Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2016 | May. 05, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | LIQUIDITY SERVICES INC | |
Entity Central Index Key | 1,235,468 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,726,554 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 117,528 | $ 95,465 |
Accounts receivable, net of allowance for doubtful accounts of $557 and $471 at March 31, 2016 and September 30, 2015, respectively | 7,193 | 6,194 |
Inventory | 32,186 | 25,510 |
Tax refund receivable | 1,358 | 33,491 |
Prepaid and deferred taxes | 11,642 | 19,903 |
Prepaid expenses and other current assets | 6,819 | 7,826 |
Total current assets | 176,726 | 188,389 |
Property and equipment, net | 13,495 | 13,356 |
Intangible assets, net | 3,319 | 4,051 |
Goodwill | 64,421 | 64,073 |
Deferred long-term tax assets | 13,830 | 5,871 |
Other assets | 15,264 | 12,748 |
Total assets | 287,055 | 288,488 |
Current liabilities: | ||
Accounts payable | 8,782 | 9,500 |
Accrued expenses and other current liabilities | 30,209 | 27,350 |
Profit-sharing distributions payable | 1,503 | 2,512 |
Customer payables | 27,762 | 29,802 |
Total current liabilities | 68,256 | 69,164 |
Long-term liabilities | 3,221 | 3,322 |
Total liabilities | 71,477 | 72,486 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 30,606,566 shares issued and outstanding at March 31, 2016; 30,026,223 shares issued and outstanding at September 30, 2015 | 29 | 29 |
Additional paid-in capital | 215,672 | 210,712 |
Accumulated other comprehensive loss | (4,963) | (5,626) |
Retained earnings | 4,840 | 10,887 |
Total stockholders' equity | 215,578 | 216,002 |
Total liabilities and stockholders' equity | $ 287,055 | $ 288,488 |
Unaudited Consolidated Balance3
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 |
Unaudited Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 557 | $ 471 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 30,606,566 | 30,026,223 |
Common stock, shares outstanding | 30,606,566 | 30,026,223 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Unaudited Consolidated Statements of Operations | ||||
Revenue | $ 66,423 | $ 83,286 | $ 116,608 | $ 181,449 |
Fee revenue | 20,455 | 19,657 | 36,145 | 46,637 |
Total revenue | 86,878 | 102,943 | 152,753 | 228,086 |
Costs and expenses: | ||||
Cost of goods sold | 39,927 | 42,661 | 66,810 | 96,976 |
Profit-sharing distributions | 2,506 | 7,558 | 4,863 | 17,150 |
Technology and operations | 24,678 | 24,747 | 47,486 | 51,625 |
Sales and marketing | 9,148 | 10,798 | 18,608 | 21,183 |
General and administrative | 10,466 | 11,374 | 20,534 | 20,902 |
Amortization of contract intangibles | 1,211 | |||
Depreciation and amortization | 1,660 | 1,994 | 3,332 | 3,986 |
Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets | 39 | 96,238 | ||
Total costs and expenses | 88,385 | 99,132 | 161,672 | 309,271 |
(Loss) income from operations | (1,507) | 3,811 | (8,919) | (81,185) |
Interest and other income (expense), net | 390 | (39) | 451 | (77) |
(Loss) income before provision for income taxes | (1,117) | 3,772 | (8,468) | (81,262) |
Benefit (provision) for income taxes | 267 | (2,391) | 2,421 | 18,527 |
Net (loss) income | $ (850) | $ 1,381 | $ (6,047) | $ (62,735) |
Basic (loss) earnings per common share | $ (0.03) | $ 0.05 | $ (0.20) | $ (2.09) |
Diluted (loss) earnings per common share | $ (0.03) | $ 0.05 | $ (0.20) | $ (2.09) |
Basic weighted average shares outstanding (in shares) | 30,594,940 | 29,988,324 | 30,542,520 | 29,957,298 |
Diluted weighted average shares outstanding (in shares) | 30,594,940 | 29,988,324 | 30,542,520 | 29,957,298 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Unaudited Consolidated Statements of Comprehensive Income | ||||
Net (loss) income | $ (850) | $ 1,381 | $ (6,047) | $ (62,735) |
Other comprehensive income (loss): | ||||
Foreign currency translation | 1,421 | (1,157) | 663 | (3,113) |
Other comprehensive income (loss), net of taxes | 1,421 | (1,157) | 663 | (3,113) |
Comprehensive income (loss) | $ 571 | $ 224 | $ (5,384) | $ (65,848) |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Changes in Stockholders' Equity - 6 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings | Total |
Balance at Sep. 30, 2015 | $ 29 | $ 210,712 | $ (5,626) | $ 10,887 | $ 216,002 |
Balance (in shares) at Sep. 30, 2015 | 30,026,223 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Vesting of restricted stock (in shares) | 580,343 | ||||
Compensation expense and incremental tax benefit from grants of common stock options and restricted stock | 4,960 | 4,960 | |||
Net loss | (6,047) | (6,047) | |||
Foreign currency translation | 663 | 663 | |||
Balance at Mar. 31, 2016 | $ 29 | $ 215,672 | $ (4,963) | $ 4,840 | $ 215,578 |
Balance (in shares) at Mar. 31, 2016 | 30,606,566 |
Unaudited Consolidated Stateme7
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities | ||
Net loss | $ (6,047) | $ (62,735) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 3,332 | 5,197 |
Stock compensation expense | 5,144 | 5,412 |
Provision (benefit) for inventory allowance | 1,399 | (2,463) |
Provision for doubtful accounts | 86 | 1,205 |
Deferred tax benefit | (2,421) | (22,145) |
Impairment of goodwill and long-lived assets | 96,238 | |
Incremental tax benefit from exercise of common stock options | 213 | (65) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,085) | 5,957 |
Inventory | (8,075) | 29,246 |
Prepaid and deferred taxes | 34,641 | 1,164 |
Prepaid expenses and other assets | (1,509) | 182 |
Accounts payable | (718) | (308) |
Accrued expenses and other | 2,866 | (16,390) |
Profit-sharing distributions payable | (1,008) | 285 |
Customer payables | (2,040) | (10,849) |
Other liabilities | (79) | (987) |
Net cash provided by operating activities | 24,699 | 28,944 |
Investing activities | ||
Increase in intangibles | (35) | (9) |
Purchases of property and equipment | (2,723) | (5,095) |
Net cash used in investing activities | (2,758) | (5,104) |
Financing activities | ||
Proceeds from exercise of common stock options (net of tax) | 107 | |
Incremental tax benefit from exercise of common stock options | (213) | 65 |
Net cash (used) provided by financing activities | (213) | 172 |
Effect of exchange rate differences on cash and cash equivalents | 335 | (379) |
Net increase in cash and cash equivalents | 22,063 | 23,633 |
Cash and cash equivalents at beginning of period | 95,465 | 62,598 |
Cash and cash equivalents at end of period | 117,528 | 86,231 |
Supplemental disclosure of cash flow information | ||
Cash (received) paid for income taxes, net | $ (34,652) | $ 2,453 |
Organization
Organization | 6 Months Ended |
Mar. 31, 2016 | |
Organization | |
