Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Dec. 04, 2018 | Mar. 31, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | LIQUIDITY SERVICES INC | ||
Entity Central Index Key | 1,235,468 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 168,264,570 | ||
Entity Common Stock, Shares Outstanding | 33,078,212 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 58,448 | $ 94,348 |
Short-term investments | 20,000 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $337 and $668 in 2018 and 2017, respectively | 4,870 | 11,598 |
Inventory | 10,122 | 20,736 |
Prepaid taxes and tax refund receivable | 1,727 | 2,466 |
Prepaid expenses and other current assets | 7,816 | 9,774 |
Total current assets | 102,983 | 138,922 |
Property and equipment, net | 16,610 | 16,793 |
Intangible assets, net | 7,366 | 427 |
Goodwill | 59,819 | 45,388 |
Deferred tax assets | 930 | 962 |
Other assets | 14,124 | 12,737 |
Total assets | 201,832 | 215,229 |
Current liabilities: | ||
Accounts payable | 13,859 | 13,099 |
Accrued expenses and other current liabilities | 21,373 | 30,193 |
Distributions payable | 2,128 | 3,081 |
Deferred revenue | 2,142 | 0 |
Payables to sellers | 28,969 | 24,383 |
Total current liabilities | 68,471 | 70,756 |
Deferred taxes and other long-term liabilities | 3,707 | 11,837 |
Total liabilities | 72,178 | 82,593 |
Commitments and contingencies (Notes 8 and 16) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 32,774,118 shares issued and outstanding at September 30, 2018; 31,503,349 shares issued and outstanding at September 30, 2017 | 33 | 29 |
Additional paid-in capital | 236,115 | 227,264 |
Accumulated other comprehensive loss | (6,449) | (6,431) |
Accumulated deficit | (100,045) | (88,226) |
Total stockholders' equity | 129,654 | 132,636 |
Total liabilities and stockholders' equity | $ 201,832 | $ 215,229 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 337 | $ 668 |
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) | 32,774,118 | 31,503,349 |
Common stock, shares outstanding (in shares) | 32,774,118 | 31,503,349 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 149,677 | $ 188,570 | $ 233,828 |
Fee revenue | 74,837 | 81,445 | 82,626 |
Total revenue from operations | 224,514 | 270,015 | 316,454 |
Costs and expenses from operations: | |||
Cost of goods sold (exclusive of depreciation and amortization) | 100,087 | 126,227 | 143,127 |
Seller distributions | 14,715 | 19,298 | 11,214 |
Technology and operations | 60,786 | 82,988 | 93,405 |
Sales and marketing | 33,703 | 35,211 | 37,570 |
General and administrative | 30,158 | 35,835 | 39,717 |
Depreciation and amortization | 4,599 | 5,796 | 6,502 |
Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets | 467 | 1,009 | 19,037 |
Other operating expenses | 1,392 | 3,651 | 0 |
Total costs and expenses | 245,907 | 310,015 | 350,572 |
Loss from operations | (21,393) | (40,000) | (34,118) |
Interest income and other income, net | (450) | (362) | (1,217) |
Loss before provision for income taxes | (20,943) | (39,638) | (32,901) |
(Benefit) provision for income taxes | (9,328) | (451) | 27,025 |
Net loss | $ (11,615) | $ (39,187) | $ (59,926) |
Basic and diluted loss per common share (USD per share) | $ (0.36) | $ (1.25) | $ (1.96) |
Basic and diluted weighted average shares outstanding (in shares) | 32,095,491 | 31,402,921 | 30,638,163 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (11,615) | $ (39,187) | $ (59,926) |
Other comprehensive (loss) income: | |||
Defined benefit pension plan—unrecognized amounts, net of taxes | 773 | 1,589 | (2,547) |
Foreign currency translation | (791) | 551 | (398) |
Other comprehensive (loss) income, net of taxes | (18) | 2,140 | (2,945) |
Comprehensive loss | $ (11,633) | $ (37,047) | $ (62,871) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit) |
Balance (in shares) at Sep. 30, 2015 | 30,026,223 | ||||
Balance at Sep. 30, 2015 | $ 216,002 | $ 29 | $ 210,712 | $ (5,626) | $ 10,887 |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 716,439 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 9 | 9 | |||
Compensation expense and incremental tax benefit from grants of common stock options and restricted stock | 9,471 | 9,471 | |||
Net loss | (59,926) | (59,926) | |||
Defined benefit pension plan—unrecognized amounts, net of taxes | (2,547) | (2,547) | |||
Foreign currency translation | (398) | (398) | |||
Balance (in shares) at Sep. 30, 2016 | 30,742,662 | ||||
Balance at Sep. 30, 2016 | 162,611 | $ 29 | 220,192 | (8,571) | (49,039) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 760,687 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 93 | 93 | |||
Compensation expense and incremental tax benefit from grants of common stock options and restricted stock | 6,979 | 6,979 | |||
Net loss | (39,187) | (39,187) | |||
Defined benefit pension plan—unrecognized amounts, net of taxes | 1,589 | 1,589 | |||
Foreign currency translation | 551 | 551 | |||
Balance (in shares) at Sep. 30, 2017 | 31,503,349 | ||||
Balance at Sep. 30, 2017 | 132,636 | $ 29 | 227,264 | (6,431) | (88,226) |
Increase (Decrease) in Stockholders' Equity | |||||
Cumulative adjustment related to adoption of ASU 2016-09 | (107) | 100 | (207) | ||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 973,755 | ||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 404 | $ 1 | 403 | ||
Compensation expense and incremental tax benefit from grants of common stock options and restricted stock | 6,346 | 6,346 | |||
Issuance of common stock for acquisition activity (in shares) | 297,014 | ||||
Issuance of common stock for acquisition activity | 2,005 | $ 3 | 2,002 | ||
Net loss | (11,615) | (11,615) | |||
Defined benefit pension plan—unrecognized amounts, net of taxes | 773 | 773 | |||
Foreign currency translation | (791) | ||||
Foreign currency translation | (788) | (791) | 3 | ||
Balance (in shares) at Sep. 30, 2018 | 32,774,118 | ||||
Balance at Sep. 30, 2018 | $ 129,654 | $ 33 | $ 236,115 | $ (6,449) | $ (100,045) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities | |||
Net loss | $ (11,615) | $ (39,187) | $ (59,926) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 4,599 | 5,796 | 6,502 |
Change in fair value of earnout liability | 100 | (954) | 0 |
Stock compensation expense | 6,597 | 7,377 | 12,247 |
Provision for inventory allowance | 2,494 | 10,381 | 2,676 |
Provision for doubtful accounts | 199 | 357 | 247 |
Deferred tax (benefit) expense | (10,945) | (620) | 26,177 |
Impairment of goodwill and long-lived assets | 0 | 1,963 | 18,998 |
Change in fair value of financial instruments | 90 | (573) | 0 |
Incremental tax loss from exercise of common stock options and restricted stock | 0 | 1,198 | 229 |
Gain on disposal of property and equipment | (480) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 6,582 | (1,611) | (4,408) |
Inventory | 8,120 | (3,507) | (4,776) |
Prepaid and deferred taxes | 739 | 730 | 27,057 |
Prepaid expenses and other assets | (689) | (1,024) | (160) |
Accounts payable | 670 | 3,192 | 232 |
Accrued expenses and other current liabilities | (9,576) | (14,882) | 17,151 |
Distributions payable | (953) | 1,359 | (790) |
Deferred revenue | 743 | 0 | 0 |
Payables to sellers | 4,586 | (4,519) | (901) |
Other liabilities | (642) | 2,871 | 5,283 |
Net cash provided by (used in) operating activities | 619 | (31,653) | 45,838 |
Investing activities | |||
Increase in intangibles | (35) | (119) | (62) |
Purchases of property and equipment, including capitalized software | (4,174) | (7,805) | (6,090) |
Proceeds from note receivable | 3,000 | 0 | 0 |
Proceeds from sale of property and equipment | 828 | 0 | 0 |
Purchase of short-term investments | (20,000) | 0 | 0 |
Cash paid for business acquisition, net of cash acquired | (16,673) | 0 | 0 |
Net cash used in investing activities | (37,054) | (7,924) | (6,152) |
Financing activities | |||
Proceeds from exercise of common stock options (net of tax) | 404 | 92 | 9 |
Incremental tax loss from exercise of common stock options and restricted stock | 0 | (1,198) | (229) |
Net cash provided by (used in) financing activities | 404 | (1,106) | (220) |
Effect of exchange rate differences on cash and cash equivalents | 131 | 518 | (418) |
Net (decrease) increase in cash and cash equivalents | (35,900) | (40,165) | 39,048 |
Cash and cash equivalents at beginning of period | 94,348 | 134,513 | 95,465 |
Cash and cash equivalents at end of period | 58,448 | 94,348 | 134,513 |
Supplemental disclosure of cash flow information | |||
Earnout liability for acquisition activity | 1,200 | 0 | 0 |
Issuance of common stock for acquisition activity | 2,005 | 0 | 0 |
Cash (paid) received for income taxes, net | $ (916) | $ 793 | $ 33,966 |
Organization
Organization | 12 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Liquidity Services (the “Company”) operates a network of ecommerce marketplaces that enable buyers and sellers to transact in an efficient, automated environment offering over 500 product categories. The Company’s marketplaces provide professional buyers access to a global, organized supply of new, surplus, and scrap assets presented with digital images and other relevant product information. Additionally, the Company enables its corporate and government sellers to enhance their financial return on offered assets by providing a liquid marketplace and value-added services that encompass the consultative management, valuation, and sale of surplus assets. The Company's services include program management, valuation, asset management, reconciliation, returns process management ("RPM"), refurbishment and recycling, fulfillment, marketing and sales, warehousing and transportation, buyer support, compliance and risk mitigation, as well as self-service tools for its sellers. The Company organizes the products on its marketplaces into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, fleet and transportation equipment and specialty equipment. The Company’s marketplaces are: www.liquidation.com, www.govdeals.com, www.networkintl.com, www.secondipity.com, www.go-dove.com, and www.auctiondeals.com. The Company also operates a global search engine for used machinery and equipment at www.machinio.com. The Company has over 11,000 sellers, including Fortune 1000 and Global 500 organizations as well as federal, state, and local government agencies. The Company has five reportable segments, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), GovDeals, Machinio, and Corporate & Other. See Note 17 for Segment Information. On July 10, 2018, the Company acquired 100% of Machinio Corp., (“Machinio”), a privately-owned company based in Chicago, Illinois, with a second office in Berlin, Germany. Machinio operates a global online platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors. See Note 4 for further information on this acquisition. 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, 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 not renew their contracts with the Company. The Company has evaluated subsequent events through the date that these financial statements were issued and filed with the Securities and Exchange Commission. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current year's presentation. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. 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 or as a direct adjustment to additional paid-in capital as required. Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. Short-term Investments The Company's short-term investments at September 30, 2018 consisted of various certificates of deposit with maturities of six months or less, and interest rates between 2% and 2.5% . 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 net realizable value. Cost is generally determined using the specific identification method. Costs associated with our warehouse operations are expensed as incurred and included within technology and operations expenses in the Statements of Operations. 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. During 2017, the Company recorded a $3.1 million inventory write-down within its IronDirect operating segment, as the carrying value of this inventory was written down to its expected market value. As of September 30, 2018 , and 2017 , the Company's inventory reflects write-downs of approximately $0.5 million and $4.6 million , respectively. Prepaid expenses and other current assets Prepaid expenses and other current assets includes prepaid income tax, financial assets, the short-term portion of a promissory note (described in "Other Assets"), as well as other miscellaneous prepaid expenses. Financial assets are related to participation agreements for principal transactions in the Company's commercial business. Changes in the fair value of the Company's financial assets are recorded in Other operating expense. See Note 12 for further information. Other Assets On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (the ‘‘Buyer’’). In connection with the disposition, the Buyer assumed certain liabilities related to the Jacobs Trading business. The Buyer issued a $12.3 million 5 -year interest bearing promissory note to the Company. Of the $12.3 million , $4.0 million has been repaid as of September 30, 2018. Of the $8.3 million outstanding at September 30, 2018, $6.3 million was recorded in Other assets, and $2.0 million in Prepaid expenses and other current assets as of September 30, 2018 . Property and Equipment Property and equipment are recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Seven years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated Intangible Assets Intangible assets primarily consist of contract intangibles, brand and technology, and patent and trademarks. Intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years. Impairment of Long-Lived Assets Long-lived assets, including definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. No impairment was recorded during the year ended September 30, 2018. During the year ended September 30, 2017, the Company recorded a $1.2 million impairment of a contract intangible associated with its IronDirect business, and a $0.6 million impairment to leasehold improvements, also associated with its IronDirect business. Goodwill The Company reviews goodwill for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant buyer. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more than likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the implied fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded in the statement of operations. The annual goodwill impairment assessment was performed as of July 1, 2018, for the year ended September 30, 2018 . Deferred Revenue Deferred revenue is primarily derived from subscription fees charged to customers for promotional placement on Machinio's search engine over periods ranging from one to fifteen months. Subscription fees are recognized ratably over the term of the agreements. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists, and the sale price has been determined; • the buyer has assumed the risks and rewards of ownership; and • collection is reasonably assured. The Company evaluates revenue to determine whether the Company should report the gross proceeds as revenue (when the Company acts as the principal in the arrangement) or the Company should report its net commissions and related fees as revenue (when the Company acts as an agent). In arrangements in which the Company is deemed to be the primary obligor, bears physical and general inventory risk, and credit risk, the Company recognizes as revenue the gross proceeds from the sale, including buyer's premiums. The Company has evaluated its revenue recognition policy related to sales under its purchase transaction model and determined it is appropriate to account for these sales on a gross basis. In the Company's evaluation, the Company relied most heavily upon its status as primary obligor in the sales relationship and the fact that the Company has general inventory risk. In arrangements in which the Company acts as an agent or broker on a consignment basis, without taking physical or general inventory risk, the Company recognizes revenue based on the sales commissions that are paid to the Company by the sellers for utilizing the Company's services; in this situation, sales commissions represent a percentage of the gross proceeds from the sale that the seller pays to the Company upon completion of the transaction. Such revenue as well as other fee revenue is presented as Fee Revenue in the Consolidated Statements of Operations. The Company collects and remits sales taxes on merchandise that it purchases and sells and reports such amounts under the net method in its Consolidated Statements of Operations. The Company records revenue for subscriptions to Machinio's search engine on a straight-line basis over the term of the agreement. Cost of Goods Sold Cost of goods sold includes the costs of purchasing and transporting property for auction as well as credit card transaction fees. The Company purchases the majority of its inventory at a percentage of the vendor's original acquisition cost under the Surplus Contract and certain commercial contracts, and at a percentage of the vendor's last retail price under certain commercial contracts. Title for the inventory passes to the Company at the time of purchase and the Company bears the risks and rewards of ownership. The Company does not have title to assets sold on behalf of its commercial or government sellers when it receives only sales commission revenue and, as such, recognizes no inventory and related cost of goods sold associated with those sales. Cost of goods sold also includes shipping and handling costs. 