the nine months ended June 30, 2025.

Total present value of future lease payments of operating leases as of June 30, 2025 (in $000's):

Twelve months ended June 30,

2026 $ 17,238

2 unchanged sentences

Present value of payments $ 59,842

As of March 31, 2025, the weighted average remaining lease term for finance leases is 26.6 years.

As of June 30, 2025, the weighted average remaining lease term for finance leases is 26.4 years.

The Company's weighted average discount rate for finance leases is 11.3 %.

Total cash payments for finance leases for the six months ended March 31, 2025 and 2024 were approximately $ 2.0 million and $ 1.6 million, respectively.

Additionally, the Company recognized approximately $ 0.6 million in right of use assets and liabilities upon commencement of finance leases during the six months ended March 31, 2025.

Total cash payments for finance leases for the nine months ended June 30, 2025 and 2024 were approximately $ 2.7 million and $ 2.5 million, respectively.

Additionally, the Company recognized no right of use assets and liabilities upon commencement of finance leases during the nine months ended June 30, 2025.

The Company records finance lease right-of-use assets as property and equipment.

The balance, as of March 31, 2025 and September 30, 2024 is as follows (in $000’s):

March 31, 2025 September 30, 2024

The balance, as of June 30, 2025 and September 30, 2024 is as follows (in $000’s):

June 30, 2025 September 30, 2024

Property and equipment, at cost $ 27,102 $ 26,495

1 unchanged sentence

Property and equipment, net $ 25,084 $ 24,833

Total present value of future lease payments of finance leases as of March 31, 2025 (in $000's):

Twelve months ended March 31,

Total present value of future lease payments of finance leases as of June 30, 2025 (in $000's):

Twelve months ended June 30,

Thereafter 122,833

2 unchanged sentences

Present value of payments $ 42,827

The following table details the Company's intangibles as of March 31, 2025 and September 30, 2024 (in $000's):

March 31, 2025 September 30, 2024

The following table details the Company's intangibles as of June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

Intangible assets, net:

5 unchanged sentences

Total intangibles, net $ 21,336 $ 25,103

Amortization expense was $ 1.3 million and $ 1.2 million for the three months ended March 31, 2025 and 2024, respectively, and $ 2.5 million and $ 2.4 million for the six months ended March 31, 2025 and 2024, respectively.

Amortization expense was $ 1.3 million and $ 1.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 3.8 million and $ 3.7 million for the nine months ended June 30, 2025 and 2024, 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,

Twelve months ending June 30,

Thereafter 91

The following table details the Company's goodwill as of September 30, 2024 and March 31, 2025 (in $000's):

The following table details the Company's goodwill as of September 30, 2024 and June 30, 2025 (in $000's):

Retail - Entertainment Retail - Flooring Flooring Manufacturing Steel Manufacturing Total

September 30, 2024 36,947 13,451 807 9,947 61,152

March 31, 2025 $ 36,947 $ 13,451 $ 807 $ 9,947 $ 61,152

June 30, 2025 $ 36,947 $ 13,451 $ 807 $ 9,947 $ 61,152

Accrued Liabilities

The following table details the Company's accrued liabilities as of March 31, 2025 and September 30, 2024 (in $000's):

March 31, 2025 September 30, 2024

The following table details the Company's accrued liabilities as of June 30, 2025 and September 30, 2024 (in $000's):

June 30, 2025 September 30, 2024

Accrued liabilities:

3 unchanged sentences

Accrued gift card and escheatment liability 2,024 1,986

Accrued interest payable 6,459 840

Accrued overdrafts 948 890

Accrued rent 982 883

Accrued inventory 5,471 6,722

3 unchanged sentences

Long-Term Debt

Long-term debt as of March 31, 2025 and September 30, 2024 consisted of the following (in $000's):

March 31, 2025 September 30, 2024

Long-term debt as of June 30, 2025 and September 30, 2024 consisted of the following (in $000's):

