UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 20202021

OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                 to                

Commission file number 0-51813
lqdt-20210331_g1.jpg
 
LIQUIDITY SERVICES, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware 52-2209244
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
  
6931 Arlington Road, Suite 200, Bethesda, MD

 20814
(Address of Principal Executive Offices) (Zip Code)
 
(202) 467-6868
(Registrant’s Telephone Number, Including Area Code) 
 
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities registered to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.001 par valueLQDTNasdaq
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒
   
Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the issuer’s common stock, par value $0.001 per share, as of May 4, 20203, 2021 was34,020,716. 35,126,267.



INDEX
 
  Page
PART I. FINANCIAL INFORMATION 
Item 1.
43
3
4
5
6
76
87
98
Item 2.
2221
Item 3.
3431
Item 4.
3531
PART II. OTHER INFORMATION 
Item 1.
3632
Item 1A.
3632
Item 2.
32
3632

Item 6.
3833
3934

32
Table of Contents
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.
Liquidity Services, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands, Except Par Value)
March 31, 2020September 30, 2019March 31, 2021September 30, 2020
(Unaudited) (Unaudited)
AssetsAssets  Assets  
Current assets:Current assets:  Current assets:  
Cash and cash equivalentsCash and cash equivalents$41,816  $36,497  Cash and cash equivalents$87,613 $76,036 
Short-term investments10,000  30,000  
Accounts receivable, net of allowance for doubtful accounts of $291 and $2915,972  6,704  
Accounts receivable, net of allowance for doubtful accounts of $569 and $389Accounts receivable, net of allowance for doubtful accounts of $569 and $3895,731 5,322 
Inventory, netInventory, net8,491  5,843  Inventory, net13,124 5,607 
Prepaid taxes and tax refund receivablePrepaid taxes and tax refund receivable3,399  2,531  Prepaid taxes and tax refund receivable1,594 1,652 
Prepaid expenses and other current assetsPrepaid expenses and other current assets6,168  8,350  Prepaid expenses and other current assets6,843 5,962 
Total current assetsTotal current assets75,846  89,925  Total current assets114,905 94,579 
Property and equipment, net of accumulated depreciation of $12,682 and $10,56618,940  18,846  
Property and equipment, net of accumulated depreciation of $16,554 and $14,555Property and equipment, net of accumulated depreciation of $16,554 and $14,55517,341 17,843 
Operating lease assetsOperating lease assets10,437  —  Operating lease assets12,596 10,561 
Intangible assets, netIntangible assets, net5,417  6,043  Intangible assets, net4,110 4,758 
GoodwillGoodwill59,530  59,467  Goodwill59,986 59,839 
Deferred tax assetsDeferred tax assets836  866  Deferred tax assets777 806 
Other assetsOther assets11,066  12,136  Other assets7,868 8,248 
Total assetsTotal assets$182,072  $187,283  Total assets$217,583 $196,634 
Liabilities and stockholders’ equityLiabilities and stockholders’ equity  Liabilities and stockholders’ equity  
Current liabilities:Current liabilities:  Current liabilities:  
Accounts payableAccounts payable$19,166  $15,051  Accounts payable$36,904 $21,957 
Accrued expenses and other current liabilitiesAccrued expenses and other current liabilities17,214  28,794  Accrued expenses and other current liabilities21,727 19,124 
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities4,635  —  Current portion of operating lease liabilities4,058 3,818 
Distributions payable—  1,675  
Deferred revenueDeferred revenue2,960  3,049  Deferred revenue4,172 3,255 
Payables to sellersPayables to sellers21,366  20,253  Payables to sellers31,552 26,170 
Total current liabilitiesTotal current liabilities65,341  68,822  Total current liabilities98,413 74,324 
Operating lease liabilitiesOperating lease liabilities6,539  —  Operating lease liabilities9,421 7,499 
Deferred taxes and other long-term liabilities2,080  2,286  
Other long-term liabilitiesOther long-term liabilities2,811 2,996 
Total liabilitiesTotal liabilities73,960  71,108  Total liabilities110,645 84,819 
Commitments and contingencies (Note 11)00
Commitments and contingencies (Note 12)Commitments and contingencies (Note 12)00
Stockholders’ equity:Stockholders’ equity:  Stockholders’ equity:  
Common stock, $0.001 par value; 120,000,000 shares authorized; 33,988,798 shares issued and outstanding at March 31, 2020; 33,687,115 shares issued and outstanding at September 30, 201934  34  
Common stock, $0.001 par value; 120,000,000 shares authorized; 35,115,307 shares issued and outstanding at March 31, 2021; 34,082,406 shares issued and outstanding at September 30, 2020Common stock, $0.001 par value; 120,000,000 shares authorized; 35,115,307 shares issued and outstanding at March 31, 2021; 34,082,406 shares issued and outstanding at September 30, 202035 34 
Additional paid-in capitalAdditional paid-in capital244,527  242,686  Additional paid-in capital249,866 247,892 
Treasury stock, at cost; 1,587,199 shares at March 31, 2021 and 547,508 shares at September 30, 2020Treasury stock, at cost; 1,587,199 shares at March 31, 2021 and 547,508 shares at September 30, 2020(21,628)(3,983)
Accumulated other comprehensive lossAccumulated other comprehensive loss(8,443) (7,973) Accumulated other comprehensive loss(8,763)(9,782)
Accumulated deficitAccumulated deficit(128,006) (118,572) Accumulated deficit(112,572)(122,346)
Total stockholders’ equityTotal stockholders’ equity108,112  116,175  Total stockholders’ equity106,938 111,815 
Total liabilities and stockholders’ equityTotal liabilities and stockholders’ equity$182,072  $187,283  Total liabilities and stockholders’ equity$217,583 $196,634 
 
See accompanying notes to the unaudited consolidated financial statements.

43
Table of Contents
Liquidity Services, Inc. and Subsidiaries
Consolidated Statements of Operations
(Dollars in Thousands, Except Per Share Data)




Three Months Ended March 31,Six Months Ended March 31, Three Months Ended March 31,Six Months Ended March 31,
2020201920202019 2021202020212020
(Unaudited)(Unaudited)
RevenueRevenue$35,203  $37,355  $65,552  $73,090  Revenue$35,968 $35,203 $67,040 $65,552 
Fee revenueFee revenue17,621  19,445  36,776  37,763  Fee revenue25,818 17,621 50,498 36,776 
Total revenueTotal revenue52,824  56,800  102,328  110,853  Total revenue61,786 52,824 117,538 102,328 
Costs and expenses from operations:Costs and expenses from operations:   Costs and expenses from operations:   
Cost of goods sold (excludes depreciation and amortization)Cost of goods sold (excludes depreciation and amortization)26,619  24,807  50,795  49,763  Cost of goods sold (excludes depreciation and amortization)26,385 26,619 48,958 50,795 
Seller distributions—  2,775  —  5,399  
Technology and operationsTechnology and operations11,586  13,429  22,827  25,953  Technology and operations12,085 11,586 22,644 22,827 
Sales and marketingSales and marketing10,109  9,135  19,714  18,116  Sales and marketing8,910 10,109 18,018 19,714 
General and administrativeGeneral and administrative7,397  8,624  15,104  17,258  General and administrative6,892 7,397 13,902 15,104 
Depreciation and amortizationDepreciation and amortization1,577  1,165  3,149  2,369  Depreciation and amortization1,670 1,577 3,541 3,149 
Other operating (income) expenses(12) 1,350  181  1,555  
Other operating expenses (income)Other operating expenses (income)206 (12)210 181 
Total costs and expensesTotal costs and expenses57,276  61,285  111,770  120,413  Total costs and expenses56,148 57,276 107,273 111,770 
Loss from operations(4,452) (4,485) (9,442) (9,560) 
Income (loss) from operationsIncome (loss) from operations5,638 (4,452)10,265 (9,442)
Interest and other income, netInterest and other income, net(257) (451) (509) (770) Interest and other income, net(29)(257)(214)(509)
Loss before provision for income taxes(4,195) (4,034) (8,933) (8,790) 
Income (loss) before provision for income taxesIncome (loss) before provision for income taxes5,667 (4,195)10,479 (8,933)
Provision for income taxesProvision for income taxes43  328  501  594  Provision for income taxes407 43 704 501 
Net loss$(4,238) $(4,362) $(9,434) $(9,384) 
Basic and diluted loss per common share$(0.13) $(0.13) $(0.28) $(0.29) 
Basic and diluted weighted average shares outstanding33,624,889  32,987,608  33,584,844  32,896,890  
Net income (loss)Net income (loss)$5,260 $(4,238)$9,775 $(9,434)
Basic income (loss) per common shareBasic income (loss) per common share$0.16 $(0.13)$0.29 $(0.28)
Diluted income (loss) per common shareDiluted income (loss) per common share$0.15 $(0.13)$0.28 $(0.28)
Basic weighted average shares outstandingBasic weighted average shares outstanding33,491,395 33,624,889 33,332,417 33,584,844 
Diluted weighted average shares outstandingDiluted weighted average shares outstanding35,559,747 33,624,889 34,914,549 33,584,844 
 
See accompanying notes to the unaudited consolidated financial statements.

54
Table of Contents
Liquidity Services, Inc. and Subsidiaries
Consolidated Statements of Comprehensive LossIncome (Loss)
(Dollars in Thousands)




Three Months Ended March 31,Six Months Ended March 31, Three Months Ended March 31,Six Months Ended March 31,
2020201920202019 2021202020212020
(Unaudited)(Unaudited)
Net loss$(4,238) $(4,362) $(9,434) $(9,384) 
Net income (loss)Net income (loss)$5,260 $(4,238)$9,775 $(9,434)
Other comprehensive income (loss):Other comprehensive income (loss):    Other comprehensive income (loss):    
Foreign currency translationForeign currency translation(1,303) 198  (470) (229) Foreign currency translation123 (1,303)1,019 (470)
Other comprehensive income (loss)Other comprehensive income (loss)(1,303) 198  (470) (229) Other comprehensive income (loss)123 (1,303)1,019 (470)
Comprehensive loss$(5,541) $(4,164) $(9,904) $(9,613) 
Comprehensive income (loss)Comprehensive income (loss)$5,383 $(5,541)$10,794 $(9,904)
 
See accompanying notes to the unaudited consolidated financial statements.


65
Table of Contents
Liquidity Services, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity
(Dollars In Thousands)






Common Stock Common StockTreasury Stock
SharesAmountAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Accumulated
Deficit		Total SharesAmountAdditional
Paid-in
Capital		SharesAmountAccumulated
Other
Comprehensive
Loss		Accumulated
Deficit		Total
(Unaudited)(Unaudited)
Balance at September 30, 201933,687,115  $34  $242,686  $(7,973) $(118,572) $116,175  
Net loss—  —  —  —  (5,196) (5,196) 
Balance at September 30, 2020Balance at September 30, 202034,082,406 $34 $247,892 (547,508)$(3,983)$(9,782)$(122,346)$111,815 
Net incomeNet income— — — — — — 4,514 4,514 
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 283,164  —  2  —  —  2  Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 151,845 — 197 — — — — 197 
Taxes paid associated with net settlement of stock compensation awardsTaxes paid associated with net settlement of stock compensation awards(67,688) —  (498) —  —  (498) Taxes paid associated with net settlement of stock compensation awards(7,703)— (57)— — — — (57)
Forfeitures of restricted stock awardsForfeitures of restricted stock awards(15,000) —  —  —  —  —  Forfeitures of restricted stock awards(13,733)— — — — — — 0 
Common stock repurchasedCommon stock repurchased— — — (309,496)(4,103)— — (4,103)
Common stock surrendered in the exercise of stock optionsCommon stock surrendered in the exercise of stock options— — 169(9,384)(169)— — — 
Stock compensation expenseStock compensation expense—  —  1,121  —  —  1,121  Stock compensation expense— — 1,801 — — — — 1,801 
Foreign currency translationForeign currency translation—  —  —  833  —  833  Foreign currency translation— — — — — 896 — 896 
Balance at December 31, 201933,887,591  34  243,311  (7,140) (123,768) 112,437  
Net loss—  —  —  —  (4,238) (4,238) 
Balance at December 31, 2020Balance at December 31, 202034,212,815 $34 $250,002 (866,388)$(8,255)$(8,886)$(117,832)$115,063 
Net incomeNet income— — — — — — 5,260 5,260 
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock unitsExercise of stock options, grants of restricted stock awards, and vesting of restricted stock units111,272  —  32  —  —  32  Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units1,079,955 1 154 — — — — 155 
Taxes paid associated with net settlement of stock compensation awardsTaxes paid associated with net settlement of stock compensation awards(10,065) —  (60) —  —  (60) Taxes paid associated with net settlement of stock compensation awards(177,463)— (3,145)— — — — (3,145)
Common stock repurchasedCommon stock repurchased— — — (647,583)(12,040)— — (12,040)
Common stock surrendered in the exercise of stock optionsCommon stock surrendered in the exercise of stock options— — 1,333 (73,228)(1,333)— — 0 
Stock compensation expenseStock compensation expense—  —  1,244  —  —  1,244  Stock compensation expense— — 1,522 — — — — 1,522 
Foreign currency translationForeign currency translation(1,303) (1,303) Foreign currency translation— — — — — 123 — 123 
Balance at March 31, 202033,988,798  $34  $244,527  $(8,443) $(128,006) $108,112  
Balance at March 31, 2021Balance at March 31, 202135,115,307 $35 $249,866 (1,587,199)$(21,628)$(8,763)$(112,572)$106,938 


See accompanying notes to the unaudited consolidated financial statements.
76
Table of Contents
Liquidity Services, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars In Thousands)


 Six Months Ended March 31,
 20202019
(Unaudited)

Operating activities  
Net loss$(9,434) $(9,384) 
Adjustments to reconcile net loss to net cash used in operating activities:  
Depreciation and amortization3,149  2,369  
Stock compensation expense2,270  4,094  
Provision for doubtful accounts66  126  
Deferred tax provision362  81  
Gain on disposal of property and equipment(25) (6) 
Change in fair value of earnout liability200  1,400  
Changes in operating assets and liabilities:  
Accounts receivable666  (1,425) 
Inventory(2,648) (2,937) 
Prepaid and deferred taxes(869) (46) 
Prepaid expenses and other assets2,337  (352) 
Operating lease assets and liabilities(174) —  
Accounts payable4,116  (2,733) 
Accrued expenses and other current liabilities(10,060) 772  
Distributions payable(1,675) (521) 
Deferred revenue(88) 955  
Payables to sellers1,113  (3,838) 
Other liabilities(1,443) (143) 
Net cash used in operating activities(12,137) (11,588) 
Investing activities  
Increase in intangibles(48) (14) 
Purchases of property and equipment, including capitalized software(2,834) (2,989) 
Proceeds from sales of property and equipment36  24  
Proceeds from promissory note2,554  —  
Purchases of short-term investments(25,000) (30,000) 
Maturities of short-term investments45,000  20,000  
Net cash (used in) provided by investing activities19,708  (12,979) 
Financing activities  
Payments of the principal portion of finance lease liabilities(17) —  
Taxes paid associated with net settlement of stock compensation awards(558) —  
Proceeds from exercise of stock options34  124  
Payment of earnout liability related to business acquisition(1,200) —  
Net cash (used in) provided by financing activities(1,741) 124  
Effect of exchange rate differences on cash and cash equivalents(511) (83) 
Net decrease in cash and cash equivalents5,319  (24,526) 
Cash and cash equivalents at beginning of period36,497  58,448  
Cash and cash equivalents at end of period$41,816  $33,922  
Supplemental disclosure of cash flow information  
Cash paid for income taxes, net$177  $558  

 Six Months Ended March 31,
 20212020
(Unaudited)
Operating activities  
Net income (loss)$9,775 $(9,434)
Adjustments to reconcile net loss to net cash used in operating activities:  
Depreciation and amortization3,541 3,149 
Stock compensation expense3,990 2,270 
Provision for doubtful accounts175 66 
Deferred tax provision64 362 
Loss (gain) on disposal of property and equipment44 (25)
Change in fair value of earnout liability0 200 
Impairment of long-lived assets203 0 
Changes in operating assets and liabilities:  
Accounts receivable(594)666 
Inventory(7,517)(2,648)
Prepaid and deferred taxes57 (869)
Prepaid expenses and other assets(1,358)2,337 
Operating lease assets and liabilities(52)(174)
Accounts payable14,947 4,116 
Accrued expenses and other current liabilities2,003 (10,060)
Distributions payable0 (1,675)
Deferred revenue916 (88)
Payables to sellers5,383 1,113 
Other liabilities(262)(1,443)
Net cash provided by (used in) operating activities31,315 (12,137)
Investing activities  
Increase in intangibles(21)(48)
Purchases of property and equipment, including capitalized software(2,418)(2,834)
Proceeds from sales of property and equipment35 36 
Proceeds from promissory note824 2,554 
Purchases of short-term investments0 (25,000)
Maturities of short-term investments0 45,000 
Net cash (used in) provided by investing activities(1,580)19,708 
Financing activities  
Payments of the principal portion of finance lease liabilities(17)(17)
Taxes paid associated with net settlement of stock compensation awards(3,202)(558)
Proceeds from exercise of stock options351 34 
Payment of earnout liability related to business acquisition0 (1,200)
Common stock repurchased(16,143)0 
Net cash used in financing activities(19,011)(1,741)
Effect of exchange rate differences on cash and cash equivalents853 (511)
Net increase in cash and cash equivalents11,577 5,319 
Cash and cash equivalents at beginning of period76,036 36,497 
Cash and cash equivalents at end of period$87,613 $41,816 
Supplemental disclosure of cash flow information  
Cash paid for income taxes, net$508 $177 
Non-cash: Common stock surrendered in the exercise of stock options$1,502 $0 
See accompanying notes to the unaudited consolidated financial statements.
87
Table of Contents
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements

1.    Organization

Liquidity Services, Inc. (the Company) operates a network of ecommercee-commerce marketplaces that power the circular economy which benefits businesses, society, and the environment through the safe and effective resale and redeployment of surplus assets; reducing waste, carbon emissions and transportation costs; and by creating markets for items that would otherwise be landfilled. The Company's marketplaces enable buyers and sellers to transact in an efficient, automated environment offering ooverver 500 600 product categories. The Company’s marketplacescategories and provide professional buyers access to a global, organized supply of new, surplussurplus and scrapidle assets presented with digital images and other relevant product information. Additionally, the Company enablesThe Company's marketplaces enable corporate and government sellers to enhance their financial return on offered assets by providing a liquid marketplace and value-added services that encompass the consultative management, valuation and sale of surplus assets. The Company's services include program management, valuation, asset management, reconciliation, refurbishment and recycling, fulfillment, marketing and sales, warehousing and transportation, buyer support, compliance and risk mitigation, as well as self-directed service tools for its sellers. The Company organizes the products on its marketplaces into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, heavy equipment, fleet and transportation equipment and specialty equipment. Currently, theThe Company’s marketplaces are: www.allsurplus.com, www.liquidation.com, www.govdeals.com, www.networkintl.com, www.secondipity.com, and www.go-dove.com. The Company also operates a global search engine for listing used machinery and equipment for sale at www.machinio.com. The Company has 4 reportable segments: GovDeals, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), and Machinio. See Note 12 in the Notes to the Consolidated Financial Statements13 for Segment Information.

The Company's operations are subject to certain risks and uncertainties, many of which are associated with technology-oriented companies, including, but not limited to, the Company's dependence on use of the Internet; the effect of general business and economic trends, including the extent and duration of travel restrictions and the COVID-19 pandemic;pandemic's impact on current and future macroeconomic conditions; the Company's susceptibility to rapid technological change; actual and potential competition by entities with greater financial and other resources; and the potential for the commercial sellers from which the Company derives a significant portion of its inventory to change the way they conduct their disposition of surplus assets or to otherwise terminate or not renew their contracts with the Company.

2.     Summary of Significant Accounting Policies

Unaudited Interim Financial Information
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information.information and the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal, recurring adjustments considered necessary for a fair presentation, have been included.included, and intercompany transactions and accounts have been eliminated in consolidation. The information disclosed in the notes to the consolidated financial statements for these periods is unaudited. Operating results for the three and six months ended March 31, 20202021 are not necessarily indicative of the results that may be expected for the year ending September 30, 20202021 or for any future period. 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. For the three and six months ended March 31, 2020,2021, these estimates required the Company to make assumptions about the extent and duration of travel restrictions and the impact of the COVID-19 pandemic on macroeconomic conditions and, its impacts onin turn, the Company's results of operations. As there isremains uncertainty associated with the COVID-19 pandemic, the Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates.

Leases

The Company adopted Accounting Standards Codification (ASC) Topic 842, Leases (ASC 842) effective October 1, 2019. As a result of adopting ASC 842, there have been significant changes to the Company's lease accounting policy from the disclosures in the Company’s Annual Report on Form 10-K for the year ended September 30, 2019. These changes are described below.

The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the contract provides the right to control the use of an identified asset for a period of time.

Lease assets and liabilities are recognized at the lease commencement date at an amount equal to the present value of the lease payments to be made over the lease term. The lease payments represent the combination of lease and nonlease components. The discount rate used to determine the present value is the Company’s incremental borrowing rate for a duration that is
9
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


consistent with the lease term, as the rates implicit in the Company’s leases are generally not determinable. The Company’s incremental borrowing rate is estimated using publicly-available information for companies with comparable financial profiles, adjusted for the impact of collateralization. The lease term includes the impacts of options to extend or terminate the lease only if it is reasonably certain that the option will be exercised.

Lease expense related to operating lease assets and liabilities is recognized on a straight-line basis over the lease term. Lease expense related to finance lease assets is recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term, while lease expense related to finance lease liabilities is recognized using the interest method. Lease-related payments not included in the determination of the lease assets and liabilities, such as variable lease payments, are expensed as incurred.

Lease assets and liabilities are not recognized when the lease term is 12 months or less, however, short-term lease expense is still recognized on a straight-line basis over the lease term.

Balances related to the Company's finance leases are included with Other assets (finance lease assets), Accrued expenses and other liabilities (current portion of finance lease liabilities), and Deferred taxes and other long-term liabilities (non-current portion of finance lease liabilities).

Lease assets are assessed for impairment in accordance with the Company’s accounting policy for the impairment of long-lived assets.

Contract Assets and Liabilities

Contract assets reflect an estimate of expenses that will be reimbursed upon settlement with a seller. The contract asset balance was $0.30.5 million as of March 31, 20202021 and $0.3$0.4 million as of September 30, 20192020 and is included in the line item Prepaid expenses and other current assets on the Consolidated Balance Sheets.

8
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


Contract liabilities reflect obligations to provide services for which the Company has already received consideration, and generally arise from up-front payments received in connection with Machinio's subscription services. The contract liability balance was $3.0$4.2 million as of March 31, 20202021 and $3.0$3.3 million as of September 30, 2019,2020, and is included in the line item Deferred revenue on the Consolidated Balance Sheets. Of the September 30, 20192020 contract liability balance, $2.3$2.4 million was earned as Fee revenue during the six months ended March 31, 2020.2021.

The $3.0 million contract liability balanceFor the Company's Machinio business segment, performance obligations are satisfied over time as the Company provides the services over the term of the subscription. At March 31, 2020 also represents2021, the Company'sMachinio business segment had a remaining performance obligations related to contracts with customers that are one year or greater in duration. Theobligation of $4.2 million; the Company expects to recognize the substantial majority of that amount as Fee revenueRevenue over the next 12 months.

Contract Costs

Contract costs relate to sales commissions paid on subscription contracts that are capitalized. Contract costs are amortized over the expected life of the customer contract. The contract cost balance was $0.5was $1.3 million asas of March 31, 20202021 and $0.5$0.7 million as of September 30, 20192020 and is included in the line item Prepaid expenses and other current assets and Other assets on the Consolidated Balance Sheet. Amortization expense was immaterial$0.2 million and $0.3 million during the three and six months ended March 31, 20202021 and 2019.was $0.1 million and $0.2 million during the three and six months ended March 31, 2020.

Other Assets - Promissory Note

On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (Tanager). In connection with the disposition, Tanager assumed certain liabilities related to the Jacobs Trading business. Tanager issued a $12.3 million five-yearfive-year interest-bearing promissory note to the Company.

On October 10, 2019, the Company entered into a Forbearance Agreement and Amendment to Note, Security Agreement and Guaranty Agreement (the "Forbearance Agreement") with Tanager (now known as Jacobs Trading, LLC) and certain of its affiliates (collectively, "JTC"). In exchange for additional collateral, security, and a higher interest rate, the Company granted JTC a new repayment schedule that requires quarterly payments to be made from August 2020 to August 2023. Upon execution of the Forbearance Agreement, JTC repaid $2.5 million in principal, plus $0.4 million in accrued interest. JTC has the opportunity to prepay the full amount remaining before May 15, 2020 at a $0.5 million discount. Of the $12.3 million owed to thethe Company, $6.6$7.7 million has been repaid as of March 31, 2020.

10
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


The Company considered the terms of the Forbearance Agreement and the cash flows expected to be received from JTC under the new repayment schedule in concluding that it remains probable that the Company will collect the amounts due to the Company as of March 31, 2020 and that no impairment loss has been incurred.2021. Of the $5.7$4.6 million in principal outstanding at March 31, 2020, $4.62021, $2.9 million iswas recorded in Other assets, and $1.1$1.7 million is recorded in Prepaid expenses and other current assets based on the scheduled repayment dates.

Risk Associated with Certain Concentrations

The Company does not perform credit evaluations forFor the majority of its buyers.buyers that receive goods before payment to the Company is made, credit evaluations are performed. However, most salesfor the remaining buyers, goods are recorded subsequent tonot shipped before payment authorization being received. Asis made, and as a result the Company is not subject to significant collection risk as most goods are not shipped before payment is received.from those buyers.

For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalfbehalf. The funds are included in Payables to sellersCash and cash equivalents on the Consolidated Balance Sheets. The Company releases the funds to the seller, less the Company's commission and other fees due, to the seller through Accounts payable after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cashCash in banks over FDICand cash equivalent money market funds in accounts which may at times exceed federally insured limits certificates of deposit, accounts receivable,(FDIC and/or SIPC), and the promissory note.Accounts receivable. The Company deposits its Cash and acquires cash equivalent money market funds with financial institutions that the Company considers to be of high credit quality.

The Company's RSCG segmentAdditionally, the Company has multiple vendor contracts with Amazon.com, Inc. under which the RSCG segmentit acquires and sells commercial merchandise. TransactionsThe property purchased under these contracts representedthis contract represented 61.2% and 55.3% and 49.4% of consolidated Cost of goods sold for the three months ended March 31, 20202021 and 2019,2020, respectively, and 51.9%60.6% and 44.9%51.9% of consolidated Cost of goods sold for the six months ended March 31, 2021 and 2020, and 2019, respectively. These contracts are included within the RSCG segment.

During the three and six months ended March 31, 2019, the Company had 1 material vendor contract with the Department of Defense (DoD) under which its CAG segment acquired, managed and sold government property: the Scrap Contract, which concluded on September 30, 2019. Sales of property acquired under the Scrap Contract accounted for 7.6% and 7.6% of the Company's consolidated revenues for the three and six months ended March 31, 2019, respectively.

Earnings per Share
For the three and six months ended March 31, 2020 and 2019, basic and diluted weighted average common shares were the same because the Company operated at a net loss in both periods, causing any inclusion of potentially dilutive securities in the computation of diluted net income (loss) per share to be anti-dilutive. See Note 7 for the amounts of outstanding stock options, restricted stock awards and restricted stock units that could potentially dilute net income (loss) per share in the future.

Recent Accounting Pronouncements
 
Accounting Standards Adopted

On October 1, 2019, the Company adopted ASC 842 using the modified retrospective transition method. Prior periods have not been restated. To perform the adoption, the Company elected several practical expedients, including the package of practical expedients to not reassess prior conclusions on whether a contract is or contains a lease, lease classification, and initial direct costs. The Company also elected to combine both the lease and non-lease components as a single component to be accounted for as a lease, to not recognize lease assets or liabilities for leases with initial lease terms of 12 months or less, and to not use hindsight when determining the lease term.

Upon adoption, the Company recognized $11.3 million of operating lease assets and $12.2 million of operating lease liabilities. The Company does not have significant finance lease assets and liabilities. No cumulative-effect adjustment to opening retained earnings was required. No material impacts were noted on the Consolidated Statements of Operations or Consolidated Statements of Cash Flows. Refer to Note 3 for additional details on the Company’s leases.

On October 1, 2019, the Company adopted ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. As the Company had no stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017, no election to reclassify stranded tax effects from Accumulated other comprehensive to Retained earnings was made.

119
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


On October 1, 2020, the Company adopted ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. The Company also adoptedhas not identified any significant impacts as a result of adoption of this ASU, however, material impacts could be experienced if and when the following ASU 2018-07, Improvements to Nonemployee Share-based Payment Accounting, duringCompany implements cloud computing arrangements in the six months ended March 31, 2020. It did not have a significant impact on the consolidated financial statements or the related footnote disclosures.future.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), or ASC 326. ASC 326, including all amendments and related guidance, was designed to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit. ASC 326 will require estimation of expected credit losses using a methodology that takes into consideration a broad range of reasonable and supportable information. The guidance will be effective for the Company beginning on October 1, 2023 and will be applied on a modified-retrospective basis, with any cumulative-effect adjustment recorded to retained earnings on the adoption date. The Company is in the process of evaluating the impact ASC 326 will have on its consolidated financial statements and expects to estimate credit losses on its financial assets such as its Accounts receivable, Short-term investments,money market funds and promissory note. While the Company has not experienced significant credit losses historically, the materiality of the impact of adoption will depend on events and conditions as of the date of adoption, which cannot be determined conclusively at this time.

In August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement with the requirement for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU will become effective for the Company beginning October 1, 2020. The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 seeks to improve the consistent application of and simplify the guidance for the accounting for income taxes. The ASU removes certain exceptions to the general principals in ASC 740, Income Taxes, and clarifies and amends other existing guidance. The ASU will become effective for the Company beginning October 1, 2021. The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements.


3.     Earnings per Share
Basic net income per share is computed by dividing net income for the period by the weighted average number of shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The calculation of diluted net income per share excludes all anti-dilutive common shares.

The computation of basic and diluted net income per share is as follows:


Three Months Ended March 31,Six Months Ended March 31,
2021202020212020
Numerator:
Net income (loss)$5,260 $(4,238)$9,775 $(9,434)
Denominator:
Basic weighted average shares outstanding33,491,395 33,624,889 33,332,417 33,584,844 
Dilutive impact of stock options, RSUs and RSAs2,068,352 0 1,582,132 0 
Diluted weighted average shares outstanding35,559,747 33,624,889 34,914,549 33,584,844 
Basic income (loss) per common share$0.16 $(0.13)$0.29 $(0.28)
Diluted income (loss) per common share$0.15 $(0.13)$0.28 $(0.28)
Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive
367,539 5,051,829 969,089 5,051,829 







12
10
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)



3.4.    Leases

The Company has operating leases for its corporate offices, warehouses, vehicles and equipment. The operating leases have remaining terms of up to 5.4 years. to 5.2 years. Some of the leases have options to extend or terminate the leases. The exercise of such options is generally at the Company’s discretion. The lease agreements do not contain any significant residual value guarantees or restrictive covenants. The Company also subleases excess corporate office space. The Company's finance leases and related balances are not significant.

The components of lease expense are:
(in thousands)Three months ended March 31, 2020Six months ended March 31, 2020
Finance lease – lease asset amortization$16  $37  
Finance lease – interest on lease liabilities5  12  
Operating lease cost1,344  2,680  
Short-term lease cost23  44  
Variable lease cost (1)
420  751  
Sublease income(20) (139) 
Total net lease cost$1,788  $3,385  

Three Months Ended March 31,Six Months Ended March 31,
(in thousands)2021202020212020
Finance lease – lease asset amortization$16 $16 $32 $37 
Finance lease – interest on lease liabilities5 5 10 12 
Operating lease cost1,249 1,344 2,655 2,680 
Operating lease impairment expense172 0 172 0 
Short-term lease cost47 23 121 44 
Variable lease cost (1)
455 420 818 751 
Sublease income(30)(20)(106)(139)
Total net lease cost$1,914 $1,788 $3,702 $3,385 
(1) Variable lease costs primarily relate to the Company's election to combine non-lease components such as common area maintenance, insurance and taxes related to its real estate leases. To a lesser extent, the Company's equipment leases have variable costs associated with usage and subsequent changes to costs based upon an index.

Maturities of lease liabilities are:

March 31, 2020March 31, 2021
(in thousands)(in thousands)Operating LeasesFinance Leases(in thousands)Operating LeasesFinance Leases
Remainder of 2020$2,736  $28  
202120213,932  56  2021$2,511 $28 
202220222,594  55  20224,318 55 
202320231,864  56  20233,406 56 
20242024919  56  20242,366 56 
202520251,846 55 
ThereafterThereafter348  105  Thereafter822 50 
Total lease payments (1)
Total lease payments (1)
$12,393  $356  
Total lease payments (1)
$15,269 $300 
Less: imputed interest (2)
Less: imputed interest (2)
(1,219) (72) 
Less: imputed interest (2)
(1,790)(52)
Total lease liabilitiesTotal lease liabilities$11,174  $284  Total lease liabilities$13,479 $248 

(1) The weighted average remainingremaining lease termterm is 3.13.8 years for operating leases and 6.3 years5.3 years for finance leases.
(2) The weighted average discount rate is 6.4%6.6% for operating leases and 7.5% for finance leases.

Supplemental disclosures of cash flow information related to leases are:

(in thousands)Six Months Ended
March 31, 2020
Cash paid for amounts included in operating lease liabilities$2,506 
Cash paid for amounts included in finance lease liabilities17 
Non-cash: lease liabilities arising from new operating lease assets obtained (1)
12,188 
Non-cash: lease liabilities arising from new finance lease assets obtained10 
Non-cash: adjustments to lease assets and liabilities1,675 
(1)Amount includes $12.2 million of lease liabilities recognized upon the adoption of ASC 842 on October 1, 2019 (see Note 2).
Six Months Ended March 31,
(in thousands)20212020
Cash paid for amounts included in operating lease liabilities$2,251 $2,506 
Cash paid for amounts included in finance lease liabilities17 17 
Non-cash: lease liabilities arising from new operating lease assets obtained (1)
885 12,188 
Non-cash: lease liabilities arising from new finance lease assets obtained0 10 
Non-cash: adjustments to lease assets and liabilities3,286 1,675 
1311
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


4.(1)Six months ended March 31, 2020 amount includes $12.2 million of lease liabilities recognized upon the adoption of ASC 842 on October 1, 2019.

5.    Goodwill
 
The following table presentscarrying value and changes in the carrying amountvalue of goodwill byattributable to each reportable segment:segment were as follows:
(in thousands)(in thousands)CAGGovDealsMachinioTotal(in thousands)CAGGovDealsMachinioTotal
Balance at September 30, 2018$21,530  $23,731  $14,558  $59,819  
Translation adjustments(352) —  —  (352) 
Balance at September 30, 2019Balance at September 30, 2019$21,178  $23,731  $14,558  $59,467  Balance at September 30, 2019$21,178 $23,731 $14,558 $59,467 
Translation adjustmentsTranslation adjustments63  —  —  63  Translation adjustments372 0 0 372 
Balance at March 31, 2020$21,241  $23,731  $14,558  $59,530  
Balance at September 30, 2020Balance at September 30, 2020$21,550 $23,731 $14,558 $59,839 
Translation adjustmentsTranslation adjustments147 0 0 147 
Balance at March 31, 2021Balance at March 31, 2021$21,697 $23,731 $14,558 $59,986 

Goodwill is tested for impairment at the beginning of the fourth quarter and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable. The Company did not identify any indicators of impairment that required an interim impairment test during the three and six months ended March 31, 2021.

DuringThe Company has continued to evaluate the impact of the COVID-19 pandemic on the recoverability of its goodwill. As there have been favorable developments in the factors that previously indicated an interim goodwill impairment test was necessary during the prior fiscal year, the Company did not identify any indicators of impairment that required an interim goodwill impairment test during the three and six months ended March 31, 2021.

6.    Intangible Assets
Intangible assets consist of the following:  
  March 31, 2021September 30, 2020
(dollars in thousands)Useful
Life
(in years)		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Contract intangibles6$3,100 $(1,421)$1,679 $3,100 $(1,162)$1,938 
Technology52,700 (1,485)1,215 2,700 (1,215)1,485 
Patent and trademarks7 - 102,350 (1,134)1,216 2,329 (994)1,335 
Total intangible assets $8,150 $(4,040)$4,110 $8,129 $(3,371)$4,758 
Future expected amortization of intangible assets at March 31, 2021, is as follows: 

(in thousands)Expected Amortization Expense
Years ending September 30,
Remainder of 2021$668 
20221,330 
20231,186 
2024647 
2025279 
Total$4,110 
Intangible asset amortization expense was $0.3 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively and $0.7 million and $0.7 million for the Company identified factors associated with the COVID-19 pandemic that indicated that an interim goodwill impairment test was necessary. These factors included a deterioration of macroeconomic conditions, near-term declines in the Company's results of operations as a result of "shelter-in-place" orderssix months ended March 31, 2021 and other related measures, and a decline in the Company's market capitalization.

For the interim goodwill impairment test, the Company performed a fair-value based test for all reporting units with goodwill balances. The fair value of each reporting unit was determined using a discounted cash flow (DCF) analysis. The DCF analysis relied on significant assumptions and judgments about the forecasted future cash flows over the five-year projection period, including revenues, gross profit margins, operating expenses, income taxes, capital expenditures, working capital, and an estimate of the impact and duration of COVID-19 on those factors. These forecasts of future cash flows represent the Company's best estimate using information that is currently available. However, given the uncertainty associated with the COVID-19 pandemic, including its extent and duration, actual results could differ significantly from those estimates. The DCF analysis also used included significant assumptions and judgments about long-term growth rates and discount rates.2020, respectively.

The fair valueCompany has continued to evaluate the impact of the GovDeals reporting unit is substantially in excessCOVID-19 pandemic on the recoverability of its carrying value.long-lived assets. The fair valueCompany has not identified indicators of impairment requiring an interim impairment test on material long-lived assets during the CAGthree and Machinio reporting units exceeded their carrying values by 21% and 12%, respectively. NaN impairment charge was recorded as a result of the interim goodwill impairment test.six months ended March 31, 2021.

12
5. Intangible Assets
The components of intangible assets are as follows:  
  March 31, 2020September 30, 2019
(dollars in thousands)Useful
Life
(in years)		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Contract intangibles6$3,100  $(904) $2,196  $3,100  $(646) $2,454  
Technology52,700  (945) 1,755  2,700  (675) 2,025  
Patent and trademarks7 - 102,321  (855) 1,466  2,276  (712) 1,564  
Total intangible assets $8,121  $(2,704) $5,417  $8,076  $(2,033) $6,043  
14
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


The remaining intangible assets balance at March 31, 2020 is expected to be amortized as follows: 

(in thousands)Expected Amortization Expense
Years ending September 30,
Remainder of 2020$670  
20211,335  
20221,327  
20231,183  
2024645  
2025 and thereafter257  
Total$5,417  
Intangible asset amortization expense was $0.3 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively and $0.7 million and $0.7 million for the six months ended March 31, 2020 and 2019, respectively.

The factors associated with the COVID-19 pandemic discussed in Note 4 also indicated that an interim long-lived asset impairment test was necessary during the three months ended March 31, 2020. For each asset group, the Company performed an undiscounted cash flow analysis that relies on significant assumptions and judgments surrounding the forecasts of future cash flows over each asset group's projection period. These forecasts of future cash flows represent the Company's best estimate using information that is currently available. However, given the significant uncertainty associated with the COVID-19 pandemic, including its extent and duration, actual results could differ significantly from those estimates.

For each asset group, the undiscounted cash flows exceeded the asset group's carrying value. NaN impairment charge was recorded as a result of the interim long-lived asset impairment test.

6.7.    Income Taxes

The Company’s interim effective income tax rate is based on management’s best current estimate of the Company's expected annual effective income tax rate. The Company recorded a pre-tax lossincome in the first six months of fiscal year 20202021 and its corresponding effective tax rate is 6.7% compared to (5.6%). for the first six months of fiscal year 2020. The change in the effective tax rate for the six months ended March 31, 2021 as compared to the same period in the prior year was primarily due to state and foreign taxes. Tax expense in the six months ended March 31, 20202021 is due to state and foreign taxes paid. The effective tax rate differed from the U.S. statutory federal rate of 21% primarily as a result of the valuation allowance charge on current yearutilization of net operating losses and the impact of foreign, state, and local income taxes and permanent tax adjustments.

The Company applies the authoritative guidance related to uncertainty in income taxes. ASC Topic 740, Income Taxes, states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of technical merits. The Company identified no new uncertain tax positions during the six months ended March 31, 2020.2021. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions, primarily Canada and the United Kingdom. As of March 31, 2020,2021, none of the Company's federal or state income tax returns are under examination, however, we remain subject to examination for certain of our foreign income tax returns. The Company has no open income tax examinations in the U.S. and the statute of limitations for U.S. federal income tax returns for years prior to fiscal 20162017 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal 2016year 2017 may be adjusted upon examination by tax authorities if they are utilized. The Company's Hong Kong subsidiary is currently under examination for fiscal years 2015 through 2017.

On March 27, 2020, theThe Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”)(CARES Act) was signed into law.enacted in response to the COVID-19 pandemic. The CARES Act, provides opportunitiesamong other things, accelerates the recovery of alternative minimum tax (AMT) credits into fiscal year 2020. During fiscal year 2020, the Company recovered its full AMT refund of $1.7 million. Prior to the CARES Act, the Company’s AMT credits were recoverable in fiscal years 2021 through 2023. The CARES Act also permits net operating loss (NOL) carryovers and carrybacks to offset 100% of taxable income for additional liquidity, loan guarantees,taxable years beginning before 2021. In addition, NOLs incurred in fiscal years 2019, 2020, and other government programs2021 may be carried back to support companies affected byeach of the COVID-19 pandemic and their employees. Based on our preliminary analysisfive preceding taxable years to generate a refund of previously paid income taxes. The Company is currently evaluating the impact of the CARES Act, we dobut at present does not expect the NOL provisions of the CARES Act to result in a significant impact to our consolidated financial statements.material cash benefit.

8.    Stockholders’ Equity

The changes in stockholders’ equity for the prior year comparable period is as follows:

 Common Stock
(dollars in thousands)SharesAmountAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Accumulated
Deficit		Total
Balance at September 30, 201933,687,115 $34 $242,686 $(7,973)$(118,572)$116,175 
Net loss— — — — (5,196)(5,196)
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units283,164 — 2 — — 2 
Taxes paid associated with net settlement of stock compensation awards(67,688)— (498)— — (498)
Forfeitures of restricted stock awards(15,000)— — — — 0 
Stock compensation expense— — 1,121 — — 1,121 
Foreign currency translation— — — 833 0 833 
Balance at December 31, 201933,887,591 $34 $243,311 $(7,140)$(123,768)$112,437 
Net loss— — — — (4,238)(4,238)
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units111,272 — 32 — — 32 
Taxes paid associated with net settlement of stock compensation awards(10,065)— (60)— — (60)
Stock compensation expense— — 1,244 — — 1,244 
Foreign currency translation— — — (1,303)0 (1,303)
Balance at March 31, 202033,988,798 $34 $244,527 $(8,443)$(128,006)$108,112 

1513
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


7. Stockholders’ Equity

The changes in stockholders’ equity for the prior year comparable period is as follows:

 Common Stock
(dollars in thousands)SharesAmountAdditional
Paid-in
Capital		Accumulated
Other
Comprehensive
Loss		Accumulated
Deficit		Total
Balance at September 30, 201832,774,118  $33  $236,115  $(6,449) $(100,045) $129,654  
Cumulative adjustment related to the adoption of ASC 606—  —  —  —  730  730  
Net loss—  —  —  —  (5,022) (5,022) 
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units          409,060  —  8  —  —  8  
Stock compensation expense—  —  1,556  —  —  1,556  
Foreign currency translation—  —  —  (427) —  (427) 
Balance at December 31, 201833,183,178  $33  $237,679  $(6,876) $(104,337) $126,499  
Net loss—  —  —  —  (4,362) (4,362) 
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units197,642  —  116  —  —  116  
Stock compensation expense—  —  2,011  —  —  2,011  
Forfeitures of restricted stock awards(33,163) —  —  —  —  —  
Foreign currency translation—  —  —  198  3  201  
Balance at March 31, 201933,347,657  $33  $239,806  $(6,678) $(108,696) $124,465  

Stock Compensation Incentive Plans

DuringThe Company has several incentive plans under which stock options, restricted stock units (RSUs), restricted stock awards (RSAs), and cash-settled stock appreciation rights (SARs) have been issued, including the quarter ended March 31, 2020, the Company's shareholders approved an amendment and restatement to its SecondThird Amended and Restated 2006 Omnibus Long-Term Incentive Plan, (the Third Amendedas amended, and Restated 2006 Omnibus Long-Term Incentive Plan)a plan and private placement issuances related to increase the numberCompany’s acquisition of Machinio. As of March 31, 2021, the Company has reserved at total of 19,100,000 shares of its common stock for exercises of stock options, vesting of RSUs, and grants of RSAs under these plans. Vesting of RSUs and grants of RSAs count as 1.5x shares against the plan reserves. As of March 31, 2021, 1,865,347 shares of common stock reservedremained available for issuance from 16,300,000 to 19,100,000.use.

Stock Compensation Expense

Stock-basedThe table below presents the components of share-based compensation expense was $2.3 million for the six months ended March 31, 2020, which included $2.4 million of expense related to equity-classified stock options and RSUs & RSAs (restricted stock units and awards) and a $0.1 million benefit related to liability-classified SARs (cash-settled stock appreciation rights).(in thousands):

16
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)
Three Months Ended March 31,Six Months Ended March 31,
2021202020212020
Equity-classified awards:
Stock options$844 $561 $1,729 $977 
RSUs & RSAs678 683 1,594 1,389 
Total equity-classified awards$1,522 $1,244 $3,323 $2,366 
Liability-classified awards:
SARs239 (13)667 (96)
Total stock compensation expense:$1,761 $1,231 $3,990 $2,270 


Stock Options and RSUs & RSAs

The following table presents stock option and RSUs & RSAs grant activity:

Six Months Ended
March 31, 20202021
Stock Options granted:
Options containing only service conditions:415,719558,673 
Weighted average exercise price$6.8210.69 
Weighted average grant date fair value$2.724.49 
Options containing performance or market conditions:402,800549,600 
Weighted average exercise price$6.8210.51 
Weighted average grant date fair value$2.624.35 
RSUs & RSAs granted:
RSUs & RSAs containing only service conditions:310,493139,945 
Weighted average grant date fair value$5.9213.48 
RSUs & RSAs containing performance or market conditions:173,600139,600 
Weighted average grant date fair value$4.499.43 

The stock options and RSUs & RSAs containing only service conditions will vest over a four yearfour-year service period. The stock options and RSUs & RSAs containing performance conditions will vest upon the achievement of specified financial targets of the Company or its business units. The stock options and RSUs & RSAs containing market conditions will vest upon the achievement of specified increases in the Company’s share price. Vesting is measured the first day of each fiscal quarter over the four-yearfour-year terms of the awards, starting with the first fiscal quarter after the first anniversary of the grant date, based upon the trailing 20-days average of the Company’s share price.

14
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


The range of assumptions used to determine the fair value of stock options containing only service conditions using the Black-ScholesBlack-Scholes option-pricing model during the six months ended March 31, 2020 include a dividend yield of 0.0%, expected volatility rates of 46.5% to 51.0%, risk-free interest rates of 0.5% to 1.5%, and expected terms o2021 were as follows:
f 4.6 to 7.4 years.
Six Months Ended
March 31, 2021
Dividend yield0 
Expected volatility51.0% - 55.9%
Risk-free interest rate0.4% - 0.8%
Expected term4.6 - 7.6 years


The range of assumptions used to determine the fair value of stock options and RSUs & RSAs containing market conditions using Monte Carlo simulations during the six months ended March 31, 2020 include a dividend yield of 0.0%, expected volatility rates of 46.7% to 51.2%, risk-free interest rates of 1.5% to 1.7%, and expected holding period (% of remaining term for stock options only) of 30.7% to 100%.2021 were as follows:

Six Months Ended
March 31, 2021
Dividend yield0 
Expected volatility51.6% - 54.6%
Risk-free interest rate0.3% - 0.9%
Expected holding period (% of remaining term)31.7% - 100.0%

SARs

During the threesix months ended March 31, 2020,2021, the Company did 0t issue any SARs, 225,26738,434 SARs were exercised requiring the Company to make cash payments of $0.6$0.3 million, and 29,81573,681 SARs were canceled. As of March 31, 2020, 178,5002021, 48,695 SARs were outstanding.

Share Repurchase Program

We are authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash.

As of the fiscal year ended September 30, 2020, we had $6.1 million of remaining share repurchase authorization. On March 8, 2021, our Board of Directors authorized an additional $10 million of share repurchases of the Company's outstanding shares of common stock through March 31, 2023.

The Company did 0t repurchaserepurchased 647,583 shares for $12.0 million and 957,079 shares for $16.1 million under this program during the three and six months ended March 31, 2020 or 2019. 2021, respectively. As of March 31, 2020,2021, the Company has $10.1 million ofhad no remaining authorization to repurchase shares under itsthis program. On May 3, 2021, the Company's Board of Directors authorized the repurchase of up to $15 million of the Company's outstanding shares of common stock through June 30, 2023.

Other Share Repurchases

Separate from the share repurchase program.program, our stock incentive plans allow for participants to exercise stock options by surrendering shares of common stock equivalent in value to the exercise price due. During the three and six months ended March 31, 2021, participants surrendered 73,228 and 82,612 shares of common stock in the exercise of stock options, respectively. Any shares surrendered to the Company in this manner are not available for future grant.

1715
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


8.9.    Fair Value Measurement

The Company measures and records certain assets and liabilities at fair value on a recurring basis. Authoritative guidance issued by the FASB establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels:
 
Level 1: Quoted market prices in active markets for identical assets or liabilities;
Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable; and
Level 3: Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use.
 
During the year ended September 30, 2018, and as a result of the acquisition of Machinio, the Company recorded contingent consideration which was measured at fair value (Level 3). At September 30, 2019, the Company estimated the fair value of the contingent consideration using a Monte Carlo simulation. The simulation estimated Machinio's adjusted EBITDA over the calendar year 2019 earn-out period using a market-based volatility factor and market interest rates resulting in an average EBITDA. A present value factor was applied based on the expected settlement date of the contingent consideration. At March 31, 2020, the calendar year 2019 earn-out period was complete and the liability has been paid in full.

The changes in the earn-out liability measured at fair value using Level 3 inputs to determine fair value for the six months ended March 31, 2020 are as follows:

(in thousands)Contingent Consideration
Balance at September 30, 2019$4,800 
Change in fair value
200 
Settlement(5,000)
Balance at March 31, 2020$— 

The increase in the fair value of the earn-out liability is due to Machinio's full attainment of its actual adjusted EBITDA target for the calendar year 2019 earn-out period. The expense for the change in fair value was included in Other operating expenses in the Consolidated Statements of Operations. The earn-out liability was paid in full during the three months ended March 31, 2020.

The Company also has short-term investmentshad $40.0 million of $10.0 million and $30.0 millionmoney market funds considered cash equivalents at March 31, 20202021 and September 30, 2019, respectively, in certificates of deposit with maturities of six months or less, and interest rates between 1.76% and 2.50%2020. These assets were measured at fair value at March 31, 20202021 and September 30, 20192020 and were classifiedclassified as Level 1 assets within the fair value hierarchy. There were no transfers between levels during the periods presented.

The Company’s financial assets and liabilities not measured at fair value are cash, and cash equivalents (which includes cash and commercial paper with original maturities of less than 90 days), accounts receivable, a promissory note, and accounts payable. The Company believes the carrying values of these instrumentsassets and liabilities approximate fair value.

AtAs of March 31, 20202021 and September 30, 2019,2020, the Company did not0t have any material assets or liabilities measured at fair value on a non-recurring basis.

9.10.     Defined Benefit Pension Plan

Certain employees of Liquidity Services UK Limited (GoIndustry), which the Company acquired in July 2012, are covered by the Henry Butcher Pension Fund and Life Assurance Scheme (the Scheme), a qualified defined benefit pension plan. The Company guarantees GoIndustry's performance on all present and future obligations to make payments to the Scheme for up to a maximum of £10 million British pounds. The Scheme was closed to new members on January 1, 2002.

The net periodic (benefit) is recognized within Interest and other income, net in the Consolidated Statements of Operations, and for the three and six months ended March 31, 2021 and 2020 included the following components:

 Three Months Ended March 31,Six Months Ended March 31,
(in thousands)2021202020212020
Interest cost$94 $109 $201 $217 
Expected return on plan assets(198)(204)(392)(404)
Amortization of prior service cost6 5 11 10 
Total net periodic (benefit)$(98)$(90)$(180)$(177)

18
16
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


The net periodic benefit, other than service costs, is recognized within Interest other income, net in the Consolidated Statements of Operations, and for the three and six months ended March 31, 2020 and 2019 included the following components:

 Three Months Ended March 31,Six Months Ended March 31,
(in thousands)2020201920202019
Service cost$—  $—  $—  $—  
Interest cost109  154  217  $311  
Expected return on plan assets(204) (229) (404) (473) 
Amortization of prior service cost5  —  10  —  
Total net periodic (benefit)$(90) $(75) $(177) $(162) 

10.11. Business Realignment Expenses
Business realignment expenses are associated with management changes, exiting certain businesses, or other cost saving actions, and include employee severance and benefit costs associated with terminations, occupancy costs associated the ceased use of facilities, and other related costs, such as impairments. Business realignment expenses are recorded as a component of Other operating expenses on the Consolidated Statements of Operations.
For the year ended September 30, 2019,2020, business realignment expenses were incurred related to: management changes associated with a strategic reorganizationto the elimination of certain employee positions in response to the Company's go-to-market strategy for self-directed and fully-managed market place services, the conclusion of the Scrap Contract, and other cost saving actions.COVID-19 pandemic.
Business realignment expenses were as follows for the periods presented:
Three Months Ended March 31,Six Months Ended March 31,
(in thousands)2020201920202019
Employee severance and benefit costs:
CAG$—  $—  $—  $—  
Corporate & Other—  —  —  170  
Total employee severance and benefit costs—  —  —  170  
Occupancy and other costs:
CAG—  5  —  51  
Corporate & Other—  —  —  134  
Total occupancy and other costs—  5  —  185  
Total business realignment expenses$—  $5  $—  $355  

The table below sets forth the significant components and activity in the liability for business realignment initiatives, on a segment and consolidated basis:
(in thousands)Liability Balance at September 30, 2018Business
Realignment
Expenses		Cash
Payments		Liability Balance at September 30, 2019Adoption of ASC 842Business
Realignment
Expenses		Cash
Payments		Liability Balance at March 31, 2020
Employee severance and benefit costs:
CAG$89  $443  $(118) $414  $—  $—  $(414) $—  
Corporate & Other21  1,537  (1,320) 238  —  —  (238) —  
Total employee severance and benefit costs$110  $1,980  $(1,438) $652  $—  $—  $(652) $—  
Occupancy and other costs:
CAG459  51  (341) 169  (169) —  —  —  
Corporate & Other807  134  (941) —  —  —  —  —  
Total occupancy and other costs$1,266  $185  $(1,282) $169  $(169) $—  $—  $—  
Total business realignment$1,376  $2,165  $(2,720) $821  $(169) $—  $(652) $—  

(in thousands)Liability Balance at September 30, 2019Adoption of ASC 842Business
Realignment
Expenses		Cash
Payments		Liability Balance at September 30, 2020Business
Realignment
Expenses		Cash
Payments		Liability Balance at March 31, 2021
Employee severance and benefit costs:
GovDeals$0 $0 $29 $(25)$4 $0 $(4)$0 
RCSG0 0 84 (64)20 0 (20)0 
CAG414 0 120 (481)53 5 (58)0 
Corporate & Other238 0 172 (410)0 0 0 0 
Total employee severance and benefit costs$652 $0 $405 $(980)$77 $5 $(82)$0 
Occupancy and other costs:
CAG169 (169)0 0 0 0 0 0 
Corporate & Other0 0 0 0 0 0 0 0 
Total occupancy and other costs$169 $(169)$0 $0 $0 $0 $0 $0 
Total business realignment$821 $(169)$405 $(980)$77 $5 $(82)$0 

1917
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


11.12.      Legal Proceedings and Other Contingencies
 
The Company reserves for contingent liabilities based on ASC 450, Contingencies, when it determines that a liability is probable and reasonably estimable. From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There

On December 22, 2020, the Company’s former Vice President, Human Resources filed a claim with the Equal Employment Opportunity Commission for wrongful termination on the basis of gender, race, and age. The Company believes this claim is without merit and cannot estimate a range of potential liability, if any, at this time. The Company’s employment practices liability insurance carrier, CNA, has accepted tender of this claim. The same former executive also has alleged wage and hour violations under Maryland law for failure to pay his fiscal year 2020 performance bonus. The parties have reached a settlement in principle of the wage and hour claims and the Company expects that the amount of such settlement will be immaterial.

Unless otherwise noted, there are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company's management's judgment have a material adverse effect on the Company.

During the three months ended December 31, 2019, the Company paid its $0.6 million liability resulting from a sales tax audit performed by the State of California.

12.13.     Segment Information

The Company provides operating results in 4 reportable operating segments: GovDeals, RSCG, CAGRetail Supply Chain Group (RSCG), Capital Asset Group (CAG), and Machinio. Descriptions of our reportable segments are as follows:

•The GovDeals reportable segment provides self-directed service solutions in which sellers list their own assets, and it consists of marketplaces that enable local and state government entities including city, county and state agencies, as well as quasi-governmental businesses located in the United States and Canada to sell surplus and salvage assets. GovDeals also offers a suite of services to sellers that includes asset sales and marketing. Through the end of fiscal 2019, GovDeals provided self-directed service solutions to commercial businesses as part of the Auction Deals marketplace.

•The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods and retail capital assets. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce services. This segment includes the Company's Liquidation.com, Liquidation.com DIRECT, and Secondipity marketplaces.

•The CAG reportable segment provides full-service solutions to sellers and it consists of marketplaces that enable commercial businesses to sell surplus salvage, and scrapidle assets. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. Commercial sellers are located in the United States, Europe, Australia and Asia. This segment includes the Company's Network International and GoIndustry DoveBid marketplacesmarketplace and beginning in fiscal 2020, self-directed serviceand full-service solutions for commercial businesses within a unified marketplace previously referred to as Auction Deals. Prior toon the conclusion of the Scrap Contract (see Note 2), CAG sold scrap assets from the DoD on its Government LiquidationAllSurplus marketplace.

•The Machinio reportable segment operates a global online platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors.

We also report results of Corporate & Other, which for the three and six months ended March 31, 2019 includes a previously existing operating segment that did not meet the quantitative thresholds to be a reportable segment, IronDirect. The Company exited the IronDirect business in January 2019.including elimination adjustments.

Decisions concerning the allocation of the Company’s resources are made by the Company’s Chief Operating Decision Maker (CODM), which is the Company's Chief Executive Officer.Officer, with oversight by the Board of Directors. The Company reports segment information based on the internal performance measures used by the CODM to assess the performance of each operating segment in a given period. In connection with that assessment, the CODM uses segment gross profit to evaluate the performance of each segment. GrossSegment gross profit is calculated as total revenue less cost of goods sold (excludes depreciation and seller distributions.

amortization).











2018
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)



The following table sets forth certain financial information for the Company's reportable segments:

Three Months Ended March 31,Six Months Ended March 31,Three Months Ended March 31,Six Months Ended March 31,
(in thousands)(in thousands)2020201920202019(in thousands)2021202020212020
GovDeals:GovDeals:GovDeals:
Revenue$—  $—  $—  $—  Revenue$0 $0 $0 $0 
Fee revenue7,822  7,697  15,837  15,355  Fee revenue10,972 7,822 21,790 15,837 
Total revenue7,822  7,697  15,837  15,355  Total revenue10,972 7,822 21,790 15,837 
Gross profit$7,278  $7,042  $14,724  $14,103  Gross profit$10,376 $7,278 $20,579 $14,724 
RSCG:RSCG:RSCG:
Revenue$32,577  $29,823  $60,403  $55,894  Revenue$31,912 $32,577 $60,074 $60,403 
Fee revenue3,680  4,188  7,551  7,595  Fee revenue7,170 3,680 13,915 7,551 
Total revenue36,257  34,011  67,954  63,489  Total revenue39,082 36,257 73,989 67,954 
Gross profit$12,394  $12,287  $22,699  $21,836  Gross profit$15,933 $12,394 $30,560 $22,699 
CAG:CAG:CAG:
Revenue$2,626  $7,498  $5,149  $16,727  Revenue$4,056 $2,626 $6,966 $5,149 
Fee revenue4,413  6,186  9,832  12,438  Fee revenue5,436 4,413 10,439 9,832 
Total revenue7,039  13,684  14,981  29,165  Total revenue9,492 7,039 17,405 14,981 
Gross profit$4,922  $8,614  $10,736  $17,496  Gross profit$6,988 $4,922 $13,346 $10,736 
Machinio:Machinio:Machinio:
Revenue$—  $—  $—  $—  Revenue$0 $0 $0 $0 
Fee revenue1,706  1,374  3,556  2,366  Fee revenue2,240 1,706 4,354 3,556 
Total revenue1,706  1,374  3,556  2,366  Total revenue2,240 1,706 4,354 3,556 
Gross Profit$1,611  $1,265  $3,374  $2,143  Gross Profit$2,104 $1,611 $4,095 $3,374 
Corporate & Other:
Corporate & Other, including elimination adjustments:Corporate & Other, including elimination adjustments:
Revenue$—  $34  $—  $469  Revenue$0 $0 $0 $0 
Fee revenue—  —  —  9  Fee revenue0 0 0 0 
Total revenue—  34  —  478  Total revenue0 0 0 0 
Gross profit$—  $10  $—  $113  Gross profit$0 $0 $0 $0 
Consolidated:Consolidated:Consolidated:
Revenue$35,203  $37,355  $65,552  $73,090  Revenue$35,968 $35,203 $67,040 $65,552 
Fee revenue17,621  19,445  36,776  37,763  Fee revenue25,818 17,621 50,498 36,776 
Total revenue52,824  56,800  102,328  110,853  Total revenue61,786 52,824 117,538 102,328 
Gross profit$26,205  $29,218  $51,533  $55,691  Gross profit$35,401 $26,205 $68,580 $51,533 

The following table presents a reconciliation of gross profit used in the reportable segments to the Company's consolidated results:
Three Months Ended March 31,Six Months Ended March 31,Three Months Ended March 31,Six Months Ended March 31,
(in thousands)(in thousands)2020201920202019(in thousands)2021202020212020
Reconciliation:Reconciliation:Reconciliation:
Gross profit$26,205  $29,218  $51,533  $55,691  Gross profit$35,401 $26,205 $68,580 $51,533 
Operating expenses30,669  32,353  60,794  63,696  Operating expenses29,557 30,669 58,105 60,794 
Other operating expenses(12) 1,350  181  1,555  Other operating expenses (income)206 (12)210 181 
Interest and other income, net(257) (451) (509) (770) Interest and other income, net(29)(257)(214)(509)
Loss before provision for income taxes$(4,195) $(4,034) $(8,933) $(8,790) Income (loss) before provision for income taxes$5,667 $(4,195)$10,479 $(8,933)

19
Liquidity Services, Inc. and Subsidiaries
Notes to the Unaudited Consolidated Financial Statements - (Continued)


The percent of our revenues that came from transactions conducted outside of the United States for the three months ended March 31, 2021 and 2020 was 18.4% and 2019 was 10.9% and 14.6%, respectively, and the percent of our revenues that came from transactions conducted outside of the United States for the six months ended March 31, 20202021 and 20192020 was 13.1%17.2% and 15.4%13.1%, respectively.
2120

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
FORWARD-LOOKING STATEMENTS
 
This document contains forward-looking statements. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include but are not limited to the factors set forth in our Annual Report on Form 10-K for the fiscal year ended September 30, 20192020 and subsequent filings with the Securities and Exchange Commission (SEC). You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.
 
All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this document and are expressly qualified in their entirety by the cautionary statements included in this document. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date of this document or to reflect the occurrence of unanticipated events.
The following discussion should be read in conjunction with our consolidated financial statements and related notes and the information contained elsewhere in this document.
 
Overview

The Company operates a network of e-commerce marketplaces that power the circular economy which benefits businesses, society, and the environment through the safe and effective resale and redeployment of surplus assets; reducing waste, carbon emissions and transportation costs; and by creating markets for items that would otherwise be landfilled. Our marketplaces enable buyers and sellers to transact in an efficient, automated environment offering over 500600 product categories. The Company’s marketplacescategories and provide professional buyers access to a global, organized supply of new, surplus, and scrap assets presented with digital images and other relevant product information. Additionally, the Company enables itsOur marketplaces enable corporate and government sellers to enhance their financial return on offered assets by providing a liquid marketplace and value-added services that encompass the consultative management, valuation, and sale of surplus assets. The Company's services include program management, valuation, asset management, reconciliation, refurbishment and recycling, fulfillment, marketing and sales, warehousing and transportation, buyer support, compliance and risk mitigation, as well as self-directed service tools for its sellers. The Company organizes the products on its marketplaces into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, fleet and transportation equipment and specialty equipment. Currently, theThe Company’s marketplaces are: www.liquidation.com, www.govdeals.com, www.networkintl.com, www.secondipity.com, and www.go-dove.com. We also operate a global search engine for listing used machinery and equipment for sale at www.machinio.com. The Company has over 13,00015,000 sellers, including Fortune 1000 and Global 500 organizations as well as federal, state, and local government agencies.

Impacts of the COVID-19 Pandemic

The Company has been closely monitoring the COVID-19 pandemic. By mid-March,In April 2020, the Company began to experience an impactexperienced the largest impacts on its operations resultingthus far stemming from the initial actions taken by governments and the private sector entities to limit the spread of COVID-19. These actions included meaningfulThe restrictions on economic activity includingwere caused, in part, by business closures, limitations on the operations of business activity orand significant prioritization of essential business functions. As direct correlation to these actions,Starting in May 2020, we have seen subsequent increases in Gross Merchandise Volume (GMV) and revenues as businesses and governments re-opened from government ordered closures which, combined with cost control measures, generated positive net income for the flowthird and fourth quarters of assetsfiscal 2020, and continued into our networkthe first and second quarters of marketplaces has been hindered as seller facilities have been closed, which has reduced ability of their employees to process assets and for buyers to pick-up or arrange for shipping of assets.

Our RSCG segment expects to continue to support retailer needs, including online retailers, through our Liquidation.com marketplace even if at a lower than average volume infiscal 2021. However, the short-term. As long as we can ensure the safety of our employees, we will maintain our warehouse operations in support of the essential supply-chain needs of our sellers and buyers. As the pandemic restrictions subside, we expect retailers to address their reverse supply chain needs in a more comprehensive way, turning to third-party vendors such as ourselves to address any accumulation of returns or excess inventory during the shelter-in-place and safer-at-home phases of the pandemic.

We expect lower volume from our GovDeals segment until state government re-opening phases take place. As the economy re-opens and the business climate improves, we believe our government sellers will resume their selling activity over time.
22


We also expect our CAG segment to see reduced volumes as many seller facilities are closed and restrict buyer inspection of assets, asset pick-up, and in many cases, employee cataloging of assets for sale. Yet, we believe the need for liquidity from our sellers in the CAG segment and the demand for value-priced equipment from our buyers will create future, positive conditions of supply and demand within our CAG segment. We have a longstanding market-maker reputation for selling high-value equipment globally across numerous industries and will continue to support the needs of our traditional seller base. At the same time, we will offer our new, expanded, and timely solution to sell-in-place with our self-service, low-touch solution on AllSurplus.com, which aligns with our long term strategy.

The likelihood, magnitude and timing of these eventsbusiness developments across our segments isare difficult to predict given the current economic uncertainty, unknown duration and we expect to be negatively impacted by a lower numberoverall impact of transactions on our marketplaces in the short-term, and possibly longer, which will have an adverse effect on our results of operations and cash flows.global pandemic. As a result, prior trends in the Company's results of operations may not be applicable throughout the duration of the COVID-19 pandemic.

We are startingThroughout the COVID-19 pandemic, the Company has actively monitored its liquidity position and working capital needs. In the first and second quarters of fiscal 2021, the Company determined that its liquidity position and working capital was more
21

than sufficient to see seller facilities reopen acrossmeet its projected needs and commenced share repurchases, acquiring 647,583 shares for $12.0 million and 957,079 shares for $16.1 million during the globethree and anticipate activity will increase steadily as long as governments continue to reduce restrictions related to COVID-19. six months ended March 31, 2021, respectively.

In the longer term, we arecontinue to be highly focused on creating the efficiencies and benefits for ourselves, our sellers and our buyers by focusing on the people, processesplatform services and technologiessupport that will deliver optimal liquidity in the reverse supply chain and further enable our growth through an asset light, low-touch self-service marketplace solution.

Our Responses As e-commerce penetration continues to grow substantially for both consumers and business-to-business (B2B), we believe that our online platform and cloud-based solutions should become even more relevant and necessary for the COVID-19 Pandemic

The following are just a few examples of our commitment to our mission during this unprecedented time:

•We immediately took numerous steps to help customers and employees practice social distancing and other safety measures in keeping with current health-expert recommendations:
◦instituted work-from-home measures for all employees except essential warehouse and call center employees;
◦created safe work environments for those coming into facilities including social distancing enforcement and skeleton crews and regular cleanings;
◦implemented new safety procedures for buyer pickups at our warehouse facilities and reduced shipping fees on parcels to limit person-to-person contact; and
◦enforced travel restrictions on all employees and leveraged video conference technology.

•In mid-March, we acted quickly and aggressively to conserve resources in April by taking the following temporary actions:
◦eliminating CEO salary payments and reducing executive salaries by 50%;
◦implementing material furloughs and salary reductions in line with reduced business activity;
◦eliminating cash compensation for members of the Board of Directors;
◦restricting travel and related expenses;
◦delaying some immediate investments in our technology platform; and
◦addressing more flexible payment terms with vendors and service providers.evolving global economy.

Our Marketplace Transactions

We believe our ability to create liquid marketplaces for surplus and salvage assets generates a continuous flow of goods from our corporate and government sellers. This flow of goods in turn attracts an increasing number of professional buyers to our marketplaces.marketplaces. During the twelve months endedended March 31, 2020,2021, the approximate number of registered buyers increased from 3,580,0003,675,000 to 3,675,000,3,888,000, or 2.7%5.8%.

Our revenue.  Substantially all of our revenue is earned through the following transaction models:
 
Purchase model.  Under our purchase transaction model, we recognize revenue within the Revenue line item on the Consolidated Statements of Operations from the resale of inventory that we purchased from sellers. We consider these sellers to be our vendors. We pay our sellers either a fixed amount or a portion of the net or gross proceeds received from our completed sales based on the value we receive from the sale, in some cases, after deducting a required return to us that we have negotiated with the seller. Because we are the principal in purchase transaction model sales, we recognize as revenue the sale price paid by the buyer upon completion of a transaction. The proceeds paid by buyers also include transaction fees, referred to as buyer premiums. For the three and six months ended March 31, 2021, our purchase transaction model accounted for 18.2% and 17.2% of our GMV, and 58.2% and 57.0% of our total revenues, respectively. For the three and six months ended March 31, 2020, our purchase transaction model accounted for 24.7% and 22.6% of our GMV, and 66.6% and 64.1% of our total revenues, respectively. For the three and six months ended March 31, 2019, our purchase transaction model accounted for 24.0%
23

and 22.9% of our GMV, and 65.8% and 65.9% of our total revenues, respectively. These amounts included sales of commercial merchandise sourced from vendor contracts with Amazon.com, Inc. by our RSCG segment. The commercial merchandise we purchased under these contracts with Amazon.com, Inc. represented 55.3%61.2% and 51.9%60.6% of consolidated Costs of goods sold for the three and six months ended March 31, 2021, respectively, and 55.3% and 51.9% of consolidated Cost of goods sold for the three and six months ended March 31, 2020, and 49.4% and 44.9% of consolidated Costs of goods sold for three and six months ended March 31, 2019. For the three and six months ended March 31, 2019, purchase model revenues also included revenue earned from the sale of property obtained under the Scrap Contract, which concluded on September 30, 2019, and accounted for 7.6% of our total revenue for the those periods.respectively.

Consignment model — fee revenue.  Under our consignment transaction model, we enable our sellers to sell goods they own in our marketplaces and we charge them a commission fee based on the gross or net proceeds received from such sales. The revenue from our consignment transaction model is recognized within the Fee revenue line item on the Consolidated Statements of Operations. Because we are the agent in consignment model sales, our commission fee revenue, which we refer to as seller commissions, represents a percentage of the sales price the buyer pays upon completion of a transaction. We vary the percentage amount of the seller commission depending on the various value-added services we provide to the seller to facilitate the transaction. For example, we generally increase the percentage amount of the commission if we take possession, handle, ship, or provide enhanced product information for the merchandise. In most cases we collect the seller commission by deducting the appropriate amount from the sales proceeds prior to the distribution to the seller after completion of the transaction. In addition to seller commissions, we also collect buyer premiums. For the three and six months ended March 31, 2021, our consignment model accounted for 81.8% and 82.8% of our GMV, and 34.4% and 35.5% of our total revenues, respectively. For the three and six months ended March 31, 2020, our consignment model accounted for 75.3% and 77.4% of our GMV, and 27.6% and 29.7% of our total revenues, respectively. For the three and six months ended March 31, 2019, our consignment model accounted for 76.0% and 77.1% of our GMV, and 29.4% and 29.6% of our total revenues, respectively.respectively

Other — fee revenue. We also earn non-consignment fee revenue from Machinio's sales listing subscription service,and MachineryHost services, as well as other services including returns management, and refurbishment of assets, as well asand asset valuation services. ForOther revenues accounted for 7.4% and 7.5% of our total revenues for the three and six months ended March 31, 2021, respectively, and 5.8% and 6.2% of our total revenues for the three and six months ended March 31, 2020, our other revenues accounted for 5.8% and 6.2% of our total revenues, respectively. For the three and six months ended March 31, 2019, our other revenues accounted for 4.9% and 4.5% of our total revenues, respectively

Industry trends. While we are experiencing challenges presented bycontinue to review and assess the COVID-19 pandemic,pandemic's impact on our customers, our suppliers, and our business, we believe there are several industry trends positively impacting the long-term growth of our businessCompany including: (1) the increase in the volume of returned merchandise handled both online and in stores as online and omni-channel retail grow as a percentage of overall retail sales; (2) the increase in government regulations and the need for corporations to have sustainability solutions necessitating verifiable recycling and remarketing of surplus assets; (3) the increase in outsourcing by corporate and government organizationsthe
22

disposition of disposition activities for surplus and end-of-life assets by corporations and government entities as they focus on reducing costs, improving transparency, compliance and working capital flows, and increasingly prefer service providers with a proven track record, innovative scalable solutions and the ability to make a strategic impact in the reverse supply chain, which we expect to increase our seller base;chain; (4) anthe increase in buyer demand for surplus merchandise as consumers trade down by purchasing less expensive goods and seek greater value from their purchases, which results in lower per unit prices and margins in our retail goods vertical, andvertical; (5) in the long-term we expect innovation in the retail supply chain will increase the pace of product obsolescence and, therefore, increase the supply of surplus assets.assets; and (6) the increase in demand from sellers and buyers to transact in a low touch, online solution as compared to live, in-person auctions or public sale events.

Our Vendor Agreements
 
Our commercial agreements. We have multiple vendor contracts with Amazon.com, Inc. under which we acquire and sell commercial merchandise. The property we purchased under these contractsthis contract represented 55.3%61.2% and 49.4%55.3% of consolidated costCost of goods sold for the three months ended March 31, 20202021 and 2019,2020, respectively, and 51.9%,60.6% and 44.9%51.9% of consolidated costCost of goods sold for the six months ended March 31, 2021 and 2020, and 2019, respectively. These contracts are included within our RSCG segment. Our agreements with our other sellers are generally terminable at will by either party.

Scrap Contract.  Under the Scrap Contract, which concluded on September 30, 2019, we acquired, managed and sold all non-electronic scrap property of the DoD turned into the DLA, and paid the DLA a revenue-sharing payment equal to 64.5% of the gross resale proceeds. Scrap property generally consisted of items determined by the DoD to have no use beyond their base material content, such as metals, alloys, and building materials. We bore all of the costs for the sorting, merchandising and sale of the property. The resale transactions for scrap property sourced under this contract followed the purchase model.

For the three and six months ended March 31, 2019, the resale of scrap property that we purchased under the Scrap Contract accounted for approximately 2.8% of our GMV and 7.6% of our total revenues. The results of the Scrap Contract were included in our CAG segment.

24

Key Business Metrics
 
Our management periodically reviews certain key business metrics for operational planning purposes and to evaluate the effectiveness of our operational strategies, allocation of resources and our capacity to fund capital expenditures and expand our business. These key business metrics include:

Gross merchandise volume (GMV).. GMV is the total sales value of all merchandise sold by us or our sellers through our marketplaces or by us through other channels during a given period of time. We review GMV because it provides a measure of the volume of goods being sold in our marketplaces and thus the activity of those marketplaces. GMV also provides a means to evaluate the effectiveness of investments that we have made and continue to make, including in the areas of buyer and seller support, value-added services, product development, sales and marketing, and operations.

Total Registered Buyers.registered buyers. We grow our buyer base through a combination of marketing and promotional efforts. A person becomes a registered buyer by completing an online registration process on one of our marketplaces. As part of this process, we collect business and personal information, including name, title, company name, business address and contact information, and information on how the person intends to use our marketplaces. Each prospective buyer must also accept our terms and conditions of use. Following the completion of the online registration process, we verify each prospective buyer’s e-mail address and confirm that the person is not listed on any banned persons list maintained internally or by the U.S. federal government. After the verification process, which is completed generally within 24 hours, the registration is approved and activated, and the prospective buyer is added to our registered buyer list.
 
Total registered buyers, as of a given date, represent the aggregate number of persons or entities who have registered on one of our marketplaces. We use this metric to evaluate how well our marketing and promotional efforts are performing. Total registered buyers exclude duplicate registrations, buyers who are suspended from utilizing our marketplaces and those buyers who have voluntarily removed themselves from our registration database. In addition, if we become aware of registered buyers that are no longer in business, we remove them from our database. As of March 31, 20202021 and 2019,2020, we had approximatelyapproximately 3,888,000 and 3,675,000 and 3,580,000 registered buyers, respectively.
 
Total auction participants.  For each auction we manage, the number of auction participants represents the total number of registered buyers who have bid one or more times in that auction. As a result, a registered buyer who bids, or participates, in more than one auction is counted as an auction participant in each auction in which he or she participates. Thus, total auction participants for a given period is the sum of the auction participants in each auction conducted during that period. We use this metric to allow us to compare our online auction marketplaces to our competitors, including other online auction sites and traditional on-site auctioneers. In addition, we measure total auction participants on a periodic basis to evaluate the activity level of our base of registered buyers and to measure the performance of our marketing and promotional efforts. During the three months ended March 31, 2021 and 2020, approximately 561,000 and 2019, approximately 490,000, and 540,000, respectively,respectively, total auction participants participated in auctions on our marketplaces. During the six months ended March 31, 2021 and 2020, approximately 1,078,000 and 2019, approximately 943,000 and 1,033,200, respectively,945,000, respectively, total auction participants participated in auctions on our marketplaces.
 
Completed transactions.  Completed transactions represents the number of auctions in a given period from which we have recorded revenue. Similar to GMV, we believe that completed transactions is a key business metric because it provides an additional measurement of the volume of activity flowing through our marketplaces. During the three months ended March 31,
23

2021 and 2020, and 2019, we completed approximatelyapproximately 174,000 and 150,000 and 153,000 transactions,transactions, respectively. During the six months ended March 31, 20202021 and 2019,2020, we completed approximatelyapproximately 326,000 and 286,000 and 297,500 transactions,transactions, respectively.

Non-GAAP Financial Measures
 
EBITDA and Adjusted EBITDA. EBITDA is a supplemental non-GAAP financial measure and is equal to net income (loss) income plus interest and other expense,income, net excluding the non-service components of net periodic pension (benefit) expense;; provision (benefit) for income taxes; and depreciation and amortization. Interest and other expense,income, net, can include non-operating gains and losses, such as from foreign currency fluctuations. Our definition of Adjusted EBITDA differs from EBITDA because we further adjust EBITDA for stock-based compensation expense, acquisition costs such as transaction expenses and changes in earn out estimates, business realignment expense, deferred revenue purchase accounting adjustments, and goodwill and long-lived asset impairment.
 