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 in the consolidated financial statements. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. The amount of cash held on behalf of the sellers is recorded as Payables to sellers in the accompanying Consolidated Balance Sheets. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. During the years ended September 30, 2018, 2017, and 2016, the Company had two material vendor contracts with the Department of Defense (DoD) under which it acquired, managed and sold government property. Revenue from the sale of property acquired, as well as provision of services, under the Surplus Contract accounted for 12.4% , 27.6% , and 31.0% , of the Company's consolidated revenue for the years ended September 30, 2018, 2017, and 2016, respectively. Revenue from the sale of property acquired under the Scrap Contract accounted for approximately 10.2% , 11.1% and 10.2% of the Company's total revenue for the years ended September 30, 2018, 2017, and 2016, respectively. These contracts are included within the Company's CAG segment. See Note 3, Significant Contracts, for further information related to the wind-down of the Surplus Contract. Additionally, the Company has multiple vendor contracts with Amazon.com, Inc. under which it acquires and sells commercial merchandise. The property purchased under this contract represented approximately 33.7% , 21.8% , and 12.1% of cost of goods sold for the years ended September 30, 2018, 2017, and 2016, respectively. This contract is included within the RSCG segment. Income Taxes The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence to estimate whether future taxable income will be generated to permit use of the existing deferred tax asset. The resulting net tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. Accounting Standards Codification (ASC) 740 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 resolutions of any related appeals or litigation processes, on the basis of technical merits. The Company records unrecognized tax benefits as a reduction to its deferred tax asset for its net operating loss carryforward. During the year ended September 30, 2018, the Company did not record any unrecognized tax benefits. 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 including, among others, Canada and the U.K. Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The Company issues stock options and stock appreciation rights with restrictions that lapse upon either the passage of time (service vesting conditions), the achievement of performance targets (performance vesting conditions), or some combination thereof. In addition, the Company issues stock options that vest upon the achievement of certain Company stock price targets (market vesting conditions). The fair value of stock options and stock appreciation rights with service and/or performance vesting conditions is determined using the Black-Scholes option-pricing model. For those stock options with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For stock options with both performance and service vesting 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. The Company issues restricted stock units with service vesting conditions, performance vesting conditions, and market vesting conditions, or some combination thereof. For those restricted stock units with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. The Company also issues restricted stock awards with service and performance vesting conditions. For restricted stock awards and units with both performance and service vesting conditions, the Company starts recognizing compensation cost over the remaining service period when it is probable the performance condition will be met. The fair value of restricted stock awards and units with service vesting and/or performance vesting conditions is based on the closing price of the Company’s common stock on the date of grant. For the Company's stock options and restricted stock units with market vesting conditions, the ultimate number of shares to be earned depends on the Company's total shareholder return during the performance period. The fair value of these stock options and restricted stock units is estimated on the grant date using a Monte Carlo simulation model. The Company recognizes compensation cost for stock options and restricted stock units with market vesting conditions over the derived service period. The determination of the fair value of the Company’s stock options and stock appreciation rights with service and performance vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the date of grant, expected stock price volatility over the expected life of units, expected term, risk-free rate, and dividend yield. The determination of the fair value of the Company’s stock options and restricted stock units with service and market vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the grant date, expected stock price volatility, risk free interest rate, dividend yield, and projected exercise behavior. Upon adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718), in the first quarter of 2018, the Company recognized forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings of $0.2 million as of October 1, 2017. Stock options and restricted stock units that contain performance vesting or market vesting conditions are excluded from, diluted earnings per share computations until the applicable contingency is met as of the end of that reporting period. 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 an operating activity in the Consolidated Statements of Cash Flows. Advertising Costs Advertising expenditures are expensed as incurred. Advertising costs charged to expense were $3.6 million , $5.2 million and $6.0 million for the years ended September 30, 2018, 2017 and 2016, respectively. Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, profit-sharing distributions payable, and payables to sellers reported in the Consolidated Balance Sheets approximate their fair values. During the year ended September 30, 2018, the Company held financial assets that were related to participation agreements for principal transactions in the Company's commercial business. At September 30, 2018, the Company no longer held such financial assets. Lastly, at September 30, 2018 the Company held short-term investments which consisted of various certificates of deposit with maturities of six months or less, and interest rates between 2% and 2.5% . In addition, as a result of the Machinio acquisition, the sellers are eligible to receive earn-out consideration up to $5.0 million . The earn-out consideration was valued at approximately $1.2 million at the acquisition date. Changes in the fair value of the Company's financial instruments are recorded in Other operating expense. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is primarily the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in accumulated other comprehensive (loss) income, a separate component of stockholders' equity. Realized foreign currency transaction gains and losses for 2018, 2017 and 2016 are included in interest and other income (expense), net in the Consolidated Statements of Operations. Accumulated Other Comprehensive Income (loss) The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Translation Adjustments Net Change Pension and Other Postretirement Benefit Plans Accumulated Deficit Balance at September 30, 2015 $ (6,947 ) $ 1,321 $ (5,626 ) Current-period other comprehensive (loss) income (398 ) (2,547 ) (2,945 ) Balance at September 30, 2016 (7,345 ) (1,226 ) (8,571 ) Current-period other comprehensive (loss) income 551 1,589 2,140 Balance at September 30, 2017 (6,794 ) 363 (6,431 ) Current-period other comprehensive (loss) income (791 ) 773 (18 ) Balance at September 30, 2018 $ (7,585 ) $ 1,136 $ (6,449 ) Earnings per Share The Company calculates net income (loss) per share in accordance with Financial Accounting Standards Board (FASB) 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 units. 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 units. The dilutive effect of unexercised stock options and unvested restricted stock units 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 units are not included in the computation of diluted net income (loss) per share when they are antidilutive. The Company has not included the following stock options in the calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable periods: (a) for the year ended September 30, 2018 1,170,125 options; (b) for the year ended September 30, 2017 1,023,072 options; and (c) for the year ended September 30, 2016 1,284,689 options. For the years ended September 30, 2018 , 2017 and 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 11 for outstanding stock options and unvested restricted stock, all of which are anti-dilutive as of September 30, 2018 . Recent Accounting Pronouncements Accounting Standards Adopted In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies and an accounting policy election for forfeitures. As part of the new guidance: • Excess tax benefits and deficiencies arising from share-based awards are reflected in the condensed consolidated statements of operations as income tax expense rather than within stockholders’ equity. • Excess tax benefits will be presented as an operating activity on the statement of cash flows rather than as a financing activity. • A forfeiture election will be made to either estimate forfeitures (similar to the requirement in effect prior to adoption of the update) or recognize actual forfeitures as they occur. Entities will apply the forfeiture election provision using a modified retrospective transition approach, with a cumulative effect adjustment recorded to retained earnings as of the beginning of the period of adoption. • Methods used to satisfy statutory tax withholding requirements by employers who withhold shares upon settlement of an award on behalf of an employee to cover tax obligations are broadened to allow for a range of withholding from the minimum to the maximum statutory allowable amounts. The Company adopted the provisions of this guidance during the first quarter of 2018 as follows: • Excess tax benefits and deficiencies arising from share-based awards are reflected within the Consolidated Statements of Operations as income tax expense; adopted prospectively, with no impact to prior year amounts; • Excess tax benefits are presented as an operating activity on the statement of cash flows; adopted prospectively with no impact on prior year amounts. As part of its adoption of ASU 2016-09, the Company made an accounting policy election to change the way in which it accounts for forfeitures of share-based awards. Specifically, beginning in the first quarter of 2018, the Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings as of October 1, 2017 of approximately $0.2 million . Accounting Standards Not Yet Adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance will become effective for the Company beginning on October 1, 2018. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of this standard to have a material effect upon the consolidated financial statements. In May 2014, the FASB issued 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. The guidance 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. During the year ended September 30, 2017, the Company initiated a formal project to assess the new standard, which was completed in three phases: an assessment phase, a design phase, and an implementation phase. The Company completed the assessment phase, which consisted of reviewing a representative sample of contracts, engaging in discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The Company has also completed the design phase, which consisted of performing an in-depth contract review process, drafting a set of accounting policies in compliance with the new standard, and quantifying the impact of the adoption of this new standard. The Company is currently in the process of implementing the new standard during the first quarter of 2019. The Company has decided to adopt the standard on a modified retrospective basis. The expected impact on the Company's reported results of adopting the new standard is a $0.8 million increase to retained earnings, with the offset as an increase to the Company's assets at the transition date of October 1, 2018. An estimated $0.7 million of this impact results from the recognition of variable consideration at the point in time in which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The remaining impact of $0.1 million relates to the recognition of sales commissions paid to certain employees for costs to obtain contracts that will benefit the Company over an estimated period of greater than twelve months. In February 2016, the FASB issued ASU 2016-2, Leases. ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-2 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 2016-2 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 guidance will be effective for the Company beginning on October 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating 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 January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). Under ASU 2017-04 the entity is required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity is required to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity is required to consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company |
Significant Contracts
Significant Contracts | 12 Months Ended |
Sep. 30, 2018 | |
Contractors [Abstract] | |
Significant Contracts | Significant Contracts DLA Disposition Services Historically, the Company had two material vendor contracts with the DoD, the Scrap Contract and the Surplus Contract. Under the Scrap Contract, the Company is the remarketer of all DoD non-electronic scrap turned into the Defense Logistics Agency (DLA) available for sale within the United States, Puerto Rico, and Guam. The current Scrap Contract was awarded to the Company in April 2016. The Scrap Contract has a 36 -month base term that commenced in the first quarter of 2017, with two 12 -month extension options exercisable by the DLA. The base term of the Scrap Contract will expire on September 30, 2019. The Company pays a revenue-sharing payment to the DLA under this contract equal to 64.5% of the gross resale proceeds of the scrap property, and the Company bears all of the costs for the sorting, merchandising and sale of the property. The contract contains a provision permitting the DLA to terminate the contract for convenience upon written notice to the Company. Revenue from the Scrap Contract accounted for approximately 10.2% , 11.1% , and 10.2% of the Company's consolidated revenue for the years ended September 30, 2018, 2017 and 2016, respectively. The Surplus Contract was a competitive-bid contract under which the Company acquired, managed and sold usable DoD surplus personal property turned into the DLA. Surplus property generally consisted of items the DoD determined were no longer needed, and not claimed for reuse by any federal agency, such as electronics, industrial equipment, office supplies, scientific and medical equipment, aircraft parts, clothing and textiles. The Surplus Contract required the Company to purchase all usable surplus property offered to the Company by the DoD at 4.35% of the DoD's original acquisition value. The Company retained 100% of the profits from the resale of the property and bore 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 for the inventory that has not been paid for in the amount of zero , $6.2 million and $16.1 million , as of September 30, 2018, 2017 and 2016, respectively, On October 11, 2017, the DLA published a Request for Technical Proposal (“RFTP”) and draft Invitation for Bid (“IFB”) for the sale of surplus, useable non-rolling stock property. The RFTP and IFB related to the DLA’s award of two new term surplus contracts. On December 5, 2017, the DLA determined that the Company was not the high bidder for either of the two contracts. The Company made its final inventory purchase under the Surplus Contract during December 2017, and as of June 30, 2018 had completed its wind-down of the Surplus Contract. Revenue from the Surplus Contract accounted for approximately 12.4% , 27.6% and 31.0% , of the Company's consolidated revenue for the years ended September 30, 2018, 2017 and 2016, respectively. |
Acquisition