June 30, 2025 September 30, 2024

Revolver loans $ 50,909 $ 60,199

7 unchanged sentences

Total long-term debt $ 51,748 $ 54,994

Future maturities of long-term debt at March 31, 2025, are as follows which does not include related party debt separately stated (in $000's):

Twelve months ending March 31,

Future maturities of long-term debt at June 30, 2025, are as follows which does not include related party debt separately stated (in $000's):

Twelve months ending June 30,

2026 $ 31,838

2 unchanged sentences

Bank of America Revolver Loan

On January 31, 2020, as amended on September 4, 2024, Marquis entered into an amended $ 25.0 million revolving credit agreement (“BofA Revolver”) with Bank of America Corporation (“BofA”).

On January 31, 2020, as amended on July 25, 2025, Marquis entered into an amended $ 28.0 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.

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.

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 July 2026.

As of March 31, 2025, the Company concluded that Marquis was in default of its Fixed Cost Coverage Ratio (“FCCR”) covenant, as specified in the credit agreement governing the BofA Revolver, which provides the creditor rights to accelerate and make immediately due the borrowings under the BofA Revolver.

Under the May 1, 2025 amendment to the BofA Revolver, Bank of America has issued a waiver with respect to Marquis’ default of its FCCR covenant.

As of March 31, 2025 and September 30, 2024, the outstanding balance was approximately $ 21.1 million and $ 17.6 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding balance was approximately $ 14.6 million and $ 17.6 million, respectively.

Loan with Fifth Third Bank (Precision Marshall)

8 unchanged sentences

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.

As of March 31, 2025 and September 30, 2024, the outstanding balance on the revolving loan was approximately $ 21.7 million and $ 21.3 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $ 1.6 million and $ 1.8 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the revolving loan was approximately $ 21.9 million and $ 21.3 million, respectively, and the outstanding balance on the original M&E lending, which is documented as a term note, was approximately $ 1.5 million and $ 1.8 million, respectively.

The revolving loan has a variable interest rate and matures in January 2027.

As of March 31, 2025 and September 30, 2024, the outstanding balance on Kinetic Term Loan #1 was approximately $ 2.4 million and $ 2.7 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding balance on Kinetic Term Loan #1 was approximately $ 2.3 million and $ 2.7 million, respectively.

On April 12, 2023, in connection with its existing credit facility with Fifth Third Bank, Precision Marshall took an advance against its Capex term lending in the amount of approximately $ 1.4 million.

1 unchanged sentence

The loan matures January 2027 and bears interest on the same terms as for Capex lending as stated above.

As of March 31, 2025 and September 30, 2024, the outstanding balance on the Capex loan was $ 1.9 million and $ 1.6 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Capex loan was $ 1.8 million and $ 1.6 million, respectively.

Eclipse Business Capital Loans

7 unchanged sentences

The credit facility matures in January 2026.

As of March 31, 2025 and September 30, 2024, the outstanding balance on the Eclipse Revolver was approximately $ 8.5 million and $ 9.3 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $ 1.4 million and $ 1.8 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Eclipse Revolver was approximately $ 7.2 million and $ 9.3 million, respectively, and the outstanding balance on the Eclipse M&E loan was approximately $ 1.2 million and $ 1.8 million, respectively.

Loan with Fifth Third Bank (PMW)

3 unchanged sentences

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.

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 Bank.

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 Fifth Third M&E Loan or any capital expenditure term loan, it is 50 basis points ( 0.5 %).

The Applicable Margin for

revolving loans is zero , while for the Fifth Third M&E Loan or any capital expenditure term loan, it is 50 basis points ( 0.5 %).

The credit facility matures in July 2026.

As of December 31, 2024, the Company concluded that PMW was in default of its FCCR covenant, as specified in the credit agreement governing the Revolving Credit Facility.

Under the March 5, 2025 amendment to the Revolving Credit Facility, Fifth Third Bank has issued a waiver with respect to PMW’s previous default of its FCCR covenant.