Organization | 1. Organization Liquidity Services, Inc. and its subsidiaries (the “Company”) operate leading auction marketplaces for surplus and salvage assets. The Company enables buyers and sellers to transact in an efficient, automated online auction environment offering over 500 product categories. The Company’s marketplaces provide professional buyers access to a global, organized supply of surplus and salvage assets presented with digital images and other relevant product information. Additionally, the Company enables its corporate and government sellers to enhance their financial return on excess assets by providing a liquid marketplace and value-added services that integrate sales and marketing, logistics and transaction settlement into a single offering. The Company organizes the products on its marketplaces into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, fleet and transportation equipment and specialty equipment. The Company’s marketplaces are www.liquidation.com , www.govliquidation.com, www.govdeals.com, www.networkintl.com, www.truckcenter.com, www.secondipity.com, and www.go-dove.com . The Company has one reportable segment consisting of operating auction marketplaces for sellers and buyers of surplus, salvage and scrap assets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information. 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. The information disclosed in the notes to the consolidated financial statements for these periods is unaudited. Operating results for the three and six months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending September 30, 2016 or for any future period. Fee revenue is revenue earned under the consignment model, as well as other fee revenue, and is presented separately as it accounts for more than 10% of total revenue. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , which supersedes most existing revenue recognition guidance under GAAP. The new standard will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. In July 2015, the FASB delayed the effective date of the new standard such that the new standard will be effective for the Company beginning on October 1, 2018, and may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-05, “ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . ASU 2015-05 provides guidance regarding whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the software license element of the arrangement must be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement must be accounted for as a service contract. ASU 2015-05 does not change the accounting for service contracts. ASU 2015-05 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases . ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-02 will require organizations that lease assets—referred to as “lessees”—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The standard will be effective for the Company beginning on October 1, 2019. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In March, 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) . The new standard will change certain aspects of accounting for share-based payments to employees. Under the new standard, the Company will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, the Company will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement when the awards vest or are settled. The APIC pools will be eliminated. For interim reporting purposes, the Company will account for excess tax benefits and tax deficiencies as discrete items in the period in which they occur. The new standard will also allow the Company to repurchase more of an employee’s shares than it can today for income tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The new guidance will require the Company to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. The standard will be effective for the Company beginning on October 1, 2017. Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price (i.e., working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management’s judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. Inventory Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or market. Cost is determined using the specific identification method. Charges for unsellable inventory, as well as for inventory written down to expected market price, are included in cost of goods sold in the period in which they have been determined to occur. As of March 31, 2016 and September 30, 2015, the Company’s inventory reserve was approximately $2.2 million and $0.8 million, respectively. Earnings per Share The Company calculates net income (loss) per share in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 Earnings Per Share (“ASC 260”). Under ASC 260, basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted stock awards. Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options and unvested restricted stock awards. The dilutive effect of unexercised stock options and unvested restricted stock awards was determined using the treasury stock method. Under the treasury stock method, the proceeds received from the exercise of stock options, the amount of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded in additional paid-in capital when stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s common stock. Stock options and restricted stock awards are not included in the computation of diluted net income (loss) per share when they are antidilutive. For the three and six months ended March 31, 2016, the basic and diluted weighted average common shares were the same because the inclusion of dilutive securities would have been anti-dilutive. Diluted net income attributable to common stockholders per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. See Note 8 for outstanding stock options and unvested restricted stock, all of which are anti-dilutive. The following summarizes the basic and diluted income per share: Three Months Ended March 31, Six Months Ended March 31, 2016 2015 2016 2015 (unaudited) (dollars in thousands, except per share amounts) Weighted average shares calculation: Basic weighted average shares outstanding Treasury stock effect of options and restricted stock — — — — Diluted weighted average common shares outstanding Net (loss) income $ ) $ $ ) $ ) Basic (loss) income per common share $ ) $ $ ) $ ) Diluted (loss) income per common share $ ) $ $ ) $ ) Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the closing price of the Company’s common stock on the date of grant. The determination of the fair value of the Company’s stock option awards and stock appreciation rights is based on a variety of factors including, but not limited to, the Company’s common stock price, expected stock price volatility over the expected life of awards, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectation. The forfeiture estimate is revised as necessary if actual forfeitures differ from these estimates. The Company issues restricted stock awards where restrictions lapse upon either the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those restricted stock awards with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. For stock options and stock awards that contain performance vesting conditions, the Company excludes these awards from diluted earnings per share computations until the contingency is met as of the end of that reporting period. For awards to non-employees (who are not directors), the Company records compensation cost when the performance condition is met. The Company presents the cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as a financing activity with a corresponding operating cash outflow in the Consolidated Statements of Cash Flows. |
Defense Logistics Agency (DLA)
Defense Logistics Agency (DLA) Disposition Services Contracts | 6 Months Ended |
Mar. 31, 2016 | |
Significant Contracts | |