Acquisition | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition Machinio On July 10, 2018, the Company, entered into a definitive agreement to acquire 100% of the issued and outstanding capital stock of Machinio, a Delaware corporation. Machinio operates a global online platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors. The primary reason for the acquisition was to expand the services and channels the Company offers to its sellers, and to grow the Company's network of buyers. For segment reporting purposes, Machinio is a separate reportable segment. The consideration paid to the Sellers for the acquisition of Machinio equity was approximately $19.9 million in cash, earn-out consideration, and Company equity, including the acquisition of Machinio cash of approximately $1.5 million at the closing and a closing working capital purchase price adjustment (for a net cash consideration of approximately $16.7 million ). Shares of restricted stock of the Company issued in a private placement to Machinio executives in exchange for their shares of Machinio stock valued at approximately $2.0 million were included in the consideration. In addition, the Machinio sellers are eligible to receive earn-out consideration up to $5.0 million . The earn-out consideration was valued at approximately $1.2 million at the acquisition date. In connection with the acquisition, the Company issued restricted stock units and restricted stock awards valued at approximately $4.7 million in the aggregate to Machinio’s executives and employees. The restricted stock units and restricted stock awards are subject to performance-based vesting, based upon the achievement of certain annual revenue and adjusted EBITDA targets through calendar year 2021, in each case, subject to each recipient’s continued employment with the Company on such vesting dates and other standard terms and conditions set forth in the respective grant agreements. Under the acquisition method of accounting, the total estimated purchase price is allocated to Machinio's net tangible and intangible assets acquired based on their estimated fair values as of July 10, 2018. Based on management's valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, goodwill of approximately $14.6 million was recorded, of which zero is deductible for tax purposes. The purchase price was allocated as follows: Consideration Amount (in thousands) Other Current Assets $ 106 Goodwill 14,558 Customer relationships intangible asset 3,100 Developed technology intangible asset 2,700 Trade name intangible asset 1,500 Property and equipment and other long-term assets 252 Liabilities excluding deferred revenue (956 ) Deferred revenue (1,400 ) Total consideration $ 19,860 Related to the recognition of intangible assets for customer relationships, developed technology, and trade name, as well as the earn-out consideration and deferred revenue, certain nonrecurring fair value measurements were performed as of the acquisition date under the provisions of ASC 805. The fair value measurements were classified as Level 3 assets within the fair value hierarchy under the provisions of ASC 820 and ASC 805. The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy were rates of return ranging from 30% to 35% for the identifiable intangible assets and deferred revenue and 12% to 17% for the contingent consideration. The valuation processes used included the relief from royalty method and the multi-period excess earnings method for the identifiable intangible assets, cost to fulfill method for the deferred revenue, and a lattice valuation method to estimate the fair value of the contingent consideration. The net sales and operating losses of Machinio included within the Consolidated Financial Statements since the date of acquisition was $0.7 million and $(0.9) million for the year ended September 30, 2018. The following pro-forma financial information presents the Company's results as if the acquisition had occurred on October 1, 2016: Year Ended September 30, 2018 2017 (in thousands) Revenue $ 228,484 $ 272,231 Net loss $ (12,857 ) $ (42,289 ) This pro-forma information includes nonrecurring adjustments for the amortization of intangible assets and the recognition of deferred revenue. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2018 2017 (in thousands) Computers and purchased software $ 2,488 $ 23,724 Internally developed software for internal-use 8,094 7,100 Office/Operational equipment 5,957 6,845 Leasehold improvements 2,918 4,167 Building 2,572 2,558 Furniture and fixtures 1,056 1,247 Vehicles 858 1,048 Land 754 754 Construction in progress 2,991 944 Total property and equipment 27,688 48,387 Less: Accumulated depreciation and amortization (11,078 ) (31,594 ) Total property and equipment, net $ 16,610 $ 16,793 Depreciation and amortization expense related to property and equipment for the years ended September 30, 2018, 2017 and 2016, was $4.2 million , $4.8 million and $5.1 million , respectively. During the year ended September 30, 2018 , the Company transferred $0.4 million from Construction in progress to internally developed software for internal-use and capitalized an additional $2.5 million in cost associated with internally developed software for internal-use. During the year ended September 30, 2017 , the Company transferred $3.9 million from Construction in progress to internally developed software for internal-use and capitalized an additional $3.2 million in cost associated with internally developed software for internal-use. Amortization of internally developed software for internal-use was $1.4 million and $0.4 million for the years ended September 30, 2018 and September 30, 2017 . There was no amortization expense for internally developed software for internal-use in 2016. The Company did not record fixed asset impairment charges in 2018. During the year ended September 30, 2017 , the Company recorded $0.6 million in fixed asset impairment charges associated with leasehold improvements in its IronDirect business. These impairment charges are recorded in the Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets line item in the Consolidated Statements of Operations and reported under the Corporate & Other segment. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The annual goodwill impairment assessment was performed as of July 1, 2018, for the year ended September 30, 2018 . The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. A reporting unit represents a component of an operating segment that (a) constitutes a business, (b) has discrete financial information, and (c) has its performance is reviewed by management. During the year ended September 30, 2016 , the Company concluded that it had five reporting units—RSCG, CAG, GovDeals, TruckCenter, and IronDirect. During 2017, the Company exited certain TruckCenter operations in order to focus its time and resources on its ecommerce marketplace strategy. As a result, as of September 30, 2017, the Company had four reporting units-RSCG, CAG, GovDeals and IronDirect. As a result of the acquisition of Machinio during the year ended September 30, 2018, the Company had five reporting units-RSCG, CAG, GovDeals, IronDirect, and Machinio at September 30, 2018. As a result of the Company's 2016 annual impairment assessment, the Company recorded a $19.0 million impairment charge to its RSCG reporting unit. The goodwill impairment was due to updated assumptions used in the fair value calculation. As part of the Company's 2018 and 2017 annual impairment assessments, the Company determined that certain events required the Company to evaluate goodwill to identify potential impairment. After performing the evaluation, the Company concluded the remaining reporting units with goodwill had fair values as of July 1, 2018 and 2017, that substantially exceeded their respective book values. The following summarizes the goodwill activity for the Company's reportable segments that have goodwill during the periods indicated: Goodwill (in thousands) RSCG CAG GovDeals Machinio Total Balance at September 30, 2015 $ 18,604 $ 45,469 $ — $ — $ 64,073 Reallocation of goodwill — (23,731 ) 23,731 — — Impairment charge (18,998 ) — — (18,998 ) Translation adjustments 394 (335 ) — — 59 Balance at September 30, 2016 $ — $ 21,403 $ 23,731 $ — $ 45,134 Translation adjustments — 254 — — 254 Balance at September 30, 2017 $ — $ 21,657 $ 23,731 $ — $ 45,388 Business acquisition — — — 14,558 14,558 Translation adjustments — (127 ) — — (127 ) Balance at September 30, 2018 $ — $ 21,530 $ 23,731 $ 14,558 $ 59,819 Machinio is a business acquired during the year ended September 30, 2018. See Note 4 for acquisition information. Accumulated goodwill impairment losses as of September 30, 2018 and 2017 were $168.6 million . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets Balance as of September 30, 2018 Balance as of September 30, 2017 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted average useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) (in thousands) Contract intangibles 6 $ 3,100 $ (129 ) $ 2,971 6.0 $ — $ — $ — Brand and technology 5 2,700 (135 ) 2,565 5.0 — — — Patent and trademarks 7 - 10 2,269 (439 ) 1,830 7.8 943 (516 ) 427 Total intangible assets, net $ 8,069 $ (703 ) $ 7,366 $ 943 $ (516 ) $ 427 Future expected amortization of intangible assets at September 30, 2018 , is as follows: Year Ending September 30, Amortization (in thousands) 2019 $ 1,338 2020 1,336 2021 1,330 2022 1,322 2023 1,177 2024 and after 863 Total $ 7,366 On July 10, 2018, the Company acquired 100% of the issued and outstanding capital stock of Machinio. As part of this acquisition, the Company recorded intangible assets for customer relationships, developed technology, and trade name. See Note 4 for further information on this acquisition. Amortization expense related to intangible assets for the years ended September 30, 2018 , 2017 and 2016 was $0.4 million , $1.0 million and $1.4 million , respectively. The Company did not record intangible asset impairment charges in 2018. During 2017, the Company recorded a $1.2 million impairment of a contract intangible associated with customer relationships in its IronDirect business and reduced the remaining unamortized value of this intangible asset to zero . The Company also concluded that a covenant not to compete intangible asset received in connection with the acquisition of the TruckCenter business, was impaired due to the exit of the TruckCenter land-based, live auction and retail business. The Company recorded a $0.1 million charge and reduced the remaining unamortized value of this intangible asset to zero during the year ended September 30, 2017 . These impairment charges are recorded in the Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets line item in the Consolidated Statements of Operations and reported under the Corporate & other segment. |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2018 | |
Leases, Operating [Abstract] | |
Commitments | Commitments Leases The Company leases certain office space and equipment under non-cancelable operating lease agreements, which expire at various dates through 2023. Certain of the leases contain escalation clauses and provide for the pass-through of increases in operating expenses and real estate taxes. Rent related to leases that have escalation clauses is recognized on a straight-line basis. Resulting deferred rent charges are included in other long-term liabilities and were $0.6 million and $0.6 million , at September 30, 2018 and 2017 , respectively. Future minimum payments under the leases as of September 30, 2018 , are as follows: Year Ending September 30, Operating (in thousands) 2019 $ 5,952 2020 2,881 2021 1,743 2022 1,001 2023 305 Total future minimum lease payments $ 11,882 On June 16, 2017 the Company entered into a sub-lease agreement for 18,412 square feet of office space at 6931 Arlington Road, Bethesda, Maryland. The sub-lease commenced September 29, 2017 and will expire April 30, 2023. On the sub-lease commencement date, the Company relocated its headquarters previously located at 1920 L Street NW, Washington DC, to the new Bethesda location. The Company ceased using the L Street location as of September 30, 2017 and recognized a $2.0 million cease-use charge in its consolidated statements of operations at September 30, 2017, within the Other operating expenses line item. During November 2018, based on updated information the Company revised its expectation related to contractual obligations toward the lessor of the Company's previous headquarters. As a result of this updated information, the Company recorded a reduction to its cease-use charge of approximately $0.3 million into its financial statements as of September 30, 2018. Rent expense for the years ended September 30, 2018 , 2017 and 2016 , was $10.7 million , $10.8 million , and $11.5 million , respectively. The 2017 rent expense amount does not include the $2.0 million cease-use charge pertaining to the L Street location. |
401(k) Benefit Plan
401(k) Benefit Plan | 12 Months Ended |
Sep. 30, 2018 | |
Defined Contribution Plan [Abstract] | |
401(k) Benefit Plan | 401(k) Benefit Plan The Company has a retirement plan (the Plan), which is intended to be a qualified plan under Section 401(k) of the Internal Revenue Code. The Plan is a defined contribution plan available to all eligible employees and allows participants to contribute up to the legal maximum of their eligible compensation, not to exceed the maximum tax-deferred amount allowed by the Internal Revenue Service. The Plan also allows the Company to make discretionary matching contributions. For the years ended September 30, 2018 , 2017 and 2016 , the Company contributed and recorded expense of approximately $1.4 million , $2.1 million and $1.7 million , respectively, to the Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the provision for income taxes of continuing operations are as follows: Year Ended September 30, 2018 2017 2016 (in thousands) Current tax provision (benefit): U.S. Federal $ 108 $ (234 ) $ — State 714 613 672 Foreign 795 (210 ) 176 1,617 169 848 Deferred tax (benefit) expense: U.S. Federal (6,796 ) (592 ) 25,338 State (4,182 ) (86 ) 3,890 Foreign 33 58 (3,051 ) (10,945 ) (620 ) 26,177 Total (benefit) provision $ (9,328 ) $ (451 ) $ 27,025 Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows: September 30, 2018 2017 (in thousands) Deferred tax assets: Net operating losses—Foreign $ 10,163 $ 9,171 Net operating losses—U.S. 32,328 31,133 Accrued vacation and bonus 437 859 Inventory capitalization 238 1,315 Inventory reserve — 1,903 Allowance for doubtful accounts 47 98 Stock compensation expense 3,455 6,689 Amortization of intangibles — 2,753 Restructuring costs 353 913 Other 1,158 3,134 Total deferred tax assets before valuation allowance 48,179 57,968 Less: valuation allowance (39,337 ) (54,379 ) Net deferred tax assets 8,842 3,589 Deferred tax liabilities: Amortization of intangibles 204 — Amortization of goodwill 5,949 9,000 Depreciation 37 185 Capitalized costs 2,542 3,032 Pension liability 556 372 Total deferred tax liabilities $ 9,288 $ 12,589 Net deferred taxes $ (446 ) $ (9,000 ) The reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations is as follows: Year Ended September 30, 2018 2017 2016 U.S. statutory rate 24.5 % 35.0 % 35.0 % Permanent items (1.2 )% (0.9 )% (4.2 )% State taxes 0.1 % 1.2 % 1.9 % Net foreign rate differential (1.3 )% (2.8 )% (3.8 )% Unrecognized tax benefits (0.5 )% 3.5 % (2.2 )% Change in valuation allowance (31.6 )% (34.8 )% (108.8 )% Benefit from new Tax Act 51.3 % — % — % Other 3.30 % (0.06 )% — % Provision for income taxes 44.6 % 1.1 % (82.1 )% At September 30, 2018 and 2017 , the Company had federal and state deferred tax assets of $28.4 million and $45.4 million , respectively, related to available federal and state net operating loss (NOL) carryforwards and other U.S. deductible temporary differences. The NOL carryforwards expire beginning in 2035. At September 30, 2018 and 2017 , the Company had deferred tax assets related to available foreign NOL carryforwards of approximately $10.2 million and $9.2 million respectively. All but approximately $0.4 million of our foreign NOLs maintain an indefinite carry forward life. The NOLs with limited carryforward periods will expire beginning in 2019. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“The Tax Act”) was signed into law. The Tax Act reduces the corporate tax rate from 35% to 21%. The rate change is administratively effective at the beginning of the Company’s 2018 fiscal year, using a blended rate of 24.53% . Staff Accounting Bulletin 118 provides guidance on accounting for the tax effects of the Tax Act. To the extent a company’s accounting for certain income tax effects of the Tax Act is incomplete but the Company can determine a reasonable estimate, it must record a provisional estimate in the financial statements. At September 30, 2018, the Company had not yet completed its accounting for the tax effects of the Tax Act; however, in the following cases, the Company has made a provisional estimate of the Tax Act’s effects during 2018. We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. However, we are still analyzing certain aspects of the Act and refining our calculations, which could potentially affect the measurement of these balances. The provisional benefit recorded for the remeasurement of our deferred tax balance and recognition of the realizability of deferred tax assets was $10.7 million . The effect of the international provisions of the Tax Act, which establish a territorial tax system and subject certain foreign earnings on which US tax is currently deferred to a one-time transition tax, is uncertain. We have not sufficiently completed our analysis of earnings and profits from our foreign subsidiaries to reasonably estimate the effects of the one-time transition tax, and therefore, have not recorded provisional amounts. We continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the Act being enacted. Because we had previously determined these amounts were indefinitely reinvested, no deferred tax assets have been recorded. We will complete the analysis of the effects of the Tax Act in the first quarter of fiscal year 2019. The Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended September 30, 2018 . Such objective evidence limits the ability to consider other evidence such as our projections for future growth. On the basis of this evaluation, the Company recorded a net change to its valuation allowance of $15 million to bring the total valuation allowance to $39.4 million at September 30, 2018 . The change is comprised of $10.8 million for the remeasurement of deferred tax assets using the lower enacted tax rate, $10.7 million benefit for the recognition of the realizability of deferred tax assets for changes in the Tax Act, $0.7 million resulting from the acquisition of Machinio, netted against a $7.2 million charge for current year NOLs. On July 10, 2018, the Company acquired 100% of stock of Machinio Corp for approximately $19.9 million dollars cash and Company equity. Under the acquisition method of accounting, the Company recorded a net deferred tax liability of $0.7 million comprised primarily of acquired intangibles netted against NOLs and other deferred assets and recognized a $0.7 million tax benefit from a reduction to its valuation allowance. The total amount of acquired NOLs, which are subject to limitations under Section 382, were approximately $1.8 million . The Company has not recorded a provision for deferred U.S. tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of such undistributed foreign earnings was approximately $7.9 million as of September 30, 2018 . As of September 30, 2018 , and 2017 , approximately $14.4 million and $14.9 million , respectively, of cash and cash equivalents was held overseas and not available to fund domestic operations without incurring taxes upon repatriation. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended September 30, (In thousands) 2018 2017 2016 Beginning balance at October 1 $ — $ 725 $ — Additions based on positions related to the current year — — — Additions for tax positions of prior years 107 1,426 725 Reductions for tax positions of prior years (107 ) (229 ) — Settlements — (1,922 ) — Balance at September 30 $ — $ — $ 725 The Company applies the authoritative guidance related to uncertainty in income taxes. ASC 740 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 resolutions of any related appeals or litigation processes, on the basis of the technical merits. During 2018, the Company did not identify any new uncertain tax positions. The Company recognizes interest and penalties in the period in which they occur in the income tax provision. During 2018, the Company recorded a charge of $0.1 million for interest related to years 2013 and 2014. 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. The Company has no open income tax examinations and the statute of limitations for years prior to 2015 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal year 2015 may be adjusted upon examination by tax authorities if they are utilized. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity Transactions | Equity Transactions 2006 Omnibus Long-Term Incentive Plan In conjunction with the Company's initial public offering, the board of directors and the Company's stockholders approved the 2006 Omnibus Long-Term Incentive Plan (2006 Plan), on December 2, 2005. A portion of the options and restricted shares granted to employees vest based on certain performance conditions being satisfied by the Company. Performance-based stock options are tied to the Company's annual performance against pre-established internal targets and the actual payout under these awards may vary from zero to 100% of an employee's target payout, based upon the Company's actual performance during the previous twelve months. The performance-based stock options are also subject to vesting requirements and generally vest when the performance condition has been satisfied. The fair value for stock options granted during the period was estimated at the grant date using the Black-Scholes option pricing model, as described in Note 2, and the Company bases the fair value of restricted shares granted on the closing price of the shares on the grant date. The Company recognizes compensation cost over the requisite service period or when it becomes probable that the performance condition will be satisfied. 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 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 2006 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. On February 23, 2017, at the Company's annual meeting of stockholders, the stockholders approved amendments to the 2006 Plan to increase the number of shares available for issuance under the 2006 Plan by 3,300,000 , bringing the total number of shares issuable under the 2006 Plan since it was adopted to 16,300,000 shares. At September 30, 2018 , 2,721,386 shares were reserved for issuance in connection with awards under the 2006 Plan. During 2017, the Company issued 218,550 cash-settled stock appreciation rights at a price of $10.30 , and 234,313 cash-settled stock appreciation rights were forfeited. During 2018, the Company issued 104,055 cash-settled stock appreciation rights at a price of $4.57 , and 415,373 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), achievement of performance targets, or some combination of these conditions. 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. During the year ended September 30, 2018, the Company granted both time-based stock options and performance-based stock options to certain employees. Approximately 671,644 options were granted, including 418,780 options subject to performance-based vesting terms and 252,864 subject to time-based vesting terms over four years. The performance-based options will vest in installments based on average stock price and growth in contribution margin, in each case, subject to each recipient’s continued employment with the Company. During the year ended September 30, 2018, the Company granted both time-based restricted stock and performance-based restricted stock to certain employees. Approximately 1,282,401 shares of restricted stock were granted, including 915,180 shares subject to performance-based vesting and 367,221 subject to time-based vesting terms over four years. The performance-based restricted stock units will vest in installments based on average stock price and achievement of certain annual revenue and adjusted EBITDA targets through calendar year 2021, in each case, subject to each recipient’s continued employment with the Company. For those stock options and restricted stock with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For the years ended September 30, 2018 , 2017 and 2016, the Company recorded stock-based compensation of $6.6 million , $7.4 million and $12.3 million , respectively. The total costs related to unvested awards with only service vesting conditions, not yet recognized, as of September 30, 2018 was $5.2 million , which will be recognized over the weighted average vesting period of 48 months. The total costs related to unvested awards with both service and performance vesting conditions, not yet recognized, as of September 30, 2018 was $9.8 million . The 2006 Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options ("non-qualified stock options"). The exercise price of each stock option may not be less than 100% of the fair market value of the common stock on the date of grant. However, if a grant recipient, who holds at least 10% of the common stock of the Company, receives an incentive stock option, the exercise price of such incentive stock option may not be less than 110% of the fair market value of the common stock on the date of grant. The term of each stock option is fixed by the compensation committee and may not exceed 10 years from the date of grant. The compensation committee may also award under the 2006 Plan: • restricted stock, which are shares of common stock subject to restrictions; • restricted stock units, which are common stock units subject to restrictions; • dividend equivalent rights, which are rights entitling the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock; • stock appreciation rights, which are rights to receive a number of shares or, in the discretion of the compensation committee and subject to applicable law, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee; • unrestricted stock, which are shares of common stock granted without restrictions as a bonus; and • performance and annual incentive awards, ultimately payable in common stock or cash, as determined by the compensation committee (the compensation committee may grant multi-year and annual incentive awards subject to achievement of specified goals tied to business criteria set forth in the 2006 Plan). Acquisition In connection with the acquisition of Machinio, the Company issued 248,577 restricted stock awards, 370,370 restricted stock units, and 47,202 options valued in the aggregate at approximately $5.0 million to Machinio's executives and employees. The restricted stock awards and options were issued under the Machinio Corp. 2014 Stock Incentive Plan which was assumed by the Company at acquisition. The restricted stock units were issued through a private placement. The Company also issued 297,014 shares of restricted Company common stock through a private placement to the Machinio executives. Lastly, the Company issued 49,893 restricted stock awards under its 2006 Omnibus Long-Term Incentive Plan to Machinio employees. Stock Option Activity A summary of the Company's stock option activity for the years ended September 30, 2018 , 2017 , and 2016 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2015 1,472,643 $ 17.46 Options granted 583,228 6.68 Options exercised (1,251 ) 7.48 Options canceled (346,133 ) 16.99 Options outstanding at September 30, 2016 1,708,487 13.91 Options granted 232,845 9.18 Options exercised (12,421 ) 7.41 Options canceled (223,938 ) 13.00 Options outstanding at September 30, 2017 1,704,973 13.43 Options granted 671,644 5.09 Options assumed in business acquisition 47,201 1.21 Options exercised (57,665 ) 7.01 Options canceled (347,830 ) 13.82 Options outstanding at September 30, 2018 2,018,323 10.49 Options exercisable at September 30, 2018 1,060,958 14.74 The following table summarizes information about options outstanding at September 30, 2018 : Options Outstanding Range of Exercise Price Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $0.99 - $4.70 357,848 9.11 $ 4.07 $4.71 - $6.40 441,934 6.34 5.61 $6.41 - $8.24 385,924 7.30 6.98 $8.25 - $11.08 406,929 5.64 9.52 $11.09 - $46.72 425,688 3.82 25.04 The following table summarizes information about options exercisable at September 30, 2018 : Options Exercisable Range of Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $0.99 - $4.70 6,121 8.32 $ 1.21 $4.71 - $6.40 224,234 7.30 6.29 $6.41 - $8.24 135,138 6.13 7.01 $8.25 - $11.08 270,402 5.24 9.71 $11.09 - $46.72 425,063 3.82 25.06 The following table summarizes information about assumptions used in valuing options granted: Year ended September 30 2018 2017 2016 Dividend yield — — — Expected volatility 50.76% - 58.59% 54.22% - 54.93% 51.5% - 58.6% Risk-free interest rate 0.47% - 2.72% 1.65% - 2.17% 0.5% - 1.5% Expected term 3.8 3.8 4.0 The intrinsic value of outstanding and exercisable options at September 30, 2018 was approximately $1.14 million and $0.05 million , respectively, based on a stock price of $6.35 on September 30, 2018 . The weighted average grant date fair value of options granted during 2018, 2017, and 2016 was $2.04 , $3.58 and $2.07 , respectively. The intrinsic value of options exercised at September 30, 2018 , 2017 , and 2016 was approximately $30,384 , $24,032 and $3,128 , respectively. Approximately 0.6 million unvested service-based stock options are expected to vest. Restricted Share Activity A summary of the Company's restricted share activity for the years ended September 30, 2018 , 2017 , and 2016 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2015 2,367,187 $ 16.08 Restricted shares granted 1,504,655 5.54 Restricted shares vested (715,188 ) 16.09 Restricted shares canceled (495,409 ) 20.25 Unvested restricted shares at September 30, 2016 2,661,245 9.34 Restricted shares granted 849,352 8.78 Restricted shares vested (748,266 ) 11.04 Restricted shares canceled (571,900 ) 9.81 Unvested restricted shares at September 30, 2017 2,190,431 8.42 Restricted shares granted 1,282,401 6.81 Restricted shares vested (617,620 ) 9.22 Restricted shares canceled (538,356 ) 8.78 Unvested restricted shares at September 30, 2018 2,316,856 7.23 The intrinsic value and weighted average remaining contractual life in years of unvested restricted shares at September 30, 2018 , is approximately $12.8 million and 8.46 , respectively, based on a stock price of $6.35 on September 30, 2018 . Approximately 1.0 million unvested service-based restricted stock shares are expected to vest. During 2016 and 2017, only restricted stock units were granted. Share Repurchase Program The Board of Directors authorized the Company to repurchase issued and outstanding shares of its common stock under a share repurchase program approved by the 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 the Company's available cash. The Company's Board of Directors reviews the share repurchase program periodically, the last such review having occurred in May 2016. The Company did no t repurchase shares under this program during the twelve months ended September 30, 2018 . As of September 30, 2018 , the Company may repurchase an additional $10.1 million shares under this program. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 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 September 30, 2017, the Company had financial assets that were measured at fair value and were classified as Level 3 assets within the fair value hierarchy. The Company no longer had such assets at September 30, 2018. The Company recorded the financial assets using the fair value option under ASC 825, Financial Instruments . These financial assets represented the value of rights the Company held from its participation in certain principal transactions in the Company's commercial business, where a third-party partner owned the underlying assets to be sold, and the Company had contributed funds to the partner towards purchasing those underlying assets. These assets were included in prepaid expenses and other current assets in the Consolidated Balance Sheets. During the year ended September 30, 2018, and as a result of the acquisition of Machinio, the Company recorded contingent consideration in the amount of $1.2 million on its balance sheet. This contingent consideration was measured at fair value and classified as Level 3 liabilities within the fair value hierarchy. The contingent consideration is based on the Company's achievement of EBITDA targets for the 12-month period ending December 31, 2019. The liability for this consideration is included in Deferred taxes and other long-term liabilities in the Consolidated Balance Sheets. During the year ended September 30, 2018, the Company invested $20.0 million in certificates of deposit with maturities of six months or less, and interest rates between 2% and 2.5% . These assets were measured at fair value and were classified as Level 1 assets within the fair value hierarchy. The changes in financial assets and earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2018 , are as follows (dollars in thousands): Contingent Consideration Financial Instruments Balance at September 30, 2016 $ — $ 2,200 Acquisition of financial assets — 2,662 Settlements — (4,944 ) Change in fair value of financial assets — 573 Balance at September 30, 2017 — 491 Acquisition of financial assets — — Earn-out from business acquisition 1,200 — Settlements — (401 ) Change in fair value 100 (90 ) Balance at September 30, 2018 $ 1,300 $ — When valuing its financial assets, the Company considers asset condition, economic and/or market events, and other pertinent information that would impact its estimate of the expected generated proceeds. The valuation procedures are primarily based on management's projection of the value of the assets securing the financial investment. The Company estimated the fair value of the contingent consideration using a Monte Carlo simulation. The calculation was based on EBITDA volatilities observed in comparable companies in Machinio's industry. Management’s estimation of the fair value of these assets and liabilities is based on the best information available in the circumstances and may incorporate management's own assumptions regarding market demand for these assets. Such assumptions involve management's judgment, taking into consideration a combination of internal and external factors. Changes in fair value of the Company's Level 1 and Level 3 assets and liabilities are recorded in Other operating expense in the Consolidated Statements of Operations. 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), accounts receivable, and a promissory note. The Company believes the carrying value of these instruments approximates fair value |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 12 Months Ended |
Sep. 30, 2018 | |
Defined Benefit Plan [Abstract] | |