As of March 31, 2025 and September 30, 2024, the outstanding balance on the Fifth Third Revolver was approximately $ 7.5 million and $ 10.1 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $ 3.7 million and $ 4.1 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Fifth Third Revolver was approximately $ 7.2 million and $ 10.1 million, respectively, and the balance on the Fifth Third M&E Loan was approximately $ 3.6 million and $ 4.1 million, respectively.

Bank Midwest Revolver Loan

1 unchanged sentence

The amended Bank Midwest Revolver accrues interest 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 matures on October 17, 2025.

As of March 31, 2025 and September 30, 2024, the outstanding balance on the Bank Midwest Revolver was approximately $ 0 and $ 1.9 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the Bank Midwest Revolver was $ 0 and $ 1.9 million, respectively.

Note payable to JCM Holdings

2 unchanged sentences

The loan bears interest at 6.0 %, due monthly, and matures January 2030.

As of March 31, 2025 and September 30, 2024, the outstanding principal balance was approximately $ 1.2 million and $ 1.3 million, respectively.

As of June 30, 2025 and September 30, 2024, the outstanding principal balance was approximately $ 1.1 million and $ 1.3 million, respectively.

Note Payable to Store Capital Acquisitions, LLC

10 unchanged sentences

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 March 31, 2025 and September 30, 2024, respectively.

The remaining principal balance was approximately $ 8.7 million and $ 9.0 million as of June 30, 2025 and September 30, 2024, respectively.

Equipment Loans

On June 20, 2016 and August 5, 2016, Marquis entered into a transaction that provided for a master agreement and separate loan schedules (the “Equipment Loans”) with Banc of America Leasing & Capital, LLC that provided for the following as of March 31, 2025:

Note #5 is for approximately $ 4.0 million, secured by equipment.

The Equipment Loan #5 was 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, 2025 and September 30, 2024, the balance was approximately $ 0 and $ 164,000 , respectively.

As of June 30, 2025 and September 30, 2024, the balance was approximately $ 0 and $ 164,000 , 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 December 31, 2024 and September 30, 2024, the balance was approximately $ 2.0 million and $ 2.3 million, respectively.

As of June 30, 2025 and September 30, 2024, the balance was approximately $ 1.9 million and $ 2.3 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 December 31, 2024 and March 31, 2025, the balance was approximately $ 1.3 million and $ 1.6 million, respectively.

As of June 30, 2025 and September 30, 2024, the balance was approximately $ 1.2 million and $ 1.6 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, 2025 and September 30, 2024, the balance was approximately $ 2.4 million and $ 2.9 million, respectively.

bearing interest at 3.75 % per annum.

As of June 30, 2025 and September 30, 2024, the balance was approximately $ 2.1 million and $ 2.9 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 6.5 %.

As of March 31, 2025 and September 30, 2024, the balance was approximately $ 4.3 million and $ 4.6 million, respectively.

As of June 30, 2025 and September 30, 2024, the balance was approximately $ 4.1 million and $ 4.6 million, respectively.

Loan Covenant Compliance

As of March 31, 2025, the Company was in compliance with all covenants under its existing revolving and other loan agreements.

As of June 30, 2025, the Company was in compliance with all covenants under its existing revolving and other loan agreements.

Notes Payable-Related Parties

Long-term debt payable to related parties (see Note 16) as of March 31, 2025 and September 30, 2024 consisted of the following (in $000's):

March 31, 2025 September 30, 2024

Long-term debt payable to related parties (see Note 16) as of June 30, 2025 and September 30, 2024 consisted of the following (in $000's):

June 30, 2025 September 30, 2024

Isaac Capital Group, LLC, 12.5 % interest rate, matures May 2025

$ 2,000 $ 2,000

Isaac Capital Group, LLC, 12 % interest rate, matures December 2029

8 unchanged sentences

Total long-term portion, related parties $ 16,599 $ 4,934

Future maturities of related party notes at March 31, 2025 are as follows (in $000’s):

Twelve months ending March 31,

2026 $ 10,070

Future maturities of related party notes at June 30, 2025 are as follows (in $000’s):