Defense Logistics Agency (DLA) Disposition Services Contracts | 3. Defense Logistics Agency (DLA) Disposition Services Contracts The Company has a Surplus Contract with the DLA Disposition Services under which the Company is the remarketer of all Department of Defense (DoD) non-rolling stock surplus turned into the DLA available for sale within the United States, Puerto Rico, and Guam. The Surplus Contract requires the Company to purchase all usable surplus property offered to the Company by the Department of Defense (DoD) at a fixed percentage of the DoD’s original acquisition value (OAV). This fixed percentage is 4.35%; prior to the date the current Surplus Contract became effective, this fixed percentage was 1.8%. The Company retains 100% of the profits from the resale of the property and bears all of the costs for the merchandising and sale of the property. Included in accrued expenses and other current liabilities in the Consolidated Balance Sheet is a liability to the DoD of approximately $7,531,000 and $2,026,000 for inventory as of March 31, 2016 and September 30, 2015, respectively. The Surplus Contract contains a provision providing for a mutual termination of the contract for convenience. The initial two-year base period ends in December 2016. There are three one-year options to extend, exercisable by DLA Disposition Services. The Company has a Scrap Contract with the DLA under which the Company is the remarketer of all DoD scrap turned into the DLA available for sale within the United States, Puerto Rico, and Guam. DLA Disposition Services initiated an Invitation to Bid for the next Scrap Contract, which will be a three year contract with two one-year options. DLA Disposition Services solicited bids in February 2016, and awarded the contract to the Company in April 2016. See Note 15, Subsequent Event. |
Goodwill
Goodwill | 6 Months Ended |
Mar. 31, 2016 | |
Goodwill. | |
Goodwill | 4. Goodwill The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. The following summarizes goodwill activity for the periods indicated: Goodwill (in thousands) Balance at September 30, 2015 $ Translation adjustments Balance at March 31, 2016 $ Impairment of Goodwill The Company performs its annual goodwill impairment assessment as of the end of the fiscal year. The last impairment assessment was performed as of September 30, 2015 and the Company identified indicators of impairment, including a decline in the Company’s market capitalization. Goodwill impairment losses as of September 30, 2015, were $136.2 million, including $85.1 million recognized in the six months ended March 31, 2015. During the six months ended March 31, 2016, the Company did not identify any additional indicators of impairment. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2016 | |
Intangible Assets | |
Intangible Assets | 5. Intangible Assets As a result of the acquisition of Jacobs Trading Company on October 1, 2011, the Company assumed the rights and obligations of Jacobs Trading Company under the seller’s Master Merchandise Salvage Contract with Wal-Mart Stores, Inc. (the “Wal-Mart Agreement”) dated May 13, 2011. On December 1, 2014, Wal-Mart provided the Company with written notice terminating the Wal-Mart Agreement effective December 8, 2014. As a result of the termination of the Wal-Mart Agreement, the Company concluded that the intangible asset related to the Wal-Mart Agreement was impaired and reduced the remaining unamortized contract intangible asset of $10.3 million to zero during the six months ended March 31, 2015. This impairment charge is recorded in the Acquisition costs and the related fair value adjustments and impairment of goodwill and long-lived assets line item in the statements of operations. Intangible assets at March 31, 2016 and September 30, 2015 consisted of the following: March 31, 2016 September 30, 2015 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Contract intangibles $ $ ) $ $ $ — $ Brand and technology 3 - 5 ) ) Covenants not to compete 3 - 5 ) ) Patent and trademarks 3 - 10 ) ) Total intangible assets, net $ $ ) $ $ $ ) $ Future expected amortization of intangible assets at March 31, 2016 is as follows: Future Amortization Years ending September 30, (in thousands) 2016 (remaining six months) $ 2017 2018 2019 2020 and after Total $ Intangible assets amortization expense was approximately $0.4 million and $0.5 million for the three months ended March 31, 2016 and 2015, respectively. Intangible assets amortization expense was approximately $0.8 million and $2.2 million for the six months ended March 31, 2016 and 2015, respectively. |
Debt
Debt | 6 Months Ended |
Mar. 31, 2016 | |
Debt | |
Debt | 6. Debt Senior Credit Facility Effective March 25, 2016, the Company terminated its $75 million senior credit facility. Borrowings under the Agreement bore interest at an annual rate equal to the 30 day LIBOR rate plus 1.25% (1.608% at December 31, 2015) due monthly. The Company’s borrowing availability under the Facility as of September 30, 2015 and December 31, 2015 was $37.5 million. There were no outstanding borrowings under the Facility at the time of its termination. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2016 | |
Income Taxes | |
Income Taxes | 7. Income Taxes The Company’s interim effective income tax rate is based on management’s best current estimate of the expected annual effective income tax rate. The Company recorded a pre-tax loss in the first six months of fiscal year 2016 and its corresponding effective tax rate is approximately 28.6%. The Company applies the authoritative guidance related to uncertainty in income taxes. The Company has concluded that there were no uncertain tax positions identified during its analysis. The Company’s policy is to recognize interest and penalties in the period in which they occur in the income tax provision. 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 U.K. Currently, the Company is subject to income tax examinations for fiscal 2012 through 2015. The Company anticipates no material tax liability to arise from these examinations. The statute of limitations for U.S. federal income tax returns for years prior to fiscal 2012 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal 2012 may be adjusted upon examination by tax authorities if they are utilized. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 8. Stockholders’ Equity Share Repurchase Program Since 2008, the Company’s Board of Directors has approved the repurchase of up to $101.9 million in shares under a share repurchase program. Under the program, the Company is authorized to repurchase the issued and outstanding shares of the Company’s common stock. 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 the Company’s available cash. The Company did not repurchase any shares during the six months ended March 31, 2016 or 2015. As of March 31, 2016, there was approximately $5.1 million that may yet be expended to repurchase shares under the program. In addition, the Company’s Board of Directors has approved the repurchase of an additional $5.0 million in shares raising the current amount approved for repurchase, that may yet be expended up to $10.1 million. 