25

We believe EBITDA and Adjusted EBITDA are useful to an investor in evaluating our performance for the following reasons:
 
•Depreciation and amortization expense primarily relates to property and equipment and the amortization of intangible assets. These expenses are non-cash charges that have fluctuated significantly in the past. As a result, we believe that adding back these non-cash charges is useful in evaluating the operating performance of our business on a consistent basis from year-to-year.
•As a result of varying federal and state income tax rates, we believe that presenting a financial measure that adjusts for provision (benefit) for income taxes is useful to investors when evaluating the operating performance of our business on a consistent basis from year to year.
•The authoritative guidance for stock-based compensation requires all share-based payments to employees, including grants of employee stock options, restricted stock and stock appreciation rights to be recognized in the income statement based on their estimated fair values. We believe adjusting for this stock-based compensation expense is useful to investors when evaluating the operating performance of our business on a consistent basis from year to year.
•The authoritative guidance related to business combinations requires the initial recognition of contingent consideration at fair value with subsequent changes in fair value recorded through the statements of operations and disallows the capitalization of transaction costs. We believe adjusting for these acquisition related expenses is useful to investors when evaluating the operating performance of our business on a consistent basis from year-to-year.
•We believe adjusting for business realignment expense is useful to investors when evaluating the operating performance of our business on a consistent basis from year-to-year, as these expenses are outside our ordinary course of business.
•We believe isolating non-cash charges, such as amortization and depreciation, and other items, such as impairment costs incurred outside our ordinary course of business, provides additional information about our cost structure, and, over time, helps track our performance.
•We believe EBITDA and Adjusted EBITDA are important indicators of our operational strength and the performance of our business because they provide a link between profitability and operating cash flow.
•We also believe that analysts and investors use EBITDA and Adjusted EBITDA as supplemental measures to evaluate the overall operating performance of companies in our industry.
Our management uses EBITDA and Adjusted EBITDA:
•as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis as they remove the impact of items not directly resulting from our core operations;
•for planning purposes, including the preparation of our internal annual operating budget;
•to allocate resources to enhance the financial performance of our business;
•to evaluate the effectiveness of our operational strategies; and
•to evaluate our capacity to fund capital expenditures and expand our business.

EBITDA and Adjusted EBITDA as calculated by us are not necessarily comparable to similarly titled measures used by other companies. In addition, EBITDA and Adjusted EBITDA: (a) do not represent net income (loss) income or cash flows from operating activities as defined by GAAP; (b) are not necessarily indicative of cash available to fund our cash flow needs; and (c) should not be considered as alternatives to net (loss) income (loss), income (loss) from operations, cash provided by (used in) operating activities or our other financial information as determined under GAAP.
We prepare Adjusted EBITDA by adjusting EBITDA to eliminate the impact of items that we do not consider indicative of our core operating performance. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA.
24

Our presentation of Adjusted EBITDA should not be construed as an implication that our future results will be unaffected by unusual or non-recurring items.
26

The table below reconciles net lossincome (loss) to EBITDA and Adjusted EBITDA for the periods presented. 
Three Months Ended March 31,Six Months Ended March 31,Three Months Ended March 31,Six Months Ended March 31,
2020201920202019 2021202020212020
(in thousands)(in thousands) (Unaudited)(in thousands) (Unaudited)
Net loss$(4,238) $(4,362) $(9,434) $(9,384) 
Net income (loss)Net income (loss)$5,260 $(4,238)$9,775 $(9,434)
Interest and other income, net1
Interest and other income, net1
(167) (376) (332) (608) 
Interest and other income, net1
69 (167)(34)(332)
Provision for income taxesProvision for income taxes43  328  501  594  Provision for income taxes407 43 704 501 
Depreciation and amortizationDepreciation and amortization1,577  1,165  3,149  2,369  Depreciation and amortization1,670 1,577 3,541 3,149 
EBITDAEBITDA(2,785) (3,245) (6,116) (7,029) EBITDA$7,406 $(2,785)$13,986 $(6,116)
Stock compensation expense2
1,231  2,581  2,270  4,094  
Acquisition costs and impairment of long-lived assets3
—  38  5  119  
Business realignment expenses3,4
—  5  —  39  
Fair value adjustments to acquisition earn-outs3
—  1,300  200  1,400  
Stock compensation expenseStock compensation expense1,761 1,231 3,990 2,270 
Acquisition costs and impairment of long-lived assets2
Acquisition costs and impairment of long-lived assets2
203 — 203 5 
Business realignment expenses2, 3
Business realignment expenses2, 3
— — 5 — 
Fair value adjustments to acquisition earn-outs2
Fair value adjustments to acquisition earn-outs2
— — — 200 
Deferred revenue purchase accounting adjustmentDeferred revenue purchase accounting adjustment—  258  3  690  Deferred revenue purchase accounting adjustment— — — 3 
Adjusted EBITDAAdjusted EBITDA$(1,554) $937  $(3,638) $(687) Adjusted EBITDA$9,370 $(1,554)$18,184 $(3,638)
1 Represents Interest and other income, net, per the Statement of Operations, excluding the non-service components of net periodic pension (benefit) expense..
2 Excludes the impact of forfeitures of stock awards by employees terminated by business realignment actions, which is included in the business realignment expenses line. There were no impacts for the three and six months ended March 31, 2020 and 2019.
3 Acquisition costs, impairment of long-lived assets, fair value adjustments to acquisition earn-outs, and business realignment expenses are components of Other operating expenses (income) on the Statements of Operations.
43 Business realignment expense includes the amounts accounted for as exit costs under ASC 420 as described in Note 1011 to the ConsolidatedConsolidated Financial Statements, and the related impacts of business realignment actions subject to other accounting guidance. There were no related impacts for the three and six months ended March 31, 20202021 and 2019.2020.

Critical Accounting Policies and Estimates
 
The Company's critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended September 30, 2019,2020, and in Note 2 — Summary of Significant Accounting Policies to the consolidated financial statements.

As discussed in Note 2 — Summary of Significant Accounting Policies, we adopted ASC 842, Leases, as of October 1, 2019, using a modified retrospective approach where our Consolidated Balance Sheet as of September 30, 2019 was not changed. Relative to the most recent annual report on Form 10-K, there have been no other material changes to the Company's accounting policies used in preparing these interim consolidated financial statements.

As of July 1, 2019, the Company performed its annual impairment testing using a fair-value based test for all reporting units, and determined the fair value for each of its reporting units with goodwill balances substantially exceeded their carrying values except for the Machinio reporting unit, which exceeded its carrying value by approximately 11%.

As of March 31, 2020, in response change in economic conditions resulting from the COVID-19 pandemic, the Company performed an interim impairment test using a fair-value based test for all reporting units with goodwill balances, and determined that the fair value for each of its reporting units with goodwill balances substantially exceeded their carrying values except for CAG and Machinio, which exceeded their carrying values by approximately 21% and 12%, respectively.

The Company determined the fair value of the CAG and Machinio reporting units using a discounted cash flow (DCF) analysis. The DCF analysis relied on significant assumptions and judgments about the forecasts of future cash flows over the five-year projection period, including revenues, gross profit margins, operating expenses, income taxes, capital expenditures, working capital, and an estimate of the impact and duration of COVID-19 on those factors. A long-term growth rate of 2.5% was applied thereafter. These forecasts of future cash flows represent the Company's best estimate using information that is currently available. However, given the uncertainty associated with the COVID-19 pandemic, including its extent and duration, actual results could differ significantly from those estimates.

The cash flows for CAG and Machinio were discounted at a weighted average cost of capital (WACC) of 17% and 26%, respectively, and reflected an increase in the equity risk premium caused by the emergence of the COVID-19 pandemic. Given the uncertainty that COVID-19 has introduced into the equity markets, the Company performed a sensitivity analysis that noted
27

that the CAG and Machinio WACCs would need to increase by over 180 and 260 basis points, respectively, to impact the recovery of goodwill.

The Company will continue to monitor these reporting units for changes that could impact the recoverability of goodwill, which will depend on changes to the extent and duration of the COVID-19 pandemic, and its impact on the equity markets.

Components of Revenue and Expenses

Revenue. Refer to the discussion in the Our revenue section above, and to Note 2 — Summary of Significant Accounting Policies in our Annual Report on Form 10-K for discussion of the Company's related accounting policies.
 
Cost of goods sold. Refer to the discussion in Note 2 — Summary of Significant Accounting Policies in our Annual Report on Form 10-K for discussion of the Company's Costs of goods sold and related accounting policies.

Seller distributions. Under the Scrap Contract, which concluded on September 30, 2019, we acquired scrap property from the DLA for resale and paid the DLA seller distributions equal to 64.5% of the gross resale proceeds.
Technology and operations.  Technology expenses consist primarily of the cost of technical staff who develop, deploy, and maintain our marketplaces and corporate infrastructure. These personnel also develop and upgrade the software systems that support our operations, such as sales processing. Technology expenses also includes certain costs associated with our e-commerce platform.

Because our marketplaces and support systems require frequent upgrades and enhancements to maintain viability, we have determined that the useful life for certain internally developed software is less than one year. As a result, we expense those costs as incurred. However, where we determine that the useful life of the internally developed software will be greater than one year, we capitalize development costs in accordance with ASC 350-40, Internal-use software. As such, we are capitalizing certain development costs associated with our e-commerce platform, as well as other software development activities.
Operations expenses consist primarily of operating costs, including buyer relations, shipping logistics and distribution center operating costs.
Sales and marketing.  Sales and marketing expenses include the cost of our sales and marketing personnel as well as the cost of marketing and promotional activities. These activities include all sales and marketing-related activity, including but not limited to trade shows and online marketing campaigns such as paid search advertising.
25

 
General and administrative.  General and administrative expenses include all corporate and administrative functions that support our operations and provide an infrastructure to facilitate our future growth. These expenses are generally more fixed in nature than our other operating expenses and do not significantly vary in response to the volume of merchandise sold through our marketplaces.
 
Depreciation and amortization.  Depreciation and amortization expenses consist of depreciation of property and equipment, amortization of internally developed software, and amortization of intangible assets.

Other operating expenses (income). Other operating expense includes impairment of long-lived assets, the change in fair value of contingent consideration, as well as business realignment expenses, including those associated with restructuring initiatives and the exit of certain business operations.

Interest and other (income) expense,income, net.  Interest (income) expense and other expense,income, net consists of interest income on short-term investmentsmoney market funds and the promissory note issued to JTC, the components of net periodic pension (benefit) other than the service component, and impacts of foreign currency fluctuations.
 
Income taxes.  For interim income tax reporting, we estimate our annual effective tax rate and apply this effective tax rate to our year-to-date pre-tax income (loss) income.. Our effective income tax rate before discrete items was (5.6%)6.7% for the six months ended March 31, 2020.2021. The effective tax rate differed from the statutory federal rate of 21% primarily as a result of the valuation allowance charge on current yearutilization of net operating losses and the impact of foreign, state, and local income taxes and permanent tax adjustments.

28

Results of Operations

The following table sets forth, for the periods indicated, our operating results:
Three Months Ended March 31,Six Months Ended March 31, Three Months Ended March 31,Six Months Ended March 31,
(dollars in thousands)(dollars in thousands)20202019$ Change% Change20202019$ Change% Change(dollars in thousands)20212020$ Change% Change20212020$ Change% Change
RevenueRevenue$35,203  $37,355  $(2,152) (5.8)%$65,552  $73,090  $(7,538) (10.3)%Revenue$35,968 $35,203 $765 2.2 %$67,040 $65,552 $1,488 2.3 %
Fee revenueFee revenue17,621  19,445  (1,824) (9.4) 36,776  37,763  (987) (2.6) Fee revenue25,818 17,621 8,197 46.5 50,498 36,776 13,722 37.3 
Total revenueTotal revenue52,824  56,800  (3,976) (7.0) 102,328  110,853  (8,525) (7.7) Total revenue61,786 52,824 8,962 17.0 117,538 102,328 15,210 14.9 
Costs and expenses from operations:Costs and expenses from operations:  Costs and expenses from operations:  
Cost of goods sold (excludes depreciation and amortization)Cost of goods sold (excludes depreciation and amortization)26,619  24,807  1,812  7.3  50,795  49,763  1,032  2.1  Cost of goods sold (excludes depreciation and amortization)26,385 26,619 (234)(0.9)48,958 50,795 (1,837)(3.6)
Seller distributions—  2,775  (2,775) (100.0) —  5,399  (5,399) (100.0) 
Technology and operationsTechnology and operations11,586  13,429  (1,843) (13.7) 22,827  25,953  (3,126) (12.0) Technology and operations12,085 11,586 499 4.3 22,644 22,827 (183)(0.8)
Sales and marketingSales and marketing10,109  9,135  974  10.7  19,714  18,116  1,598  8.8  Sales and marketing8,910 10,109 (1,199)(11.9)18,018 19,714 (1,696)(8.6)
General and administrativeGeneral and administrative7,397  8,624  (1,227) (14.2) 15,104  17,258  (2,154) (12.5) General and administrative6,892 7,397 (505)(6.8)13,902 15,104 (1,202)(8.0)
Depreciation and amortizationDepreciation and amortization1,577  1,165  412  35.4  3,149  2,369  780  32.9  Depreciation and amortization1,670 1,577 93 5.9 3,541 3,149 392 12.4 
Other operating (income) expenses(12) 1,350  (1,362) (100.9) 181  1,555  (1,374) (88.4) 
Other operating expenses (income)Other operating expenses (income)206 (12)218 NM210 181 29 16.0 
Total costs and expensesTotal costs and expenses57,276  61,285  (4,009) (6.5) 111,770  120,413  (8,643) (7.2) Total costs and expenses56,148 57,276 (1,128)(2.0)107,273 111,770 (4,497)(4.0)
Loss from operations(4,452) (4,485) 33  0.7  (9,442) (9,560) 118  1.2  
Income (loss) from operationsIncome (loss) from operations5,638 (4,452)10,090 NM10,265 (9,442)19,707 NM
Interest and other income, netInterest and other income, net(257) (451) 194  43.0  (509) (770) 261  33.9  Interest and other income, net(29)(257)228 88.7 (214)(509)295 58.0 
Loss before provision for income taxes(4,195) (4,034) (161) (4.0) (8,933) (8,790) (143) (1.6) 
Income (loss) before provision for income taxesIncome (loss) before provision for income taxes5,667 (4,195)9,862 NM10,479 (8,933)19,412 NM
Provision for income taxesProvision for income taxes43  328  (285) (86.9) 501  594  (93) (15.7) Provision for income taxes407 43 364 846.5 704 501 203 40.5 
Net loss$(4,238) $(4,362) $124  2.8 %$(9,434) $(9,384) $(50) (0.5)%
Net income (loss)Net income (loss)$5,260 $(4,238)$9,498 NM$9,775 $(9,434)$19,209 NM

NM = not meaningful
2926

The following table presents segment GMV, revenue, gross profit (which is calculated as total revenue less cost of goods sold (exclusive of depreciation and amortization) and Seller distributions)), and gross profit margin for the periods indicated:

Three Months Ended March 31,Six Months Ended March 31,Three Months Ended March 31,Six Months Ended March 31,
(dollars in thousands)(dollars in thousands)2020201920202019(dollars in thousands)2021202020212020
GovDeals:GovDeals:GovDeals:
GMV$77,158  $77,390  $156,349  $153,698  GMV$110,939 $77,158 $218,543 $156,349 
Total revenue7,822  7,697  15,837  15,355  Total revenue$10,972 $7,822 $21,790 $15,837 
Gross profit7,278  7,042  14,724  14,103  Gross profit$10,376 $7,278 $20,579 $14,724 
Gross profit margin93.0 %91.5 %93.0 %91.8 %Gross profit margin94.6 %93.0 %94.4 %93.0 %
RSCG:RSCG:RSCG:
GMV44,320  41,899  84,190  77,343  GMV$58,609 $44,320 $110,326 $84,190 
Total revenue36,257  34,011  67,954  63,489  Total revenue$39,082 $36,257 $73,989 $67,954 
Gross profit12,394  12,287  22,699  21,836  Gross profit$15,933 $12,394 $30,560 $22,699 
Gross profit margin34.2 %36.1 %33.4 %34.4 %Gross profit margin40.8 %34.2 %41.3 %33.4 %
CAG:CAG:CAG:
GMV22,822  36,070  52,355  82,429  GMV$37,763 $22,822 $68,843 $52,355 
Total revenue7,039  13,684  14,981  29,165  Total revenue$9,492 $7,039 $17,405 $14,981 
Gross profit4,922  8,614  10,736  17,496  Gross profit$6,988 $4,922 $13,346 $10,736 
Gross profit margin69.9 %62.9 %71.7 %60.0 %Gross profit margin73.6 %69.9 %76.7 %71.7 %
Machinio:Machinio:Machinio:
GMV—  —  —  —  GMV$— $— $— $— 
Total revenue1,706  1,374  3,556  2,366  Total revenue$2,240 $1,706 $4,354 $3,556 
Gross profit1,611  1,265  3,374  2,143  Gross profit$2,104 $1,611 $4,095 $3,374 
Gross profit margin94.4 %92.1 %94.9 %90.6 %Gross profit margin93.9 %94.4 %94.1 %94.9 %
Corporate & Other:
GMV—  34  —  469  
Total revenue—  34  —  478  
Gross profit—  10  —  113  
Gross profit margin— %29.4 %— %23.6 %
Consolidated:Consolidated:Consolidated:
GMV144,300  155,393  292,894  313,939  GMV$207,311 $144,300 $397,712 $292,894 
Total revenue52,824  56,800  102,328  110,853  Total revenue$61,786 $52,824 $117,538 $102,328 
Gross profit26,205  29,218  51,533  55,691  Gross profit$35,401 $26,205 $68,580 $51,533 
Gross profit margin49.6 %51.4 %50.4 %50.2 %Gross profit margin57.3 %49.6 %58.3 %50.4 %


Three Months Ended March 31, 20202021 Compared to the Three Months Ended March 31, 20192020

Segment Results

GovDeals. Revenue from our GovDeals segment increased 1.6%40.3%, or $0.1$3.2 million, and GMV decreased 0.3%due to a 43.8%, or $0.2 million. Beginning$33.8 million, increase in mid-March, GovDeals began to experience reducedGMV from adding new sellers and increasing volumes resulting from government facility closureswith existing sellers across several key categories, including transportation and real estate, and an increase in response to the COVID-19 pandemic, which also preventedrecovery rates on assets sold, driven by our growing buyer pickupsbase, automated asset promotion tools, and ability to complete related transactions.favorable macroeconomic factors in certain asset categories. As a result of the increase in revenues, and an increase in gross profit margin, gross profit increased 3.4%42.6%, or $0.2$3.1 million. Gross profit margin increased 1.5%, primarily due to a decline in vehicle sales which required transportation costs to arrive atremained relatively consistent between the point of sale.periods.
30


RSCG. Revenue from our RSCG segment increased 6.6%7.8%, or $2.2$2.8 million, due to a 5.8%32.2%, or $2.4$14.3 million, increase in GMV driven by growing volumes within existing seller accounts and launching new programs with mid-sized and large retailers andlooking to capitalize on the secular growth in online retail. Revenues did not increase at the same rate as GMV due to an increase in the mix of transactions performedconducted under the purchaseconsignment model. Beginning in mid-March, RSCG began to experience reduced volumes resulting from retailers prioritizing their attention and resources to meet the demands for essential goods in response to the COVID-19 pandemic. Buyer demand has been mixed, with some buyers increasing their average purchases and some decreasing, depending on varying circumstances. As a result of the increase in revenues, partially offset by a decline in gross profit margin, gross profit increased 0.9%28.6%, or $0.1$3.5 million. Gross profit margin decreased 1.9% primarilyincreased 6.6% due to increased shipping costs and an increase in the mix from lower margin product categories.of transactions conducted under the consignment model and improved recovery rates on assets sold.
27


CAG. Revenue and GMV from the CAG segment decreased 48.6%increased by 34.8%, or $6.6$2.5 million and 36.7%, due to a 65.5%, or $13.2$14.9 million, respectively. The coincrease in GMV from nclusioncontinued growth of our industrial and heavy equipment categories, increases in principal transactions across the EMEA and Asia-Pacific regions, and increased use of the Scrap Contract caused revenueconsignment model internationally. Revenues did not increase at the same rate as GMV due to increases in transactions using partner organizations and GMV to each decline by $4.3 million. Excludingin the impactmix of transactions conducted under the consignment model. As a result of the completed Scrap Contract, revenue decreased by 24.9%increase in revenues, gross profit increased 42.0%, or $2.3 million, and GMV decreased by 28.1%, or $8.9$2.1 million. The declines were driven by the COVID-19 pandemic, which had a larger effect on CAG, as travel restrictions and facility closures in China early in the quarter interrupted supply from sellers and prevented buyers from inspecting goods already for sale. This trend affected our EMEA and North American regions in March as the pandemic spread. In addition, the North American region experienced softness in its industrial and bio-pharma verticals. Gross profit within the CAG segment decreased 42.9%, or $3.7 million, due to a $1.4 million impact from the completion of the Scrap Contract, and the impacts of the revenue declines. Gross profit margin increased 3.7% due to 69.9% from 62.9% dueincreases in the completion of the Scrap Contract, which had lower gross profit margins than the remaining business, partially offset by an increase in mix of revenues earned fromtransactions conducted under the purchase model.consignment model and in the recovery rates on principal transactions.

Machinio. Revenue from our Machinio segment increased 24.2%31.3%, or $0.3$0.5 million, due to an increase in subscription activity, and due to revenue earned from deferred revenues no longer containing effects from purchase accounting.activity. As a result of the increase in revenues, gross profit increased 27.4%30.6%, or $0.3$0.5 million. However, beginning in March, Machinio began to experience a reduction in traffic due to the COVID-19 pandemic.
Corporate & Other. The changes in revenue, GMV, gross profit and gross profit margin are due to the Company's exit from the IronDirect business in January 2019.

Consolidated Results

Revenue - Total consolidated revenue decreased $4.0increased $9.0 million, or 7.0%17.0%. Refer to the discussion of Segment Results above for discussiondiscussion of the decreaseincrease in revenue.
 
Cost of goods sold.sold (excludes depreciation and amortization).  Cost of goods sold increased $1.8decreased $0.2 million, or 7.3%0.9%, which changed at a lower rate than Revenue primarily due to revenue increasesan increase in RSCG, partially offset by revenue declines in CAG.

Seller distributions.  Seller distributions decreased $2.8 million, or 100.0%, due to the completionmix of transactions conducted under the Scrap Contract.consignment model.

Technology and operations expenses.  Technology and operations expenses decreased $1.8increased $0.5 million, or 13.7%. The decrease included $1.4 million due4.3% to support the completion ofincreased transaction volumes in the Scrap Contract and $1.6 million in reductions in CorporateRSCG and CAG (excluding the Scrap Contract) driven by benefits from restructuring and other organizational changes performed in fiscal 2019. These decreases were partially offset by a $1.2 million increase in RSCG and GovDeals driven by increased customer support and operations expenses from the continued growth in those segments. Due to the timing of implementation, the actions taken to reduce operating expenses in response to the COVID-19 pandemic did not have a significant impact this quarter, but are expected to result in decreased technology and operations expenses while they are in effect.

Sales and marketing expenses.  Sales and marketing expenses increased $1.0decreased $1.2 million, or 10.7%11.9%, due to a $0.4 million increase in sales expenses driven by the increases in revenues at GovDeals, RSCG and Machinio, and a $0.3 million increase in marketing labor and expenses to promote our new e-commerce technology platform and develop our consolidated marketplace. Due to the timing of implementation, the actions taken to reduce operating expenses in response to the COVID-19 pandemic did not have a significantpandemic. The impact this quarter, but are expectedof these actions on our operating expense levels will lessen as business conditions continue to resultrecover. These decreases were partially offset by an increase in decreased sales and marketing expenses while they areto promote our consolidated marketplace and expand market share in effect.key verticals.

General and administrative expenses.  General and administrative expenses decreased $1.2$0.5 million, or 14.2%6.8%, and was impacted by the completion of the Scrap Contract and by benefits from restructuring and other organizational changes performedactions taken to reduce operating expenses in fiscal 2019. Dueresponse to the timingCOVID-19 pandemic. The impact of implementation, the actions taken to reduce operating expenses in response to the COVID-19 pandemic did not have a significant impact this quarter, but are expectedwill lessen as business conditions continue to result in decreased general and administrative expenses while they are in effect.recover.
31

Depreciation and amortization. Depreciation and amortization expense were consistent between the three months ended March 31, 2021 and 2020.

Other operating expenses.expenses (income). Other operating expense for the three months ended March 31, 2020 was not significant. Other operating expenseexpenses of $1.4$0.2 million for the three months ended March 31, 2019 represents2021 primarily related to a long-lived asset impairment charge. Other operating (income) was not significant for the increase in the fair value of the Machinio earn-out liability and acquisition related costs.three months ended March 31, 2020.

Interest and other income, net.  Interest and other income, net decreased by $0.2 million due to a declinethe effect of changes in the holdings of short-term investments and also in their interestforeign exchange rates.

Provision for income taxes.  Provision for income taxes decreased $0.3increased $0.4 million due to the impact of foreign, state, and local taxes and permanent tax adjustments.

Six Months Ended March 31, 20202021 Compared to the Six Months Ended March 31, 20192020

Segment Results

GovDeals. Revenue from our GovDeals segment increased 3.1%37.6%, or $0.5$6.0 million, due to a 1.7%39.8%, or $2.7$62.2 million, increase in GMV from adding new sellers. However, beginningsellers and increasing volumes with existing sellers across several key categories, including transportation and real estate, and an increase in mid-March, GovDeals began to experience reduced volumes resulting from government facility closuresrecovery rates on assets sold, driven by our growing buyer base, automated asset promotion tools, and favorable macroeconomic factors in response to the COVID-19 pandemic, which also prevented buyer pickups and ability to complete related transactions.certain asset categories. As a result of the increase in revenues, and an increase in gross profit margin, gross profit increased 4.4%39.8%, or $0.6$5.9 million. Gross profit margin increased 1.2%, primarily due to a decline in vehicle sales which required transportation costs to arrive atremained relatively consistent between the point of sale.periods.

RSCG. Revenue from our RSCG segment increased 7.0%8.9%, or $4.5$6.0 million, due to an 8.9%31.0%, or $6.8$26.1 million, increase in GMV drivendriven by growing volumes within existing seller accounts and launching new programs with mid-sized and large retailers. Beginning looking to capitalize on the secular growth in mid-March, RSCG beganonline retail. Revenues did not increase at the same rate as GMV due to experience reduced volumes resulting from retailers prioritizing their attention and resources to meetan
28

increase in the demands for essential goods in response tomix of transactions conducted under the COVID-19 pandemic. Buyer demand has been mixed, with some buyers increasing their average purchases and some decreasing, depending on varying circumstances. consignment model. As a result of the increase in revenues, partially offset by a decline in gross profit margin, gross profit increased 4.0%34.6%, or $0.9$7.9 million. Gross profit margin decreased 1.0% primarilyincreased 7.9% due to increased shipping costs and an increase in the mix from lower margin product categories.of transactions conducted under the consignment model and improved recovery rates on assets sold.

CAG. Revenue and GMV from the CAG segment decreased 48.6%increased by 16.2%, or $14.2 million, and 36.5%, or $30.1 million, respectively. The conclusion of the Scrap Contract caused revenue and GMV to each decline by $8.4 million. Excluding the impact of the completed Scrap Contract, revenue decreased by 28.3%, or $5.9 million, and GMV decreased by 29.4%, or $21.8 million. The declines were driven by the COVID-19 pandemic, which had a larger effect on CAG, as travel restrictions and facility closures in China early in the quarter interrupted supply from sellers and prevented buyers from inspecting goods already for sale. This trend affected our EMEA and North American regions in March as the pandemic spread. The declines were also influenced by a strong prior year performance in the Asia-Pacific region, and associated with softness in the energy, industrial, and bio-pharma verticals in North America. Gross profit within the CAG segment decreased 38.6%, or $6.8$2.4 million due to a $2.931.5%, or $16.5 million impact fromincrease in GMV continued growth of our industrial and heavy equipment categories, increases in principal transactions across the completionEMEA and Asia-Pacific regions, and increased use of the Scrap Contract,consignment model internationally. Revenues did not increase at the same rate as GMV due to increases in transactions using partner organizations and asin the mix of transactions conducted under the consignment model. As a result of reductionthe increase in revenues.revenues, gross profit increased 24.3% or $2.6 million. Gross profit margin increased 5.0% due to 71.7% from 60.0% dueincreases in the completion of the Scrap Contract, which had lower gross profit margins than the remaining business, and from the increase in mix of revenues earned fromtransactions conducted under the consignment model.model and in the recovery rates on principal transactions.

Machinio. Revenue from our Machinio segment increased 50.3%22.4%, or $1.2$0.8 million, due to an increase in subscription activity, and due to revenue earned from deferred revenues no longer containing effects from purchase accounting.activity. As a result of the increase in revenues, gross profit increased 57.4%21.4%, or $1.2$0.7 million.
Corporate & Other. The changes in revenue, GMV, gross profit and gross profit margin are due to the Company's exit from the IronDirect business in January 2019.

Consolidated Results

Revenue -Revenue. Total consolidated revenue decreased $8.5increased $15.2 million, or 7.7%14.9%. Refer to the discussion of Segment Results above for discussiondiscussion of the decreaseincrease in revenue.
 
Cost of goods sold.sold (excludes depreciation and amortization).  Cost of goods sold increased $1.0decreased $1.8 million, or 2.1%3.6%, which changed at a lower rate than Revenue primarily due to revenue increaseslower cost of sales associated with the principal transactions, which benefited from higher recovery rates during the year, and an increase in RSCG, partially offset by revenue declines in CAG.

Seller distributions.  Seller distributions decreased $5.4 million, or 100.0%, due to the completionmix of transactions conducted under the Scrap Contract.consignment model.
32


Technology and operations expenses.  Technology and operations expenses were consistent between the six months ended March 31, 2021 decreased $3.1 million, or 12.0%. The decrease included $2.7 million due toand 2020 as the completion of the Scrap Contract and $2.3 million in reductions in Corporate and CAG (excluding the Scrap Contract) driven by benefits from restructuring and other organizational changes performed in fiscal 2019. These decreases were partially offset by a $2.2 million increase in RSCG and GovDeals driven by increased customer support and operations expenses from the continued growth in those segments. Due to the timing of implementation, the actions taken to reduce operating expenses in response to the COVID-19 pandemic did not have a significant impact this period, but are expected to resultwere offset by an increase in decreased technology and operations expenses while they areto support the increased transaction volumes in effect.the RSCG segment. The impact of the actions in response to the COVID-19 pandemic on our operating expense levels will lessen as business conditions continue to recover.

Sales and marketing expenses.  Sales and marketing expenses increased $1.6decreased $1.7 million, or 8.8%8.6%, due to a $0.4 million increase in sales expenses driven by the increases in revenues at GovDeals and RSCG, partially offset by the reduced revenues in CAG, and a $1.1 million increase in marketing labor and expenses to promote our new e-commerce technology platform and develop our consolidated marketplace. Due to the timing of implementation, the actions taken to reduce operating expenses in response to the COVID-19 pandemic did not have a significantpandemic. The impact this quarter, but are expectedof these actions on our operating expense levels will lessen as business conditions continue to resultrecover. These decreases were partially offset by an increase in decreased sales and marketing expenses while they areto promote our consolidated marketplace and expand market share in effect.key verticals.

General and administrative expenses.  General and administrative expenses decreased $2.2$1.2 million, or 12.5%8.0%, and werewas impacted by the completion of the Scrap Contract and by benefits from restructuring and other organizational changes performedactions taken to reduce operating expenses in fiscal 2019. Dueresponse to the timingCOVID-19 pandemic. The impact of implementation, the actions taken to reduce operating expenses in response to the COVID-19 pandemic did not have a significant impact this quarter, but are expectedwill lessen as business conditions continue to resultrecover.

Depreciation and amortization. Depreciation and amortization expense increased $0.4 million, or 12.4%, due to an increase in decreased generalamortization of capitalized software related to the continued development and administrative expenses while they are in effect.enhancement of our e-commerce platform and tools.

Other operating expenses.expenses (income). Other operating expense of $0.2 million forexpenses were consistent between the six months ended March 31, 2020 represents the increase in fair value of the Machinio earn-out liability. Other operating expense of $1.6 million for the six months ended March 31, 2019 represents the increase in the fair value of the Machinio earn-out liability 2021 and acquisition related costs.2020.

Interest and other income, net.  Interest and other income, net decreased by $0.3 million due to a declinethe effect of changes in the holdings of short-term investments and also in their interestforeign exchange rates.

Provision for income taxes.  Provision for income taxes decreased $0.1increased $0.2 million due to the impact of foreign, state, and local taxes and permanent tax adjustments.

Liquidity and Capital Resources
 
Our operational cash needs primarily relate to working capital, including staffing costs, technology expenses and capital used for inventory purchases, which we have funded through existing cash balances and cash generated from operations. From time to time, we may use our capital resources for other activities, such as contract start-up costs, joint ventures, share repurchases and acquisitions. As of March 31, 2020,2021, we had $41.8$87.6 million in cash as well as $10.0 million in short-term investments.and cash equivalents.
29


We expect that theThe COVID-19 pandemic may causehas caused the Company's GMV EBITDA and revenues to fluctuate, and the Company implemented cost control measures to protect against those fluctuations. From a cash position to declineflow perspective, the Company employed working capital management practices, primarily in the short-term although the Company's actions taken to conserve resources and the speed at which business activity may return may mitigate these short-term declines. These mitigation efforts include salary reductions, furloughs, moderation in discretionary spending and non-essential investments, and amendmentsform of temporary extensions to vendor payment terms. However, we believe that our existing cash, cash equivalents,terms, and short-term investments will be sufficientalso experienced accumulation in its payables to meet our anticipated cash needs for at least the next twelve months.sellers balance due to COVID-19 restrictions causing some buyer delays in their ability to pick up purchased assets.

In fiscal 2019, we deployed our new e-commerce technology platform. We expect to continue to invest in enhancements to our e-commerce technology platform, marketplace capabilities and for the implementation of tools for data-driven product recommendations, omni-channel behavioral marketing, and predictive analytics, and the implementation of integrated services for our retail supply chain segment.

During the second quarter of fiscal 2020 the Company paid the $5.0 million earn-out payment for the Machinio acquisition we made in July 2018 for which we paid $16.7 million in cash.

We did not record a provision for deferred U.S. tax expense on the undistributed earnings of foreign subsidiaries because we intend to indefinitely reinvest the earnings of these foreign subsidiaries outside the United States. The amount of such undistributed foreign earnings was $4.0$6.0 million as of March 31, 2020.2021. As of March 31, 20202021 and September 30, 2019, $16.92020, $19.9 million and $21.0$19.5 million, respectively, of cash and cash equivalents was held outside of the U.S.

33

We arehave been authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash. We did not

As of the fiscal year ended September 30, 2020, we had $6.1 million of remaining share repurchase authorization. On March 8, 2021, our Board of Directors authorized an additional $10 million of share repurchases of the Company's outstanding shares of common stock through March 31, 2023.

The Company repurchased 647,583 shares for $12.0 million and 957,079 shares for $16.1 million under this program during the three and six months ended March 31, 2020 or 2019. 2021, respectively. As of March 31, 2020, we are authorized2021, the Company had no remaining authorization to repurchase up to an additional $10.1 million in shares under this program.On May 3, 2021, the Company's Board of Directors authorized the repurchase of up to $15 million of the Company's outstanding shares of common stock through June 30, 2023.
 
Most of our sales are recorded subsequent to receipt of payment authorization, utilizing credit cards, wire transfers, and PayPal, an Internet based payment system, as methods of payments. As a result, we are not subject to significant collection risk, as goods are generally not shipped before payment is received.

Changes in Cash Flows: Six Months Ended March 31, 20202021 Compared to the Six Months Ended March 31, 20192020
 
Net cash used inprovided by (used in) operating activities was $12.1$31.3 million and $11.6$(12.1) million for the six months ended March 31, 20202021 and 2019,2020, respectively. The $0.5$43.5 million increase in cash used inprovided by operations between periods was attributable to the $3.8 million portion of the Machinio earn-out payment associated with its increase in value post-acquisition, partially offset by $2.1$21.2 million of lowerhigher net income as adjusted for non-cash items,items; changes in payables to sellers, driven by increasing transactions volumes; changes to accounts payable, accrued expenses and $1.1other liabilities driven by the management of working capital; and partially offset by a $4.9 million of final payments of seller distributions associated with the completion of the Scrap Contract.increase in inventory driven by our RSCG and CAG segments. Our working capital accounts are subject to natural variations depending on the rate of change of our transaction volumes, the timing of cash receipts and payments, and our variations in our transaction volumes are related to settlements between our buyers and sellers.sellers. However, there have been no significant changes to the working capital requirements for the Company.

Net cash (used in) provided by investing activities was $(1.6) million for the six months ended March 31, 2021, and $19.7 million for the six months ended March 31, 2020, and $13.02020. The $(21.3) million wasincrease in cash used byin investing activities forwas driven by $(20.0) million net impact of maturities of Short-term investments during the six months ended March 31, 2019. The $32.7 million2020 as the Company transitioned to using Cash equivalent money market funds in its treasury strategy. A further increase in the cash provided byused in investing activities was driven by a $30.0 million increase in activity related to short-term investments which are used to manageresult of proceeds from the Company's excess cash balances, and $2.5 million principal payment on theJTC promissory note issuedbeing $2.6 million during the six months ended March 31, 2020 compared to JTC. As discussed in Note 2 - Summary of Significant Accounting Policies to$0.8 million during the Company's consolidated financial statements, thesix months ended March 31, 2021. The Company concluded that it remains probable that the Company will collect the amounts related to the promissory note issued to JTC. However, the Company will continuecontinues to monitor for changes that could impact the recoverability of the promissory note, which will depend on JTC's subsequent operating performance and ability to make the payments required by the new repayment schedule.

Net cash used in financing activities was $19.0 million for the six months ended March 31, 2021, and $1.7 million for the six months ended March 31, 2020. The $1.9$17.3 million increase in cash used by financing activities consisted of $1.2was primarily driven by $16.1 million the portion of the Machinio earn-out payment that represented its fair value at the date of acquisition,in common stock repurchases and $0.6a $2.6 million increase in taxes paid associated with net settlement of stock
30

compensation awards. Net settlement was not usedawards from vesting of awards with market conditions due to the achievement of increases in the prior year comparable period.Company's share price.

Capital Expenditures.expenditures.  Our capital expenditures consist primarily of capitalized software, computers and purchased software, office equipment, furniture and fixtures, and leasehold improvements. The timing and volume of such capital expenditures in the future will be affected by the addition of new sellers or buyers or expansion of existing seller or buyer relationships. We intend to fund those expenditures primarily from our existing cash balances and operating cash flows. Our capital expenditures for the six months ended March 31, 20202021 were $2.8$2.4 million. As of March 31, 2020,2021, we had no significant outstanding commitments for capital expenditures.

Our future capital requirements will depend on many factors including our rate of revenue growth, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the development and deployment of new marketplaces, the introduction of new value-added services and the costs to establish additional distribution centers.

Off-Balance Sheet Arrangements
 
We do not have any transactions, agreements or other contractual arrangements that could be considered material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
 
Interest rate sensitivity. We had no debt asAs of March 31, 2020,2021, we do not have any debt, and we are not holding any short-term investments, but we do hold $10.0$40.0 million of short-term investments with interest rates of 1.76%cash and $10.0 million of cash equivalents in money market funds. Changes in interest ratesyields on these short-term investmentsthe money market funds are not expected to have a significant impact to our consolidated results of operations. Our investment policy
34

requires us to invest funds in excess of current operating requirements. The principal objectives of our investment activities are to preserve principal, provide liquidity and maximize income consistent with minimizing risk of material loss.

Exchange rate sensitivity. Because of the number of countries and currencies we operate in, movements in currency exchange rates may affect our results. We report our operating results and financial condition in U.S. dollars. Our U.S. operations earn revenues and incur expenses primarily in U.S. dollars. Outside the United States, we predominantly generate revenues and expenses in the local currency. When we translate the results and net assets of these operations into U.S. dollars for reporting purposes, movements in exchange rates will affect reported results and net assets. Volatile market conditions arising from the COVID-19 pandemic may result in significant changes in exchange rates, which wouldcould affect our results of operations expressed in U.S. dollars.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

During the three months ended March 31, 2020,2021, no change occurred in our internal controls over financial reporting that materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. While the impact of COVID-19 pandemic and our actions taken in response, including furloughs and employees working remotely, has not materially affected our internal control over financial reporting as of March 31, 2020, we will continue to monitor and assess this ongoing situation for potential material affects.

As of March 31, 2020,2021, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer (Principal Financial Officer) concluded that our disclosure controls and procedures were effective and were operating to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

3531

PART II—OTHER INFORMATION
 
Item 1. Legal Proceedings.

Information regarding the Company's legal proceedings may be found in Note 1112 of the accompanying Notes to the Unaudited Consolidated Financial Statements.

Item 1A. Risk Factors.
Natural or man-made disasters, including health emergencies related to the COVID-19 (coronavirus) pandemic, could have a material adverse effect on our business operations, results of operations, cash flows and financial position.

COVID-19 has caused volatility in the global financial markets and threatened a slowdown in the global economy. In addition, we cannot predict the impact that COVID-19 will have on our sellers, buyers, vendors, and other business partners, and each of their financial conditions; however, any material effect on these parties could adversely impact us. The COVID-19 pandemic has already begun to disrupt our marketplace operations, including by reducing the supply of surplus assets that might otherwise be sold due to government and commercial business closures. Further, shelter-in-place orders could cause buyers to refrain from bidding or otherwise engaging in transactions, at least in the near term, as they may have reduced demand in their businesses or, alternatively, are unable to engage in inspection and pick-up activities relating to winning auctions or closing sales.

A prolonged quarantine or border closure could result in temporary or longer-term disruptions of surplus disposal patterns, consumption and trade patterns, supply chains, production processes, and operations. A widespread health crisis, such as the COVID-19 pandemic, could negatively affect the economies and financial markets of many countries resulting in a global economic downturn which could negatively impact the volume of assets available for sale, the number of interested buyers or bidders, recovery maximization on marketplace transactions and marketplace GMV.

The COVID-19 pandemic has also heightened the risk that a significant portion of our workforce will suffer illness or otherwise not be permitted or be unable to work and exposing us to cyber and other risks associated with a large number of our employees working remotely. Certain of our RSCG warehouse facilities have experienced cases of COVID-19, and although we have not had temporary workplace disruptions, we cannot predict whether these will occur in the future or if our RSCG warehouse facilities will experience more significant or frequent disruptions in the future.

Pandemics, such as the current global COVID-19 virus, outbreaks of communicable infections or diseases, or other public health concerns in the markets in which our consumers or employees live and/or in which we or our distributors, retailers, and suppliers operate.

Supply disruption may result from restrictions on the ability of employees and others in the reverse supply chain to travel and work, such as caused by quarantine or individual illness, or which may result from border closures imposed by governments to deter the spread of communicable infection or disease, or determinations by us or our sellers or buyers to temporarily suspend operations in affected areas, or other actions which restrict the ability to engage in transactions for surplus assets or which may otherwise negatively impact our ability to facilitate inspection and shipment of surplus assets. Ports or channels of entry may be closed or operate at only a portion of capacity, or transportation of surplus assets within a region or country may be limited, if workers are unable to report to work due to travel restrictions or personal illness. Our operations and the operations of our sellers and buyers may become less efficient or otherwise become negatively impacted if our executive leaders or other personnel critical to our operations are unable to work or if a significant percentage of the workforce is unable to work or is required to work from home. Cost saving measures may not be enough. A prolonged quarantine or border closure could result in temporary or longer-term disruptions of reverse supply chain patterns, consumption and trade patterns. A widespread health crisis, such as the COVID-19 pandemic, could negatively affect the economies and financial markets of many countries resulting in a global economic downturn that could, in turn, negatively impact demand for surplus assets and our ability to facilitate transactions. Any of these events could have a material adverse effect on our business, liquidity, financial condition, or results of operations.

As a result of a decline in transactional activity attributable to the COVID-19 pandemic and our need to conserve cash, we have implemented furloughs and temporary pay cuts, which could adversely impact the morale and performance of employees and our ability to retain them.

Certain employees have been furloughed without pay and most other employees earning more than $50,000 in base salary have received pay cuts. These actions could have unintended impact on our employees, could lead to a decline in employee morale,
36

and could lead to a loss of these or other employees. In the event of employee attrition, we may not be able to replace the lost employees on a timely basis, or with individuals having the same level of skills. In either case, our business prospects, results of operations and financial condition could be materially and adversely affected.

In addition to the other information set forth in this report, you should carefully consider the factors set forth in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019,2020, which could materially affect our business, financial condition or future results. The risks described in our Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None during the period covered by this report.

Use of Proceeds

Not applicable.

Issuer Purchases of Equity Securities

The following table presents information about our repurchases of common stock during the three months ended March 31, 2021 (in thousands, except share and per share amounts):

PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as a Part of a Publicly Announced ProgramApproximate Dollar Value of Shares that May Yet be Purchased Under the Programs
January 1, 2021 to January 31, 2021114,388 $17.39 41,160 $1,384 
February 1, 2021 to February 28, 2021— $— — $1,384 
March 1, 2021 to March 31, 2021606,423 $18.77 606,423 $— 
Total720,811 647,583 

We have been authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash.

As of March 31, 2021, the Company has no remaining authorization to repurchase shares under this program. On May 3, 2021, the Company's Board of Directors authorized the repurchase of up to $15 million of the Company's outstanding shares of common stock through June 30, 2023.

Separate from the share repurchase program, our stock incentive plans allow for participants to exercise stock options by surrendering shares of common stock equivalent in value to the exercise price due. During the three months ended March 31, 2021, participants surrendered 73,228 shares of common stock in the exercise of stock options. Any shares surrendered to the Company in this manner are not available for future grant.

32

Item 5. Other Information.

GivenOn May 3, 2021, the continued uncertainty inCompany's Board of Directors authorized the current business climate andrepurchase of up to respond to changing conditions resulting from the COVID-19 pandemic, Mr. William P. Angrick, III, Chairman and Chief Executive Officer$15 million of the Company, has agreedCompany's outstanding shares of common stock through June 30, 2023. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and the existence of alternative investment opportunities. The repurchase program will be executed consistent with the Company's capital allocation strategy of prioritizing investment to continue his voluntary reduction in his base salary at a level of a 50% reduction. Messrs. Jorge A. Celaya, John Daunt, Michael Lutz, Nicholas Rozdilsky, Mark A. Shaffer, and Steven Weiskircher have also voluntarily agreed to continue to reduce their base salaries at a level of a 25% reduction.grow the business over the long term.

In addition, each memberUnder the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases, all in compliance with the rules of the Board of Directors has agreed to continue to voluntarily forgo half of all fees paid to such directors for his or her service on the Board, including the annual retainer, committee membershipUnited States Securities and leadExchange Commission (the “SEC”) and committee chair fees.other applicable legal and regulatory requirements.

These measures are effective forThe repurchase program does not obligate the monthsCompany to acquire any particular amount of Maycommon shares, and June and willthe repurchase program may be reviewed based on evolving operating and financial conditions insuspended or discontinued at any time at the future.Company’s discretion.

37

Item 6. Exhibits.
 
Exhibit No. Description
2.1 
3.1  
3.2  
10.1# 
10.2# 
10.3# 

10.4# 
10.5# 
10.6# 
10.7# 
10.8# 
10.9# 
10.10# 
31.1  
31.2  
32.1  
32.2  
101  The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,2021, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Loss,Income (Loss), (iv) Consolidated Statement of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to the Unaudited Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

# Indicates management contract or compensatory plan.


3833

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
LIQUIDITY SERVICES, INC.
 (Registrant)
  
  
May 7, 20206, 2021By:/s/ William P. Angrick, III
 William P. Angrick, III
 Chairman of the Board of Directors
 and Chief Executive Officer
  
  
May 7, 20206, 2021By:/s/ Jorge A. Celaya
 Jorge A. Celaya
 Executive Vice President and Chief Financial Officer
May 7, 2020By:/s/ Samuel M. Guzman, Jr.
Samuel M. Guzman, Jr.
Vice President and Chief Accounting Officer

3934