Twelve months ending June 30,

Total future maturities of long-term debt, related parties $ 17,499

Related Party Seller Notes

Seller notes as of March 31, 2025 and September 30, 2024 consisted of the following (in $000’s):

Seller notes as of June 30, 2025 and September 30, 2024 consisted of the following (in $000’s):

2025 September 30,

10 unchanged sentences

Long-term portion of seller notes payable $ 18,214 $ 40,361

Future maturities of seller notes at March 31, 2025 are as follows (in $000’s):

Twelve months ending March 31,

Future maturities of seller notes at June 30, 2025 are as follows (in $000’s):

Twelve months ending June 30,

Total $ 18,214

1 unchanged sentence

In connection with the purchase of PMW, on July 20, 2023, the Company entered into a consulting agreement with the previous owner of PMW to serve as its part-time President and Chief Executive Officer.

The consulting agreement 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.

The consulting agreement 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 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").

6 unchanged sentences

Consequently, the Company recorded a gain on settlement of the earnout liability in the amount of approximately $ 2.8 million.

As of March 31, 2025 and September 30, 2024, the carrying value of the seller financed loans was $ 0 and $ 2.5 million, respectively.

As of June 30, 2025 and September 30, 2024, the carrying value of the seller financed loans was $ 0 and $ 2.5 million, respectively.

Note Payable to the Sellers of Kinetic

5 unchanged sentences

The Sellers Subordinated Acquisition Note has a maturity date of September 27, 2027.

As of March 31, 2025 and September 30, 2024, the remaining principal balance was $ 3.0 million.

As of June 30, 2025 and September 30, 2024, the remaining principal balance was $ 3.0 million.

Note Payable to the Seller of Central Steel

4 unchanged sentences

The Sellers Subordinated Promissory Note has a maturity date of May 15, 2029.

As of March 31, 2025 and September 30, 2024, the remaining principal balance was $ 1.1 million.

As of June 30, 2025 and September 30, 2024, the remaining principal balance was $ 1.1 million.

Note Payable to the Seller of Flooring Liquidators

In connection with the purchase of Flooring Liquidators, on January 18, 2023, the Flooring Liquidators entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer.

In connection with the purchase of Flooring Liquidators, on January 18, 2023, Flooring Liquidators entered into an employment agreement with the previous owner of Flooring Liquidators to serve as its Chief Executive Officer.

The employment agreement was for an initial term of five years and automatically extended in 90 -day increments unless either party provides notice as required under the agreement.

4 unchanged sentences

On February 25, 2025, Flooring Liquidators, Flooring Affiliated Holdings, and the Company entered into a binding Memorandum of Understanding (“MOU”) with the previous owner of Flooring Liquidators under which the principal amount of the Seller Note was reduced from $ 34.0 million to $ 15.0 million.

The relevant portion of the MOU was later superseded by a Second Amendment to Secured Promissory Note (the “Second Seller Note Amendment”).The Seller Note bears interest at 8.24 % per annum effective January 1, 2025, and matures in February 2028, with interest payments due monthly beginning February 28, 2025.

The relevant portion of the MOU was later superseded by a Second Amendment to Secured Promissory Note.The Seller Note bears interest at 8.24 % per annum effective January 1, 2025, and matures in February 2028, with interest payments due monthly beginning February 28, 2025.

The Company determined that the fair value of the amended Seller Note was approximately $ 14.0 million, or a discount of $ 1.0 million.

5 unchanged sentences

• The previous owner’s title was revised to be Founder and Vice President, his employment was made part-time, and he resigned from each other office and as director or manager of Flooring Liquidators and each of its related entities.

Kellogg's tenure at Flooring Liquidators terminated effective May 13, 2025.

The Company evaluated this transaction under ASC 470-50 “Debt - Modification and Extinguishment”, and concluded that, because the change in present value of cash flows between the original and revised debt exceeds 10%, and the debt revision does not meet the accounting requirements for troubled debt restructuring, this transaction should be accounted for as a debt extinguishment.