2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) Under the 2006 Plan, as amended, 10,000,000 shares of common stock were available for issuance. At September 30, 2014, there were 772,227 shares remaining reserved for issuance in connection with awards under the 2006 Plan. In February 2015, at the Company’s annual meeting of stockholders, the stockholders approved an amendment to the Plan which increased the shares available for issuance under the 2006 Plan by 3,000,000 shares and established a fungible share pool so that awards other than options or stock appreciation rights granted after January 9, 2015, would be counted as 1.5 shares from the shares reserved for issuance under the 2006 Plan. During the three and six months ended March 31, 2016, the Company canceled 92,499 options and 214,014 restricted shares with performance conditions because the Compensation Committee, which administers the 2006 Plan, determined the performance goals had become unachievable. At March 31, 2016, there were 202,905 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During fiscal year 2015, the Company issued 737,972 cash-settled stock appreciation rights at the price of $9.35, and 59,156 cash-settled stock appreciation rights were forfeited. During the six months ended March 31, 2016, the Company issued 1,062,668 cash-settled stock appreciation rights at a price of $4.57 and 57,322 cash-settled stock appreciation rights were forfeited. Stock appreciation rights are recorded as liability awards. The maximum number of shares subject to options or stock appreciation rights that can be awarded under the 2006 Plan to any person is 1,000,000 per year. The maximum number of shares that can be awarded under the 2006 Plan to any person, other than pursuant to an option or stock appreciation right, is 700,000 per year. The Company issues stock appreciation rights where restrictions lapse upon either the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those stock appreciation rights with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. The stock appreciation rights that include only service conditions generally vest over a period of one to four years conditioned on continued employment for the incentive period. Stock Option Activity A summary of the Company’s stock option activity for the year ended September 30, 2015 and the six months ended March 31, 2016 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2014 $ Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2015 Options granted Options exercised — — Options canceled ) Options outstanding at March 31, 2016 Options exercisable at March 31, 2016 The intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options at March 31, 2016 is approximately $0 and 6.86 and $0 and 4.78, respectively, based on a stock price of $5.18 on March 31, 2016. Over the last three years, volatility rates have ranged from 50.90% - 77.92%, the dividend rate has been 0%, risk free interest rates have ranged from 0.12% - 1.51% and expected forfeiture rates have ranged from 19.70% - 23.54%. Restricted Share Activity A summary of the Company’s restricted share activity for the year ended September 30, 2015 and the six months ended March 31, 2016 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2014 $ Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2015 Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at March 31, 2016 The intrinsic value and weighted average remaining contractual life in years of unvested restricted shares at March 31, 2016 is approximately $14.8 million and 8.99, respectively, based on a stock price of $5.18 on March 31, 2016. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurement | |
Fair Value Measurement | 9. Fair Value Measurement The Company measures and records in the accompanying consolidated financial statements certain liabilities at fair value on a recurring basis. Authoritative guidance issued by the FASB establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 Quoted market prices in active markets for identical assets or liabilities; Level 2 Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. As of March 31, 2016 and September 30, 2015, the Company had no Level 1, Level 2, or Level 3 assets or liabilities that were recorded at fair value on a recurring basis. The Company’s financial assets not measured at fair value are cash and cash equivalents (which includes cash and commercial paper with original maturities of less than 90 days). The Company believes the carrying value of these instruments approximates fair value due to the short term maturities. |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 6 Months Ended |
Mar. 31, 2016 | |
Defined Benefit Pension Plan | |
Defined Benefit Pension Plan | 10. Defined Benefit Pension Plan Certain employees of GoIndustry, which the Company acquired in July 2012, are covered by the Henry Butcher Pension Fund and Life Assurance Scheme, a qualified defined benefit pension plan. The net periodic benefit cost recognized for the three and six months ended March 31, 2016 and 2015 included the following components: Three Months Ended March 31, Six Months Ended March 31, Qualified Defined Benefit Pension Plan 2016 2015 2016 2015 (dollars in thousands) Service cost — — — — Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Amortization of prior service cost — — — — Amortization of actuarial (gain)/loss — — — — Amortization of transitional obligation/(asset) — — — — Total net periodic (benefit) cost $ ) $ ) $ ) $ ) |
Guarantees
Guarantees | 6 Months Ended |
Mar. 31, 2016 | |
Guarantees | |
Guarantees | 11. Guarantees During the second quarter of 2015, the Company issued a guarantee to GoIndustry (UK) Limited (the “Subsidiary”) and the Trustees (the “Trustees”) of the Henry Butcher Pension Fund and Life Assurance Scheme (the “Scheme”). Under the arrangement, the Company irrevocably and unconditionally (a) guarantees to the Trustees punctual performance by the Subsidiary of all its Guaranteed Obligations, defined as all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally in any capacity whatsoever) of the Company to make payments to the Scheme up to a maximum of 10 million British pounds, (b) undertakes with the Trustees that, whenever the Subsidiary does not pay any amount when due in respect of its Guaranteed Obligations, it must immediately on demand by the Trustees pay that amount as if it were the principal obligor; and (c) indemnifies the Trustees as an independent and primary obligation immediately on demand against any cost, charge, expense, loss or liability suffered or incurred by the Trustees if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the cost, charge, expense, loss or liability under this indemnity will be equal to the amount the Trustees would otherwise have been entitled to recover on the basis of a guarantee. The guarantee is a continuing guarantee that will extend to the ultimate balance of all sums payable by the Company in respect of its Guaranteed Obligations. The funded status of the Scheme as of September 30, 2015, was disclosed in Note 14, Defined Benefit Pension Plan, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2015. |
Business Realignment Expenses
Business Realignment Expenses | 6 Months Ended |
Mar. 31, 2016 | |
Business Realignment Expenses | |