Defined Benefit Pension Plan | 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 Scheme was closed to new members on January 1, 2002. The Company recognizes the funded status of its postretirement benefit plans, with a corresponding noncash adjustment to accumulated other comprehensive loss, net of tax, in stockholders' equity. The funded status is measured as the difference between the fair value of the plan's assets and the benefit obligation of the plan. The net periodic benefit cost recognized for the years ended September 30, 2018 , 2017 and 2016 , included the following components: Qualified Defined Benefit Pension Plan Year Ended September 30, 2018 2017 2016 (in thousands) Interest cost $ 651 $ 582 $ 814 Expected return on plan assets (986 ) (826 ) (1,066 ) Total net periodic benefit $ (335 ) $ (244 ) $ (252 ) The following table provides a reconciliation of benefit obligations, plan assets, and funded status related to the Company's qualified defined benefit pension plan for the years ended September 30, 2018 and September 30, 2017 : Qualified Defined Benefit Pension Plan Year Ended September 30, 2018 2017 (in thousands) Change in benefit obligation Beginning balance $ 25,085 $ 26,321 Interest cost 651 582 Benefits paid (2,297 ) (718 ) Actuarial loss/(gain) (590 ) (1,861 ) Foreign currency exchange rate changes (623 ) 761 Ending balance $ 22,226 $ 25,085 Qualified Defined Benefit Pension Plan Year Ended September 30, 2018 2017 (in thousands) Change in plan assets Beginning balance at fair value $ 26,943 $ 25,767 Actual return on plan assets 1,175 569 Benefits paid (2,297 ) (718 ) Employer's contributions — 552 Foreign currency exchange rate changes (689 ) 773 Ending balance at fair value $ 25,132 $ 26,943 Overfunded (underfunded) status of the Plan $ 2,906 $ 1,859 The accrued pension asset of $2.9 million is recorded in Other long-term assets in the Consolidated Balance Sheet. Because the Plan is closed to new participants, the accumulated benefit obligation is equal to the projected benefit obligation, and totals $22.2 million and $25.1 million at September 30, 2018 and September 30, 2017 , respectively. The amount recognized in other comprehensive loss related to the Company's qualified defined benefit pension plan, net of tax, for the years ended September 30, 2018 and September 30, 2017 , is shown in the following table: Qualified Defined Benefit Pension Plan Year Ended September 30, 2018 2017 (in thousands) Accumulated Other Comprehensive (Income) Loss Accumulated Other Comprehensive (Income) Loss at beginning of year $ (123 ) $ 1,226 Net actuarial gains (773 ) (1,589 ) Foreign currency exchange rate changes 4 240 Accumulated Other Comprehensive (Income) at end of year $ (892 ) $ (123 ) Estimated amounts to be amortized from accumulated other comprehensive (income) loss into net periodic benefit cost during 2018 based on September 30, 2018 plan measurements are $0 . Amortization of a net gain or loss included in accumulated other comprehensive income shall be included as a component of net pension cost for a year if, as of the beginning of the year, that net gain or loss exceeds 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets. The plan complies with the funding provisions of the UK Pensions Act 2004 and the Occupational Pension Schemes Regulations Act 2005. The Company does not plan to make contributions to the plan in the near future. Actuarial Assumptions The actuarial assumptions used to determine the benefit obligations at September 30, 2018 and September 30, 2017 , and to determine the net periodic (benefit) cost for the year were as follows: Qualified Defined Benefit Pension Plan 2018 2017 Discount rate 2.90 % 2.70 % Expected return on plan assets 4.00 % 3.80 % Increases to non-GMP pensions in payment accrued pre 4/6/97 — % — % Increases to non-GMP pensions in payment accrued post 4/6/97 2.20 % 2.10 % Rate of increases to deferred CPI linked benefits 2.20 % 2.10 % Rate of increases to deferred RPI linked benefits 3.30 % 3.20 % Mortality— 100% for males and 105% for females of S2PxA "light" tables, projected in line with the 2017 Continuous Mortality Investigation projection model and a 1.5% per annum long-term rate of improvement. Estimated Future Benefit Payments The Company's pension plan expects to make the following benefit payments to participants over the next 10 years: Pension Benefits (in thousands) Year ending September 30, 2019 $ 753 2020 770 2021 675 2022 726 2023 786 2024 through 2028 4,027 Total $ 7,737 Fair Value Measurements The investment policy and strategy of the plan assets, as established by the Trustees (the "Trustees") of the plan, strive to maximize the likelihood of achieving primary objectives of the investment policy established for the plan. The primary objectives are: 1. Funding—to ensure that the Plan is fully funded using assumptions that contain a modest margin for prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take into account the financial covenant of the employer; 2. Stability—to have due regard to the likely level and volatility of required contributions when setting the Plan's investment strategy; and 3. Security—to ensure that the solvency position of the Plan is expected to improve. The Trustees will take into account the strength of employer's covenant when determining the expected improvement in the solvency position of the Plan. The assets are allocated among equity investments and fixed income securities. The assets are not rebalanced but the allocation between equities and bonds is reviewed on a periodic basis to ensure that the investments are appropriate to the Scheme's circumstances. The Trustees review the investment policy on an ongoing basis, to determine whether a change in the policy or asset allocation targets is necessary. The Company has elected to use a bid value of Scheme assets to calculate the expected return on assets in the net periodic benefit cost. The assets consisted of the following as of September 30, 2018 : Actual 2018 Equity securities 45.7 % Fixed-income securities 53.1 % Cash equivalents 1.2 % Total 100.0 % The class of equity securities consists of one pooled fund whose strategy is to invest in approximately 70% UK company shares (domestic) and 30% international equity securities. The class of fixed-income securities consists of one pooled fund whose strategy is to invest in a limited number of government and corporate bonds. The expected long-term rate of return for the plan's total assets is based on the expected returns of each of the above categories, weighted based on the current target allocation for each class. The Trustees evaluate whether adjustments are needed based on historical returns to more accurately reflect expectations of future returns. The Company is required to present certain fair value disclosures related to its postretirement benefit plan assets, even though those assets are not included on the Company's Consolidated Balance Sheets. The following table presents the fair value of the assets of the Company's qualified defined benefit pension plan by asset category and their level within the fair value hierarchy, which has three levels based on reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets, Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. Balance as of September 30, 2017 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 11,778 $ — $ 11,778 Fixed-income securities — 14,795 — 14,795 Cash equivalents 371 — — 371 Total $ 371 $ 26,573 $ — $ 26,944 Balance as of September 30, 2018 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 11,489 $ — $ 11,489 Fixed-income securities — 13,347 — 13,347 Cash equivalents 296 — — 296 Total $ 296 $ 24,836 $ — $ 25,132 Valuation Techniques The Company relies on pricing inputs from investment fund managers to value investments. The fund manager prices the underlying securities using independent external pricing sources. |
Guarantees
Guarantees | 12 Months Ended |
Sep. 30, 2018 | |
Guarantees [Abstract] | |
Guarantees | Guarantees During the second quarter of 2015, the Company issued a guarantee to GoIndustry (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. See Note 13 for further information on the Scheme. |
Business Realignment Expenses
Business Realignment Expenses | 12 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Business Realignment Expenses | Business Realignment Expenses In January 2017, the Company decided to exit the TruckCenter land-based, live auction and retail business. Costs of $0.9 million associated with the restructuring, were recognized under other operating expenses in the consolidated statement of operations. Those costs included occupancy cost of $0.6 million, employee severance of $0.2 million , and long-lived asset impairments of $0.1 million . During the fourth quarter of 2017, the Company began to restructure its CAG business. The restructuring plan resulted in a reduction in force across a number of departments, including Sales, Marketing and Operations in both the United States and in Europe. In connection with this restructuring, on September 25, 2017 the Company terminated the employment of the President of the CAG business and provided a severance package to the executive in the amount of $0.3 million . Overall, severance costs associated with this restructuring were approximately $0.9 million . In addition, the restructuring plan calls for the closure of several offices and legal entities in Europe and Asia. Legal and administrative costs associated with the restructuring were $0.1 million . The Company continued to implement its CAG cost cutting initiatives during the year ended September 30, 2018. As discussed in Note 3, Significant Contracts, the Company was not the high bidder for the new Surplus Contracts, and therefore completed winding down operations of the Surplus Contract during the year ended September 30, 2018. As a result, the Company recognized an additional $1.7 million in restructuring costs during the year ended September 30, 2018, $1.2 million of which related to severance and occupancy cost as a result of the loss of the Surplus Contract. Restructuring costs associated with the restructuring plan were recognized within the other operating expenses line item in the consolidated statement of operations. This activity is included within employee severance and benefit costs in the table below. During 2017, the Company reorganized its IronDirect business. As a result, the Company recorded approximately $0.9 million of net expense related to the impairment of long-lived assets associated with the IronDirect business, as well as a fair value adjustment. The impairment was comprised of $1.2 million of impairment related to contract intangibles, and $0.6 million of impairment related to fixed assets. This expense was netted with a $0.9 million reversal of an earn-out liability. In addition to these impairments, and the restructuring of its IronDirect business model, the Company terminated the employment of the IronDirect President and incurred severance costs of approximately $0.1 million , which is included within employee severance and benefit costs in the table below. During the year ended September 30, 2018, the Company recorded restructuring costs of approximately $0.1 million related to occupancy and certain onerous contract costs related to its IronDirect business. On June 16, 2017 the Company entered into a sub-lease agreement for 18,412 square feet of office space at 6931 Arlington Road, Bethesda, Maryland. The sub-lease commenced September 29, 2017 and will expire April 30, 2023. On the sub-lease commencement date, the Company relocated its headquarters previously located at 1920 L Street NW, Washington DC, to the new Bethesda location. The Company ceased using the previous location as of September 30, 2017 and recognized a $2.0 million cease-use charge in its consolidated statements of operations at September 30, 2017, under the Other operating expenses line item. During November 2018, based on updated information the Company revised its expectation related to contractual obligations toward the lessor of the Company's previous headquarters. As a result of this updated information, the Company recorded a reduction to its cease-use charge of approximately $0.3 million into its financial statements as of September 30, 2018. The amount is presented under occupancy cost in the table below. During the year ended September 30, 2018, the Company recognized an additional $0.5 million in severance cost primarily related to the restructuring of its Corporate IT department. This is recorded within the Corporate & Other line item below. The table below sets forth the significant components and activity in the liability for business realignment initiatives during the year ended September 30, 2018 , on a segment and consolidated basis: (in thousands) Liability Balance at September 30, 2016 Business Realignment Expenses Cash Payments Liability Balance at September 30, 2017 Business Realignment Expenses Cash Payments Liability Balance at September 30, 2018 Employee severance and benefit costs: CAG $ — $ 1,037 $ (244 ) $ 793 $ 979 $ (1,683 ) $ 89 Corporate & Other — 570 (171 ) 399 472 (850 ) 21 Total employee severance and benefit costs $ — $ 1,607 $ (415 ) $ 1,192 $ 1,451 $ (2,533 ) $ 110 Occupancy and other costs: CAG — — — — 739 (280 ) 459 Corporate & Other — 2,616 (628 ) 1,988 (248 ) (933 ) 807 Total occupancy and other costs $ — $ 2,616 $ (628 ) $ 1,988 $ 491 $ (1,213 ) $ 1,266 Total business realignment $ — $ 4,223 $ (1,043 ) $ 3,180 $ 1,942 $ (3,746 ) $ 1,376 For the year ended September 30, 2018, the $1.9 million in employee severance and occupancy cost per the table above is recorded in Other operating expenses in the Consolidated Statements of Operations. Of this $1.9 million in cost, approximately $0.6 million is associated with general and administrative, $0.2 million with sales and marketing, and $1.1 million with technology and operations activities. For the year ended September 30, 2017, the $4.2 million in employee severance and occupancy cost per the table above is recorded in Other operating expenses in the Consolidated Statements of Operations. Of this $4.2 million in cost, approximately $3.7 million is associated with general and administrative, $0.3 million with sales and marketing, and $0.2 million with technology and operations activities. The Company expects that the majority of the remaining liability balance at September 30, 2018, of approximately $1.4 million will be paid during 2019. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Sep. 30, 2018 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Proceedings | Legal Proceedings Howard v. Liquidity Services, Inc., et al., Civ. No. 14-1183 (D. D. C. 2014) . On July 14, 2014, Leonard Howard filed a putative class action complaint in the United States District Court for the District of Columbia (the ‘‘District Court’’) against the Company and its chief executive officer, chief financial officer, and chief accounting officer, on behalf of stockholders who purchased the Company's common stock between February 1, 2012, and May 7, 2014. The complaint alleged that the 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 stock price, and sought 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 alleged substantially similar claims, but which did 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. Only the claims related to the Company's retail supply chain group were not dismissed. On May 16, 2016, the Company answered the amended complaint. Plaintiffs’ class certification was granted on September 6, 2017. On June 19, 2018, the parties agreed to settle this action, including to dismiss and release all claims against all defendants, in exchange for the payment by our insurance carriers of $17 million to plaintiffs and the class. The agreement was submitted to the District Court and preliminarily approved on June 20, 2018. The District Court provided final approval of the settlement on October 5, 2018. In re Liquidity Services, Inc. Derivative Litigation, Civ. No. 2017-0080-JTL (Del. Ch. 2017). On February 2, 2017, plaintiff David Girardi filed a putative derivative complaint in the Court of Chancery of the State of Delaware (the “Court of Chancery”), and on February 7, 2017, plaintiff Harold Slingerland filed a putative derivative complaint in the Court of Chancery. On March 9, 2017, plaintiffs Girardi and Slingerland filed a putative consolidated derivative complaint in the Court of Chancery, purportedly on the Company’s behalf. The consolidated complaint named as defendants the Company's Chief Executive Officer and Chief Financial Officer, as well as certain other individuals who served on the Company's Board of Directors between 2012 and 2014, and sought recovery from those individuals, not the Company. The complaint asserted that, among other things, the defendants breached their fiduciary duties to the Company and its stockholders by causing or allowing the Company to make the same misstatements that were alleged in the amended complaint in the Howard action, and for alleged trading in our securities while in possession of material non-public information. The Court of Chancery dismissed the case in November 2017. Following the dismissal of the putative derivative action discussed above, former plaintiffs Girardi and Slingerland sent the Company a letter dated January 5, 2018 (the “Shareholder Demand”) demanding that the Board of Directors take action to remedy purported breaches of fiduciary duties allegedly related to the claims asserted in the above-discussed securities class action and derivative actions. The Company acknowledged receipt of the Shareholder Demand on January 22, 2018. The Company's Board of Directors delegated to a special committee of the Board, comprised of independent directors who are not named in the letter, the tasks of evaluating and formulating recommendations to the Board with respect to, the Shareholder Demand. The special committee retained counsel to assist and advise it in connection with its work. On November 19, 2018, the special committee delivered a report in which it found no basis to assert claims and recommended that the Board not assert claims, against any of the individuals named in the Shareholder Demand. The Company's Board of Directors met on November 27, 2018 to discuss the findings of the special committee, accepted the recommendation of the special committee and determined to reject the demand. |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company provides operating results in five reportable segments: GovDeals, Capital Assets Group (CAG), Retail Supply Chain Group (RSCG), Machinio, and Corporate & Other. However, the GovDeals, Capital Assets Group (CAG), and Retail Supply Chain Group (RSCG) segments constitute 98% of the Company's revenue as of September 30, 2018, and each offers separately branded marketplaces to enable sellers to achieve channel marketing objectives to reach buyers. Across its segments, the Company offers its sellers two primary transaction models as well as a suite of services, and its revenues vary depending upon the models employed and the level of service required. A description of the reportable segments follows: • The GovDeals reportable segment provides self-service solutions in which sellers list their own assets, and it consists of marketplaces that enable local and state government entities including city, county and state agencies, as well as commercial businesses located in the United States and Canada to sell surplus and salvage assets. GovDeals also offers a suite of services to sellers that includes asset sales and marketing. This segment includes the Company's GovDeals.com and AuctionDeals.com marketplaces. • The CAG reportable segment provides full-service solutions to sellers and it consists of marketplaces that enable federal government agencies as well as commercial businesses to sell surplus, salvage, and scrap assets. This marketplace enables federal government agencies as well as commercial businesses to sell scrap assets of the U.S. Department of Defense. This marketplace also provided for the sale of assets procured through our Surplus Contract, which wound down during 2018. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. Commercial sellers are located in the United States, Europe, Australia and Asia. This segment includes the Company's Network International, GoIndustry DoveBid, and Government Liquidation marketplaces. • The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods and retail capital assets. RSCG also offers a suite of services that includes returns management, asset recovery, and ecommerce services. This segment includes the Company's Liquidation.com, Liquidation.com DIRECT, and Secondipity marketplaces. • The Machinio reportable segment operates a global online platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors. Machinio was acquired by the Company on July 10, 2018. • Corporate & Other primarily consists of the Company's IronDirect and TruckCenter operating segments that are not individually significant, as well as elimination adjustments. On January 30, 2017, the Company exited its TruckCenter land-based, live auction business in order to focus its time and resources on its ecommerce marketplace strategy. IronDirect offers buyers access to construction equipment, parts and services through a single ecommerce marketplace. 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 segment information based on the internal performance measures used by the CODM to assess the performance of each operating segment in a given period. In connection with that assessment, the CODM uses segment gross profit to evaluate the performance of each segment. Gross profit is calculated as total revenue less cost of goods sold and seller distributions. The following table sets forth certain financial information for the Company's reportable segments. Year Ended September 30, (in thousands) 2018 2017 2016 GovDeals: Revenue $ — $ — $ — Fee revenue 30,214 26,853 22,802 Total revenue 30,214 26,853 22,802 Gross profit 27,990 25,172 21,422 Depreciation and amortization 240 245 241 Other operating expenses (32 ) — — CAG: Revenue 57,717 100,160 140,210 Fee revenue 30,308 44,971 51,555 Total revenue 88,025 145,131 191,765 Gross profit 48,873 71,934 109,373 Depreciation and amortization 269 1,222 1,837 Other operating expenses 1,143 465 — RSCG: Revenue 88,295 85,766 88,986 Fee revenue 13,659 9,265 5,232 Total revenue 101,954 95,032 94,218 Gross profit 33,009 30,050 29,903 Depreciation and amortization 1,304 1,134 974 Other operating expenses 4 — — Machinio: Revenue — — — Fee revenue 653 — — Total revenue 653 — — Gross profit 501 — — Depreciation and amortization 366 — — Other operating expenses — — — Corporate & Other: Revenue 3,665 2,644 4,632 Fee revenue 3 356 3,037 Total revenue 3,668 2,999 7,669 Gross profit (661 ) (2,666 ) 1,415 Depreciation and amortization 2,420 3,195 3,449 Other operating expenses 277 3,187 — Consolidated: Revenue 149,677 188,570 233,828 Fee revenue 74,837 81,445 82,626 Total revenue 224,514 270,015 316,454 Gross profit 109,712 124,490 162,113 Depreciation and amortization 4,599 5,796 6,502 Other operating expenses $ 1,392 $ 3,651 $ — The following table presents a reconciliation between gross profit used in the reportable segments and the Company's consolidated results: Year Ended September 30, (in thousands) 2018 2017 2016 Reconciliation: Gross profit 109,712 124,490 162,113 Operating expenses 129,713 160,839 196,231 Other operating expenses 1,392 3,651 — Interest (income) expense and other expense, net (450 ) (362 ) (1,217 ) (Benefit) provision for income taxes (9,328 ) (451 ) 27,025 Net loss $ (11,615 ) $ (39,187 ) $ (59,926 ) Other operating expenses includes changes in the fair value of the Company's financial assets and business realignment expenses, which can be seen in more detail in Notes 12 and 15. See Note 6 for goodwill impairment information by segment. Revenue attributed to countries that represent a significant portion of consolidated revenues are as follows: Year Ended September 30, (in thousands) 2018 2017 2016 United States $ 193,240 $ 240,102 $ 281,328 Rest of the world 31,274 29,913 35,126 Consolidated $ 224,514 $ 270,015 $ 316,454 Total segment assets reconciled to consolidated amounts are as follows: September 30, September 30, (in thousands) 2018 2017 Segment Assets: GovDeals $ 47,632 $ 43,262 CAG 100,145 115,514 RSCG 19,248 39,766 Machinio 23,306 — Corporate & Other 11,501 16,687 Total Segment Assets: $ 201,832 $ 215,229 Total long-lived assets by geographic areas are presented as follows: September 30, September 30, (in thousands) 2018 2017 United States $ 16,367 $ 16,142 Rest of the world 243 651 Consolidated $ 16,610 $ 16,793 Property and equipment, additions by segment are presented as follows: September 30, September 30, (in thousands) 2018 2017 GovDeals $ 402 $ 223 CAG 106 938 RSCG 1,450 733 Machinio 20 — Corporate & Other 3,818 5,911 Consolidated $ 5,796 $ 7,805 |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Sep. 30, 2018 | |
Quarterly Results (Unaudited) | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following table sets forth for the eight most recent quarters the selected unaudited quarterly consolidated statement of operations data. The unaudited quarterly consolidated statement of operations data has been prepared on the same basis as the Company's audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of this data. Three months ended Dec. 31, 2016 Mar. 31, 2017 June 30, 2017 Sept. 30, 2017 Dec. 31, 2017 Mar. 31, 2018 June 30, 2018 Sept. 30, 2018 (in thousands, except share and per share data) Revenue from operations $ 70,796 $ 72,335 $ 65,520 $ 61,364 $ 61,143 $ 60,097 $ 50,569 $ 52,705 Gross Profit $ 33,977 $ 32,811 $ 29,918 $ 27,784 $ 30,200 $ 27,511 $ 27,144 $ 24,857 Loss before provision for income taxes from operations $ (8,294 ) $ (8,305 ) $ (8,573 ) $ (14,466 ) $ (6,027 ) $ (5,276 ) $ (3,093 ) $ (6,547 ) Net loss from operations $ (8,397 ) $ (8,252 ) $ (8,614 ) $ (13,924 ) $ (1,212 ) $ (5,655 ) $ (3,705 ) $ (1,043 ) Basic and diluted loss per common share $ (0.27 ) $ (0.26 ) $ (0.27 ) $ (0.44 ) $ (0.04 ) $ (0.18 ) $ (0.12 ) $ (0.03 ) Basic and diluted weighted average shares outstanding 31,261,603 31,361,122 31,485,599 31,503,349 31,876,603 31,972,752 32,104,368 32,425,669 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Sep. 30, 2018 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (dollars in thousands) Balance at Charged Reductions Balance at Deferred tax valuation allowance (deducted from net deferred tax assets) Year ended September 30, 2016 $ 8,474 35,783 — $ 44,257 Year ended September 30, 2017 44,257 10,122 — 54,379 Year ended September 30, 2018 54,379 (15,042 ) — 39,337 Allowance for doubtful accounts (deducted from accounts receivable) Year ended September 30, 2016 471 247 — 718 Year ended September 30, 2017 718 357 (407 ) 668 Year ended September 30, 2018 668 199 (530 ) 337 Inventory allowance (deducted from inventory) Year ended September 30, 2016 770 2,709 (33 ) 3,446 Year ended September 30, 2017 3,446 10,381 (9,255 ) 4,572 Year ended September 30, 2018 $ 4,572 2,494 (6,563 ) $ 503 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current year's presentation. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. |
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 or as a direct adjustment to additional paid-in capital as required. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. |
Short-term Investments | Short-term Investments The Company's short-term investments at September 30, 2018 consisted of various certificates of deposit with maturities of six months or less, and interest rates between 2% and 2.5% . |
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 net realizable value. Cost is generally determined using the specific identification method. Costs associated with our warehouse operations are expensed as incurred and included within technology and operations expenses in the Statements of Operations. 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. |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets Prepaid expenses and other current assets includes prepaid income tax, financial assets, the short-term portion of a promissory note (described in "Other Assets"), as well as other miscellaneous prepaid expenses. Financial assets are related to participation agreements for principal transactions in the Company's commercial business. Changes in the fair value of the Company's financial assets are recorded in Other operating expense. See Note 12 for further information. |
Other Assets | Other Assets On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (the ‘‘Buyer’’). In connection with the disposition, the Buyer assumed certain liabilities related to the Jacobs Trading business. The Buyer issued a $12.3 million 5 -year interest bearing promissory note to the Company. Of the $12.3 million , $4.0 million has been repaid as of September 30, 2018. Of the $8.3 million outstanding at September 30, 2018, $6.3 million was recorded in Other assets, and $2.0 million in Prepaid expenses and other current assets as of September 30, 2018 . |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Seven years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated |
Intangible Assets | Intangible Assets Intangible assets primarily consist of contract intangibles, brand and technology, and patent and trademarks. Intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. No impairment was recorded during the year ended September 30, 2018. During the year ended September 30, 2017, the Company recorded a $1.2 million impairment of a contract intangible associated with its IronDirect business, and a $0.6 million impairment to leasehold improvements, also associated with its IronDirect business. |
Goodwill | Goodwill The Company reviews goodwill for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant buyer. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more than likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the implied fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded in the statement of operations. The annual goodwill impairment assessment was performed as of July 1, 2018, for the year ended September 30, 2018 . |
Deferred Revenue and Revenue Recognition | Deferred Revenue Deferred revenue is primarily derived from subscription fees charged to customers for promotional placement on Machinio's search engine over periods ranging from one to fifteen months. Subscription fees are recognized ratably over the term of the agreements. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists, and the sale price has been determined; • the buyer has assumed the risks and rewards of ownership; and • collection is reasonably assured. The Company evaluates revenue to determine whether the Company should report the gross proceeds as revenue (when the Company acts as the principal in the arrangement) or the Company should report its net commissions and related fees as revenue (when the Company acts as an agent). In arrangements in which the Company is deemed to be the primary obligor, bears physical and general inventory risk, and credit risk, the Company recognizes as revenue the gross proceeds from the sale, including buyer's premiums. The Company has evaluated its revenue recognition policy related to sales under its purchase transaction model and determined it is appropriate to account for these sales on a gross basis. In the Company's evaluation, the Company relied most heavily upon its status as primary obligor in the sales relationship and the fact that the Company has general inventory risk. In arrangements in which the Company acts as an agent or broker on a consignment basis, without taking physical or general inventory risk, the Company recognizes revenue based on the sales commissions that are paid to the Company by the sellers for utilizing the Company's services; in this situation, sales commissions represent a percentage of the gross proceeds from the sale that the seller pays to the Company upon completion of the transaction. Such revenue as well as other fee revenue is presented as Fee Revenue in the Consolidated Statements of Operations. The Company collects and remits sales taxes on merchandise that it purchases and sells and reports such amounts under the net method in its Consolidated Statements of Operations. The Company records revenue for subscriptions to Machinio's search engine on a straight-line basis over the term of the agreement. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes the costs of purchasing and transporting property for auction as well as credit card transaction fees. The Company purchases the majority of its inventory at a percentage of the vendor's original acquisition cost under the Surplus Contract and certain commercial contracts, and at a percentage of the vendor's last retail price under certain commercial contracts. Title for the inventory passes to the Company at the time of purchase and the Company bears the risks and rewards of ownership. The Company does not have title to assets sold on behalf of its commercial or government sellers when it receives only sales commission revenue and, as such, recognizes no inventory and related cost of goods sold associated with those sales. Cost of goods sold also includes shipping and handling costs. |
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 in the consolidated financial statements. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. The amount of cash held on behalf of the sellers is recorded as Payables to sellers in the accompanying Consolidated Balance Sheets. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence to estimate whether future taxable income will be generated to permit use of the existing deferred tax asset. The resulting net tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. Accounting Standards Codification (ASC) 740 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 resolutions of any related appeals or litigation processes, on the basis of technical merits. The Company records unrecognized tax benefits as a reduction to its deferred tax asset for its net operating loss carryforward. During the year ended September 30, 2018, the Company did not record any unrecognized tax benefits. 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 including, among others, Canada and the U.K. |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The Company issues stock options and stock appreciation rights with restrictions that lapse upon either the passage of time (service vesting conditions), the achievement of performance targets (performance vesting conditions), or some combination thereof. In addition, the Company issues stock options that vest upon the achievement of certain Company stock price targets (market vesting conditions). The fair value of stock options and stock appreciation rights with service and/or performance vesting conditions is determined using the Black-Scholes option-pricing model. For those stock options with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For stock options with both performance and service vesting 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. The Company issues restricted stock units with service vesting conditions, performance vesting conditions, and market vesting conditions, or some combination thereof. For those restricted stock units with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. The Company also issues restricted stock awards with service and performance vesting conditions. For restricted stock awards and units with both performance and service vesting conditions, the Company starts recognizing compensation cost over the remaining service period when it is probable the performance condition will be met. The fair value of restricted stock awards and units with service vesting and/or performance vesting conditions is based on the closing price of the Company’s common stock on the date of grant. For the Company's stock options and restricted stock units with market vesting conditions, the ultimate number of shares to be earned depends on the Company's total shareholder return during the performance period. The fair value of these stock options and restricted stock units is estimated on the grant date using a Monte Carlo simulation model. The Company recognizes compensation cost for stock options and restricted stock units with market vesting conditions over the derived service period. The determination of the fair value of the Company’s stock options and stock appreciation rights with service and performance vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the date of grant, expected stock price volatility over the expected life of units, expected term, risk-free rate, and dividend yield. The determination of the fair value of the Company’s stock options and restricted stock units with service and market vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the grant date, expected stock price volatility, risk free interest rate, dividend yield, and projected exercise behavior. Upon adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718), in the first quarter of 2018, the Company recognized forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings of $0.2 million as of October 1, 2017. Stock options and restricted stock units that contain performance vesting or market vesting conditions are excluded from, diluted earnings per share computations until the applicable contingency is met as of the end of that reporting period. 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 an operating activity in the Consolidated Statements of Cash Flows. |
Advertising Costs | Advertising Costs Advertising expenditures are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, profit-sharing distributions payable, and payables to sellers reported in the Consolidated Balance Sheets approximate their fair values. During the year ended September 30, 2018, the Company held financial assets that were related to participation agreements for principal transactions in the Company's commercial business. At September 30, 2018, the Company no longer held such financial assets. Lastly, at September 30, 2018 the Company held short-term investments which consisted of various certificates of deposit with maturities of six months or less, and interest rates between 2% and 2.5% . In addition, as a result of the Machinio acquisition, the sellers are eligible to receive earn-out consideration up to $5.0 million . The earn-out consideration was valued at approximately $1.2 million at the acquisition date. Changes in the fair value of the Company's financial instruments are recorded in Other operating expense. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is primarily the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in accumulated other comprehensive (loss) income, a separate component of stockholders' equity. Realized foreign currency transaction gains and losses for 2018, 2017 and 2016 are included in interest and other income (expense), net in the Consolidated Statements of Operations. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (loss) The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Translation Adjustments Net Change Pension and Other Postretirement Benefit Plans Accumulated Deficit Balance at September 30, 2015 $ (6,947 ) $ 1,321 $ (5,626 ) Current-period other comprehensive (loss) income (398 ) (2,547 ) (2,945 ) Balance at September 30, 2016 (7,345 ) (1,226 ) (8,571 ) Current-period other comprehensive (loss) income 551 1,589 2,140 Balance at September 30, 2017 (6,794 ) 363 (6,431 ) Current-period other comprehensive (loss) income (791 ) 773 (18 ) Balance at September 30, 2018 $ (7,585 ) $ 1,136 $ (6,449 ) |
Earnings per Share | Earnings per Share The Company calculates net income (loss) per share in accordance with Financial Accounting Standards Board (FASB) 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 units. 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 units. The dilutive effect of unexercised stock options and unvested restricted stock units 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 units are not included in the computation of diluted net income (loss) per share when they are antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718). This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies and an accounting policy election for forfeitures. As part of the new guidance: • Excess tax benefits and deficiencies arising from share-based awards are reflected in the condensed consolidated statements of operations as income tax expense rather than within stockholders’ equity. • Excess tax benefits will be presented as an operating activity on the statement of cash flows rather than as a financing activity. • A forfeiture election will be made to either estimate forfeitures (similar to the requirement in effect prior to adoption of the update) or recognize actual forfeitures as they occur. Entities will apply the forfeiture election provision using a modified retrospective transition approach, with a cumulative effect adjustment recorded to retained earnings as of the beginning of the period of adoption. • Methods used to satisfy statutory tax withholding requirements by employers who withhold shares upon settlement of an award on behalf of an employee to cover tax obligations are broadened to allow for a range of withholding from the minimum to the maximum statutory allowable amounts. The Company adopted the provisions of this guidance during the first quarter of 2018 as follows: • Excess tax benefits and deficiencies arising from share-based awards are reflected within the Consolidated Statements of Operations as income tax expense; adopted prospectively, with no impact to prior year amounts; • Excess tax benefits are presented as an operating activity on the statement of cash flows; adopted prospectively with no impact on prior year amounts. As part of its adoption of ASU 2016-09, the Company made an accounting policy election to change the way in which it accounts for forfeitures of share-based awards. Specifically, beginning in the first quarter of 2018, the Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings as of October 1, 2017 of approximately $0.2 million . Accounting Standards Not Yet Adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance will become effective for the Company beginning on October 1, 2018. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of this standard to have a material effect upon the consolidated financial statements. In May 2014, the FASB issued 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. The guidance 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. During the year ended September 30, 2017, the Company initiated a formal project to assess the new standard, which was completed in three phases: an assessment phase, a design phase, and an implementation phase. The Company completed the assessment phase, which consisted of reviewing a representative sample of contracts, engaging in discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The Company has also completed the design phase, which consisted of performing an in-depth contract review process, drafting a set of accounting policies in compliance with the new standard, and quantifying the impact of the adoption of this new standard. The Company is currently in the process of implementing the new standard during the first quarter of 2019. The Company has decided to adopt the standard on a modified retrospective basis. The expected impact on the Company's reported results of adopting the new standard is a $0.8 million increase to retained earnings, with the offset as an increase to the Company's assets at the transition date of October 1, 2018. An estimated $0.7 million of this impact results from the recognition of variable consideration at the point in time in which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The remaining impact of $0.1 million relates to the recognition of sales commissions paid to certain employees for costs to obtain contracts that will benefit the Company over an estimated period of greater than twelve months. In February 2016, the FASB issued ASU 2016-2, Leases. ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-2 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 2016-2 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 guidance will be effective for the Company beginning on October 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating 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 January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). Under ASU 2017-04 the entity is required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity is required to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity is required to consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company beginning on October 1, 2020. The Company is currently evaluating the methods of adoption allowed by the new standard. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of the benefits in the income statement. Under this standard, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. This guidance will become effective for the Company beginning on October 1, 2018. The Company is currently evaluating its adoption of this standard. The Company does not expect the adoption of this standard to have a significant impact on the Company’s consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 allows entities to elect to classify from accumulated other comprehensive income (loss) to retained earnings stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. An entity that does not elect to reclassify the income tax effects of the Tax Cuts and Jobs Act shall disclose in the period of adoption a statement that the election was not made. This guidance will become effective for the Company beginning on October 1, 2019. The Company is currently evaluating the methods of adoption of 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 August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This guidance will become effective for the Company beginning on October 1, 2018. Early adoption of the standard is permitted. The Company does not expect the adoption of this standard to have a significant impact on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Property and equipment are recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Seven years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2018 2017 (in thousands) Computers and purchased software $ 2,488 $ 23,724 Internally developed software for internal-use 8,094 7,100 Office/Operational equipment 5,957 6,845 Leasehold improvements 2,918 4,167 Building 2,572 2,558 Furniture and fixtures 1,056 1,247 Vehicles 858 1,048 Land 754 754 Construction in progress 2,991 944 Total property and equipment 27,688 48,387 Less: Accumulated depreciation and amortization (11,078 ) (31,594 ) Total property and equipment, net $ 16,610 $ 16,793 |
Schedule of changes in accumulated other comprehensive income (loss), net of taxes | The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Translation Adjustments Net Change Pension and Other Postretirement Benefit Plans Accumulated Deficit Balance at September 30, 2015 $ (6,947 ) $ 1,321 $ (5,626 ) Current-period other comprehensive (loss) income (398 ) (2,547 ) (2,945 ) Balance at September 30, 2016 (7,345 ) (1,226 ) (8,571 ) Current-period other comprehensive (loss) income 551 1,589 2,140 Balance at September 30, 2017 (6,794 ) 363 (6,431 ) Current-period other comprehensive (loss) income (791 ) 773 (18 ) Balance at September 30, 2018 $ (7,585 ) $ 1,136 $ (6,449 ) |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The purchase price was allocated as follows: Consideration Amount (in thousands) Other Current Assets $ 106 Goodwill 14,558 Customer relationships intangible asset 3,100 Developed technology intangible asset 2,700 Trade name intangible asset 1,500 Property and equipment and other long-term assets 252 Liabilities excluding deferred revenue (956 ) Deferred revenue (1,400 ) Total consideration $ 19,860 |
Schedule of Pro Forma Information | The following pro-forma financial information presents the Company's results as if the acquisition had occurred on October 1, 2016: Year Ended September 30, 2018 2017 (in thousands) Revenue $ 228,484 $ 272,231 Net loss $ (12,857 ) $ (42,289 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of estimated useful lives of property and equipment | Property and equipment are recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Seven years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2018 2017 (in thousands) Computers and purchased software $ 2,488 $ 23,724 Internally developed software for internal-use 8,094 7,100 Office/Operational equipment 5,957 6,845 Leasehold improvements 2,918 4,167 Building 2,572 2,558 Furniture and fixtures 1,056 1,247 Vehicles 858 1,048 Land 754 754 Construction in progress 2,991 944 Total property and equipment 27,688 48,387 Less: Accumulated depreciation and amortization (11,078 ) (31,594 ) Total property and equipment, net $ 16,610 $ 16,793 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill activity | The following summarizes the goodwill activity for the Company's reportable segments that have goodwill during the periods indicated: Goodwill (in thousands) RSCG CAG GovDeals Machinio Total Balance at September 30, 2015 $ 18,604 $ 45,469 $ — $ — $ 64,073 Reallocation of goodwill — (23,731 ) 23,731 — — Impairment charge (18,998 ) — — (18,998 ) Translation adjustments 394 (335 ) — — 59 Balance at September 30, 2016 $ — $ 21,403 $ 23,731 $ — $ 45,134 Translation adjustments — 254 — — 254 Balance at September 30, 2017 $ — $ 21,657 $ 23,731 $ — $ 45,388 Business acquisition — — — 14,558 14,558 Translation adjustments — (127 ) — — (127 ) Balance at September 30, 2018 $ — $ 21,530 $ 23,731 $ 14,558 $ 59,819 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | Balance as of September 30, 2018 Balance as of September 30, 2017 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted average useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) (in thousands) Contract intangibles 6 $ 3,100 $ (129 ) $ 2,971 6.0 $ — $ — $ — Brand and technology 5 2,700 (135 ) 2,565 5.0 — — — Patent and trademarks 7 - 10 2,269 (439 ) 1,830 7.8 943 (516 ) 427 Total intangible assets, net $ 8,069 $ (703 ) $ 7,366 $ 943 $ (516 ) $ 427 |
Schedule of future expected amortization of intangible assets | Future expected amortization of intangible assets at September 30, 2018 , is as follows: Year Ending September 30, Amortization (in thousands) 2019 $ 1,338 2020 1,336 2021 1,330 2022 1,322 2023 1,177 2024 and after 863 Total $ 7,366 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Leases, Operating [Abstract] | |
Schedule of future minimum payments under leases | Future minimum payments under the leases as of September 30, 2018 , are as follows: Year Ending September 30, Operating (in thousands) 2019 $ 5,952 2020 2,881 2021 1,743 2022 1,001 2023 305 Total future minimum lease payments $ 11,882 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of provision for income taxes of continuing operations | The components of the provision for income taxes of continuing operations are as follows: Year Ended September 30, 2018 2017 2016 (in thousands) Current tax provision (benefit): U.S. Federal $ 108 $ (234 ) $ — State 714 613 672 Foreign 795 (210 ) 176 1,617 169 848 Deferred tax (benefit) expense: U.S. Federal (6,796 ) (592 ) 25,338 State (4,182 ) (86 ) 3,890 Foreign 33 58 (3,051 ) (10,945 ) (620 ) 26,177 Total (benefit) provision $ (9,328 ) $ (451 ) $ 27,025 |
Schedule of significant components of deferred tax assets and liabilities | Significant components of the Company's deferred tax assets and liabilities are as follows: September 30, 2018 2017 (in thousands) Deferred tax assets: Net operating losses—Foreign $ 10,163 $ 9,171 Net operating losses—U.S. 32,328 31,133 Accrued vacation and bonus 437 859 Inventory capitalization 238 1,315 Inventory reserve — 1,903 Allowance for doubtful accounts 47 98 Stock compensation expense 3,455 6,689 Amortization of intangibles — 2,753 Restructuring costs 353 913 Other 1,158 3,134 Total deferred tax assets before valuation allowance 48,179 57,968 Less: valuation allowance (39,337 ) (54,379 ) Net deferred tax assets 8,842 3,589 Deferred tax liabilities: Amortization of intangibles 204 — Amortization of goodwill 5,949 9,000 Depreciation 37 185 Capitalized costs 2,542 3,032 Pension liability 556 372 Total deferred tax liabilities $ 9,288 $ 12,589 Net deferred taxes $ (446 ) $ (9,000 ) |
Schedule of reconciliation of U.S. federal statutory rate to effective rate for continuing operations | The reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations is as follows: Year Ended September 30, 2018 2017 2016 U.S. statutory rate 24.5 % 35.0 % 35.0 % Permanent items (1.2 )% (0.9 )% (4.2 )% State taxes 0.1 % 1.2 % 1.9 % Net foreign rate differential (1.3 )% (2.8 )% (3.8 )% Unrecognized tax benefits (0.5 )% 3.5 % (2.2 )% Change in valuation allowance (31.6 )% (34.8 )% (108.8 )% Benefit from new Tax Act 51.3 % — % — % Other 3.30 % (0.06 )% — % Provision for income taxes 44.6 % 1.1 % (82.1 )% |