In connection with the debt extinguishment and the increase in the holdback principal amount, the Company recorded a gain of approximately $ 22.8 million.

As of March 31, 2025 and September 30, 2024, the carrying value of the Seller Note was approximately $ 14.0 million and $ 36.3 million, respectively

As of June 30, 2025 and September 30, 2024, the carrying value of the Seller Note was approximately $ 14.1 million and $ 36.3 million, respectively

Stockholders’ Equity

Series E Convertible Preferred Stock

As of March 31, 2025 and September 30, 2024, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding, respectively.

As of June 30, 2025 and September 30, 2024, there were 47,840 shares of Series E Convertible Preferred Stock issued and outstanding.

Treasury Stock

As of March 31, 2025 and September 30, 2024, the Company had 741,696 and 694,687 shares of Treasury Stock, respectively.

During the six months ended March 31, 2025 and 2024, the Company repurchased 47,009 and 16,195 shares of its common stock for approximately $ 416,315 and $ 404,000 , respectively.

During the six months ended March 31, 2025 and 2024, the average price paid per share was $ 8.86 and $ 24.99 , respectively.

As of June 30, 2025 and September 30, 2024, the Company had 754,391 and 694,687 shares of Treasury Stock, respectively.

During the nine months ended June 30, 2025 and 2024, the Company repurchased 59,704 and 34,351 shares of its common stock for approximately $ 528,000 and $ 862,000 , respectively.

During the nine months ended June 30, 2025 and 2024, the average price paid per share was $ 8.85 and $ 25.09 , respectively.

Stock-Based Compensation

4 unchanged sentences

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, 2024 and the six months ended March 31, 2025:

The following table summarizes stock option activity for the fiscal year ended September 30, 2024 and the nine months ended June 30, 2025:

Shares Weighted

2 unchanged sentences

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

Granted 17,500 $ 40.00

Exercised ( 6,250 ) $ 15.00

Forfeited ( 5,000 ) $ 40.00

Outstanding at June 30, 2024 60,000 $ 26.04 1.54 $ 317

Exercisable at June 30, 2024 60,000 $ 26.04 1.54 $ 317

Outstanding at September 30, 2024 60,000 $ 26.04 1.29 $ 130

Forfeited ( 60,000 ) $ 26.04

Outstanding at March 31, 2025 0 $ — 0.00 $ —

Exercisable at March 31, 2025 0 $ — 0.00 $ —

The Company recognized compensation expense of approximately $ 49,000 and $ 50,000 during the three months ended March 31, 2025 and 2024, respectively, and approximately $ 100,000 during the six months ended March 31, 2025 and 2024, 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, 2025, the Company had approximately $ 0.6 million of unrecognized compensation expense associated with restricted stock awards.

Outstanding at June 30, 2025 0 $ — 0.00 $ —

Exercisable at June 30, 2025 0 $ — 0.00 $ —

The Company recognized compensation expense of approximately $ 50,000 and $ 0.2 million during the three months ended June 30, 2025 and 2024, respectively, and approximately $ 150,000 and $ 0.3 million during the nine months ended June 30, 2025 and 2024, related to stock option awards and restricted stock awards granted to certain employees and officers based on the grant date fair value of the awards, and the revaluation for existing options whereby the expiration date was extended.

As of June 30, 2025, the Company had approximately $ 0.5 million of unrecognized compensation expense associated with restricted stock awards.

Earnings Per Share

2 unchanged sentences

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.

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,

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

5 unchanged sentences

Restricted stock units 29,116 — 29,116 —

ICG convertible debt 1,245,030 — 1,245,030 —

Series E Preferred Stock 239 — 239 —

3 unchanged sentences

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.

No diluted EPS computation was made for the three and nine months ended June 30, 2024, as the Company recorded a net loss.

Had the Company calculated diluted EPS for the three and nine months ended June 30, 2024, the total assumed weighted average common shares outstanding would have been 3,155,546 and 3,168,619 , respectively, and there would have been 35,000 options to purchase shares of common stock that were anti-dilutive.