Business Realignment Expenses | 12. Business Realignment Expenses On October 1, 2014, the Company announced that it had realigned its workforce in response to the new terms and scope of the current Surplus Contract and to adjust for the efficiencies realized in its commercial business through ongoing integration efforts to support the future vision and growth of the Company. The business realignment included employee reductions across the organization. Business realignment expenses during the fiscal year ended September 30, 2014, included costs of $1.8 million in employee severance and benefit costs. In September 2015, the Company evaluated its business realignment effort which resulted in a net increase of $0.3 million in accrued expense primarily due to timing changes in commencement of the current Surplus Contract and the delay in the wind-down of the NESA business. The table below sets forth the significant components and activity in the business realignment initiatives during the six months ended March 31, 2016. Liability Balance at September 30, 2015 Business Realignment Expenses Cash Payments Liability Balance at March 31, 2016 (dollars in thousands) Employee severance and benefit costs for fiscal 2014 accrual $ $ ) $ ) $ Employee severance and benefit costs for fiscal 2015 accrual ) ) Total $ $ ) $ ) $ The business realignment expenses are recorded in costs and expenses from operations in the statement of operations, and in accrued expenses and other current liabilities on the balance sheet as of March 31, 2016 and September 30, 2015. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Mar. 31, 2016 | |
Legal Proceedings | |
Legal Proceedings | 13. Legal Proceedings On July 14, 2014, Leonard Howard filed a putative class action complaint in the United States District Court for the District of Columbia against the Company and its chief executive officer, former chief financial officer, and former chief accounting officer, on behalf of stockholders who purchased the Company’s common stock between February 1, 2012, and May 7, 2014. The complaint alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by, among other things, misrepresenting the Company’s growth initiative, growth potential, and financial and operating conditions, thereby artificially inflating its share price, and seeks unspecified compensatory damages and costs and expenses, including attorneys’ and experts’ fees. On October 14, 2014, the Court appointed Caisse de Dépôt et Placement du Québec and the Newport News Employees’ Retirement Fund as co-lead plaintiffs. The Plaintiffs filed an amended complaint on December 15, 2014, which alleges substantially similar claims but which does not name the chief accounting officer as a defendant. On March 2, 2015, the Company moved to dismiss the amended complaint for failure to state a claim or plead fraud with the requisite particularity. On March 31, 2016, the Court granted that motion in part and denied it in part. The Company has until May 16, 2016, to answer the amended complaint. The Company believes the allegations in the amended complaint are without merit and cannot estimate a range of potential liability, if any, at this time. |
Termination of the Wal-Mart Agr
Termination of the Wal-Mart Agreement | 6 Months Ended |
Mar. 31, 2016 | |
Termination of the Wal-Mart Agreement | |
Termination of the Wal-Mart Agreement | 14. Termination of the Wal-Mart Agreement As a result of the acquisition of Jacobs Trading Company on October 1, 2011, the Company assumed the rights and obligations of Jacobs Trading Company under the seller’s Master Merchandise Salvage Contract with Wal-Mart Stores, Inc. (the “Wal-Mart Agreement”) dated May 13, 2011. On December 1, 2014, Wal-Mart provided the Company written notice (the “Termination Notice”) terminating the Wal-Mart Agreement effective December 8, 2014. The Termination Notice alleged that the Company failed to comply with certain provisions under the Wal-Mart Agreement with respect to service level requirements and restrictions on the disposition of merchandise. The Company disputed these allegations and contested the termination of the Wal-Mart Agreement with Wal-Mart. As a result of negotiations with Wal-Mart, on January 22, 2015, a settlement was finalized whereby, in exchange for both parties waiving all respective claims against the other, Wal-Mart agreed to pay $7.5 million in damages. The payment was received from Wal-Mart in February 2015. |
Subsequent Event
Subsequent Event | 6 Months Ended |
Mar. 31, 2016 | |
Subsequent Event | |
Subsequent Event | 15. Subsequent Event On April 8, 2016, the DLA awarded the next scrap contract to the Company. Under the new Scrap Contract, the Company will acquire scrap property from the DLA and pay the DLA a revenue-sharing payment equal to 64.5% of the gross resale proceeds. The Company will bear all of the costs for the sorting, merchandising and sale of the property. The new Scrap Contract has a 36-month base term, commencing in the fourth quarter of fiscal year 2016 or the first quarter of fiscal year 2017, with two 12-month extension options exercisable by the DLA. As disclosed in the Company’s Current Report on Form 8-K filed on May 5, 2016, the Company’s Board of Directors has approved the repurchase of an additional $5.0 million in shares raising the current amount approved for repurchase, that may yet be expended up to $10.1 million. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information. 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. The information disclosed in the notes to the consolidated financial statements for these periods is unaudited. Operating results for the three and six months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending September 30, 2016 or for any future period. Fee revenue is revenue earned under the consignment model, as well as other fee revenue, and is presented separately as it accounts for more than 10% of total revenue. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , which supersedes most existing revenue recognition guidance under GAAP. The new standard will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. In July 2015, the FASB delayed the effective date of the new standard such that the new standard will be effective for the Company beginning on October 1, 2018, and may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-05, “ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . ASU 2015-05 provides guidance regarding whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the software license element of the arrangement must be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement must be accounted for as a service contract. ASU 2015-05 does not change the accounting for service contracts. ASU 2015-05 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases . ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-02 will require organizations that lease assets—referred to as “lessees”—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-02 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The standard will be effective for the Company beginning on October 1, 2019. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In March, 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718) . The new standard will change certain aspects of accounting for share-based payments to employees. Under the new standard, the Company will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, the Company will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement when the awards vest or are settled. The APIC pools will be eliminated. For interim reporting purposes, the Company will account for excess tax benefits and tax deficiencies as discrete items in the period in which they occur. The new standard will also allow the Company to repurchase more of an employee’s shares than it can today for income tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The new guidance will require the Company to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. The standard will be effective for the Company beginning on October 1, 2017. |
Business Combinations | Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price (i.e., working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management’s judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. |
Inventory | Inventory Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or market. Cost is determined using the specific identification method. Charges for unsellable inventory, as well as for inventory written down to expected market price, are included in cost of goods sold in the period in which they have been determined to occur. As of March 31, 2016 and September 30, 2015, the Company’s inventory reserve was approximately $2.2 million and $0.8 million, respectively. |
Earnings per Share | Earnings per Share The Company calculates net income (loss) per share in accordance with FASB Accounting Standards Codification (“ASC”) Topic 260 Earnings Per Share (“ASC 260”). Under ASC 260, basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted stock awards. Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options and unvested restricted stock awards. The dilutive effect of unexercised stock options and unvested restricted stock awards was determined using the treasury stock method. Under the treasury stock method, the proceeds received from the exercise of stock options, the amount of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded in additional paid-in capital when stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s common stock. Stock options and restricted stock awards are not included in the computation of diluted net income (loss) per share when they are antidilutive. For the three and six months ended March 31, 2016, the basic and diluted weighted average common shares were the same because the inclusion of dilutive securities would have been anti-dilutive. Diluted net income attributable to common stockholders per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. See Note 8 for outstanding stock options and unvested restricted stock, all of which are anti-dilutive. The following summarizes the basic and diluted income per share: Three Months Ended March 31, Six Months Ended March 31, 2016 2015 2016 2015 (unaudited) (dollars in thousands, except per share amounts) Weighted average shares calculation: Basic weighted average shares outstanding Treasury stock effect of options and restricted stock — — — — Diluted weighted average common shares outstanding Net (loss) income $ ) $ $ ) $ ) Basic (loss) income per common share $ ) $ $ ) $ ) Diluted (loss) income per common share $ ) $ $ ) $ ) |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the closing price of the Company’s common stock on the date of grant. The determination of the fair value of the Company’s stock option awards and stock appreciation rights is based on a variety of factors including, but not limited to, the Company’s common stock price, expected stock price volatility over the expected life of awards, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectation. The forfeiture estimate is revised as necessary if actual forfeitures differ from these estimates. The Company issues restricted stock awards where restrictions lapse upon either the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those restricted stock awards with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. For stock options and stock awards that contain performance vesting conditions, the Company excludes these awards from diluted earnings per share computations until the contingency is met as of the end of that reporting period. For awards to non-employees (who are not directors), the Company records compensation cost when the performance condition is met. The Company presents the cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as a financing activity with a corresponding operating cash outflow in the Consolidated Statements of Cash Flows. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of the basic and diluted income per share | Three Months Ended March 31, Six Months Ended March 31, 2016 2015 2016 2015 (unaudited) (dollars in thousands, except per share amounts) Weighted average shares calculation: Basic weighted average shares outstanding Treasury stock effect of options and restricted stock — — — — Diluted weighted average common shares outstanding Net (loss) income $ ) $ $ ) $ ) Basic (loss) income per common share $ ) $ $ ) $ ) Diluted (loss) income per common share $ ) $ $ ) $ ) |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Goodwill. | |
Summary of goodwill activity | Goodwill (in thousands) Balance at September 30, 2015 $ Translation adjustments Balance at March 31, 2016 $ |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Intangible Assets | |
Schedule of intangible assets | March 31, 2016 September 30, 2015 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Contract intangibles $ $ ) $ $ $ — $ Brand and technology 3 - 5 ) ) Covenants not to compete 3 - 5 ) ) Patent and trademarks 3 - 10 ) ) Total intangible assets, net $ $ ) $ $ $ ) $ |
Schedule of future expected amortization of intangible assets | Future Amortization Years ending September 30, (in thousands) 2016 (remaining six months) $ 2017 2018 2019 2020 and after Total $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity | |
Summary of stock option activity | Options Weighted- Average Exercise Price Options outstanding at September 30, 2014 $ Options granted Options exercised ) Options canceled ) Options outstanding at September 30, 2015 Options granted Options exercised — — Options canceled ) Options outstanding at March 31, 2016 Options exercisable at March 31, 2016 |
Summary of restricted share activity | Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2014 $ Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at September 30, 2015 Restricted shares granted Restricted shares vested ) Restricted shares canceled ) Unvested restricted shares at March 31, 2016 |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Defined Benefit Pension Plan | |
Schedule of net periodic benefit cost recognized | Three Months Ended March 31, Six Months Ended March 31, Qualified Defined Benefit Pension Plan 2016 2015 2016 2015 (dollars in thousands) Service cost — — — — Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Amortization of prior service cost — — — — Amortization of actuarial (gain)/loss — — — — Amortization of transitional obligation/(asset) — — — — Total net periodic (benefit) cost $ ) $ ) $ ) $ ) |
Business Realignment Expenses (
Business Realignment Expenses (Tables) | 6 Months Ended |
Mar. 31, 2016 | |
