Cover Page
Cover Page - shares | 9 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-51813 | |
Entity Registrant Name | LIQUIDITY SERVICES, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-2209244 | |
Entity Address, Address Line One | 6931 Arlington Road | |
Entity Address, Address Line Two | Suite 460 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 202 | |
Local Phone Number | 467-6868 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | LQDT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,691,148 | |
Entity Central Index Key | 0001235468 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 98,147 | $ 96,122 |
Short-term investments | 7,715 | 1,819 |
Accounts receivable, net of allowance for doubtful accounts of $313 and $449 | 6,257 | 11,792 |
Inventory, net | 12,541 | 11,679 |
Prepaid taxes and tax refund receivable | 1,766 | 1,631 |
Prepaid expenses and other current assets | 8,476 | 6,551 |
Total current assets | 134,902 | 129,594 |
Property and equipment, net | 17,570 | 19,094 |
Operating lease assets | 10,305 | 13,207 |
Intangible assets, net | 13,298 | 16,234 |
Goodwill | 89,616 | 88,910 |
Deferred tax assets | 9,072 | 13,628 |
Other assets | 8,264 | 7,437 |
Total assets | 283,027 | 288,104 |
Current liabilities: | ||
Accounts payable | 44,606 | 41,982 |
Accrued expenses and other current liabilities | 20,538 | 23,304 |
Current portion of operating lease liabilities | 4,279 | 4,540 |
Deferred revenue | 4,700 | 4,439 |
Payables to sellers | 46,071 | 49,238 |
Total current liabilities | 120,194 | 123,503 |
Operating lease liabilities | 6,843 | 9,687 |
Other long-term liabilities | 181 | 378 |
Total liabilities | 127,218 | 133,568 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 36,049,719 shares issued and outstanding at March 31, 2023; 35,724,057 shares issued and outstanding at September 30, 2022 | 36 | 36 |
Additional paid-in capital | 264,162 | 258,275 |
Treasury stock, at cost; 5,096,341 shares at March 31, 2023, and 3,813,199 shares at September 30, 2022 | (84,027) | (62,554) |
Accumulated other comprehensive loss | (8,124) | (10,285) |
Accumulated deficit | (16,238) | (30,936) |
Total stockholders’ equity | 155,809 | 154,536 |
Total liabilities and stockholders’ equity | $ 283,027 | $ 288,104 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 555 | $ 449 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 36,115,562 | 35,724,057 |
Common stock, shares outstanding (in shares) | 36,115,562 | 35,724,057 |
Treasury Stock, Common, Shares | 5,432,546 | 3,813,199 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Total revenue | $ 80,770 | $ 69,866 | $ 234,505 | $ 204,848 |
Costs and expenses from operations: | ||||
Cost of goods sold (excludes depreciation and amortization) | 35,201 | 28,932 | 107,340 | 85,662 |
Technology and operations | 13,927 | 13,782 | 43,423 | 41,573 |
Sales and marketing | 13,068 | 10,900 | 35,712 | 32,217 |
General and administrative | 7,454 | 6,389 | 21,243 | 21,672 |
Depreciation and amortization | 2,866 | 2,641 | 8,433 | 7,546 |
Fair value adjustment of acquisition earn-outs | 0 | (11,500) | 0 | (20,000) |
Other operating (income) expenses, net | (1) | 27 | 128 | 18 |
Total costs and expenses | 72,515 | 51,171 | 216,279 | 168,688 |
Income from operations | 8,255 | 18,695 | 18,226 | 36,160 |
Interest and other (income) expense, net | (775) | 104 | (1,737) | (73) |
Income before provision for income taxes | 9,030 | 18,591 | 19,963 | 36,233 |
Provision for income taxes | 2,543 | 2,183 | 5,265 | 4,254 |
Net income | $ 6,487 | $ 16,408 | $ 14,698 | $ 31,979 |
Basic income per common share (in usd per share) | $ 0.21 | $ 0.51 | $ 0.47 | $ 0.98 |
Diluted income per common share (in usd per share) | $ 0.21 | $ 0.50 | $ 0.46 | $ 0.94 |
Basic weighted average shares outstanding (in shares) | 30,605,963 | 31,908,864 | 31,243,979 | 32,482,326 |
Diluted weighted average shares outstanding | 31,513,488 | 33,078,568 | 32,193,239 | 34,013,233 |
Purchase revenues | ||||
Total revenue | $ 42,809 | $ 35,507 | $ 128,715 | $ 109,109 |
Consignment and other fee revenues | ||||
Total revenue | $ 37,961 | $ 34,359 | $ 105,790 | $ 95,739 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 6,487 | $ 16,408 | $ 14,698 | $ 31,979 |
Other comprehensive income (loss): | ||||
Foreign currency translation | 645 | (1,170) | 2,161 | (1,470) |
Other comprehensive income (loss), net of taxes | 645 | (1,170) | 2,161 | (1,470) |
Comprehensive income | $ 7,132 | $ 15,238 | $ 16,859 | $ 30,509 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Retained Earnings |
Balance (in shares) at Sep. 30, 2021 | 35,457,095 | |||||
Balance at Sep. 30, 2021 | $ 135,015 | $ 35 | $ 252,017 | $ (9,011) | $ (71,398) | |
Balance (in shares) at Sep. 30, 2021 | (2,222,083) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 3,602 | 3,602 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 131,070 | |||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 1 | $ 1 | ||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (40,239) | |||||
Taxes paid associated with net settlement of stock compensation awards | (851) | (851) | ||||
Common stock repurchased | (2,963) | $ (2,963) | ||||
Common stock repurchased (in shares) | (147,185) | |||||
Stock compensation expense | 2,270 | 2,270 | ||||
Balance (in shares) at Dec. 31, 2021 | 35,533,071 | |||||
Balance at Dec. 31, 2021 | 137,079 | $ 36 | 253,536 | (9,142) | (67,660) | |
Balance (in shares) at Dec. 31, 2021 | (2,373,946) | |||||
Balance (in shares) at Sep. 30, 2021 | 35,457,095 | |||||
Balance at Sep. 30, 2021 | 135,015 | $ 35 | 252,017 | (9,011) | (71,398) | |
Balance (in shares) at Sep. 30, 2021 | (2,222,083) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 31,979 | |||||
Balance (in shares) at Jun. 30, 2022 | 35,576,454 | |||||
Balance at Jun. 30, 2022 | 144,669 | $ 36 | 256,572 | (10,481) | (39,282) | |
Balance (in shares) at Jun. 30, 2022 | (3,794,038) | |||||
Balance (in shares) at Dec. 31, 2021 | 35,533,071 | |||||
Balance at Dec. 31, 2021 | 137,079 | $ 36 | 253,536 | (9,142) | (67,660) | |
Balance (in shares) at Dec. 31, 2021 | (2,373,946) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 11,970 | 11,970 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 320,943 | |||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (47,124) | |||||
Taxes paid associated with net settlement of stock compensation awards | (958) | (958) | ||||
Common stock repurchased | (17,035) | $ (17,035) | ||||
Common stock repurchased (in shares) | (1,011,881) | |||||
Stock compensation expense | 2,102 | 2,102 | ||||
Balance (in shares) at Mar. 31, 2022 | 35,563,988 | |||||
Balance at Mar. 31, 2022 | 132,989 | $ 36 | 254,680 | (9,311) | (55,690) | |
Balance (in shares) at Mar. 31, 2022 | (3,385,827) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 16,408 | 16,408 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 18,373 | |||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (5,907) | |||||
Taxes paid associated with net settlement of stock compensation awards | (92) | (92) | ||||
Common stock repurchased | (5,450) | $ (5,450) | ||||
Common stock repurchased (in shares) | (408,211) | |||||
Stock compensation expense | 1,984 | 1,984 | ||||
Balance (in shares) at Jun. 30, 2022 | 35,576,454 | |||||
Balance at Jun. 30, 2022 | $ 144,669 | $ 36 | 256,572 | (10,481) | (39,282) | |
Balance (in shares) at Jun. 30, 2022 | (3,794,038) | |||||
Balance (in shares) at Sep. 30, 2022 | 35,724,057 | 35,724,057 | ||||
Balance at Sep. 30, 2022 | $ 154,536 | $ 36 | 258,275 | $ (62,554) | (10,285) | (30,936) |
Balance (in shares) at Sep. 30, 2022 | 3,813,199 | (3,813,199) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ 3,967 | 3,967 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 190,119 | |||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 495 | 495 | ||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (14,536) | |||||
Taxes paid associated with net settlement of stock compensation awards | (244) | (244) | ||||
Common stock repurchased | (7,199) | $ (7,199) | ||||
Common stock repurchased (in shares) | (531,819) | |||||
Stock compensation expense | 2,126 | 2,126 | ||||
Foreign currency translation | 1,273 | 1,273 | ||||
Balance (in shares) at Dec. 31, 2022 | 35,899,640 | |||||
Balance at Dec. 31, 2022 | $ 154,953 | $ 36 | 260,653 | $ (69,754) | (9,012) | (26,970) |
Balance (in shares) at Dec. 31, 2022 | (4,345,018) | |||||
Balance (in shares) at Sep. 30, 2022 | 35,724,057 | 35,724,057 | ||||
Balance at Sep. 30, 2022 | $ 154,536 | $ 36 | 258,275 | $ (62,554) | (10,285) | (30,936) |
Balance (in shares) at Sep. 30, 2022 | 3,813,199 | (3,813,199) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ 14,698 | |||||
Balance (in shares) at Jun. 30, 2023 | 36,115,562 | 36,115,562 | ||||
Balance at Jun. 30, 2023 | $ 155,809 | $ 36 | 264,162 | $ (84,027) | (8,124) | (16,238) |
Balance (in shares) at Jun. 30, 2023 | 5,432,546 | (5,432,546) | ||||
Balance (in shares) at Dec. 31, 2022 | 35,899,640 | |||||
Balance at Dec. 31, 2022 | $ 154,953 | $ 36 | 260,653 | $ (69,754) | (9,012) | (26,970) |
Balance (in shares) at Dec. 31, 2022 | (4,345,018) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 4,245 | 4,245 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 184,791 | |||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (34,713) | |||||
Taxes paid associated with net settlement of stock compensation awards | (492) | (492) | ||||
Common stock repurchased | (9,814) | $ (9,814) | ||||
Common stock repurchased (in shares) | (749,903) | |||||
Shares swapped to exercise stock options | 18 | $ (18) | ||||
Shares swapped to exercise stock options (in shares) | (1,420) | |||||
Stock compensation expense | 1,939 | 1,939 | ||||
Foreign currency translation | 243 | 243 | ||||
Balance (in shares) at Mar. 31, 2023 | 36,049,718 | |||||
Balance at Mar. 31, 2023 | 151,074 | $ 36 | 262,118 | $ (79,586) | (8,769) | (22,725) |
Balance (in shares) at Mar. 31, 2023 | (5,096,341) | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 6,487 | 6,487 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 87,515 | |||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (21,671) | |||||
Taxes paid associated with net settlement of stock compensation awards | (324) | (324) | ||||
Common stock repurchased | (4,268) | $ (4,268) | ||||
Common stock repurchased (in shares) | (325,410) | |||||
Shares swapped to exercise stock options | 173 | $ (173) | ||||
Shares swapped to exercise stock options (in shares) | (10,795) | |||||
Stock compensation expense | 2,195 | 2,195 | ||||
Foreign currency translation | $ 645 | 645 | ||||
Balance (in shares) at Jun. 30, 2023 | 36,115,562 | 36,115,562 | ||||
Balance at Jun. 30, 2023 | $ 155,809 | $ 36 | $ 264,162 | $ (84,027) | $ (8,124) | $ (16,238) |
Balance (in shares) at Jun. 30, 2023 | 5,432,546 | (5,432,546) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||
Net Income | $ 14,698 | $ 31,979 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,433 | 7,546 |
Stock compensation expense | 6,023 | 6,156 |
Inventory adjustment to net realizable value | 859 | 98 |
Provision for doubtful accounts | 519 | 68 |
Deferred tax expense | 4,556 | 3,410 |
Impairment of long-lived and other non-current assets | 0 | 31 |
Gain on disposal of property and equipment | (60) | (29) |
Gain on termination of lease | 0 | (240) |
Change in fair value of earn-out liability | 0 | (20,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,209 | (2,215) |
Inventory | (1,636) | (1,985) |
Prepaid taxes and tax refund receivable | (135) | 224 |
Prepaid expenses and other assets | (2,117) | (2,788) |
Operating lease assets and liabilities | (207) | 451 |
Accounts payable | 2,496 | 6,635 |
Accrued expenses and other current liabilities | (2,762) | (5,955) |
Deferred revenue | 261 | 296 |
Payables to sellers | (3,653) | 8,233 |
Other liabilities | (128) | (778) |
Net cash provided by operating activities | 32,356 | 31,137 |
Investing activities | ||
Cash paid for business acquisition, net of cash acquired | 0 | (11,164) |
Purchases of property and equipment, including capitalized software | (3,905) | (6,292) |
Purchase of short-term investments | (5,603) | 0 |
Other investing activities, net | 58 | 23 |
Net cash used in investing activities | (9,450) | (17,433) |
Financing activities | ||
Common stock repurchases | (21,198) | (25,447) |
Taxes paid associated with net settlement of stock compensation awards | (1,060) | (1,901) |
Payments of the principal portion of finance lease liabilities | (75) | (75) |
Payment for debt issuance cost | 0 | (91) |
Proceeds from exercise of stock options, net of tax | 496 | 0 |
Payment of earn-out liability related to business acquisition | (3,500) | |
Net cash used in financing activities | (21,837) | (31,014) |
Effect of exchange rate differences on cash and cash equivalents | 956 | (739) |
Net increase (decrease) in cash and cash equivalents | 2,025 | (18,049) |
Cash and cash equivalents at beginning of period | 96,122 | 106,335 |
Cash and cash equivalents at end of period | 98,147 | 88,286 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes, net | 975 | 592 |
Non-cash: Common stock surrendered in the exercise of stock options | 191 | 100 |
Non-cash: Earn-out liability for acquisition activity | $ 0 | $ 4,500 |
Organization
Organization | 9 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Liquidity Services, Inc. (Liquidity Services or the Company) is a leading global commerce company providing trusted marketplace platforms that power the circular economy. We create a better future for organizations, individuals, and the planet by capturing and unleashing the intrinsic value of surplus. We connect millions of buyers and thousands of sellers through our leading auction marketplaces, search engines, asset management software, and related services. Our comprehensive solutions enable the transparent, efficient, sustainable recovery of value from excess items owned by business and government sellers. Our business delivers value to shareholders by unleashing the intrinsic value of surplus through our marketplace platforms. These platforms ignite and enable a self-reinforcing cycle of value creation where buyers and sellers attract one another in growing numbers. The result of this cycle is a continuous flow of goods that becomes increasingly valuable as more participants join the platforms, thereby creating positive network effects that benefit sellers, buyers, and shareholders. Results from our operations are organized into four reportable segments: GovDeals, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG) and Machinio. See Note 14 - Segment Information for more information regarding our segments. Liquidity Services was incorporated in Delaware in November 1999 as Liquidation.com, Inc. and commenced operations in early 2000. 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 any future economic impact from the ongoing Russia-Ukraine conflict, increasing tensions between the United States and China, inflationary pressures, recent volatility in the financial services industry, and impacts from interest rate changes; 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies Unaudited Interim Financial Information | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies Unaudited Interim Financial Information | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial 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, and intercompany transactions and accounts have been eliminated in conso lidation. The information disclosed in the notes to the condensed consolidated financial statements for these periods is unaudited. Operating results for the three and nine months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending September 30, 2023 , 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 condensed consolidated financial statements and accompanying notes. For the three and nine months ended June 30, 2023 , these estimates required the Company to make assumptions about the impact of the ongoing Russia-Ukraine conflict, increasing tensions between the United States and China, and other disruptions to macroeconomic conditions and, in turn, the Company's results of operations. The Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates. 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 $ 1.2 million as of June 30, 2023, and $ 0.9 million as of September 30, 2022, and is included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. 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 $ 4.7 million as of June 30, 2023, and $ 4.4 million as of September 30, 2022, and is included in the line item Deferred revenue on the Condensed Consolidated Balance Sheets. Of the September 30, 2022, contract liability balance, $ 4.2 million was earned as other fee revenue during the nine months ended June 30, 2023. For the Company's Machinio segment, the performance obligation has been identified as the stand ready obligation to provide access to the Machinio subscription services, which it satisfies over time and recognizes as other fee revenues in the line item Consignment and other fee revenues on the Condensed Consolidated Statements of Operations. As of June 30, 2023, the Machinio segment had a remaining performance obligation of $ 4.7 million ; the Company expects to recognize the substantial majority of that amount as other fee revenues over the next 12 months . Contract Costs Contract costs relate to sales commissions paid on subscription contracts that are capitalized within our Machinio segment. Contract costs are amortized over the expected life of the customer contract. The contract cost balance was $ 2.1 million as of June 30, 2023, and $ 1.8 million as of September 30, 2022, and is included in the line item Prepaid expenses and other current assets, and Other assets on the Condensed Consolidated Balance Sheets. Amortization expense was $ 0.3 million and $ 0.9 million during the three and nine months ended June 30, 2023, and $ 0.3 million and $ 0.8 million during the three and nine months ended June 30, 2022 . Treasury Stock Treasury stock is presented at cost, including any applicable excise taxes, commissions and fees, as a reduction of stockholders’ equity in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders' Equity. Treasury stock held by us may be retired or reissued in the future. Risk Associated with Certain Concentrations For the majority of buyers that receive goods before payment to the Company is made, credit evaluations are performed. However, for the remaining buyers, goods are not shipped before payment is made, and as a result the Company is not subject to significant collection risk from those buyers. For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf. The funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company releases the funds to the seller, less the Company's commission and other fees due, 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 cash in banks within non-interest bearing, interest-bearing, and earnings allowance checking accounts, as well as cash equivalent money market funds, all of which exceed the applicable U.S. federal (FDIC and/or SIPC) and local jurisdiction (foreign banking institutions) insurance limits, and Accounts receivable. The recent disruptions in the financial services industry have created significant market challenges and uncertainty for entities that bank with those institutions, and which raised significant concern regarding the stability of the banking system in the United States. The Company did not maintain any funds or lending relationships with any of the banks impacted and the banks we do maintain accounts and relationships with have, to date, not experienced any significant disruptions. The Company deposits its cash in interest bearing checking accounts, acquires cash equivalent money market funds, and holds short-term investments designated as held-to-maturity investment securities, each with financial institutions that the Company considers to be of high credit quality. Management continually monitors the financial institutions with whom we conduct business and responds appropriately, when necessary, to manage potential risk exposure to our cash balances above the insurance limits. We have multiple vendor contracts with Amazon.com, Inc. under which we acquire and sell commercial merchandise. While purchase model transactions account for less than 20 % of our total GMV, the cost of inventory for purchase model transactions is the most significant component of our consolidated Costs of goods sold. $ 6.0 million and $ 8.1 million of inventory purchased under such contracts with Amazon.com, Inc. are included in our Consolidated Inventory balances as of June 30, 2023, and September 30, 2022, respectively. Our vendor contracts with respect to sourcing or consigning merchandise for our RSCG segment generally reflect the concentration dynamics inherent to the retail industry. Recent Accounting Pronouncements Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) , or Accounting Standards Codification (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 condensed consolidated financial statements and expects to estimate credit losses on its financial assets such as its accounts receivable, cash equivalent money market funds, and short-term investments. 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. |
Bid4Assets Acquisition