Related Party Transactions

Transactions with Isaac Capital Group, LLC

As of March 31, 2025, ICG beneficially owns 50.5 % 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.

Isaac also personally owns 217,177 shares of common 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 over the shares held by ICG.

ICG Term Loan

1 unchanged sentence

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, 2025 and September 30, 2024, the outstanding balance on this note was $ 2.0 million.

The ICG Loan accrued interest at 12.5 % and matured in May 2025.

As of June 30, 2025 and September 30, 2024, the outstanding balance on this note was $ 0 and $ 2.0 million, respectively.

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, the amount of available revolving credit under the facility was increased to $ 6.0 million.

1 unchanged sentence

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.

The ICG Revolver has been amended during the third quarter of 2025 to, among other items, increase the available revolving credit under the facility to $ 12.0 million.

As of March 31, 2025 and September 30, 2024, the outstanding balance on the ICG Revolver was $ 6.9 million and 2.6 million, respectively.

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.

On Apr 8, 2025, the Company entered into the Fourth Amendment to the ICG Revolver, which (i) extended the maturity date to April 8, 2030, (ii) increased the maximum credit amount under the facility to $ 12.0 million, and (iii) established a Fixed Conversion Price of $ 7.85 per share for obligations outstanding under the ICG Revolver.

The Company evaluated the amendment under ASC 470-50 and concluded that the transaction represented an extinguishment of the existing debt given that the amendment introduced a substantive conversion feature.

Management assessed that the fair value of the amended instrument as of the amendment date.

That assessment indicated that the fair value of the amended note, inclusive of the conversion feature, exceeded the fair value of the note without the conversion feature by approximately $ 6.0 million, which was treated as a non-cash capital contribution from the lender for accounting purposes because the lender was the majority shareholder of the Company.

Accordingly, the Company recorded the excess as a distribution from Retained Earnings, with a corresponding credit to Additional Paid-In Capital, which is presented on the Condensed Consolidated Statements Of Changes In Stockholders’ Equity as an “In-Substance Distribution”.

As of June 30, 2025, Jon Isaac had the contractual right to acquire up to 1,245,030 shares of the Company’s common stock pursuant to the amended terms of the ICG Revolving Promissory Note (the “ICG Revolver”), as discussed below, based on the outstanding balance of the debt as of that date.

As of June 30, 2025, no obligations under the ICG Revolver have been converted into the Company ’s common stock.

As of June 30, 2025 and September 30, 2024, the outstanding balance on the ICG Revolver was $ 9.7 million and $ 2.6 million, respectively.

ICG Flooring Liquidators Note

3 unchanged sentences

The note is fully guaranteed by the Company.

As of March 31, 2025, the outstanding balance on this loan was $ 5.0 million.

As of June 30, 2025, the outstanding balance on this loan was $ 5.0 million.

On Dec 14, 2024, in connection with the Settlement Agreement of the PMW Seller Financed Loans (see Note 12), the Company, as borrower, entered into a promissory note for the benefit of ICG in the amount of approximately $ 2.6 million (“ICG PMW Note”).

4 unchanged sentences

Interest is payable in arrears on the first business day of each month commencing on January 2, 2025.

As of March 31, 2025, the balance on this loan was approximately $ 2.6 million.

As of June 30, 2025, the balance on this loan was approximately $ 2.6 million.

Transactions with Vintage Stock CEO

11 unchanged sentences

All monthly payments under the original Spriggs Promissory Note I remain in effect through the maturity date as amended.

As of March 31, 2025 and September 30, 2024, the principal amount owed was $ 0.2 million and $ 0.8 million, respectively.

As of June 30, 2025 and September 30, 2024, the principal amount owed was $ 0 and $ 0.8 million, respectively.

Spriggs Promissory Note II

4 unchanged sentences

Further, under the loan modification agreement, the maturity date of the Spriggs Loan II was extended to July 31, 2025 .