Business Realignment Expenses | |
Schedule of significant components and activity in business realignment initiatives | Liability Balance at September 30, 2015 Business Realignment Expenses Cash Payments Liability Balance at March 31, 2016 (dollars in thousands) Employee severance and benefit costs for fiscal 2014 accrual $ $ ) $ ) $ Employee severance and benefit costs for fiscal 2015 accrual ) ) Total $ $ ) $ ) $ |
Organization (Details)
Organization (Details) | 6 Months Ended |
Mar. 31, 2016segmentcategory | |
Organization | |
Minimum number of product categories offered (in categories) | category | 500 |
Reportable segments (in segments) | segment | 1 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Inventory and Earnings Per Share (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Sep. 30, 2015 |
Inventory | ||
Inventory reserve | $ 2.2 | $ 0.8 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Weighted average shares calculation: | ||||
Basic weighted average shares outstanding | 30,594,940 | 29,988,324 | 30,542,520 | 29,957,298 |
Diluted weighted average common shares outstanding | 30,594,940 | 29,988,324 | 30,542,520 | 29,957,298 |
Net (loss) income | $ (850) | $ 1,381 | $ (6,047) | $ (62,735) |
Basic (loss) income per common share (in dollars per share) | $ (0.03) | $ 0.05 | $ (0.20) | $ (2.09) |
Diluted (loss) income per common share (in dollars per share) | $ (0.03) | $ 0.05 | $ (0.20) | $ (2.09) |
Defense Logistics Agency (DLA33
Defense Logistics Agency (DLA) Disposition Services Contracts (Details) | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2016USD ($)Option | Mar. 31, 2016USD ($)Option | Sep. 30, 2015USD ($) | |
Significant Contracts | |||
Liability for inventory included in accrued expenses and other current liabilities | $ | $ 30,209,000 | $ 30,209,000 | $ 27,350,000 |
Non-rolling stock | |||
Significant Contracts | |||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 1.80% | ||
Surplus Contract | |||
Significant Contracts | |||
Base Period | 2 years | ||
Number of extended renewal options | Option | 3 | ||
Term of each renewal options extended | 1 year | ||
Surplus Contract | U.S. Department of Defense | |||
Significant Contracts | |||
Liability for inventory included in accrued expenses and other current liabilities | $ | $ 7,531,000 | $ 7,531,000 | $ 2,026,000 |
Surplus Contract | Non-rolling stock | |||
Significant Contracts | |||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 4.35% | ||
Profits from resale of the property retained (as a percent) | 100.00% | ||
Invitation to Bid | |||
Significant Contracts | |||
Term of contract | 3 years | ||
Number of renewal options | Option | 2 | ||
Term of renewal options | 1 year |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | |
Goodwill | |||
Balance at the beginning of the period | $ 64,073 | ||
Translation adjustments | 348 | ||
Balance at the end of the period | $ 64,421 | $ 64,073 | |
Impairment of goodwill | $ 85,100 | $ 136,200 |
Intangible Assets - Carrying Am
Intangible Assets - Carrying Amount (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | |
Intangible Assets | |||
Gross Carrying Amount | $ 8,757 | $ 8,741 | |
Accumulated Amortization | (5,438) | (4,690) | |
Total | $ 3,319 | 4,051 | |
Contract intangibles | |||
Intangible Assets | |||
Estimated useful life | 10 years | ||
Gross Carrying Amount | $ 1,500 | 1,500 | |
Accumulated Amortization | (75) | ||
Total | 1,425 | $ 0 | 1,500 |
Contract intangibles | Contract Termination | |||
Intangible Assets | |||
Write off of intangible asset | $ 10,300 | ||
Brand and technology | |||
Intangible Assets | |||
Gross Carrying Amount | 5,749 | 5,749 | |
Accumulated Amortization | (4,501) | (3,926) | |
Total | $ 1,248 | 1,823 | |
Brand and technology | Minimum | |||
Intangible Assets | |||
Estimated useful life | 3 years | ||
Brand and technology | Maximum | |||
Intangible Assets | |||
Estimated useful life | 5 years | ||
Covenants not to compete | |||
Intangible Assets | |||
Gross Carrying Amount | $ 700 | 700 | |
Accumulated Amortization | (483) | (433) | |
Total | $ 217 | 267 | |
Covenants not to compete | Minimum | |||
Intangible Assets | |||
Estimated useful life | 3 years | ||
Covenants not to compete | Maximum | |||
Intangible Assets | |||
Estimated useful life | 5 years | ||
Patent and trademarks | |||
Intangible Assets | |||
Gross Carrying Amount | $ 808 | 792 | |
Accumulated Amortization | (379) | (331) | |
Total | $ 429 | $ 461 | |
Patent and trademarks | Minimum | |||
Intangible Assets | |||
Estimated useful life | 3 years | ||
Patent and trademarks | Maximum | |||
Intangible Assets | |||
Estimated useful life | 10 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | |
Future expected amortization of intangible assets | |||||
2016 (remaining six months) | $ 569 | $ 569 | |||
2,017 | 1,193 | 1,193 | |||
2,018 | 280 | 280 | |||
2,019 | 206 | 206 | |||
2020 and after | 1,071 | 1,071 | |||
Total | 3,319 | 3,319 | $ 4,051 | ||
Amortization expense | $ 400 | $ 500 | $ 800 | $ 2,200 |
Debt (Details)
Debt (Details) - Senior Credit Facility - USD ($) $ in Millions | 6 Months Ended | |||
Mar. 31, 2016 | Mar. 25, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Debt | ||||
Credit facility terminated | $ 75 | |||
Available borrowing capacity | $ 37.5 | $ 37.5 | ||
Amount outstanding | $ 0 | |||
LIBOR | ||||
Debt | ||||
Percentage added to reference rate | 1.25% | |||
Interest rate at period end (as a percent) | 1.608% |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Mar. 31, 2016USD ($) |
Income Taxes | |
Expected effective tax rate (as a percent) | 28.60% |
Uncertain tax positions | $ 0 |
Stockholders' Equity - Repurcha
Stockholders' Equity - Repurchase Program (Details) - USD ($) $ in Millions | May. 05, 2016 | Mar. 31, 2016 |
Share repurchase program approved amount | $ 101.9 | |
Amount yet to be expended under the program | $ 5.1 | |
Subsequent Event | ||
Share repurchase program approved amount | $ 5 | |
Amount yet to be expended under the program | $ 10.1 |
Stockholders' Equity - 2006 Pla
Stockholders' Equity - 2006 Plan (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2015 | Mar. 31, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jan. 09, 2015 | Sep. 30, 2014 | |
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Shares available for issuance | 10,000,000 | 10,000,000 | ||||
Remaining shares reserved for issuance | 202,905 | 202,905 | 772,227 | |||
Increase in shares available for issuance | 3,000,000 | |||||
Reserve shares counted per share granted from fungible share pool (in shares) | 1.5 | |||||
Options canceled (in shares) | 92,499 | 92,499 | ||||
Forfeited (in shares) | 214,014 | 214,014 | ||||
Employee and director options | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Options granted (in shares) | 583,228 | 310,177 | ||||
Options granted, exercise prices (in dollars per share) | $ 6.68 | $ 9.92 | ||||
Options forfeited (in shares) | 181,631 | 288,572 | ||||
Employee and director options | Minimum | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Shares and options vesting period | 1 year | |||||
Employee and director options | Maximum | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Shares and options vesting period | 4 years | |||||
Restricted shares | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Granted (in shares) | 1,428,867 | 1,298,604 | ||||
Granted (in dollars per share) | $ 5.45 | $ 10.04 | ||||
Forfeited (in shares) | 352,805 | 486,040 | ||||
Restricted shares | Minimum | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Shares and options vesting period | 1 year | |||||
Restricted shares | Maximum | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Shares and options vesting period | 4 years | |||||
Options or stock appreciation rights | Maximum | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Number of shares awarded per person per year | 1,000,000 | |||||
Other than options or stock appreciation rights | Maximum | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Number of shares awarded per person per year | 700,000 | |||||
Cash-settled stock appreciation rights | ||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||
Granted (in shares) | 1,062,668 | 737,972 | ||||
Granted (in dollars per share) | $ 4.57 | $ 9.35 | ||||
Forfeited (in shares) | 57,322 | 57,322 | 59,156 |
Stockholders' Equity - 2006 P41
Stockholders' Equity - 2006 Plan Activity (Details) - Employee and director options - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Sep. 30, 2015 | |
Stock option activity | ||
Options outstanding at the beginning of the period (in shares) | 1,472,643 | 1,465,907 |
Options granted (in shares) | 583,228 | 310,177 |
Options exercised (in shares) | (14,869) | |
Options cancelled (in shares) | (181,631) | (288,572) |
Options outstanding at the end of the period (in shares) | 1,874,240 | 1,472,643 |
Options exercisable at the end of the period (in shares) | 1,044,454 | |
Weighted-Average Exercise Price | ||
Options outstanding at the beginning of the period (in dollars per share) | $ 17.46 | $ 19.50 |
Options granted (in dollars per share) | 6.68 | 9.92 |
Options exercised (in dollars per share) | 7.09 | |
Options cancelled (in dollars per share) | 19.29 | 20.26 |
Options outstanding at the end of the period (in dollars per share) | 13.93 | $ 17.46 |
Options exercisable at the end of the period (in dollars per share) | $ 17.52 |
Stockholders' Equity - Intrinsi
Stockholders' Equity - Intrinsic Value and Valuation Assumptions (Details) - Employee and director options | 6 Months Ended | 36 Months Ended |
Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2016USD ($)$ / shares | |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | ||
Intrinsic value of outstanding shares | $ 0 | $ 0 |
Weighted average remaining contractual life of outstanding options | 6 years 10 months 10 days | |
Intrinsic value of exercisable options | $ 0 | $ 0 |
Weighted average remaining contractual life of exercisable options | 4 years 9 months 11 days | |
Stock price (in dollars per share) | $ / shares | $ 5.18 | $ 5.18 |
Fair value assumptions | ||
Expected volatility, minimum (as a percent) | 50.90% | |
Expected volatility, maximum (as a percent) | 77.92% | |
Dividend yield (as a percent) | 0.00% | |
Risk free interest rate, minimum (as a percent) | 0.12% | |
Risk free interest rate, maximum (as a percent) | 1.51% | |
Minimum | ||
Fair value assumptions | ||
Expected forfeiture rate (as a percent) | 19.70% | |
Maximum | ||
Fair value assumptions | ||
Expected forfeiture rate (as a percent) | 23.54% |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Share Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | |
Restricted share activity | |||
Restricted shares cancelled | (214,014) | (214,014) | |
Restricted shares | |||
Restricted share activity | |||
Unvested restricted shares at the beginning of the period | 2,367,187 | 1,897,827 | |
Restricted shares granted | 1,428,867 | 1,298,604 | |
Restricted shares vested | (580,343) | (343,204) | |
Restricted shares cancelled | (352,805) | (486,040) | |
Unvested restricted shares at the end of the period | 2,862,906 | 2,862,906 | 2,367,187 |
Weighted-Average Fair Value | |||
Unvested restricted shares at the beginning of the period (in dollars per share) | $ 16.08 | $ 24.96 | |
Granted (in dollars per share) | 5.45 | 10.04 | |
Restricted shares vested (in dollars per share) | 16.31 | 27.50 | |
Restricted shares cancelled (in dollars per share) | 24.44 | 26.54 | |
Unvested restricted shares at the end of the period (in dollars per share) | $ 9.70 | $ 9.70 | $ 16.08 |
Unvested awards | |||
Intrinsic value of unvested restricted shares | $ 14.8 | $ 14.8 | |
Weighted average remaining contractual life of unvested restricted shares | 8 years 11 months 27 days | ||
Stock price (in dollars per share) | $ 5.18 | $ 5.18 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Recurring basis - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 |
Level 1 | ||
Fair value measurement | ||
Assets, fair value | $ 0 | $ 0 |
Liabilities, fair value | 0 | 0 |
Level 2 | ||
Fair value measurement | ||
Assets, fair value | 0 | 0 |
Liabilities, fair value | 0 | 0 |
Level 3 | ||
Fair value measurement | ||
Assets, fair value | 0 | 0 |
Liabilities, fair value | $ 0 | $ 0 |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) - Defined benefit pension plan. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Net periodic benefit cost recognized | ||||
Interest cost | $ 207 | $ 245 | $ 429 | $ 493 |
Expected return on plan assets | (269) | (299) | (552) | (598) |
Total net periodic (benefit) cost | $ (62) | $ (54) | $ (123) | $ (105) |
Guarantees (Details)
Guarantees (Details) £ in Millions | Mar. 31, 2016GBP (£) |
Guarantees | |
Guarantee Obligation Value, maximum | £ 10 |
Business Realignment Expense (D
Business Realignment Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Mar. 31, 2016 | Sep. 30, 2014 | |
Business realignment expenses rollforward | |||
Employee severance and benefit costs | $ 1,800 | ||
Net increase | $ 300 | ||
Liability Balance, beginning | $ 845 | ||
Business Realignment Expenses | 95 | ||
Cash Payments | (680) | ||
Liability Balance, ending | 845 | 70 | |
Employee severance for fiscal year 2014 | |||
Business realignment expenses rollforward | |||
Liability Balance, beginning | 356 | ||
Business Realignment Expenses | 20 | ||
Cash Payments | (271) | ||
Liability Balance, ending | 356 | 65 | |
Employee severance for fiscal year 2015 | |||
Business realignment expenses rollforward | |||
Liability Balance, beginning | 489 | ||
Business Realignment Expenses | 75 | ||
Cash Payments | (409) | ||
Liability Balance, ending | $ 489 | $ 5 |
Termination of Wal Mart Agreeme
Termination of Wal Mart Agreement (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Sep. 30, 2015 | Feb. 28, 2015 |
Accounts Receivable | $ 7,193 | $ 6,194 | |
Wal-Mart | |||
Accounts Receivable | $ 7,500 |
Subsequent Event (Details)
Subsequent Event (Details) $ in Millions | Apr. 08, 2016Option | May. 05, 2016USD ($) | Mar. 31, 2016USD ($) |
Subsequent Event | |||
Share repurchase program approved amount | $ 101.9 | ||
Amount yet to be expended under the program | $ 5.1 | ||
Subsequent Event | |||
Subsequent Event | |||
Share repurchase program approved amount | $ 5 | ||
Amount yet to be expended under the program | $ 10.1 | ||
Subsequent Event | Scrap Contract | |||
Subsequent Event | |||
Percentage of revenue sharing distribution | 64.50% | ||
Contract Term | 36 months | ||
Number of Renewal Options | Option | 2 | ||
Renewal Options Term | 12 months |