Bid4Assets Acquisition | 9 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Bid4Assets Acquisition | 3. Bid4Assets Acquisition On November 1, 2021, the Company purchased all of the issued and outstanding shares of stock of Bid4Assets, Inc. (Bid4Assets), a Maryland corporation. Bid4Assets is a leading online marketplace focused on conducting real property auctions for the government, including tax foreclosure sales and sheriff's sales. The results of Bid4Assets' operations are included within our GovDeals reportable segment and reporting unit. The acquisition date fair value of the consideration transferred to the former shareholders of Bid4Assets was approximately $ 42.7 million consisting of $ 14.7 million in cash (net of working capital adjustments totaling $ 0.3 million) and earn-out consideration with a fair value of $ 28.0 million. Former shareholders of Bid4Assets were eligible to receive earn-out consideration of up to $ 37.5 million in cash, payable based on Bid4Assets' achievement of trailing twelve-month EBITDA targets measured at the end of each calendar quarter until the quarter ended December 31, 2022. The Company's allocation of the purchase price to the assets acquired and liabilities assumed as of the Bid4Assets acquisition date of November 1, 2021, is as follows: (in thousands) Fair Value Cash and cash equivalents $ 3,576 Intangible assets 16,500 Other assets 346 Total assets acquired 20,422 Payable to sellers 3,715 Operating lease liabilities 204 Deferred tax liability 3,847 Total liabilities assumed 7,766 Net identifiable assets acquired $ 12,656 Goodwill 30,083 Total consideration transferred $ 42,739 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as Goodwill. The Goodwill associated with our acquisition includes the acquired assembled work force, and the value associated with the opportunity to leverage the workforce to continue to grow by adding additional customer relationships or new solutions in the future. Based on management's valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, Goodwill of approximately $ 30.1 million was recorded. The total Goodwill arising from the acquisition is included in the GovDeals reportable segment and reporting unit and is not deductible for tax purposes. The known intangible assets acquired were determined to consist of, and fair valued at, the following: (in thousands) Useful Life (in years) Fair Value Contract intangibles 8 $ 13,900 Developed software 3 2,200 Trade name 3 400 Total identifiable intangible assets $ 16,500 Contingent Consideration During the year ended September 30, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded contingent consideration in the amount of $ 28.0 million on its Condensed Consolidated Balance Sheets. Through December 31, 2022, $ 3.5 million in earn-out payments were made. The remaining earn-out fair value was $ 0 based upon actual performance through the final earn-out measurement period ending December 31, 2022. See further discussion of this matter within Note 11 - Fair Value Measurement . Other Information Revenue, net income (loss), and pro forma information related to the Bid4Assets acquisition was immaterial to the condensed consolidated financial statements and its related notes for the three and nine months ended June 30, 2022 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. 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 June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income $ 6,487 $ 16,408 $ 14,698 $ 31,979 Denominator: Basic weighted average shares outstanding 30,605,963 31,908,864 31,243,979 32,482,326 Dilutive impact of stock options, RSUs and RSAs 907,525 1,169,704 949,260 1,530,907 Diluted weighted average shares outstanding 31,513,488 33,078,568 32,193,239 34,013,233 Basic income per common share $ 0.21 $ 0.51 $ 0.47 $ 0.98 Diluted income per common share $ 0.21 $ 0.50 $ 0.46 $ 0.94 Stock options, RSUs and RSAs excluded from income per diluted share because their effect would have been anti-dilutive 1,813,106 1,303,147 1,834,550 1,290,073 |
Leases
Leases | 9 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | 5. Leases The Company has operating leases for its corporate offices, warehouses, vehicles and equipment. The operating leases have remaining terms of up to 3.6 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: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Finance lease – lease asset amortization $ 20 $ 19 $ 59 $ 61 Finance lease – interest on lease liabilities 4 5 12 15 Operating lease cost 1,327 1,406 4,011 4,318 Short-term lease cost 78 101 348 218 Variable lease cost (1) 199 405 948 958 Sublease income ( 27 ) ( 22 ) ( 78 ) ( 90 ) Total net lease cost $ 1,601 $ 1,914 $ 5,300 $ 5,480 (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: June 30, 2023 Operating Leases Finance Leases Remainder of 2023 $ 1,303 $ 29 2024 4,503 97 2025 3,682 68 2026 2,235 65 2027 420 12 Thereafter — — Total lease payments (1) $ 12,143 $ 271 Less: imputed interest (2) ( 978 ) ( 21 ) Total lease liabilities $ 11,165 $ 250 (1) The weighted average remaining lease term is 2.8 years for operating leases and 3.0 years for finance leases. (2) The weighted average discount rate is 6.2 % for operating leases and 5.6 % for finance leases. Supplemental disclosures of cash flow information related to leases are: Nine Months Ended June 30, 2023 2022 Cash paid for amounts included in operating lease liabilities $ 3,598 $ 3,190 Cash paid for amounts included in finance lease liabilities $ 75 $ 75 Non-cash: lease liabilities arising from new operating lease assets obtained $ — $ 4,664 Non-cash: lease liabilities arising from new finance lease assets obtained $ — $ 179 Non-cash: adjustments to lease assets and liabilities (1) $ 408 $ ( 196 ) (1) These include adjustments due to lease modifications, renewals, and other related adjustments. |
Goodwill
Goodwill | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill The carrying value and changes in the carrying value of goodwill attributable to each reportable segment were as follows: (in thousands) GovDeals CAG Machinio Total September 30, 2021 $ 23,731 $ 21,583 $ 14,558 $ 59,872 Addition: Bid4Assets acquisition 30,083 — — 30,083 Translation adjustments — ( 1,045 ) — ( 1,045 ) September 30, 2022 53,814 20,538 14,558 88,910 Translation adjustments — 706 — 706 June 30, 2023 $ 53,814 $ 21,244 $ 14,558 $ 89,616 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 has continued to evaluate the impact of interest rate changes, elevated inflationary levels, and other ongoing macroeconomic disruptions on the recoverability of its goodwill. The Company did not identify any indicators of impairment that required an interim goodwill impairment test during the three and nine months ended June 30, 2023 . |
Intangible Assets
Intangible Assets | 9 Months Ended |
Jun. 30, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | 7. Intangible Assets Intangible assets consist of the following: June 30, 2023 September 30, 2022 (in thousands) Useful Gross Accumulated Net Gross Accumulated Net Contract intangibles 6 - 8 $ 17,000 $ ( 5,479 ) $ 11,521 $ 17,000 $ ( 3,789 ) $ 13,211 Technology 3 - 5 5,300 ( 4,145 ) 1,155 5,300 ( 3,089 ) 2,211 Patent and trademarks 7 - 10 2,370 ( 1,748 ) 622 2,381 ( 1,569 ) 812 Total intangible assets, net $ 24,670 $ ( 11,372 ) $ 13,298 $ 24,681 $ ( 8,447 ) $ 16,234 Future expected amortization of intangible assets as of June 30, 2023, is as follows: (in thousands) Years ending September 30, Expected Future Amortization Remainder of 2023 $ 846 2024 3,253 2025 2,012 2026 1,768 2027 and thereafter 5,419 Total $ 13,298 Intangible asset amortization expense was $ 1.0 million and $ 1.0 million for the three months ended June 30, 2023 and 2022, respectively, and $ 2.9 million and $ 2.7 million for the nine months ended June 30, 2023 and 2022, respectively. The increase in intangible amortization expense was primarily due to the Bid4Assets acquisition as consummated on November 1, 2021. The Company has continued to evaluate the impact of interest rate changes, elevated inflationary levels, ongoing macroeconomic disruptions, and the subsequent financial performance of Bid4Assets, on the recoverability of its long-lived assets. The Company did not identify any indicators of impairment requiring an interim impairment test on material long-lived assets during the three and nine months ended June 30, 2023 |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. 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 pre-tax income in the first nine months of fiscal year 2023 and its corresponding effective tax rate is 26.4 % compared to 11.7 % for the first nine months of fiscal year 2022. The change in the effective tax rate for the nine months ended June 30, 2023 , as compared to the same period in the prior year was primarily due to state and foreign taxes, the utilization of net operating losses, and the inclusion of the $ 20.0 million non-cash gain from the fair-market value adjustment of the Bid4Assets acquisition earn-out liability recorded in the nine months ended June 30, 2022. The effective tax rate differed from the U.S. statutory federal rate of 21 % primarily as a result of the impact of foreign, state, and local income taxes and permanent tax adjustments. The Inflation Reduction Act (IRA) was enacted on August 16, 2022. The IRA includes provisions imposing a 1 % excise tax on share repurchases that occur after December 31, 2022, and introduces a 15 % corporate alternative minimum tax (CAMT) on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal year 2024. We currently are not expecting the IRA to have a material adverse impact on our financial statements. The Company applies the authoritative guidance related to uncertainty in income taxes. ASC 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. During the nine months ended June 30, 2023, the Company recorded a benefit of $ 0.1 million due to the reduction of unrecognized tax benefits related to foreign operations. 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 June 30, 2023 , the Company has no open income tax examinations in the U.S. and the statute of limitations for years prior to 2019 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal year 2019 may be adjusted upon examination by tax authorities if they are utilized. |
Debt
Debt | 9 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt On February 10, 2022, the Company entered into a credit facility agreement (Credit Agreement) with Wells Fargo Bank, N.A. Terms of the Credit Agreement provide for revolving loans (Line of Credit) up to a maximum aggregate principal amount of $ 25.0 million with a $ 10.0 million sublimit for standby letters of credit. During March 2023, the Company entered into the First Amendment to the Credit Agreement (First Amendment). The First Amendment extended the Credit Agreement end date by 12 months to March 31, 2025 , at which time any remaining amounts outstanding will become due immediately. No other changes, including with respect to the borrowing terms or capacities, were made as a result of the First Amendment. The applicable interest rate on any draws under the Line of Credit is a variable rate per annum equal to the Daily Simple Secured Overnight Financing Rate (SOFR) in effect plus a margin ranging from 1.25 % to 1.75 %. Interest is payable monthly. The Company pays an Unused Commitment Fee (as defined in the Credit Agreement), on a quarterly basis, equal to 0.05 % per annum on the daily amount of the available, but unused, balance on the Line of Credit. The Company also pays a Line of Credit Fee (as defined in the Credit Agreement), on a quarterly basis, equal to 1.25 % on the daily amount available to be drawn for standby letters of credit. Interest incurred on any draws under the Line of Credit, as well as the Unused Commitment Fee and Letter of Credit Fee, are included within Interest and other (income) expense, net in the Condensed Consolidated Statements of Operations. The Company may draw upon the Line of Credit for general corporate purposes. Repayments of any borrowings under the Line of Credit shall become available for redraw at any time by the Company. The Credit Agreement contains certain financial and non-financial restrictive covenants including, among others, the requirement to maintain a minimum level of earnings before interest, income taxes, depreciation and amortization (EBITDA). The Credit Agreement contains a number of affirmative and restrictive covenants including limitations on mergers, consolidations and dissolutions, investments and acquisitions, indebtedness and liens, and dividends and other restricted payments. As of June 30, 2023, the Company was in full compliance with the terms and conditions of the Credit Agreement. During the three and nine months ended June 30, 2023 and 2022, the Company did not make any draws under the Credit Agreement. As of June 30, 2023 and 2022 , the Company had no outstanding borrowings under the Credit Agreement. During the three and nine months ended June 30, 2023 and 2022 , interest expense incurred by the Company under the Credit Agreement was immaterial to the condensed consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ Equity The changes in stockholders’ equity for the prior year comparable period are as follows: Additional Accumulated Common Stock Paid-in Treasury Stock Comprehensive Retained Shares Amount Capital Shares Amount Loss Earnings Total Balance at September 30, 2021 35,457,095 $ 35 $ 252,017 ( 2,222,083 ) $ ( 36,628 ) $ ( 9,011 ) $ ( 71,398 ) $ 135,015 Net income — — — — — — 3,602 3,602 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 131,070 1 — — — — — 1 Taxes paid associated with net settlement of stock compensation awards ( 40,239 ) — ( 851 ) — — — — ( 851 ) Forfeitures of restricted stock awards ( 14,855 ) — — — — — — — Common stock repurchased — — — ( 147,185 ) ( 2,963 ) — — ( 2,963 ) Common stock surrendered in the exercise of stock options — — 100 ( 4,678 ) ( 100 ) — — — Stock compensation expense — — 2,270 — — — — 2,270 Foreign currency translation and other — — — — — ( 131 ) 136 5 Balance at December 31, 2021 35,533,071 $ 36 $ 253,536 ( 2,373,946 ) $ ( 39,691 ) $ ( 9,142 ) $ ( 67,660 ) $ 137,079 Net income — — — — — — 11,970 11,970 Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units 320,943 — — — — — — — Taxes paid associated with net settlement of stock compensation awards ( 47,124 ) — ( 958 ) — — — — ( 958 ) Common stock repurchased — — — ( 1,011,881 ) ( 17,035 ) — — ( 17,035 ) Stock compensation expense — — 2,102 — — — — 2,102 Forfeiture of restricted stock awards ( 242,902 ) — — — — — — — Foreign currency translation — — — — — ( 169 ) — ( 169 ) Balance at March 31, 2022 35,563,988 $ 36 $ 254,680 ( 3,385,827 ) $ ( 56,726 ) $ ( 9,311 ) $ ( 55,690 ) $ 132,989 Net income — — — — — — 16,408 16,408 Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units 18,373 — — — — — — — Taxes paid associated with net settlement of stock compensation awards ( 5,907 ) — ( 92 ) — — — — ( 92 ) Common stock repurchased — — — ( 408,211 ) ( 5,450 ) — — ( 5,450 ) Stock compensation expense — — 1,984 — — — — 1,984 Foreign currency translation — — — — — ( 1,170 ) — ( 1,170 ) Balance at June 30, 2022 35,576,454 $ 36 $ 256,572 ( 3,794,038 ) $ ( 62,176 ) $ ( 10,481 ) $ ( 39,282 ) $ 144,669 Stock Compensation Incentive Plans The 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 Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, as amended (LTIP), and a plan and private placement issuances related to the Company’s acquisition of Machinio and Bid4Assets. As of June 30, 2023 , the Company has reserved a total of 20,300,000 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 1.5 x shares against the plan reserves. As of June 30, 2023 , 972,696 shares of common stock remained available for use under the LTIP. Stock Compensation Expense The table below presents the components of share-based compensation expense (in thousands): Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Equity-classified awards: Stock options $ 524 $ 505 $ 1,524 $ 2,097 RSUs & RSAs 1,671 1,478 4,737 4,259 Total Equity-classified award 2,195 1,983 6,261 6,356 Liability-classified awards: SARs — ( 99 ) ( 45 ) ( 200 ) Total stock compensation expense: $ 2,195 $ 1,884 $ 6,216 $ 6,156 The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statements of Operations (in thousands): Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Stock-compensation expense by function Technology and operations $ 356 $ 321 $ 948 $ 906 Sales and marketing 612 464 $ 1,780 1,496 General and administrative 1,227 1,099 $ 3,488 3,754 Total stock compensation expense: $ 2,195 $ 1,884 $ 6,216 $ 6,156 Stock Options and RSUs & RSAs The following table presents stock option and RSUs & RSAs grant activity: Nine Months Ended June 30, 2023 Stock Options granted: Options containing only service conditions: 178,048 Weighted average exercise price $ 14.43 Weighted average grant date fair value $ 7.50 Options containing performance conditions: 175,910 Weighted average exercise price $ 14.42 Weighted average grant date fair value $ 7.48 RSUs & RSAs granted: RSUs & RSAs containing only service conditions: 472,813 Weighted average grant date fair value $ 15.14 RSUs & RSAs containing performance conditions: 288,420 Weighted average grant date fair value $ 15.15 The stock options and RSUs & RSAs containing only service conditions will vest over a four-year service period. The stock options and RSUs & RSAs containing performance conditions will vest upon the achievement of specified financial targets of the Company, a segment, or a division of a segment. Vesting is measured the first day of each fiscal quarter over the three-year terms of the awards, starting with the first fiscal quarter after the first anniversary of the grant date. The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the nine months ended June 30, 2023, were as follows: Nine Months Ended June 30, 2023 Dividend yield — Expected volatility 56.87 % - 62.16 % Risk-free interest rate 3.39 % - 3.88 % Expected term 4.5 - 7.6 years SARs During the nine months ended June 30, 2023, the Company did not issue any SARs, while 24,150 SARs were exercised requiring the Company to make cash payments of $0.2 million. As of June 30, 2023, there were no SARs outstanding. Share Repurchase Program From time to time, we may be 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 September 30, 2022, the Company had $ 6.6 million of remaining share repurchase authorization. On December 6, 2022, and March 13, 2023, the Company's Board of Directors authorized new stock repurchase plans of up to $ 8.4 million and $ 8.0 million, respectively. The Company repurchased 1,607,132 shares for $ 21.2 million during the nine months ended June 30, 2023. As of June 30, 2023 , the Company had $ 1.8 million of remaining authorization to repurchase shares through December 31, 2025. Other Share Repurchases 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. Any shares surrendered to the Company in this manner are not available for future grant. During the nine months ended June 30, 2023 and 2022 , participants surrendered 12,215 and 4,678 shares of common stock, respectively, in the exercise of stock options. Any shares surrendered to the Company in this manner are not available for future grant. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 11. 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 prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability. Cash and cash equivalents . The Company had $ 37.5 million and $ 22.0 million of money market funds considered cash equivalents at June 30, 2023, and September 30, 2022, respectively. These assets were measured at fair value as of June 30, 2023, and September 30, 2022, and were classified as Level 1 assets within the fair value hierarchy. There were no transfers between levels during the periods presented. Contingent consideration . During the year ended September 30, 2022, and as a result of the acquisition of Bid4Assets, Inc. (Bid4Assets), the Company recorded preliminary fair value of contingent consideration in the amount of $ 28.0 million on its Consolidated Balance Sheets as of the acquisition date. The contingent consideration was based on Bid4Assets' achievement of trailing twelve-month EBITDA targets measured at the end of each calendar quarter until the quarter ended December 31, 2022. The liability for this consideration was included in Accrued expenses and other current liabilities within the Consolidated Balance Sheets. The changes in earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value during the three months ended December 31, 2022, was as follows (in thousands): Contingent Balance at September 30, 2022 $ — Change in fair value — Balance at December 31, 2022 $ — Through the earnout period ended December 31, 2022, $ 3.5 million in earn-out payments were made. As of September 30, 2022, the earn-out fair value was estimated to be $ 0 based upon a Monte Carlo simulation of forecasted EBITDA for the final measurement period ending December 31, 2022. As of December 31, 2022, the remaining earn-out fair value was $ 0 based upon actual performance through the final earn-out measurement period ended December 31, 2022. Other Information . When valuing its Level 3 liability, management's estimation of fair value is based on the best information available in the circumstances and may incorporate management's own assumptions around market demand which could involve a level of judgment, taking into consideration a combination of internal and external factors. The Company’s financial assets and liabilities not measured at fair value are cash, short-term investments, accounts receivable, accounts payable, and payables to sellers. The Company believes the carrying values of these instruments approximate fair value. As of June 30, 2023, the Company had no non-financial instruments measured at fair value on a non-recurring basis other than fair value measurements associated with the purchase accounting for Bid4Assets. As of June 30, 2023, and September 30, 2022 , the Company did no t have any material assets or liabilities measured at fair value on a non-recurring basis. |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 9 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | 12. 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) expense, net in the Condensed Consolidated Statements of Operations, and for the three and nine months ended June 30, 2023 and 2022, included the following components: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2023 2022 2023 2022 Interest cost $ 203 $ 122 $ 594 $ 384 Expected return on plan assets ( 224 ) ( 219 ) $ ( 653 ) ( 686 ) Amortization of prior service cost 7 5 $ 20 15 Total net periodic (benefit) $ ( 14 ) $ ( 92 ) $ ( 39 ) $ ( 287 ) |
Legal Proceedings and Other Con
Legal Proceedings and Other Contingencies | 9 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Other Contingencies | 13. 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. However, 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. Former Employee Matters In May 2021, the Company’s former Vice President, Human Resources filed a complaint against the Company in federal court in Montgomery County, Maryland, alleging wrongful termination on the basis of gender, race, and age. The parties have completed the discovery phase of this case. On April 4, 2022, the Company filed a motion for summary judgment. The court granted the motion with respect to the age discrimination claim but denied the motion with respect to the race and gender discrimination claims. The Company believes the remaining claims are 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 trial for this matter is scheduled to begin on October 30, 2023. In October 2021, the Company’s former Chief Marketing Officer (the “Former CMO”) filed a charge with the Equal Employment Opportunity Commission (the “EEOC”), alleging wrongful termination on the basis of race and age and that the Company retaliated against him. The Company submitted its position statement to the EEOC on February 8, 2022. On December 28, 2022, the Former CMO filed a complaint (the “Original Complaint”), alleging the same claims noted in the EEOC charge in federal court in Montgomery County, Maryland (the “District Court”). The EEOC dismissed the Former CMO’s charge on April 26, 2023. In addition, on April 26, 2023, the Former CMO filed an amended complaint with the District Court, alleging the same claims made in the Original Complaint. The Company believes these claims are without merit and cannot estimate a range of potential liability, if any, at this time. CNA has accepted tender of these claims as well. Unless otherwise noted, based on the information currently available, there are no claims or actions pending or threatened against the Company that, if adversely determined, would have, in Company’s management’s judgment based on the information known to management, a material adverse effect on the Company. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company provides operating results in four reportable segments: GovDeals, Retail 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 that enable federal, state, and local government entities including city, county and state agencies located in the United States and Canada, to sell surplus, salvage and real estate assets through the GovDeals and Bid4Assets marketplaces. • The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce services. This segment uses the Liquidation.com, Secondipity and AllSurplus marketplaces. • The CAG reportable segment provides managed and self-directed service solutions to sellers and consists of marketplaces that enable commercial businesses to sell surplus and idle assets. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. Commercial seller assets are located across the Americas, Europe, Australia, Asia, and Africa. This segment uses the AllSurplus, GoIndustry DoveBid, and GovDeals marketplaces. • The Machinio reportable segment operates a global search engine platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors. Machinio also offers the Machinio System service that provides equipment sellers with a set of online marketing tools that includes website hosting, email marketing, and inventory management. We also report results for Corporate & Other, 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, with oversight by the Board of Directors. The Company reports reportable 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 this assessment, the CODM uses direct profit to evaluate the performance of each segment. Segment direct profit, previously referred to as segment gross profit, continues to be calculated as total revenue less cost of goods sold (excluding depreciation and amortization). The following table sets forth certain financial information for the Company's reportable segments: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2023 2022 2023 2022 GovDeals: Purchase revenue $ — $ — $ — $ — Consignment and other fee revenues 17,270 16,587 45,956 45,130 Total revenue 17,270 16,587 45,956 45,130 Segment direct profit $ 16,389 $ 15,765 $ 43,572 $ 42,913 RSCG: Purchase revenue $ 41,439 $ 33,788 $ 121,651 $ 99,838 Consignment and other fee revenues 9,532 8,586 29,006 23,045 Total revenue 50,971 42,374 150,657 122,883 Segment direct profit $ 17,876 $ 15,942 $ 50,562 $ 46,818 CAG: Purchase revenue $ 1,370 $ 1,719 $ 7,064 $ 9,271 Consignment and other fee revenues 7,615 6,077 20,731 18,725 Total revenue 8,985 7,796 27,795 27,996 Segment direct profit $ 7,938 $ 6,271 $ 23,466 $ 21,076 Machinio: Purchase revenue $ — $ — $ — $ — Consignment and other fee revenues 3,559 3,124 10,144 8,883 Total revenue 3,559 3,124 10,144 8,883 Segment direct profit $ 3,381 $ 2,971 $ 9,611 $ 8,424 Corporate & Other, including elimination adjustments: Purchase revenue $ — $ — $ — $ — Consignment and other fee revenues ( 16 ) ( 15 ) ( 47 ) ( 44 ) Total revenue ( 16 ) ( 15 ) ( 47 ) ( 44 ) Segment direct profit $ ( 16 ) $ ( 15 ) $ ( 47 ) $ ( 44 ) Consolidated: Purchase revenue $ 42,809 $ 35,507 $ 128,715 $ 109,109 Consignment and other fee revenues 37,961 34,359 105,790 95,739 Total revenue 80,770 69,866 234,505 204,848 Total Segment direct profit $ 45,568 $ 40,934 $ 127,165 $ 119,186 The following table reconciles segment direct profit used in the reportable segments to the Company's consolidated results: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2023 2022 2023 2022 Reconciliation: Total segment direct profit $ 45,568 $ 40,934 $ 127,165 $ 119,186 Other costs and expenses from operations (1) $ 37,315 33,712 108,811 103,008 Fair value adjustment of acquisition earn-outs $ — ( 11,500 ) — ( 20,000 ) Interest and other (income) expense, net $ ( 777 ) 131 ( 1,609 ) ( 55 ) Income before provision for income taxes $ 9,030 $ 18,591 $ 19,963 $ 36,233 (1) Other costs and expenses from operations is defined as Total costs and expenses from operations per the Condensed Consolidated Statements of Operations, less Cost of goods sold (which is included in the calculation of Segment direct profit). The percent of our revenues that came from transactions conducted outside of the United States for the three months ended June 30, 2023 and 2022, was 8.8 % and 11.9 % , respectively. The percent of our revenues that came from transactions conducted outside of the United States for the nine months ended June 30, 2023 and 2022, was 10.4 % and 13.6 % , respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Unaudited Interim Financial Information (Policies) | 9 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial 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, and intercompany transactions and accounts have been eliminated in conso lidation. The information disclosed in the notes to the condensed consolidated financial statements for these periods is unaudited. Operating results for the three and nine months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending September 30, 2023 , or for any future period. |
Use of Estimates | 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 condensed consolidated financial statements and accompanying notes. For the three and nine months ended June 30, 2023 , these estimates required the Company to make assumptions about the impact of the ongoing Russia-Ukraine conflict, increasing tensions between the United States and China, and other disruptions to macroeconomic conditions and, in turn, the Company's results of operations. The Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates. |
Contract Assets and Liabilities; Contract Costs | 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 $ 1.2 million as of June 30, 2023, and $ 0.9 million as of September 30, 2022, and is included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. 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 $ 4.7 million as of June 30, 2023, and $ 4.4 million as of September 30, 2022, and is included in the line item Deferred revenue on the Condensed Consolidated Balance Sheets. Of the September 30, 2022, contract liability balance, $ 4.2 million was earned as other fee revenue during the nine months ended June 30, 2023. For the Company's Machinio segment, the performance obligation has been identified as the stand ready obligation to provide access to the Machinio subscription services, which it satisfies over time and recognizes as other fee revenues in the line item Consignment and other fee revenues on the Condensed Consolidated Statements of Operations. As of June 30, 2023, the Machinio segment had a remaining performance obligation of $ 4.7 million ; the Company expects to recognize the substantial majority of that amount as other fee revenues over the next 12 months . Contract Costs Contract costs relate to sales commissions paid on subscription contracts that are capitalized within our Machinio segment. Contract costs are amortized over the expected life of the customer contract. The contract cost balance was $ 2.1 million as of June 30, 2023, and $ 1.8 million as of September 30, 2022, and is included in the line item Prepaid expenses and other current assets, and Other assets on the Condensed Consolidated Balance Sheets. Amortization expense was $ 0.3 million and $ 0.9 million during the three and nine months ended June 30, 2023, and $ 0.3 million and $ 0.8 million during the three and nine months ended June 30, 2022 . |
Treasury Stock | Treasury Stock Treasury stock is presented at cost, including any applicable excise taxes, commissions and fees, as a reduction of stockholders’ equity in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders' Equity. Treasury stock held by us may be retired or reissued in the future. |
Risk Associated with Certain Concentrations | Risk Associated with Certain Concentrations For the majority of buyers that receive goods before payment to the Company is made, credit evaluations are performed. However, for the remaining buyers, goods are not shipped before payment is made, and as a result the Company is not subject to significant collection risk from those buyers. For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf. The funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company releases the funds to the seller, less the Company's commission and other fees due, 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 cash in banks within non-interest bearing, interest-bearing, and earnings allowance checking accounts, as well as cash equivalent money market funds, all of which exceed the applicable U.S. federal (FDIC and/or SIPC) and local jurisdiction (foreign banking institutions) insurance limits, and Accounts receivable. The recent disruptions in the financial services industry have created significant market challenges and uncertainty for entities that bank with those institutions, and which raised significant concern regarding the stability of the banking system in the United States. The Company did not maintain any funds or lending relationships with any of the banks impacted and the banks we do maintain accounts and relationships with have, to date, not experienced any significant disruptions. The Company deposits its cash in interest bearing checking accounts, acquires cash equivalent money market funds, and holds short-term investments designated as held-to-maturity investment securities, each with financial institutions that the Company considers to be of high credit quality. Management continually monitors the financial institutions with whom we conduct business and responds appropriately, when necessary, to manage potential risk exposure to our cash balances above the insurance limits. We have multiple vendor contracts with Amazon.com, Inc. under which we acquire and sell commercial merchandise. While purchase model transactions account for less than 20 % of our total GMV, the cost of inventory for purchase model transactions is the most significant component of our consolidated Costs of goods sold. $ 6.0 million and $ 8.1 million of inventory purchased under such contracts with Amazon.com, Inc. are included in our Consolidated Inventory balances as of June 30, 2023, and September 30, 2022, respectively. Our vendor contracts with respect to sourcing or consigning merchandise for our RSCG segment generally reflect the concentration dynamics inherent to the retail industry. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) , or Accounting Standards Codification (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 condensed consolidated financial statements and expects to estimate credit losses on its financial assets such as its accounts receivable, cash equivalent money market funds, and short-term investments. 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. |
Bid4Assets Acquisition (Tables)