On July 30, 2025, the Company entered into a loan modification agreement of the Spriggs Loan II that extends the maturity date to July 31, 2026.

All monthly payments under the original Spriggs Loan II remain in effect through the maturity date as amended.

As of March 31, 2025 and September 30, 2024, the principal amount owed was $ 1.0 million.

As of June 30, 2025 and September 30, 2024, the principal amount owed was $ 0.9 million and $ 1.0 million, respectively.

Transactions with ALT5 Sigma Corporation, formerly 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 President and a director of ALT5 Sigma Corporation (“ALT5”), formerly JanOne Inc.

Richard Butler, a member of the Company's board of directors, is a director of ALT5.

Lease Agreement

Customer Connexx LLC, formerly a subsidiary of ALT5, previously rented approximately 9,900 square feet of office space from the Company at its Las Vegas office, which totals 16,500 square feet.

ALT5 paid the Company $ 30,000 and $ 39,000 in rent and other reimbursed expenses for three months ended March 31, 2025 and 2024, respectively, and $ 58,000 and $ 75,000 for the six months ended March 31, 2025 and 2024, respectively.

ALT5 paid the Company $ 28,000 and $ 35,000 in rent and other reimbursed expenses for three months ended June 30, 2025 and 2024, respectively, and $ 86,000 and $ 109,000 for the nine months ended June 30, 2025 and 2024, respectively.

Transactions with Spyglass Estate Planning, LLC

14 unchanged sentences

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.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any

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.

2 unchanged sentences

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;

25 unchanged sentences

We filed a Motion to Dismiss the Second Amended Complaint on December 16, 2024 and the briefing is complete.

We do not know when the motion will be heard.

A hearing on the motion has not been set.

Holdback Matter

6 unchanged sentences

On April 10, 2024, the District Court dismissed the individual shareholders, leaving intact the Company's misrepresentation claims against the shareholder representative.

The Court recently denied the plaintiff's Motion for Leave to Amend to assert statute of limitations defenses.

While discovery is ongoing, the Company is optimistic that a settlement will be reached.

The Court denied the plaintiff's Motion for Leave to Amend to assert statute of limitations defenses.

On May 2, 2025, the parties entered into a Settlement and Release agreement whereby the Company agreed to pay the shareholder representative $ 850,000 in four installments, with the last installment due on December 15, 2025.

Subject to the terms of the Settlement and Release Agreement, each party shall be deemed to have released the other party from any and all liabilities, obligations, actions, suits, judgments, claims, causes of action, and demands arising from, in connection with or related to the claims asserted.

In connection with the Settlement and Release Agreement, the Company recorded a

gain in the amount of approximately $ 1.3 million for the nine months ended June 30, 2025, net of related expenses incurred, related to the balance of the indemnity holdback amount.

Wage and Hour Matter

4 unchanged sentences

Sanchez has put the Labor & Workforce Development Agency on notice to exhaust administrative remedies and enable her to bring an additional claim under the California Labor Code Private Attorneys General Act, which permits an employee to assert a claim for violations of certain California Labor Code provisions on behalf of all aggrieved employees to recover statutory penalties.

The parties agreed to mediation on October 30, 2024 in an effort to minimize litigation costs and seek an early reasonable resolution.

However, the mediation was postponed and is now set for June 2025.

The parties agreed to mediation and have exchanged materials relevant to a mediation that will be held in the Fall of 2025.

The Company is involved in various claims and lawsuits arising in the normal course of business.

10 unchanged sentences

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

For the Three Months Ended March 31, For the Six Months Ended March 31,

For the Three Months Ended June 30, For the Nine Months Ended June 30,

2025 2024 2025 2024

17 unchanged sentences

Corporate & Other 6 ( 1,929 ) ( 2,893 ) ( 6,042 )

Total operating income (loss) $ 2,092 $ ( 838 ) $ 2,854 $ 2,703

Total operating income $ 8,003 $ 1,131 $ 10,857 $ 3,834

Depreciation and amortization

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements