Cover Page
Cover Page - shares | 3 Months Ended | |
Dec. 31, 2023 | Feb. 05, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 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, $0.001 par value | |
Trading Symbol | LQDT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,719,262 | |
Entity Central Index Key | 0001235468 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 98,557 | $ 110,281 |
Short-term investments | 8,480 | 7,891 |
Accounts receivable, net of allowance for doubtful accounts of $1,518 and $1,424 | 7,745 | 7,848 |
Inventory, net | 14,465 | 11,116 |
Prepaid taxes and tax refund receivable | 1,426 | 1,783 |
Prepaid expenses and other current assets | 7,290 | 7,349 |
Total current assets | 137,963 | 146,268 |
Property and equipment, net | 16,774 | 17,156 |
Operating lease assets | 9,052 | 9,888 |
Intangible assets, net | 11,612 | 12,457 |
Goodwill | 89,627 | 89,388 |
Deferred tax assets | 6,439 | 7,050 |
Other assets | 6,958 | 6,762 |
Total assets | 278,425 | 288,970 |
Current liabilities: | ||
Accounts payable | 32,389 | 39,115 |
Accrued expenses and other current liabilities | 17,413 | 23,809 |
Current portion of operating lease liabilities | 4,009 | 4,101 |
Deferred revenue | 4,474 | 4,701 |
Payables to sellers | 48,811 | 48,992 |
Total current liabilities | 107,096 | 120,718 |
Operating lease liabilities | 5,828 | 6,581 |
Other long-term liabilities | 122 | 137 |
Total liabilities | 113,046 | 127,436 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 36,189,757 shares issued and outstanding at December 31, 2023; 36,142,346 shares issued and outstanding at September 30, 2023 | 36 | 36 |
Additional paid-in capital | 268,096 | 265,945 |
Treasury stock, at cost; 5,501,737 shares at December 31, 2023, and 5,433,045 shares at September 30, 2023 | (85,202) | (84,031) |
Accumulated other comprehensive loss | (9,500) | (10,457) |
Accumulated deficit | (8,051) | (9,958) |
Total stockholders’ equity | 165,379 | 161,533 |
Total liabilities and stockholders’ equity | $ 278,425 | $ 288,970 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,518 | $ 1,424 |
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) | 36,189,758 | 36,142,346 |
Common stock, shares outstanding (in shares) | 36,189,758 | 36,142,346 |
Treasury Stock, Common, Shares | 5,501,737 | 5,433,045 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue | $ 71,325 | $ 72,282 |
Costs and expenses from operations: | ||
Cost of goods sold (excludes depreciation and amortization) | 31,526 | 31,773 |
Technology and operations | 14,238 | 14,704 |
Sales and marketing | 12,980 | 10,790 |
General and administrative | 7,585 | 7,385 |
Depreciation and amortization | 2,904 | 2,764 |
Other operating expenses, net | 445 | 139 |
Total costs and expenses | 69,678 | 67,555 |
Income from operations | 1,647 | 4,727 |
Interest and other income, net | (1,141) | (389) |
Income before provision for income taxes | 2,788 | 5,116 |
Provision for income taxes | 881 | 1,149 |
Net income | $ 1,907 | $ 3,967 |
Basic income per common share (in usd per share) | $ 0.06 | $ 0.12 |
Diluted income per common share (in usd per share) | $ 0.06 | $ 0.12 |
Basic weighted average shares outstanding (in shares) | 30,605,475 | 31,815,160 |
Diluted weighted average shares outstanding | 31,938,342 | 32,937,600 |
Purchase revenues | ||
Total revenue | $ 36,225 | $ 38,634 |
Consignment and other fee revenues | ||
Total revenue | $ 35,100 | $ 33,648 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 1,907 | $ 3,967 |
Other comprehensive income (loss): | ||
Foreign currency translation | 958 | (1,273) |
Other comprehensive income (loss), net of taxes | 958 | (1,273) |
Comprehensive income | $ 2,865 | $ 5,240 |
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, 2022 | 35,724,057 | |||||
Balance at Sep. 30, 2022 | $ 154,536 | $ 36 | $ 258,275 | $ (10,285) | $ (30,936) | |
Balance (in shares) at Sep. 30, 2022 | (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 | ||||
Balance (in shares) at Dec. 31, 2022 | 35,899,640 | |||||
Balance at Dec. 31, 2022 | $ 154,953 | $ 36 | 260,653 | (9,012) | (26,970) | |
Balance (in shares) at Dec. 31, 2022 | (4,345,018) | |||||
Balance (in shares) at Sep. 30, 2023 | 36,142,346 | 36,142,345 | ||||
Balance at Sep. 30, 2023 | $ 161,533 | $ 36 | 265,945 | $ (84,031) | (10,458) | (9,958) |
Balance (in shares) at Sep. 30, 2023 | 5,433,045 | (5,433,045) | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ 1,907 | 1,907 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 59,471 | |||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 127 | 127 | ||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (12,058) | |||||
Taxes paid associated with net settlement of stock compensation awards | (224) | (224) | ||||
Common stock repurchased | (1,171) | $ (1,171) | ||||
Common stock repurchased (in shares) | (68,692) | |||||
Stock compensation expense | 2,249 | 2,249 | ||||
Foreign currency translation | $ 958 | 958 | ||||
Balance (in shares) at Dec. 31, 2023 | 36,189,758 | 36,189,758 | ||||
Balance at Dec. 31, 2023 | $ 165,379 | $ 36 | $ 268,096 | $ (85,202) | $ (9,500) | $ (8,051) |
Balance (in shares) at Dec. 31, 2023 | 5,501,737 | (5,501,737) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net income | $ 1,907 | $ 3,967 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 2,904 | 2,764 |
Stock compensation expense | 2,249 | 2,081 |
Provision for doubtful accounts | 101 | 15 |
Deferred tax expense | 612 | 1,181 |
Gain on disposal of property and equipment | (14) | (45) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 64 | 3,954 |
Inventory | (3,266) | (4,680) |
Prepaid taxes and tax refund receivable | 358 | (202) |
Prepaid expenses and other assets | 40 | (999) |
Operating lease assets and liabilities | (10) | (65) |
Accounts payable | (6,757) | (10,416) |
Accrued expenses and other current liabilities | (6,422) | (1,744) |
Deferred revenue | (227) | (417) |
Payables to sellers | (412) | (5,935) |
Other liabilities | 0 | (120) |
Net cash used in operating activities | (8,873) | (10,659) |
Investing activities | ||
Purchases of property and equipment, including capitalized software | (1,731) | (1,212) |
Purchase of short-term investments | (2,369) | (1,847) |
Maturities of short-term investments | 1,986 | 0 |
Other investing activities, net | 31 | 44 |
Net cash used in investing activities | (2,083) | (3,015) |
Financing activities | ||
Common stock repurchases | (1,168) | (7,199) |
Taxes paid associated with net settlement of stock compensation awards | (225) | (244) |
Payments of the principal portion of finance lease liabilities | (26) | (25) |
Proceeds from exercise of stock options, net of tax | 127 | 496 |
Net cash used in financing activities | (1,292) | (6,972) |
Effect of exchange rate differences on cash and cash equivalents | 524 | 690 |
Net decrease in cash and cash equivalents | (11,724) | (19,956) |
Cash and cash equivalents at beginning of period | 110,281 | 96,122 |
Cash and cash equivalents at end of period | 98,557 | 76,166 |
Supplemental disclosure of cash flow information | ||
Cash (received) paid for income taxes, net | $ (117) | $ 159 |
Organization
Organization | 3 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. Organization Liquidity Services, Inc. (Liquidity Services, the Company) is a leading global commerce company providing trusted online marketplace platforms that power the circular economy. We create a better future for organizations, individuals, and the planet by using technology to capture and unleash the intrinsic value of surplus. We connect millions of buyers and thousands of sellers through our leading e-commerce 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 online marketplace platforms. These platforms ignite and enable a self-reinforcing cycle of value creation where buyers and sellers attract one another in greater 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. Liquidity Services was incorporated in Delaware in November 1999 as Liquidation.com, Inc. and commenced operations in early 2000. Reportable Segments The Company has four reportable segments under which we conduct business: GovDeals, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), and Machinio. Further information and operating results of our reportable segments can be found in Note 13 - Segment Information . • GovDeals . The GovDeals reportable segment provides solutions that enable government entities including city, county, state and federal agencies located in the United States and Canada and related commercial businesses to sell surplus property and real estate assets through our GovDeals and Bid4Assets marketplaces. • RSCG . The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell excess, returned, and overstocked consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce solutions. This segment uses multiple selling channels across our network of marketplaces and others to optimize the best combination of velocity, volume, and value. This segment uses the AllSurplus, Secondipity, and Liquidation.com marketplaces. • CAG . The CAG reportable segment provides solutions to sellers and consists of marketplaces that enable commercial businesses to sell surplus assets. The core verticals in which CAG operates include industrial manufacturing, oil and gas, heavy equipment, biopharma, and electronics. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. CAG benefits from a global base of buyers and sellers enabling the sale and redeployment of assets wherever they’re most likely to generate the best value and highest use across the world. This segment primarily uses the AllSurplus and GovDeals marketplaces. • Machinio . 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 suite of online marketing tools that includes website hosting, email marketing, and inventory management, to support and enable equipment sellers’ online business. 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 inflationary pressures and impacts from interest rate changes; ongoing international armed and geopolitical conflicts; 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 | 3 Months Ended |
Dec. 31, 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 management's opinion, 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 months ended December 31, 2023, are not necessarily indicative of the results that may be expected for the year ending September 30, 2024 , 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 months ended December 31, 2023 , these estimates required the Company to make assumptions about the impact of ongoing international armed and geopolitical conflicts, 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 $ 0.9 million as of December 31, 2023, and $ 0.9 million as of September 30, 2023, 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 $ 4.5 million as of December 31, 2023, and $ 4.7 million as of September 30, 2023, and is included in the line-item Deferred revenue on the Condensed Consolidated Balance Sheets. Of the September 30, 2023, contract liability balance, $ 2.2 million was earned as other fee revenue during the three months ended December 31, 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 December 31, 2023, the Machinio segment had a remaining performance obligation of $ 4.5 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 $ 2.2 million as of December 31, 2023, and $ 2.2 million as of September 30, 2023, 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 $ 0.4 million and $ 0.3 million during the three months ended December 31, 2023 and 2022 , respectively 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 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. $ 8.3 million and $ 5.8 million of inventory purchased under such contracts with Amazon.com, Inc. is included in the line-item Inventory on the Condensed Consolidated Balance Sheets as of December 31, 2023, and September 30, 2023 , 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 Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) . The majority of the Company’s sales require payment in advance of the sale, but a limited number of buyers are approved to conduct sales on credit. Accounts receivables related to those sales are generally short-term in nature and do not require the posting of collateral. The Company estimates its allowances for credit loss based on historical collection trends, the age of outstanding receivables, existing economic conditions, and the specific facts and circumstances of individual customers. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due account balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company adopted the new standard effective October 1, 2023. The adoption of ASU 2016-13 did not have a material impact on our condensed consolidated financial statements. Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . It will require organizations to provide enhanced disclosures primarily regarding significant segment expenses. The guidance will be effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ending September 30, 2025. The guidance is required to be applied on a retrospective basis, with all such required disclosures to be made with regard to all fiscal years presented in the financial statements. The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU will require organizations to disclose specific categories in their tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The guidance will be effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ending September 30, 2026. The guidance is required to be applied on a prospective basis however, retrospective application is permitted. The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 3. Earnings per Share Basic net income per share is computed by dividing Net income for the period by the weighted average number of shares outstanding during the period. Diluted net income per share is computed by dividing Net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The calculation of Diluted net income per share excludes all anti-dilutive common shares. The computation of Basic and Diluted net income per share is as follows: Three months ended December 31, 2023 2022 Numerator: Net income $ 1,907 $ 3,967 Denominator: Basic weighted average shares outstanding 30,605,475 31,815,160 Dilutive impact of stock options, RSUs and RSAs 1,332,867 1,122,440 Diluted weighted average shares outstanding 31,938,342 32,937,600 Basic income per common share $ 0.06 $ 0.12 Diluted income per common share $ 0.06 $ 0.12 Stock options, RSUs and RSAs excluded from income per diluted share because their effect would have been anti-dilutive 1,977,805 1,906,513 |
Leases
Leases | 3 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 4. Leases The Company has operating leases for its corporate offices, warehouses, vehicles, and equipment. During the three months ended December 31, 2023, the Company entered into a lease for warehouse space in Brownsburg, IN, which has not yet commenced but is expected to during the year ended September 30, 2024. This warehouse will serve our RSCG buyers and sellers upon expiration of our Plainfield, IN lease. The operating leases have remaining terms of up to 3.1 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 December 31, 2023 2022 Finance lease – lease asset amortization $ 20 $ 20 Finance lease – interest on lease liabilities 3 4 Operating lease cost 1,293 1,358 Short-term lease cost 39 137 Variable lease cost (1) 323 375 Sublease income ( 3 ) ( 25 ) Total net lease cost $ 1,675 $ 1,869 (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: December 31, 2023 Operating Leases Finance Leases Remainder of 2024 $ 3,436 $ 67 2025 4,067 68 2026 2,418 65 2027 560 12 2028 144 — Thereafter 49 — Total lease payments (1) $ 10,674 $ 213 Less: imputed interest (2) ( 792 ) ( 15 ) Total lease liabilities $ 9,882 $ 198 (1) The weighted average remaining lease term is 2.6 years for operating leases and 2.7 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: Three Months Ended December 31, 2023 2022 Cash paid for amounts included in operating lease liabilities $ 1,154 $ 1,205 Cash paid for amounts included in finance lease liabilities $ 26 $ 25 Non-cash: lease liabilities arising from new operating lease assets obtained $ — $ — Non-cash: lease liabilities arising from new finance lease assets obtained $ — $ — Non-cash: adjustments to lease assets and liabilities (1) $ 293 $ — (1) These include adjustments due to lease modifications, renewals, and other related adjustments. |
Goodwill
Goodwill | 3 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. 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, 2022 $ 53,814 $ 20,538 $ 14,558 $ 88,910 Translation adjustments — 478 — 478 September 30, 2023 53,814 21,016 14,558 89,388 Translation adjustments — 239 — 239 December 31, 2023 $ 53,814 $ 21,255 $ 14,558 $ 89,627 Goodwill is tested for impairment at the beginning of the fourth quarter and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable. The Company did not identify any indicators of impairment that required an interim goodwill impairment test during the three months ended December 31, 2023 . |
Intangible Assets
Intangible Assets | 3 Months Ended |
Dec. 31, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets consist of the following: December 31, 2023 September 30, 2023 (in thousands) Useful Gross Accumulated Net Gross Accumulated Net Contract intangibles 6 - 8 $ 17,000 $ ( 6,606 ) $ 10,394 $ 17,000 $ ( 6,043 ) $ 10,957 Technology 3 - 5 5,300 ( 4,578 ) 722 5,300 ( 4,361 ) 939 Patent and trademarks 7 - 10 2,376 ( 1,880 ) 496 2,375 ( 1,814 ) 561 Total intangible assets, net $ 24,676 $ ( 13,064 ) $ 11,612 $ 24,675 $ ( 12,218 ) $ 12,457 Future expected amortization of intangible assets as of December 31, 2023, is as follows: (in thousands) Years ending September 30, Expected Future Amortization Remainder of 2024 $ 2,408 2025 2,013 2026 1,768 2027 1,761 2028 and thereafter 3,662 Total $ 11,612 Intangible asset amortization expense was $ 0.8 million and $ 1.0 million for the three months ended December 31, 2023 and 2022, respectively. The Company did not record impairment charges on any intangible assets during the three months ended December 31, 2023 and 2022. The Company did not identify any indicators of impairment requiring an interim impairment test on material long-lived assets during the three months ended December 31, 2023 . |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The Company’s interim effective income tax rate is based on management’s best current estimate of the Company's expected annual effective income tax rate. The Company recorded pre-tax income in the first three months of fiscal year 2024 and its corresponding effective tax rate is 31.6 % compared to 22.5 % for the first three months of fiscal year 2023. The change in the effective tax rate for the three months ended December 31, 2023 , as compared to the same period in the prior year, was primarily due to state and foreign taxes, and the utilization of net operating losses. 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 is effective for us in fiscal year 2024. The IRA has not had 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 three months ended December 31, 2023, the Company did no t record any unrecognized tax benefits. 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 December 31, 2023 , the Company has no open income tax examinations in the U.S. and the statute of limitations for years prior to 2020 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal year 2020 may be adjusted upon examination by tax authorities if they are utilized. |
Debt
Debt | 3 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt On February 10, 2022, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association (the Credit Agreement). Terms of the Credit Agreement provide for revolving loans (the 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 the year ended September 30, 2023, the Credit Agreement was amended to extend the maturity date by 12 months to March 31, 2025 (the First Amendment). No other changes, including regarding the borrowing terms of capacities, were made to the Credit Agreement 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 Line of Credit Fee, are included within Interest and other income, 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 affirmative and restrictive covenants including covenants placing limitations on mergers, consolidations and dissolutions, investments and acquisitions, indebtedness and liens, and dividends and other restricted payments. As of December 31, 2023, the Company complied with the terms and conditions of the Credit Agreement. During the year ended September 30, 2023, the Company did not make any draws under the Credit Agreement. As of December 31, 2023 , the Company had no outstanding borrowings under the Credit Agreement. During the three months ended December 31, 2023 , interest expense incurred by the Company under the Credit Agreement was immaterial to the condensed consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 9. 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, 2022 35,724,057 $ 36 $ 258,275 ( 3,813,199 ) $ ( 62,554 ) $ ( 10,285 ) $ ( 30,936 ) $ 154,536 Net income — — — — — — 3,967 3,967 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 190,119 — 495 — — — — 495 Taxes paid associated with net settlement of stock compensation awards ( 14,536 ) — ( 244 ) — — — — ( 244 ) Common stock repurchased — — — ( 531,819 ) ( 7,199 ) — — ( 7,199 ) Stock compensation expense — — 2,126 — — — — 2,126 Foreign currency translation and other — — — — — 1,273 — 1,273 Balance at December 31, 2022 35,899,640 $ 36 $ 260,653 ( 4,345,018 ) $ ( 69,754 ) $ ( 9,012 ) $ ( 26,970 ) $ 154,953 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 December 31, 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 1.5x shares against the plan reserves. As of December 31, 2023 , 66,635 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 December 31, 2023 2022 Equity-classified awards: Stock options $ 500 $ 475 RSUs & RSAs 1,749 1,651 Total Equity-classified award 2,249 2,126 Liability-classified awards: SARs — ( 44 ) Total stock compensation expense: $ 2,249 $ 2,081 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 December 31, 2023 2022 Stock-compensation expense by function Technology and operations $ 330 $ 256 Sales and marketing 638 508 General and administrative 1,281 1,317 Total stock compensation expense: $ 2,249 $ 2,081 Stock Options and RSUs & RSAs The following table presents stock option and RSUs & RSAs grant activity: Three Months Ended December 31, 2023 Stock Options granted: Options containing only service conditions: 125,955 Weighted average exercise price $ 18.00 Weighted average grant date fair value $ 9.03 Options containing performance conditions: 125,955 Weighted average exercise price $ 18.00 Weighted average grant date fair value $ 9.03 RSUs & RSAs granted: RSUs & RSAs containing only service conditions: 240,080 Weighted average grant date fair value $ 19.55 RSUs & RSAs containing performance conditions: 235,080 Weighted average grant date fair value $ 19.59 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 on 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 three months ended December 31, 2023, were as follows: Three Months Ended December 31, 2023 Dividend yield — Expected volatility 59.08 % - 60.83 % Risk-free interest rate 3.83 % - 3.88 % Expected term 4.5 - 5.0 years 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, 2023, the Company had $ 17.0 million of remaining share repurchase authorization through December 31, 2025. The Company repurchased 68,692 shares for $ 1.2 million during the three months ended December 31, 2023. As of December 31, 2023 , the Company had $ 15.8 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 three months ended December 31, 2023 and 2022, no shares of common stock were surrendered by participants in the exercise of stock options. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 10. 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 $ 42.9 million and $ 51.4 million of money market funds considered cash equivalents at December 31, 2023, and September 30, 2023, respectively. These assets were measured at fair value as of December 31, 2023, and September 30, 2023, and were classified as Level 1 assets within the fair value hierarchy. There were no transfers between levels during the periods presented. 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 December 31, 2023, the Company had no non-financial instruments measured at fair value on a non-recurring basis. As of December 31, 2023, and September 30, 2023 , 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 | 3 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | 11. 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 pension (benefit) cost is recognized within Interest and other income, net in the Condensed Consolidated Statements of Operations, and was immaterial for the three months ended December 31, 2023 and 2022 . |
Legal Proceedings and Other Con
Legal Proceedings and Other Contingencies | 3 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Other Contingencies | 12. Legal Proceedings and Other Contingencies The Company reserves for contingent liabilities based on ASC 450, Contingencies , when it determines that a liability is probable and reasonably estimable. From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. 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 the United States District Court for the District of Maryland (the “District Court”), alleging wrongful termination on the basis of gender, race, and age. The Company’s employment practices liability insurance carrier, CNA, accepted tender of these claims. In December 2022, the District Court granted the Company’s motion to dismiss with respect to the age discrimination claim but denied the motion with respect to the race and gender claims. Trial on the race and gender claims began on October 30, 2023. The jury was unable to reach a unanimous verdict on either claim and the judge declared a mistrial on November 6, 2023. The District Court and the parties are in the process of selecting a date for retrial. The Company continues to assert substantial defenses and cannot estimate a range of potential liability, if any, at this time. On December 28, 2022, the Company’s former Chief Marketing Officer (the “Former CMO”) filed a complaint (the “Original Complaint”) in the District Court, alleging wrongful termination on the basis of race and age and that the Company retaliated against him. 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 filed a motion to dismiss certain of the Former CMO’s claims on September 1, 2023. The District Court has not yet ruled on the motion. The Company asserts substantial defenses and cannot estimate a range of potential liability, if any, at this time. CNA has accepted tender of these claims as well. |
Segment Information
Segment Information | 3 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The Compan y has four reportable segments under which we conduct business: GovDeals, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), and Machinio. Descriptions of our reportable segments are as follows: • GovDeals . The GovDeals reportable segment provides solutions that enable government entities including city, county, state and federal agencies located in the United States and Canada and related commercial businesses to sell surplus property and real estate assets through our GovDeals and Bid4Assets marketplaces. • RSCG . The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell excess, returned, and overstocked consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce solutions. This segment uses multiple selling channels across our network of marketplaces and others to optimize the best combination of velocity, volume, and value. This segment uses the AllSurplus, Secondipity, and Liquidation.com marketplaces. • CAG . The CAG reportable segment provides solutions to sellers and consists of marketplaces that enable commercial businesses to sell surplus assets. The core verticals in which CAG operates include industrial manufacturing, oil and gas, heavy equipment, biopharma, and electronics. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. CAG benefits from a global base of buyers and sellers enabling the sale and redeployment of assets wherever they’re most likely to generate the best value and highest use across the world. This segment primarily uses the AllSurplus and GovDeals marketplaces. • Machinio . 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 suite of online marketing tools that includes website hosting, email marketing, and inventory management, to support and enable equipment sellers’ online business. We also report results for Corporate, 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 that assessment, the CODM uses segment direct profit to evaluate the performance of each segment. Segment direct profit is calculated as total revenue less cost of goods sold (excludes depreciation and amortization). The following table sets forth certain financial information for the Company's reportable se gments: Three Months Ended December 31, (in thousands) 2023 2022 GovDeals: Purchase revenue $ — $ — Consignment and other fee revenues 15,900 13,607 Total revenue 15,900 13,607 Segment direct profit $ 15,056 $ 12,892 RSCG: Purchase revenue $ 35,293 $ 35,870 Consignment and other fee revenues 8,428 10,145 Total revenue 43,721 46,015 Segment direct profit $ 14,112 $ 16,011 CAG: Purchase revenue $ 932 $ 2,763 Consignment and other fee revenues 6,902 6,629 Total revenue 7,834 9,393 Segment direct profit $ 6,943 $ 8,502 Machinio: Purchase revenue $ — $ — Consignment and other fee revenues 3,886 3,283 Total revenue 3,886 3,283 Segment direct profit $ 3,703 $ 3,120 Corporate, including elimination adjustments: Purchase revenue $ — $ — Consignment and other fee revenues ( 16 ) ( 16 ) Total revenue ( 16 ) ( 16 ) Segment direct profit $ ( 16 ) $ ( 16 ) Consolidated: Purchase revenue $ 36,225 $ 38,634 Consignment and other fee revenues 35,100 33,648 Total revenue 71,325 72,282 Total Segment direct profit $ 39,798 $ 40,509 The following table reconciles segment direct profit used in the reportable segments to the Company's consolidated results: Three Months Ended December 31, (in thousands) 2023 2022 Reconciliation: Total segment direct profit $ 39,798 $ 40,509 Other costs and expenses from operations (1) $ 37,707 35,643 Interest and other income, net $ ( 697 ) ( 249 ) Income before provision for income taxes $ 2,788 $ 5,116 (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 December 31, 2023 and 2022, was 12.1 % and 13.5 % , respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On January 1, 2024, the Company acquired all the issued and outstanding equity securities associated with Sierra Auction Management, Inc. and G&G Salvage and Liquidations, Inc. (collectively, "Sierra") for $ 13.5 million in cash, subject to a customary working capital adjustment. Sierra is a full-service auction company specializing in the sale of vehicles, equipment and surplus assets for government agencies, commercial businesses, and charities in Arizona. Its financial results will be reported within the GovDeals reportable segment. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies Unaudited Interim Financial Information (Policies) | 3 Months Ended |
Dec. 31, 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 management's opinion, 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 months ended December 31, 2023, are not necessarily indicative of the results that may be expected for the year ending September 30, 2024 , 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 months ended December 31, 2023 , these estimates required the Company to make assumptions about the impact of ongoing international armed and geopolitical conflicts, 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 $ 0.9 million as of December 31, 2023, and $ 0.9 million as of September 30, 2023, 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 $ 4.5 million as of December 31, 2023, and $ 4.7 million as of September 30, 2023, and is included in the line-item Deferred revenue on the Condensed Consolidated Balance Sheets. Of the September 30, 2023, contract liability balance, $ 2.2 million was earned as other fee revenue during the three months ended December 31, 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 December 31, 2023, the Machinio segment had a remaining performance obligation of $ 4.5 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 $ 2.2 million as of December 31, 2023, and $ 2.2 million as of September 30, 2023, 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 $ 0.4 million and $ 0.3 million during the three months ended December 31, 2023 and 2022 , respectively |
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 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. $ 8.3 million and $ 5.8 million of inventory purchased under such contracts with Amazon.com, Inc. is included in the line-item Inventory on the Condensed Consolidated Balance Sheets as of December 31, 2023, and September 30, 2023 , 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 Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) . The majority of the Company’s sales require payment in advance of the sale, but a limited number of buyers are approved to conduct sales on credit. Accounts receivables related to those sales are generally short-term in nature and do not require the posting of collateral. The Company estimates its allowances for credit loss based on historical collection trends, the age of outstanding receivables, existing economic conditions, and the specific facts and circumstances of individual customers. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due account balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company adopted the new standard effective October 1, 2023. The adoption of ASU 2016-13 did not have a material impact on our condensed consolidated financial statements. Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . It will require organizations to provide enhanced disclosures primarily regarding significant segment expenses. The guidance will be effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ending September 30, 2025. The guidance is required to be applied on a retrospective basis, with all such required disclosures to be made with regard to all fiscal years presented in the financial statements. The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU will require organizations to disclose specific categories in their tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The guidance will be effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ending September 30, 2026. The guidance is required to be applied on a prospective basis however, retrospective application is permitted. The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income Per Share | The computation of Basic and Diluted net income per share is as follows: Three months ended December 31, 2023 2022 Numerator: Net income $ 1,907 $ 3,967 Denominator: Basic weighted average shares outstanding 30,605,475 31,815,160 Dilutive impact of stock options, RSUs and RSAs 1,332,867 1,122,440 Diluted weighted average shares outstanding 31,938,342 32,937,600 Basic income per common share $ 0.06 $ 0.12 Diluted income per common share $ 0.06 $ 0.12 Stock options, RSUs and RSAs excluded from income per diluted share because their effect would have been anti-dilutive 1,977,805 1,906,513 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of lease expense and supplemental cash flow information | The components of lease expense are: Three Months Ended December 31, 2023 2022 Finance lease – lease asset amortization $ 20 $ 20 Finance lease – interest on lease liabilities 3 4 Operating lease cost 1,293 1,358 Short-term lease cost 39 137 Variable lease cost (1) 323 375 Sublease income ( 3 ) ( 25 ) Total net lease cost $ 1,675 $ 1,869 (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: Three Months Ended December 31, 2023 2022 Cash paid for amounts included in operating lease liabilities $ 1,154 $ 1,205 Cash paid for amounts included in finance lease liabilities $ 26 $ 25 Non-cash: lease liabilities arising from new operating lease assets obtained $ — $ — Non-cash: lease liabilities arising from new finance lease assets obtained $ — $ — Non-cash: adjustments to lease assets and liabilities (1) $ 293 $ — (1) These include adjustments due to lease modifications, renewals, and other related adjustments. |
Maturities of Lease Liabilities | Maturities of lease liabilities are: December 31, 2023 Operating Leases Finance Leases Remainder of 2024 $ 3,436 $ 67 2025 4,067 68 2026 2,418 65 2027 560 12 2028 144 — Thereafter 49 — Total lease payments (1) $ 10,674 $ 213 Less: imputed interest (2) ( 792 ) ( 15 ) Total lease liabilities $ 9,882 $ 198 (1) The weighted average remaining lease term is 2.6 years for operating leases and 2.7 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) | 3 Months Ended |
Dec. 31, 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, 2022 $ 53,814 $ 20,538 $ 14,558 $ 88,910 Translation adjustments — 478 — 478 September 30, 2023 53,814 21,016 14,558 89,388 Translation adjustments — 239 — 239 December 31, 2023 $ 53,814 $ 21,255 $ 14,558 $ 89,627 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following: December 31, 2023 September 30, 2023 (in thousands) Useful Gross Accumulated Net Gross Accumulated Net Contract intangibles 6 - 8 $ 17,000 $ ( 6,606 ) $ 10,394 $ 17,000 $ ( 6,043 ) $ 10,957 Technology 3 - 5 5,300 ( 4,578 ) 722 5,300 ( 4,361 ) 939 Patent and trademarks 7 - 10 2,376 ( 1,880 ) 496 2,375 ( 1,814 ) 561 Total intangible assets, net $ 24,676 $ ( 13,064 ) $ 11,612 $ 24,675 $ ( 12,218 ) $ 12,457 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets as of December 31, 2023, is as follows: (in thousands) Years ending September 30, Expected Future Amortization Remainder of 2024 $ 2,408 2025 2,013 2026 1,768 2027 1,761 2028 and thereafter 3,662 Total $ 11,612 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [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, 2022 35,724,057 $ 36 $ 258,275 ( 3,813,199 ) $ ( 62,554 ) $ ( 10,285 ) $ ( 30,936 ) $ 154,536 Net income — — — — — — 3,967 3,967 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 190,119 — 495 — — — — 495 Taxes paid associated with net settlement of stock compensation awards ( 14,536 ) — ( 244 ) — — — — ( 244 ) Common stock repurchased — — — ( 531,819 ) ( 7,199 ) — — ( 7,199 ) Stock compensation expense — — 2,126 — — — — 2,126 Foreign currency translation and other — — — — — 1,273 — 1,273 Balance at December 31, 2022 35,899,640 $ 36 $ 260,653 ( 4,345,018 ) $ ( 69,754 ) $ ( 9,012 ) $ ( 26,970 ) $ 154,953 |
Summary of share-based compensation expense | The table below presents the components of share-based compensation expense (in thousands): Three Months Ended December 31, 2023 2022 Equity-classified awards: Stock options $ 500 $ 475 RSUs & RSAs 1,749 1,651 Total Equity-classified award 2,249 2,126 Liability-classified awards: SARs — ( 44 ) Total stock compensation expense: $ 2,249 $ 2,081 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 December 31, 2023 2022 Stock-compensation expense by function Technology and operations $ 330 $ 256 Sales and marketing 638 508 General and administrative 1,281 1,317 Total stock compensation expense: $ 2,249 $ 2,081 |
Summary of stock options and restricted stock granted | The following table presents stock option and RSUs & RSAs grant activity: Three Months Ended December 31, 2023 Stock Options granted: Options containing only service conditions: 125,955 Weighted average exercise price $ 18.00 Weighted average grant date fair value $ 9.03 Options containing performance conditions: 125,955 Weighted average exercise price $ 18.00 Weighted average grant date fair value $ 9.03 RSUs & RSAs granted: RSUs & RSAs containing only service conditions: 240,080 Weighted average grant date fair value $ 19.55 RSUs & RSAs containing performance conditions: 235,080 Weighted average grant date fair value $ 19.59 |
Summary of fair value assumptions, stock options | The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the three months ended December 31, 2023, were as follows: Three Months Ended December 31, 2023 Dividend yield — Expected volatility 59.08 % - 60.83 % Risk-free interest rate 3.83 % - 3.88 % Expected term 4.5 - 5.0 years |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit cost recognized | The net periodic pension (benefit) cost is recognized within Interest and other income, net in the Condensed Consolidated Statements of Operations, and was immaterial for the three months ended December 31, 2023 and 2022 . |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | The following table sets forth certain financial information for the Company's reportable se gments: Three Months Ended December 31, (in thousands) 2023 2022 GovDeals: Purchase revenue $ — $ — Consignment and other fee revenues 15,900 13,607 Total revenue 15,900 13,607 Segment direct profit $ 15,056 $ 12,892 RSCG: Purchase revenue $ 35,293 $ 35,870 Consignment and other fee revenues 8,428 10,145 Total revenue 43,721 46,015 Segment direct profit $ 14,112 $ 16,011 CAG: Purchase revenue $ 932 $ 2,763 Consignment and other fee revenues 6,902 6,629 Total revenue 7,834 9,393 Segment direct profit $ 6,943 $ 8,502 Machinio: Purchase revenue $ — $ — Consignment and other fee revenues 3,886 3,283 Total revenue 3,886 3,283 Segment direct profit $ 3,703 $ 3,120 Corporate, including elimination adjustments: Purchase revenue $ — $ — Consignment and other fee revenues ( 16 ) ( 16 ) Total revenue ( 16 ) ( 16 ) Segment direct profit $ ( 16 ) $ ( 16 ) Consolidated: Purchase revenue $ 36,225 $ 38,634 Consignment and other fee revenues 35,100 33,648 Total revenue 71,325 72,282 Total Segment direct profit $ 39,798 $ 40,509 |
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 December 31, (in thousands) 2023 2022 Reconciliation: Total segment direct profit $ 39,798 $ 40,509 Other costs and expenses from operations (1) $ 37,707 35,643 Interest and other income, net $ ( 697 ) ( 249 ) Income before provision for income taxes $ 2,788 $ 5,116 (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) | 3 Months Ended |
Dec. 31, 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 | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | |||
Contract asset | $ 0.9 | $ 0.9 | |
Contract liability | 4.5 | 4.7 | |
Contract liability recognized as revenue | 2.2 | ||
Capitalized contract cost, amortization | $ 0.4 | $ 0.3 | |
Percentage purchase model transactions | 20% | ||
Purchase of inventory | $ 8.3 | 5.8 | |
Prepaid Expenses and Other Current Assets | |||
Business Acquisition [Line Items] | |||
Contract costs | $ 2.2 | $ 2.2 |
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]: 2024-01-01 $ in Millions | Dec. 31, 2023 USD ($) |
Business Acquisition [Line Items] | |
Remaining performance obligation, period | 12 months |
Machinio | |
Business Acquisition [Line Items] | |
Remaining performance obligation | $ 4.5 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net income | $ 1,907 | $ 3,967 |
Denominator: | ||
Basic weighted average shares outstanding | 30,605,475 | 31,815,160 |
Dilutive impact of stock options, RSUs and RSAs | 1,332,867 | 1,122,440 |
Diluted weighted average shares outstanding | 31,938,342 | 32,937,600 |
Basic income per common share | $ 0.06 | $ 0.12 |
Diluted income per common share | $ 0.06 | $ 0.12 |
Stock options, RSUs and RSAs excluded from income per diluted share because their effect would have been anti-dilutive | 1,977,805 | 1,906,513 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Dec. 31, 2023 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 3 years 1 month 6 days |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Finance lease – lease asset amortization | $ 20 | $ 20 |
Finance lease – interest on lease liabilities | 3 | 4 |
Operating lease cost | 1,293 | 1,358 |
Short-term lease cost | 39 | 137 |
Variable lease cost | 323 | 375 |
Sublease income | (3) | (25) |
Total net lease cost | $ 1,675 | $ 1,869 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
Remainder of 2023 | $ 3,436 |
2024 | 4,067 |
2025 | 560 |
2026 | 2,418 |
2027 | 144 |
Thereafter | 49 |
Total lease payments | 10,674 |
Less: imputed interest | (792) |
Total lease liabilities | 9,882 |
Finance Leases | |
Remainder of 2023 | 67 |
2024 | 68 |
2025 | 65 |
2026 | 12 |
2027 | 0 |
Thereafter | 0 |
Total lease payments | 213 |
Less: imputed interest | (15) |
Total lease liabilities | $ 198 |
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) | Dec. 31, 2023 |
Leases [Abstract] | |
Operating leases, weighted average remaining lease term | 2 years 7 months 6 days |
Finance leases, weighted average remaining lease term | 2 years 8 months 12 days |
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 | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in operating lease liabilities | $ 1,154 | $ 1,205 |
Cash paid for amounts included in finance lease liabilities | 26 | 25 |
Non-cash: lease liabilities arising from new operating lease assets obtained | 0 | 0 |
Non-cash: lease liabilities arising from new finance lease assets obtained | 0 | 0 |
Non-cash: adjustments to lease assets and liabilities | $ 293 | $ 0 |
Goodwill - Changes in Goodwill
Goodwill - Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Goodwill | ||
Balance at the beginning of the period | $ 89,388 | $ 88,910 |
Translation adjustments | 239 | 478 |
Balance at the end of the period | 89,627 | 89,388 |
GovDeals Goodwil | ||
Goodwill | ||
Balance at the beginning of the period | 53,814 | 53,814 |
Translation adjustments | 0 | 0 |
Balance at the end of the period | 53,814 | 53,814 |
CAG Goodwill | ||
Goodwill | ||
Balance at the beginning of the period | 21,016 | 20,538 |
Translation adjustments | 239 | 478 |
Balance at the end of the period | 21,255 | 21,016 |
Machinio | ||
Goodwill | ||
Balance at the beginning of the period | 14,558 | 14,558 |
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 | Dec. 31, 2023 | Sep. 30, 2023 |
Intangible Assets | ||
Gross Carrying Amount | $ 24,676 | $ 24,675 |
Accumulated Amortization | (13,064) | (12,218) |
Net Carrying Amount | 11,612 | 12,457 |
Contract intangibles | ||
Intangible Assets | ||
Gross Carrying Amount | 17,000 | 17,000 |
Accumulated Amortization | (6,606) | (6,043) |
Net Carrying Amount | $ 10,394 | 10,957 |
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 | (4,578) | (4,361) |
Net Carrying Amount | $ 722 | 939 |
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 | $ 2,376 | 2,375 |
Accumulated Amortization | (1,880) | (1,814) |
Net Carrying Amount | $ 496 | $ 561 |
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 ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 800,000 | $ 1,000,000 |
Impairment of long-lived assets | $ 0 | $ 0 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Sep. 30, 2023 |
Future expected amortization of intangible assets | ||
Remainder of 2024 | $ 2,408 | |
2025 | 1,768 | |
2026 | 2,013 | |
2027 | 1,761 | |
2028 and thereafter | 3,662 | |
Net Carrying Amount | $ 11,612 | $ 12,457 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Effective tax rate | 31.60% | 22.50% |
Effective tax rate statutory federal rate | 21% | |
Excise tax on share repurchases | 1% | |
Corporate alternative minimum tax rate | 15% | |
Unrecognized tax benefits | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||
Feb. 10, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | |
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 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, National Association | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | ||
Letter of Credit | Wells Fargo Bank, National Association | |||
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 | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity | ||
Balance (in shares) | 36,142,346 | |
Balance | $ 161,533 | $ 154,536 |
Balance (in shares) | 5,433,045 | |
Net income | $ 1,907 | 3,967 |
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 127 | 495 |
Taxes paid associated with net settlement of stock compensation awards | (224) | (244) |
Common stock repurchased | (1,171) | (7,199) |
Stock compensation expense | $ 2,249 | 2,126 |
Foreign currency translation and other | 1,273 | |
Balance (in shares) | 36,189,758 | |
Balance | $ 165,379 | $ 154,953 |
Balance (in shares) | 5,501,737 | |
Common Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance (in shares) | 36,142,345 | 35,724,057 |
Balance | $ 36 | $ 36 |
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 59,471 | 190,119 |
Taxes paid associated with net settlement of stock compensation awards (in shares) | (12,058) | (14,536) |
Balance (in shares) | 36,189,758 | 35,899,640 |
Balance | $ 36 | $ 36 |
Additional Paid-in Capital | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | 265,945 | 258,275 |
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 127 | 495 |
Taxes paid associated with net settlement of stock compensation awards | (224) | (244) |
Stock compensation expense | 2,249 | 2,126 |
Balance | 268,096 | $ 260,653 |
Treasury Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | $ (84,031) | |
Balance (in shares) | (5,433,045) | (3,813,199) |
Balance | $ (62,554) | |
Common stock repurchased (in shares) | (68,692) | (531,819) |
Common stock repurchased | $ (1,171) | $ (7,199) |
Balance | $ (85,202) | |
Balance (in shares) | (5,501,737) | (4,345,018) |
Balance | $ (69,754) | |
Accumulated Other Comprehensive Loss | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | $ (10,458) | (10,285) |
Foreign currency translation and other | 1,273 | |
Balance | (9,500) | (9,012) |
Retained Earnings [Member] | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance | (9,958) | (30,936) |
Net income | 1,907 | 3,967 |
Balance | $ (8,051) | $ (26,970) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares available for issuance | 20,300,000 | ||
Remaining shares reserved for issuance | 66,635 | ||
Shares and options vesting period | 3 years | ||
Common stock repurchases | $ 1,171 | $ 7,199 | |
Remaining repurchase amount | $ 15,800 | $ 17,000 | |
Common stock surrendered in the exercise of stock options (in shares) | 0 | 0 | |
December 2022 Repurchase Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares repurchased | 68,692 | ||
Common stock repurchases | $ 1,200 | ||
Stock Option - Service Based | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares and options vesting period | 4 years |
Stockholders' Equity - Stock Co
Stockholders' Equity - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock compensation expense | $ 2,249 | $ 2,081 |
Stock options | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock compensation expense | 500 | 475 |
RSUs & RSAs | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock compensation expense | 1,749 | 1,651 |
Stock Options and RSUs and RSAs | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock compensation expense | 2,249 | 2,126 |
SARs | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock compensation expense | $ 0 | $ (44) |
Stockholders' Equity - Stock Ba
Stockholders' Equity - Stock Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock compensation expense | $ 2,249 | $ 2,081 |
Technology and operations | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock compensation expense | 330 | 256 |
Sales and marketing | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock compensation expense | 638 | 508 |
General and administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock compensation expense | $ 1,281 | $ 1,317 |
Stockholders' Equity - Grant Ac
Stockholders' Equity - Grant Activity (Details) | 3 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Stock Option - Service Based | |
Stock Options granted: | |
Options granted (in shares) | shares | 125,955 |
Weighted average exercise price (USD per share) | $ 18 |
Weighted average grant date fair value (USD per share) | $ 9.03 |
Stock Option - Performance Based | |
Stock Options granted: | |
Options granted (in shares) | shares | 125,955 |
Weighted average exercise price (USD per share) | $ 18 |
Weighted average grant date fair value (USD per share) | $ 9.03 |
Restricted Stock - Service Based | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 240,080 |
Weighted average grant date fair value (USD per share) | $ 19.55 |
Restricted Stock - Performance Based | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 235,080 |
Weighted average grant date fair value (USD per share) | $ 19.59 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value (Details) - Stock options | 3 Months Ended |
Dec. 31, 2023 | |
Fair value assumptions | |
Dividend yield | 0% |
Expected volatility, minimum | 59.08% |
Expected volatility, maximum | 60.83% |
Risk free interest rate, minimum | 3.83% |
Risk free interest rate, maximum | 3.88% |
Minimum | |
Fair value assumptions | |
Expected term | 4 years 6 months |
Maximum | |
Fair value assumptions | |
Expected term | 5 years |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Fair value measurement | ||
Money market funds, at carrying value | $ 42,900,000 | $ 51,400,000 |
Nonrecurring | ||
Fair value measurement | ||
Fair value, asset (liability) | $ 0 | $ 0 |
Defined Benefit Pension Plan -
Defined Benefit Pension Plan - Additional Information (Details) | Dec. 31, 2023 GBP (£) |
Maximum | |
Defined benefit pension plan | |
Expected contributions | £ 10,000,000 |
Segment Information - Narrative
Segment Information - Narrative (Details) - Segment | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Major Customer [Line Items] | ||
Reportable segments | 4 | |
Non-US | Sales Revenue | Geographic Concentration Risk | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk percentage | 12.10% | 13.50% |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 71,325 | $ 72,282 |
Total segment gross profit | 39,798 | 40,509 |
Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 15,900 | 13,607 |
Total segment gross profit | 15,056 | 12,892 |
Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 43,721 | 46,015 |
Total segment gross profit | 14,112 | 16,011 |
Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 7,834 | 9,393 |
Total segment gross profit | 6,943 | 8,502 |
Operating Segments | Machinio | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 3,886 | 3,283 |
Total segment gross profit | 3,703 | 3,120 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (16) | (16) |
Total segment gross profit | (16) | (16) |
Consignment and other fee revenues | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 35,100 | 33,648 |
Consignment and other fee revenues | Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 15,900 | 13,607 |
Consignment and other fee revenues | Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 8,428 | 10,145 |
Consignment and other fee revenues | Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 6,902 | 6,629 |
Consignment and other fee revenues | Operating Segments | Machinio | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 3,886 | 3,283 |
Consignment and other fee revenues | Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | (16) | (16) |
Purchase revenues | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 36,225 | 38,634 |
Purchase revenues | Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Purchase revenues | Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 35,293 | 35,870 |
Purchase revenues | Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 932 | 2,763 |
Purchase revenues | Operating Segments | Machinio | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 0 | 0 |
Purchase revenues | Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 0 | $ 0 |
Segment Information - Reconcili
Segment Information - Reconciliation from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Total segment gross profit | $ 39,798 | $ 40,509 |
Other costs and expenses from operations | 37,707 | 35,643 |
Interest and other income, net | (697) | (249) |
Income before provision for income taxes | $ 2,788 | $ 5,116 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) $ in Millions | Jan. 01, 2024 USD ($) |
Subsequent Event | Sierra | |
Subsequent Event [Line Items] | |
Issued and outstanding equity securities, acquired | $ 13.5 |