Bid4Assets Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisitions, by acquisition | The Company's allocation of the purchase price to the assets acquired and liabilities assumed as of the Bid4Assets acquisition date of November 1, 2021, is as follows: (in thousands) Fair Value Cash and cash equivalents $ 3,576 Intangible assets 16,500 Other assets 346 Total assets acquired 20,422 Payable to sellers 3,715 Operating lease liabilities 204 Deferred tax liability 3,847 Total liabilities assumed 7,766 Net identifiable assets acquired $ 12,656 Goodwill 30,083 Total consideration transferred $ 42,739 |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | The known intangible assets acquired were determined to consist of, and fair valued at, the following: (in thousands) Useful Life (in years) Fair Value Contract intangibles 8 $ 13,900 Developed software 3 2,200 Trade name 3 400 Total identifiable intangible assets $ 16,500 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The computation of Basic and Diluted net income per share is as follows: Three months ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Numerator: Net income $ 6,487 $ 16,408 $ 14,698 $ 31,979 Denominator: Basic weighted average shares outstanding 30,605,963 31,908,864 31,243,979 32,482,326 Dilutive impact of stock options, RSUs and RSAs 907,525 1,169,704 949,260 1,530,907 Diluted weighted average shares outstanding 31,513,488 33,078,568 32,193,239 34,013,233 Basic income per common share $ 0.21 $ 0.51 $ 0.47 $ 0.98 Diluted income per common share $ 0.21 $ 0.50 $ 0.46 $ 0.94 Stock options, RSUs and RSAs excluded from income per diluted share because their effect would have been anti-dilutive 1,813,106 1,303,147 1,834,550 1,290,073 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Summary of lease expense and supplemental cash flow information | The components of lease expense are: Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Finance lease – lease asset amortization $ 20 $ 19 $ 59 $ 61 Finance lease – interest on lease liabilities 4 5 12 15 Operating lease cost 1,327 1,406 4,011 4,318 Short-term lease cost 78 101 348 218 Variable lease cost (1) 199 405 948 958 Sublease income ( 27 ) ( 22 ) ( 78 ) ( 90 ) Total net lease cost $ 1,601 $ 1,914 $ 5,300 $ 5,480 (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. Supplemental disclosures of cash flow information related to leases are: Nine Months Ended June 30, 2023 2022 Cash paid for amounts included in operating lease liabilities $ 3,598 $ 3,190 Cash paid for amounts included in finance lease liabilities $ 75 $ 75 Non-cash: lease liabilities arising from new operating lease assets obtained $ — $ 4,664 Non-cash: lease liabilities arising from new finance lease assets obtained $ — $ 179 Non-cash: adjustments to lease assets and liabilities (1) $ 408 $ ( 196 ) (1) These include adjustments due to lease modifications, renewals, and other related adjustments. |
Maturities of Lease Liabilities | Maturities of lease liabilities are: June 30, 2023 Operating Leases Finance Leases Remainder of 2023 $ 1,303 $ 29 2024 4,503 97 2025 3,682 68 2026 2,235 65 2027 420 12 Thereafter — — Total lease payments (1) $ 12,143 $ 271 Less: imputed interest (2) ( 978 ) ( 21 ) Total lease liabilities $ 11,165 $ 250 (1) The weighted average remaining lease term is 2.8 years for operating leases and 3.0 years for finance leases. (2) The weighted average discount rate is 6.2 % for operating leases and 5.6 % for finance leases. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill activity | The carrying value and changes in the carrying value of goodwill attributable to each reportable segment were as follows: (in thousands) GovDeals CAG Machinio Total September 30, 2021 $ 23,731 $ 21,583 $ 14,558 $ 59,872 Addition: Bid4Assets acquisition 30,083 — — 30,083 Translation adjustments — ( 1,045 ) — ( 1,045 ) September 30, 2022 53,814 20,538 14,558 88,910 Translation adjustments — 706 — 706 June 30, 2023 $ 53,814 $ 21,244 $ 14,558 $ 89,616 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following: June 30, 2023 September 30, 2022 (in thousands) Useful Gross Accumulated Net Gross Accumulated Net Contract intangibles 6 - 8 $ 17,000 $ ( 5,479 ) $ 11,521 $ 17,000 $ ( 3,789 ) $ 13,211 Technology 3 - 5 5,300 ( 4,145 ) 1,155 5,300 ( 3,089 ) 2,211 Patent and trademarks 7 - 10 2,370 ( 1,748 ) 622 2,381 ( 1,569 ) 812 Total intangible assets, net $ 24,670 $ ( 11,372 ) $ 13,298 $ 24,681 $ ( 8,447 ) $ 16,234 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets as of June 30, 2023, is as follows: (in thousands) Years ending September 30, Expected Future Amortization Remainder of 2023 $ 846 2024 3,253 2025 2,012 2026 1,768 2027 and thereafter 5,419 Total $ 13,298 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of stockholders' equity | The changes in stockholders’ equity for the prior year comparable period are as follows: Additional Accumulated Common Stock Paid-in Treasury Stock Comprehensive Retained Shares Amount Capital Shares Amount Loss Earnings Total Balance at September 30, 2021 35,457,095 $ 35 $ 252,017 ( 2,222,083 ) $ ( 36,628 ) $ ( 9,011 ) $ ( 71,398 ) $ 135,015 Net income — — — — — — 3,602 3,602 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 131,070 1 — — — — — 1 Taxes paid associated with net settlement of stock compensation awards ( 40,239 ) — ( 851 ) — — — — ( 851 ) Forfeitures of restricted stock awards ( 14,855 ) — — — — — — — Common stock repurchased — — — ( 147,185 ) ( 2,963 ) — — ( 2,963 ) Common stock surrendered in the exercise of stock options — — 100 ( 4,678 ) ( 100 ) — — — Stock compensation expense — — 2,270 — — — — 2,270 Foreign currency translation and other — — — — — ( 131 ) 136 5 Balance at December 31, 2021 35,533,071 $ 36 $ 253,536 ( 2,373,946 ) $ ( 39,691 ) $ ( 9,142 ) $ ( 67,660 ) $ 137,079 Net income — — — — — — 11,970 11,970 Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units 320,943 — — — — — — — Taxes paid associated with net settlement of stock compensation awards ( 47,124 ) — ( 958 ) — — — — ( 958 ) Common stock repurchased — — — ( 1,011,881 ) ( 17,035 ) — — ( 17,035 ) Stock compensation expense — — 2,102 — — — — 2,102 Forfeiture of restricted stock awards ( 242,902 ) — — — — — — — Foreign currency translation — — — — — ( 169 ) — ( 169 ) Balance at March 31, 2022 35,563,988 $ 36 $ 254,680 ( 3,385,827 ) $ ( 56,726 ) $ ( 9,311 ) $ ( 55,690 ) $ 132,989 Net income — — — — — — 16,408 16,408 Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units 18,373 — — — — — — — Taxes paid associated with net settlement of stock compensation awards ( 5,907 ) — ( 92 ) — — — — ( 92 ) Common stock repurchased — — — ( 408,211 ) ( 5,450 ) — — ( 5,450 ) Stock compensation expense — — 1,984 — — — — 1,984 Foreign currency translation — — — — — ( 1,170 ) — ( 1,170 ) Balance at June 30, 2022 35,576,454 $ 36 $ 256,572 ( 3,794,038 ) $ ( 62,176 ) $ ( 10,481 ) $ ( 39,282 ) $ 144,669 |
Summary of share-based compensation expense | The table below presents the components of share-based compensation expense (in thousands): Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Equity-classified awards: Stock options $ 524 $ 505 $ 1,524 $ 2,097 RSUs & RSAs 1,671 1,478 4,737 4,259 Total Equity-classified award 2,195 1,983 6,261 6,356 Liability-classified awards: SARs — ( 99 ) ( 45 ) ( 200 ) Total stock compensation expense: $ 2,195 $ 1,884 $ 6,216 $ 6,156 The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statements of Operations (in thousands): Three Months Ended June 30, Nine Months Ended June 30, 2023 2022 2023 2022 Stock-compensation expense by function Technology and operations $ 356 $ 321 $ 948 $ 906 Sales and marketing 612 464 $ 1,780 1,496 General and administrative 1,227 1,099 $ 3,488 3,754 Total stock compensation expense: $ 2,195 $ 1,884 $ 6,216 $ 6,156 |
Summary of stock options and restricted stock granted | The following table presents stock option and RSUs & RSAs grant activity: Nine Months Ended June 30, 2023 Stock Options granted: Options containing only service conditions: 178,048 Weighted average exercise price $ 14.43 Weighted average grant date fair value $ 7.50 Options containing performance conditions: 175,910 Weighted average exercise price $ 14.42 Weighted average grant date fair value $ 7.48 RSUs & RSAs granted: RSUs & RSAs containing only service conditions: 472,813 Weighted average grant date fair value $ 15.14 RSUs & RSAs containing performance conditions: 288,420 Weighted average grant date fair value $ 15.15 |
Schedule of share-based payment award, stock options, valuation assumptions | The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the nine months ended June 30, 2023, were as follows: Nine Months Ended June 30, 2023 Dividend yield — Expected volatility 56.87 % - 62.16 % Risk-free interest rate 3.39 % - 3.88 % Expected term 4.5 - 7.6 years |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes In Financial Liabilities Fair Value | The changes in earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value during the three months ended December 31, 2022, was as follows (in thousands): Contingent Balance at September 30, 2022 $ — Change in fair value — Balance at December 31, 2022 $ — |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit cost recognized | The net periodic (benefit) is recognized within Interest and other (income) expense, net in the Condensed Consolidated Statements of Operations, and for the three and nine months ended June 30, 2023 and 2022, included the following components: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2023 2022 2023 2022 Interest cost $ 203 $ 122 $ 594 $ 384 Expected return on plan assets ( 224 ) ( 219 ) $ ( 653 ) ( 686 ) Amortization of prior service cost 7 5 $ 20 15 Total net periodic (benefit) $ ( 14 ) $ ( 92 ) $ ( 39 ) $ ( 287 ) |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The following table sets forth certain financial information for the Company's reportable segments: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2023 2022 2023 2022 GovDeals: Purchase revenue $ — $ — $ — $ — Consignment and other fee revenues 17,270 16,587 45,956 45,130 Total revenue 17,270 16,587 45,956 45,130 Segment direct profit $ 16,389 $ 15,765 $ 43,572 $ 42,913 RSCG: Purchase revenue $ 41,439 $ 33,788 $ 121,651 $ 99,838 Consignment and other fee revenues 9,532 8,586 29,006 23,045 Total revenue 50,971 42,374 150,657 122,883 Segment direct profit $ 17,876 $ 15,942 $ 50,562 $ 46,818 CAG: Purchase revenue $ 1,370 $ 1,719 $ 7,064 $ 9,271 Consignment and other fee revenues 7,615 6,077 20,731 18,725 Total revenue 8,985 7,796 27,795 27,996 Segment direct profit $ 7,938 $ 6,271 $ 23,466 $ 21,076 Machinio: Purchase revenue $ — $ — $ — $ — Consignment and other fee revenues 3,559 3,124 10,144 8,883 Total revenue 3,559 3,124 10,144 8,883 Segment direct profit $ 3,381 $ 2,971 $ 9,611 $ 8,424 Corporate & Other, including elimination adjustments: Purchase revenue $ — $ — $ — $ — Consignment and other fee revenues ( 16 ) ( 15 ) ( 47 ) ( 44 ) Total revenue ( 16 ) ( 15 ) ( 47 ) ( 44 ) Segment direct profit $ ( 16 ) $ ( 15 ) $ ( 47 ) $ ( 44 ) Consolidated: Purchase revenue $ 42,809 $ 35,507 $ 128,715 $ 109,109 Consignment and other fee revenues 37,961 34,359 105,790 95,739 Total revenue 80,770 69,866 234,505 204,848 Total Segment direct profit $ 45,568 $ 40,934 $ 127,165 $ 119,186 |
Schedule of reconciliation of revenue from segments to consolidated | The following table reconciles segment direct profit used in the reportable segments to the Company's consolidated results: Three Months Ended June 30, Nine Months Ended June 30, (in thousands) 2023 2022 2023 2022 Reconciliation: Total segment direct profit $ 45,568 $ 40,934 $ 127,165 $ 119,186 Other costs and expenses from operations (1) $ 37,315 33,712 108,811 103,008 Fair value adjustment of acquisition earn-outs $ — ( 11,500 ) — ( 20,000 ) Interest and other (income) expense, net $ ( 777 ) 131 ( 1,609 ) ( 55 ) Income before provision for income taxes $ 9,030 $ 18,591 $ 19,963 $ 36,233 (1) Other costs and expenses from operations is defined as Total costs and expenses from operations per the Condensed Consolidated Statements of Operations, less Cost of goods sold (which is included in the calculation of Segment direct profit). |
Organization (Details)
Organization (Details) | 9 Months Ended |
Jun. 30, 2023 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reportable segments | 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Unaudited Interim Financial Information - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Contract asset | $ 1.2 | $ 1.2 | $ 0.9 | ||
Contract liability | 4.7 | 4.7 | 4.4 | ||
Contract liability recognized as revenue | 4.2 | ||||
Capitalized contract cost, amortization | 0.3 | $ 0.3 | $ 0.9 | $ 0.8 | |
Percentage purchase model transactions | 20% | ||||
Purchase of inventory | 6 | $ 6 | 8.1 | ||
Prepaid Expenses and Other Current Assets | |||||
Business Acquisition [Line Items] | |||||
Contract costs | $ 2.1 | $ 2.1 | $ 1.8 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Unaudited Interim Financial Information - Narrative 1 (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 $ in Millions | Jun. 30, 2023 USD ($) |
Business Acquisition [Line Items] | |
Remaining performance obligation, period | 12 months |
Machinio | |
Business Acquisition [Line Items] | |
Remaining performance obligation | $ 4.7 |
Bid4Assets Acquisition Narrativ
Bid4Assets Acquisition Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 01, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 30,100,000 | $ 88,910,000 | $ 89,616,000 | $ 59,872,000 | |
Bid4Assets | |||||
Business Acquisition [Line Items] | |||||
Total consideration transferred | 42,739,000 | ||||
Purchase price, net | 14,700,000 | ||||
Business combination, consideration transferred, other | 300,000 | ||||
Business combination, earn out consideration in cash | 37,500,000 | ||||
Goodwill | 30,083,000 | ||||
Level 3 | Recurring basis | |||||
Business Acquisition [Line Items] | |||||
Earn-out from business acquisition | 28,000,000 | ||||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | $ 0 | 0 | |||
Level 3 | Recurring basis | Bid4Assets | |||||
Business Acquisition [Line Items] | |||||
Earn-out from business acquisition | $ 28,000,000 | $ 3,500,000 | $ 28,000,000 |
Bid4Assets Acquisition -Allocat
Bid4Assets Acquisition -Allocation of the Purchase Price to the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 30,100 | $ 89,616 | $ 88,910 | $ 59,872 |
Bid4Assets | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 3,576 | |||
Intangible assets | 16,500 | |||
Other assets | 346 | |||
Total assets acquired | 20,422 | |||
Payable to sellers | 3,715 | |||
Operating lease liabilities | 204 | |||
Deferred tax liability | 3,847 | |||
Total liabilities assumed | 7,766 | |||
Net identifiable assets acquired | 12,656 | |||
Goodwill | 30,083 | |||
Total consideration transferred | $ 42,739 |
Bid4Assets Acquisition - Intang
Bid4Assets Acquisition - Intangible Assets Acquired (Details) - Bid4Assets $ in Thousands | Nov. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Fair value | $ 16,500 |
Contract intangibles | |
Business Acquisition [Line Items] | |
Fair value | $ 13,900 |
Useful life (in years) | 8 years |
Developed software | |
Business Acquisition [Line Items] | |
Fair value | $ 2,200 |
Useful life (in years) | 3 years |
Trade name | |
Business Acquisition [Line Items] | |
Fair value | $ 400 |
Useful life (in years) | 3 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||
Net income | $ 6,487 | $ 16,408 | $ 14,698 | $ 31,979 |
Denominator: | ||||
Basic weighted average shares outstanding | 30,605,963 | 31,908,864 | 31,243,979 | 32,482,326 |
Dilutive impact of stock options, RSUs and RSAs | 907,525 | 1,169,704 | 949,260 | 1,530,907 |
Diluted weighted average shares outstanding | 31,513,488 | 33,078,568 | 32,193,239 | 34,013,233 |
Basic income per common share | $ 0.21 | $ 0.51 | $ 0.47 | $ 0.98 |
Diluted income per common share | $ 0.21 | $ 0.50 | $ 0.46 | $ 0.94 |
Stock options, RSUs and RSAs excluded from income per diluted share because their effect would have been anti-dilutive | 1,813,106 | 1,303,147 | 1,834,550 | 1,290,073 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 30, 2023 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 3 years 7 months 6 days |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Finance lease – lease asset amortization | $ 20 | $ 19 | $ 59 | $ 61 |
Finance lease – interest on lease liabilities | 4 | 5 | 12 | 15 |
Operating lease cost | 1,327 | 1,406 | 4,011 | 4,318 |
Short-term lease cost | 78 | 101 | 348 | 218 |
Variable lease cost | 199 | 405 | 948 | 958 |
Sublease income | (27) | (22) | (78) | (90) |
Total net lease cost | $ 1,601 | $ 1,914 | $ 5,300 | $ 5,480 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 1,303 |
2024 | 4,503 |
2025 | 3,682 |
2026 | 2,235 |
2027 | 420 |
Thereafter | 0 |
Total lease payments | 12,143 |
Less: imputed interest | (978) |
Total lease liabilities | 11,165 |
Finance Leases | |
Remainder of 2023 | 29 |
2024 | 97 |
2025 | 68 |
2026 | 65 |
2027 | 12 |
Thereafter | 0 |
Total lease payments | 271 |
Less: imputed interest | (21) |
Total lease liabilities | $ 250 |
Operating lease, liability, statement of financial position | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent |
Finance lease, liability, statement of financial position | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent |
Leases - Maturities of Lease _2
Leases - Maturities of Lease Liabilities (Parenthetical) (Details) | Jun. 30, 2023 |
Leases [Abstract] | |
Operating leases, weighted average remaining lease term | 2 years 9 months 18 days |
Finance leases, weighted average remaining lease term | 3 years |
Operating leases, weighted average discount rate | 6.20% |
Finance leases, weighted average discount rate | 5.60% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in operating lease liabilities | $ 3,598 | $ 3,190 |
Cash paid for amounts included in finance lease liabilities | 75 | 75 |
Non-cash: lease liabilities arising from new operating lease assets obtained | 0 | 4,664 |
Non-cash: lease liabilities arising from new finance lease assets obtained | 0 | 179 |
Non-cash: adjustments to lease assets and liabilities | $ 408 | $ (196) |
Goodwill - Changes in Goodwill
Goodwill - Changes in Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Goodwill | ||
Balance at the beginning of the period | $ 88,910 | $ 59,872 |
Bid4Assets acquisition | 30,083 | |
Translation adjustments | 706 | (1,045) |
Balance at the end of the period | 89,616 | 88,910 |
CAG Goodwill | ||
Goodwill | ||
Balance at the beginning of the period | 20,538 | 21,583 |
Bid4Assets acquisition | 0 | |
Translation adjustments | 706 | (1,045) |
Balance at the end of the period | 21,244 | 20,538 |
GovDeals Goodwil | ||
Goodwill | ||
Balance at the beginning of the period | 53,814 | 23,731 |
Bid4Assets acquisition | 30,083 | |
Translation adjustments | 0 | 0 |
Balance at the end of the period | 53,814 | 53,814 |
Machinio | ||
Goodwill | ||
Balance at the beginning of the period | 14,558 | 14,558 |
Bid4Assets acquisition | 0 | |
Translation adjustments | 0 | 0 |
Balance at the end of the period | $ 14,558 | $ 14,558 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets | ||
Gross Carrying Amount | $ 24,670 | $ 24,681 |
Accumulated Amortization | (11,372) | (8,447) |
Net Carrying Amount | 13,298 | 16,234 |
Contract intangibles | ||
Intangible Assets | ||
Gross Carrying Amount | 17,000 | 17,000 |
Accumulated Amortization | (5,479) | (3,789) |
Net Carrying Amount | $ 11,521 | 13,211 |
Contract intangibles | Minimum | ||
Intangible Assets | ||
Useful Life (in years) | 6 years | |
Contract intangibles | Maximum | ||
Intangible Assets | ||
Useful Life (in years) | 8 years | |
Technology | ||
Intangible Assets | ||
Gross Carrying Amount | $ 5,300 | 5,300 |
Accumulated Amortization | (4,145) | (3,089) |
Net Carrying Amount | $ 1,155 | 2,211 |
Technology | Minimum | ||
Intangible Assets | ||
Useful Life (in years) | 3 years | |
Technology | Maximum | ||
Intangible Assets | ||
Useful Life (in years) | 5 years | |
Patent and trademarks | ||
Intangible Assets | ||
Gross Carrying Amount | $ 2,370 | 2,381 |
Accumulated Amortization | (1,748) | (1,569) |
Net Carrying Amount | $ 622 | $ 812 |
Patent and trademarks | Minimum | ||
Intangible Assets | ||
Useful Life (in years) | 7 years | |
Patent and trademarks | Maximum | ||
Intangible Assets | ||
Useful Life (in years) | 10 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||||
Amortization expense | $ 1 | $ 1 | $ 2.9 | $ 2.7 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Sep. 30, 2022 |
Future expected amortization of intangible assets | ||
Remainder of 2023 | $ 846 | |
2024 | 3,253 | |
2025 | 2,012 | |
2026 | 1,768 | |
2027 and thereafter | 5,419 | |
Net Carrying Amount | $ 13,298 | $ 16,234 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | 26.40% | 11.70% | ||
Effective tax rate statutory federal rate | 21% | |||
Excise tax on share repurchases | 1% | 1% | ||
Decrease in unrecognized tax benefits related to foreign operations | $ 100 | |||
Corporate alternative minimum tax rate | 15% | |||
Fair value adjustment of acquisition earn-outs | $ 0 | $ (11,500) | $ 0 | $ (20,000) |
Bid4Assets | ||||
Income Tax Contingency [Line Items] | ||||
Fair value adjustment of acquisition earn-outs | $ 20,000 |
Debt (Details)
Debt (Details) - USD ($) | 9 Months Ended | ||
Feb. 10, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 0 | $ 0 | |
First Amendement | |||
Debt Instrument [Line Items] | |||
Line of credit facility, expiration date | Mar. 31, 2025 | ||
Revolving Credit Facility | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.05% | ||
Line of credit facility, commitment fee percentage | 1.25% | ||
Revolving Credit Facility | Minimum | Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.25% | ||
Revolving Credit Facility | Maximum | Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.75% | ||
Revolving Credit Facility | Wells Fargo Bank, N.A | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||
Letter of Credit | Wells Fargo Bank, N.A | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | |
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance (in shares) | 35,724,057 | 35,724,057 | ||||||
Balance | $ 151,074 | $ 154,953 | $ 154,536 | $ 132,989 | $ 137,079 | $ 135,015 | $ 154,536 | $ 135,015 |
Balance (in shares) | 3,813,199 | 3,813,199 | ||||||
Net income | 6,487 | 4,245 | $ 3,967 | 16,408 | 11,970 | 3,602 | $ 14,698 | $ 31,979 |
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 495 | 1 | ||||||
Taxes paid associated with net settlement of stock compensation awards | (324) | (492) | (244) | (92) | (958) | (851) | ||
Common stock repurchased | (4,268) | (9,814) | (7,199) | (5,450) | (17,035) | (2,963) | ||
Common stock surrendered in the exercise of stock options (in shares) | (12,215) | (4,678) | ||||||
Stock compensation expense | $ 2,195 | 1,939 | 2,126 | 1,984 | 2,102 | 2,270 | ||
Foreign currency translation and other | (1,170) | (169) | 5 | |||||
Balance (in shares) | 36,115,562 | 36,115,562 | ||||||
Balance | $ 155,809 | $ 151,074 | $ 154,953 | $ 144,669 | $ 132,989 | $ 137,079 | $ 155,809 | $ 144,669 |
Balance (in shares) | 5,432,546 | 5,432,546 | ||||||
Common Stock | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance (in shares) | 36,049,718 | 35,899,640 | 35,724,057 | 35,563,988 | 35,533,071 | 35,457,095 | 35,724,057 | 35,457,095 |
Balance | $ 36 | $ 36 | $ 36 | $ 36 | $ 36 | $ 35 | $ 36 | $ 35 |
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 87,515 | 184,791 | 190,119 | 18,373 | 320,943 | 131,070 | ||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | $ 1 | |||||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (21,671) | (34,713) | (14,536) | (5,907) | (47,124) | (40,239) | ||
Forfeiture of restricted stock awards (in shares) | (242,902) | (14,855) | ||||||
Balance (in shares) | 36,115,562 | 36,049,718 | 35,899,640 | 35,576,454 | 35,563,988 | 35,533,071 | 36,115,562 | 35,576,454 |
Balance | $ 36 | $ 36 | $ 36 | $ 36 | $ 36 | $ 36 | $ 36 | $ 36 |
Additional Paid-in Capital | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance | 262,118 | 260,653 | 258,275 | 254,680 | 253,536 | 252,017 | 258,275 | 252,017 |
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 495 | |||||||
Taxes paid associated with net settlement of stock compensation awards | (324) | (492) | (244) | (92) | (958) | (851) | ||
Common stock surrendered in the exercise of stock options | 100 | |||||||
Stock compensation expense | 2,195 | 1,939 | 2,126 | 1,984 | 2,102 | 2,270 | ||
Balance | 264,162 | 262,118 | 260,653 | $ 256,572 | $ 254,680 | $ 253,536 | 264,162 | $ 256,572 |
Treasury Stock | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance | $ (79,586) | $ (69,754) | $ (62,554) | $ (62,554) | ||||
Balance (in shares) | (5,096,341) | (4,345,018) | (3,813,199) | (3,385,827) | (2,373,946) | (2,222,083) | (3,813,199) | (2,222,083) |
Balance | $ (56,726) | $ (39,691) | $ (36,628) | $ (36,628) | ||||
Common stock repurchased (in shares) | (325,410) | (749,903) | (531,819) | (408,211) | (1,011,881) | (147,185) | ||
Common stock repurchased | $ (4,268) | $ (9,814) | $ (7,199) | $ (5,450) | $ (17,035) | $ (2,963) | ||
Common stock surrendered in the exercise of stock options | $ (100) | |||||||
Common stock surrendered in the exercise of stock options (in shares) | (4,678) | |||||||
Balance | $ (84,027) | $ (79,586) | $ (69,754) | $ (84,027) | ||||
Balance (in shares) | (5,432,546) | (5,096,341) | (4,345,018) | (3,794,038) | (3,385,827) | (2,373,946) | (5,432,546) | (3,794,038) |
Balance | $ (62,176) | $ (56,726) | $ (39,691) | $ (62,176) | ||||
Accumulated Other Comprehensive Loss | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance | $ (8,769) | $ (9,012) | $ (10,285) | (9,311) | (9,142) | (9,011) | $ (10,285) | (9,011) |
Foreign currency translation and other | (1,170) | (169) | (131) | |||||
Balance | (8,124) | (8,769) | (9,012) | (10,481) | (9,311) | (9,142) | (8,124) | (10,481) |
Retained Earnings [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Balance | (22,725) | (26,970) | (30,936) | (55,690) | (67,660) | (71,398) | (30,936) | (71,398) |
Net income | 6,487 | 4,245 | 3,967 | 16,408 | 11,970 | 3,602 | ||
Foreign currency translation and other | 136 | |||||||
Balance | $ (16,238) | $ (22,725) | $ (26,970) | $ (39,282) | $ (55,690) | $ (67,660) | $ (16,238) | $ (39,282) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 13, 2023 | Dec. 06, 2022 | Sep. 30, 2022 | |
Stockholders' Equity | |||||||||||
Shares reserved for issuance | 20,300,000 | 20,300,000 | |||||||||
Reserve shares counted per share granted from fungible share pool | 1.5 | 1.5 | |||||||||
Remaining shares reserved for issuance | 972,696 | 972,696 | |||||||||
Shares and options vesting period | 3 years | ||||||||||
Common stock repurchases | $ 4,268 | $ 9,814 | $ 7,199 | $ 5,450 | $ 17,035 | $ 2,963 | |||||
Remaining repurchase amount | $ 1,800 | $ 1,800 | |||||||||
Stock repurchase program, authorized amount | $ 6,600 | ||||||||||
Common stock surrendered in the exercise of stock options (in shares) | 12,215 | 4,678 | |||||||||
December 2022 Repurchase Plan | |||||||||||
Stockholders' Equity | |||||||||||
Shares repurchased | 1,607,132 | ||||||||||
Common stock repurchases | $ 21,200 | ||||||||||
Stock repurchase program, authorized amount | $ 8,000 | $ 8,400 | |||||||||
Stock Option - Service Based | |||||||||||
Stockholders' Equity | |||||||||||
Shares and options vesting period | 4 years |
Stockholders' Equity - Stock Ba
Stockholders' Equity - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stockholders' Equity | ||||
Total stock compensation expense | $ 2,195 | $ 1,884 | $ 6,216 | $ 6,156 |
Stock Options and RSUs and RSAs | ||||
Stockholders' Equity | ||||
Total stock compensation expense | 2,195 | 1,983 | 6,261 | 6,356 |
Stock options | ||||
Stockholders' Equity | ||||
Total stock compensation expense | 524 | 505 | 1,524 | 2,097 |
RSUs & RSAs | ||||
Stockholders' Equity | ||||
Total stock compensation expense | 1,671 | 1,478 | 4,737 | 4,259 |
SARs | ||||
Stockholders' Equity | ||||
Total stock compensation expense | $ 0 | $ (99) | $ (45) | $ (200) |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 2,195 | $ 1,884 | $ 6,216 | $ 6,156 |
Technology and operations | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock compensation expense | 356 | 321 | 948 | 906 |
Sales and marketing | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock compensation expense | 612 | 464 | 1,780 | 1,496 |
General and administrative | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total stock compensation expense | $ 1,227 | $ 1,099 | $ 3,488 | $ 3,754 |
Stockholders' Equity - Grant Ac
Stockholders' Equity - Grant Activity (Details) | 9 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Stock Option - Service Based | |
Stock Options granted: | |
Options granted (in shares) | shares | 178,048 |
Weighted average exercise price (USD per share) | $ 14.43 |
Weighted average grant date fair value (USD per share) | $ 7.50 |
Stock Option - Performance Based | |
Stock Options granted: | |
Options granted (in shares) | shares | 175,910 |
Weighted average exercise price (USD per share) | $ 14.42 |
Weighted average grant date fair value (USD per share) | $ 7.48 |
Restricted Stock - Service Based | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 472,813 |
Weighted average grant date fair value (USD per share) | $ 15.14 |
Restricted Stock - Performance Based | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 288,420 |
Weighted average grant date fair value (USD per share) | $ 15.15 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value (Details) - Employee Stock Option | 9 Months Ended |
Jun. 30, 2023 | |
Stockholders' Equity | |
Dividend yield percentage | 0% |
Expected volatility, minimum percentage | 56.87% |
Expected volatility, maximum percentage | 62.16% |
Risk free interest rate, minimum percentage | 3.39% |
Risk free interest rate, maximum percentage | 3.88% |
Minimum | |
Stockholders' Equity | |
Expected term | 4 years 6 months |
Maximum | |
Stockholders' Equity | |
Expected term | 7 years 7 months 6 days |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Nov. 01, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2023 | |
Fair value measurement | ||||
Money market funds, at carrying value | $ 22,000,000 | $ 37,500,000 | ||
Recurring basis | Level 3 | ||||
Fair value measurement | ||||
Earn-out from business acquisition | $ 28,000,000 | |||
Fair value adjustments of acquisition earn-outs | $ 0 | |||
Payment of achieved earn-out threshold | (3,500,000) | |||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | $ 0 | 0 | ||
Nonrecurring | ||||
Fair value measurement | ||||
Fair value, asset (liability) | $ 0 | $ 0 |
Fair Value Measurement - Contin
Fair Value Measurement - Contingent Consideration (Details) | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Fair value adjustment of acquisition earn-outs |
Recurring basis | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 0 |
Change in fair value | 0 |
Ending balance | $ 0 |
Defined Benefit Pension Plan -
Defined Benefit Pension Plan - Additional Information (Details) | Jun. 30, 2023 GBP (£) |
Maximum | |
Defined benefit pension plan | |
Expected contributions | £ 10,000,000 |
Defined Benefit Pension Plan _2
Defined Benefit Pension Plan - Net Period Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Interest cost | $ 203 | $ 122 | $ 594 | $ 384 |
Expected return on plan assets | (224) | (219) | (653) | (686) |
Amortization of prior service cost | 7 | 5 | 20 | 15 |
Total net periodic benefit | $ (14) | $ (92) | $ (39) | $ (287) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Net | Interest Income (Expense), Net | Interest Income (Expense), Net | Interest Income (Expense), Net |
Segment Information - Narrative
Segment Information - Narrative (Details) - Segment | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue, Major Customer [Line Items] | ||||
Reportable segments | 4 | |||
Non-US | Sales Revenue | Geographic Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk percentage | 8.80% | 11.90% | 10.40% | 13.60% |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 80,770 | $ 69,866 | $ 234,505 | $ 204,848 |
Total segment gross profit | 45,568 | 40,934 | 127,165 | 119,186 |
Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 17,270 | 16,587 | 45,956 | 45,130 |
Total segment gross profit | 16,389 | 15,765 | 43,572 | 42,913 |
Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 50,971 | 42,374 | 150,657 | 122,883 |
Total segment gross profit | 17,876 | 15,942 | 50,562 | 46,818 |
Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 8,985 | 7,796 | 27,795 | 27,996 |
Total segment gross profit | 7,938 | 6,271 | 23,466 | 21,076 |
Operating Segments | Machinio | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 3,559 | 3,124 | 10,144 | 8,883 |
Total segment gross profit | 3,381 | 2,971 | 9,611 | 8,424 |
Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (16) | 15 | (47) | 44 |
Total segment gross profit | (16) | 15 | (47) | 44 |
Consignment and other fee revenues | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 37,961 | 34,359 | 105,790 | 95,739 |
Consignment and other fee revenues | Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 17,270 | 16,587 | 45,956 | 45,130 |
Consignment and other fee revenues | Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9,532 | 8,586 | 29,006 | 23,045 |
Consignment and other fee revenues | Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 7,615 | 6,077 | 20,731 | 18,725 |
Consignment and other fee revenues | Operating Segments | Machinio | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 3,559 | 3,124 | 10,144 | 8,883 |
Consignment and other fee revenues | Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | (16) | 15 | (47) | 44 |
Purchase revenues | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 42,809 | 35,507 | 128,715 | 109,109 |
Purchase revenues | Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Purchase revenues | Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 41,439 | 33,788 | 121,651 | 99,838 |
Purchase revenues | Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,370 | 1,719 | 7,064 | 9,271 |
Purchase revenues | Operating Segments | Machinio | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Purchase revenues | Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Segment Information - Reconcili
Segment Information - Reconciliation from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||||
Total segment gross profit | $ 45,568 | $ 40,934 | $ 127,165 | $ 119,186 |
Other costs and expenses from operations | 37,315 | 33,712 | 108,811 | 103,008 |
Fair value adjustment of acquisition earn-outs | 0 | (11,500) | 0 | (20,000) |
Interest and other (income) expense, net | (777) | 131 | (1,609) | (55) |
Income before provision for income taxes | $ 9,030 | $ 18,591 | $ 19,963 | $ 36,233 |