Schedule of reconciliation unrecognized tax benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended September 30, (In thousands) 2018 2017 2016 Beginning balance at October 1 $ — $ 725 $ — Additions based on positions related to the current year — — — Additions for tax positions of prior years 107 1,426 725 Reductions for tax positions of prior years (107 ) (229 ) — Settlements — (1,922 ) — Balance at September 30 $ — $ — $ 725 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Summary of stock option activity | A summary of the Company's stock option activity for the years ended September 30, 2018 , 2017 , and 2016 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2015 1,472,643 $ 17.46 Options granted 583,228 6.68 Options exercised (1,251 ) 7.48 Options canceled (346,133 ) 16.99 Options outstanding at September 30, 2016 1,708,487 13.91 Options granted 232,845 9.18 Options exercised (12,421 ) 7.41 Options canceled (223,938 ) 13.00 Options outstanding at September 30, 2017 1,704,973 13.43 Options granted 671,644 5.09 Options assumed in business acquisition 47,201 1.21 Options exercised (57,665 ) 7.01 Options canceled (347,830 ) 13.82 Options outstanding at September 30, 2018 2,018,323 10.49 Options exercisable at September 30, 2018 1,060,958 14.74 |
Summary of information about options outstanding and exercisable | The following table summarizes information about options outstanding at September 30, 2018 : Options Outstanding Range of Exercise Price Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $0.99 - $4.70 357,848 9.11 $ 4.07 $4.71 - $6.40 441,934 6.34 5.61 $6.41 - $8.24 385,924 7.30 6.98 $8.25 - $11.08 406,929 5.64 9.52 $11.09 - $46.72 425,688 3.82 25.04 The following table summarizes information about options exercisable at September 30, 2018 : Options Exercisable Range of Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $0.99 - $4.70 6,121 8.32 $ 1.21 $4.71 - $6.40 224,234 7.30 6.29 $6.41 - $8.24 135,138 6.13 7.01 $8.25 - $11.08 270,402 5.24 9.71 $11.09 - $46.72 425,063 3.82 25.06 |
Summary of information about assumptions used in valuing options granted | The following table summarizes information about assumptions used in valuing options granted: Year ended September 30 2018 2017 2016 Dividend yield — — — Expected volatility 50.76% - 58.59% 54.22% - 54.93% 51.5% - 58.6% Risk-free interest rate 0.47% - 2.72% 1.65% - 2.17% 0.5% - 1.5% Expected term 3.8 3.8 4.0 |
Summary of restricted share activity | A summary of the Company's restricted share activity for the years ended September 30, 2018 , 2017 , and 2016 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2015 2,367,187 $ 16.08 Restricted shares granted 1,504,655 5.54 Restricted shares vested (715,188 ) 16.09 Restricted shares canceled (495,409 ) 20.25 Unvested restricted shares at September 30, 2016 2,661,245 9.34 Restricted shares granted 849,352 8.78 Restricted shares vested (748,266 ) 11.04 Restricted shares canceled (571,900 ) 9.81 Unvested restricted shares at September 30, 2017 2,190,431 8.42 Restricted shares granted 1,282,401 6.81 Restricted shares vested (617,620 ) 9.22 Restricted shares canceled (538,356 ) 8.78 Unvested restricted shares at September 30, 2018 2,316,856 7.23 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in financial assets and earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2018 , are as follows (dollars in thousands): Contingent Consideration Financial Instruments Balance at September 30, 2016 $ — $ 2,200 Acquisition of financial assets — 2,662 Settlements — (4,944 ) Change in fair value of financial assets — 573 Balance at September 30, 2017 — 491 Acquisition of financial assets — — Earn-out from business acquisition 1,200 — Settlements — (401 ) Change in fair value 100 (90 ) Balance at September 30, 2018 $ 1,300 $ — |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Defined Benefit Plan [Abstract] | |
Schedule of net periodic benefit cost recognized | The net periodic benefit cost recognized for the years ended September 30, 2018 , 2017 and 2016 , included the following components: Qualified Defined Benefit Pension Plan Year Ended September 30, 2018 2017 2016 (in thousands) Interest cost $ 651 $ 582 $ 814 Expected return on plan assets (986 ) (826 ) (1,066 ) Total net periodic benefit $ (335 ) $ (244 ) $ (252 ) |
Schedule of reconciliation of benefit obligations, plan assets, and funded status related to qualified defined benefit pension plan | Year Ended September 30, 2018 2017 (in thousands) Change in plan assets Beginning balance at fair value $ 26,943 $ 25,767 Actual return on plan assets 1,175 569 Benefits paid (2,297 ) (718 ) Employer's contributions — 552 Foreign currency exchange rate changes (689 ) 773 Ending balance at fair value $ 25,132 $ 26,943 Overfunded (underfunded) status of the Plan $ 2,906 $ 1,859 The following table provides a reconciliation of benefit obligations, plan assets, and funded status related to the Company's qualified defined benefit pension plan for the years ended September 30, 2018 and September 30, 2017 : Qualified Defined Benefit Pension Plan Year Ended September 30, 2018 2017 (in thousands) Change in benefit obligation Beginning balance $ 25,085 $ 26,321 Interest cost 651 582 Benefits paid (2,297 ) (718 ) Actuarial loss/(gain) (590 ) (1,861 ) Foreign currency exchange rate changes (623 ) 761 Ending balance $ 22,226 $ 25,085 |
Schedule of amount recognized in other comprehensive loss related to qualified defined benefit pension plan, net of tax | The amount recognized in other comprehensive loss related to the Company's qualified defined benefit pension plan, net of tax, for the years ended September 30, 2018 and September 30, 2017 , is shown in the following table: Qualified Defined Benefit Pension Plan Year Ended September 30, 2018 2017 (in thousands) Accumulated Other Comprehensive (Income) Loss Accumulated Other Comprehensive (Income) Loss at beginning of year $ (123 ) $ 1,226 Net actuarial gains (773 ) (1,589 ) Foreign currency exchange rate changes 4 240 Accumulated Other Comprehensive (Income) at end of year $ (892 ) $ (123 ) |
Schedule of actuarial assumptions used to determine (benefit) obligations and net periodic benefit cost | The actuarial assumptions used to determine the benefit obligations at September 30, 2018 and September 30, 2017 , and to determine the net periodic (benefit) cost for the year were as follows: Qualified Defined Benefit Pension Plan 2018 2017 Discount rate 2.90 % 2.70 % Expected return on plan assets 4.00 % 3.80 % Increases to non-GMP pensions in payment accrued pre 4/6/97 — % — % Increases to non-GMP pensions in payment accrued post 4/6/97 2.20 % 2.10 % Rate of increases to deferred CPI linked benefits 2.20 % 2.10 % Rate of increases to deferred RPI linked benefits 3.30 % 3.20 % |
Schedule of expected benefit payments to participants | The Company's pension plan expects to make the following benefit payments to participants over the next 10 years: Pension Benefits (in thousands) Year ending September 30, 2019 $ 753 2020 770 2021 675 2022 726 2023 786 2024 through 2028 4,027 Total $ 7,737 |
Schedule of allocation of plan assets | The assets consisted of the following as of September 30, 2018 : Actual 2018 Equity securities 45.7 % Fixed-income securities 53.1 % Cash equivalents 1.2 % Total 100.0 % |
Schedule of fair value of assets of qualified defined benefit pension plan by asset category and level within fair value hierarchy | The following table presents the fair value of the assets of the Company's qualified defined benefit pension plan by asset category and their level within the fair value hierarchy, which has three levels based on reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets, Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. Balance as of September 30, 2017 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 11,778 $ — $ 11,778 Fixed-income securities — 14,795 — 14,795 Cash equivalents 371 — — 371 Total $ 371 $ 26,573 $ — $ 26,944 Balance as of September 30, 2018 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 11,489 $ — $ 11,489 Fixed-income securities — 13,347 — 13,347 Cash equivalents 296 — — 296 Total $ 296 $ 24,836 $ — $ 25,132 |
Business Realignment Expenses (
Business Realignment Expenses (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of significant components and activity in business realignment initiatives | The table below sets forth the significant components and activity in the liability for business realignment initiatives during the year ended September 30, 2018 , on a segment and consolidated basis: (in thousands) Liability Balance at September 30, 2016 Business Realignment Expenses Cash Payments Liability Balance at September 30, 2017 Business Realignment Expenses Cash Payments Liability Balance at September 30, 2018 Employee severance and benefit costs: CAG $ — $ 1,037 $ (244 ) $ 793 $ 979 $ (1,683 ) $ 89 Corporate & Other — 570 (171 ) 399 472 (850 ) 21 Total employee severance and benefit costs $ — $ 1,607 $ (415 ) $ 1,192 $ 1,451 $ (2,533 ) $ 110 Occupancy and other costs: CAG — — — — 739 (280 ) 459 Corporate & Other — 2,616 (628 ) 1,988 (248 ) (933 ) 807 Total occupancy and other costs $ — $ 2,616 $ (628 ) $ 1,988 $ 491 $ (1,213 ) $ 1,266 Total business realignment $ — $ 4,223 $ (1,043 ) $ 3,180 $ 1,942 $ (3,746 ) $ 1,376 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Total long-lived assets by geographic areas are presented as follows: September 30, September 30, (in thousands) 2018 2017 United States $ 16,367 $ 16,142 Rest of the world 243 651 Consolidated $ 16,610 $ 16,793 Property and equipment, additions by segment are presented as follows: September 30, September 30, (in thousands) 2018 2017 GovDeals $ 402 $ 223 CAG 106 938 RSCG 1,450 733 Machinio 20 — Corporate & Other 3,818 5,911 Consolidated $ 5,796 $ 7,805 The following table sets forth certain financial information for the Company's reportable segments. Year Ended September 30, (in thousands) 2018 2017 2016 GovDeals: Revenue $ — $ — $ — Fee revenue 30,214 26,853 22,802 Total revenue 30,214 26,853 22,802 Gross profit 27,990 25,172 21,422 Depreciation and amortization 240 245 241 Other operating expenses (32 ) — — CAG: Revenue 57,717 100,160 140,210 Fee revenue 30,308 44,971 51,555 Total revenue 88,025 145,131 191,765 Gross profit 48,873 71,934 109,373 Depreciation and amortization 269 1,222 1,837 Other operating expenses 1,143 465 — RSCG: Revenue 88,295 85,766 88,986 Fee revenue 13,659 9,265 5,232 Total revenue 101,954 95,032 94,218 Gross profit 33,009 30,050 29,903 Depreciation and amortization 1,304 1,134 974 Other operating expenses 4 — — Machinio: Revenue — — — Fee revenue 653 — — Total revenue 653 — — Gross profit 501 — — Depreciation and amortization 366 — — Other operating expenses — — — Corporate & Other: Revenue 3,665 2,644 4,632 Fee revenue 3 356 3,037 Total revenue 3,668 2,999 7,669 Gross profit (661 ) (2,666 ) 1,415 Depreciation and amortization 2,420 3,195 3,449 Other operating expenses 277 3,187 — Consolidated: Revenue 149,677 188,570 233,828 Fee revenue 74,837 81,445 82,626 Total revenue 224,514 270,015 316,454 Gross profit 109,712 124,490 162,113 Depreciation and amortization 4,599 5,796 6,502 Other operating expenses $ 1,392 $ 3,651 $ — Revenue attributed to countries that represent a significant portion of consolidated revenues are as follows: Year Ended September 30, (in thousands) 2018 2017 2016 United States $ 193,240 $ 240,102 $ 281,328 Rest of the world 31,274 29,913 35,126 Consolidated $ 224,514 $ 270,015 $ 316,454 Total segment assets reconciled to consolidated amounts are as follows: September 30, September 30, (in thousands) 2018 2017 Segment Assets: GovDeals $ 47,632 $ 43,262 CAG 100,145 115,514 RSCG 19,248 39,766 Machinio 23,306 — Corporate & Other 11,501 16,687 Total Segment Assets: $ 201,832 $ 215,229 |
Reconciliation of Revenue from Segments to Consolidated | The following table presents a reconciliation between gross profit used in the reportable segments and the Company's consolidated results: Year Ended September 30, (in thousands) 2018 2017 2016 Reconciliation: Gross profit 109,712 124,490 162,113 Operating expenses 129,713 160,839 196,231 Other operating expenses 1,392 3,651 — Interest (income) expense and other expense, net (450 ) (362 ) (1,217 ) (Benefit) provision for income taxes (9,328 ) (451 ) 27,025 Net loss $ (11,615 ) $ (39,187 ) $ (59,926 ) |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly consolidated statement of operations data | The following table sets forth for the eight most recent quarters the selected unaudited quarterly consolidated statement of operations data. The unaudited quarterly consolidated statement of operations data has been prepared on the same basis as the Company's audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of this data. Three months ended Dec. 31, 2016 Mar. 31, 2017 June 30, 2017 Sept. 30, 2017 Dec. 31, 2017 Mar. 31, 2018 June 30, 2018 Sept. 30, 2018 (in thousands, except share and per share data) Revenue from operations $ 70,796 $ 72,335 $ 65,520 $ 61,364 $ 61,143 $ 60,097 $ 50,569 $ 52,705 Gross Profit $ 33,977 $ 32,811 $ 29,918 $ 27,784 $ 30,200 $ 27,511 $ 27,144 $ 24,857 Loss before provision for income taxes from operations $ (8,294 ) $ (8,305 ) $ (8,573 ) $ (14,466 ) $ (6,027 ) $ (5,276 ) $ (3,093 ) $ (6,547 ) Net loss from operations $ (8,397 ) $ (8,252 ) $ (8,614 ) $ (13,924 ) $ (1,212 ) $ (5,655 ) $ (3,705 ) $ (1,043 ) Basic and diluted loss per common share $ (0.27 ) $ (0.26 ) $ (0.27 ) $ (0.44 ) $ (0.04 ) $ (0.18 ) $ (0.12 ) $ (0.03 ) Basic and diluted weighted average shares outstanding 31,261,603 31,361,122 31,485,599 31,503,349 31,876,603 31,972,752 32,104,368 32,425,669 |
Organization (Details)
Organization (Details) client in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2018reportablesegmentclient | Sep. 30, 2018reportablesegmentcategoriesclient | Jul. 10, 2018 | |
Business Acquisition [Line Items] | |||
Number of product categories offered (in categories) | categories | 500 | ||
Number of clients | client | 11 | 11 | |
Reportable segments (in segments) | reportablesegment | 5 | 5 | |
Machinio | |||
Business Acquisition [Line Items] | |||
Percentage acquired | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Short-term Investments (Details) | Sep. 30, 2018 |
Minimum | |
Short-term Debt [Line Items] | |
Interest rate | 2.00% |
Maximum | |
Short-term Debt [Line Items] | |
Interest rate | 2.50% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2018 | Sep. 30, 2017 |
Inventory [Line Items] | ||
Inventory reserve | $ 0.5 | $ 4.6 |
IronDirect | ||
Inventory [Line Items] | ||
Inventory reserve | $ 3.1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Other Assets (Details) - Tanager Acquisitions Promissory Note - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2015 | |
Receivables with Imputed Interest [Line Items] | ||
Receivable with imputed interest, face amount | $ 12.3 | |
Receivable with imputed interest, term (in years) | 5 years | |
Proceeds from collection of notes receivable | $ 4 | |
Receivable with imputed interest, net amount | 8.3 | |
Other Assets | ||
Receivables with Imputed Interest [Line Items] | ||
Receivable with imputed interest, net amount | 6.3 | |
Prepaid Expenses and Other Current Assets | ||
Receivables with Imputed Interest [Line Items] | ||
Receivable with imputed interest, net amount | $ 2 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - PP&E (Details) | 12 Months Ended |
Sep. 30, 2018 | |
Computers and purchased software | Minimum | |
Property and Equipment | |
Estimated useful life | 1 year |
Computers and purchased software | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Office equipment | Minimum | |
Property and Equipment | |
Estimated useful life | 3 years |
Office equipment | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Furniture and fixtures | Minimum | |
Property and Equipment | |
Estimated useful life | 5 years |
Furniture and fixtures | Maximum | |
Property and Equipment | |
Estimated useful life | 7 years |
Internally developed software for internal-use | |
Property and Equipment | |
Estimated useful life | 7 years |
Buildings | |
Property and Equipment | |
Estimated useful life | 39 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Intangible Assets and Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Intangible Assets | ||
Impairment of long-lived assets | $ 0 | |
Minimum | ||
Intangible Assets | ||
Useful Life (in years) | 3 years | |
Maximum | ||
Intangible Assets | ||
Useful Life (in years) | 10 years | |
Contract Intangible | IronDirect | ||
Intangible Assets | ||
Impairment of contract intangible asset | $ 1,200,000 | |
Leasehold improvements | IronDirect | ||
Intangible Assets | ||
Impairment of long-lived assets | $ 600,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Deferred Revenue (Details) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Timing of revenue recognition | Deferred revenue is primarily derived from subscription fees charged to customers for promotional placement on Machinio's search engine over periods ranging from one to fifteen months. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Concentration (Details) - contract | Oct. 11, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Surplus Contract | ||||
Risk Associated with Certain Concentrations | ||||
Number of contracts | 2 | |||
U.S. Department of Defense | ||||
Risk Associated with Certain Concentrations | ||||
Number of contracts | 2 | 2,000 | 2,000 | |
U.S. Department of Defense | Revenue | Surplus Contract | ||||
Risk Associated with Certain Concentrations | ||||
Concentration risk (as a percent) | 12.40% | 27.60% | 31.00% | |
U.S. Department of Defense | Revenue | Scrap Contract | ||||
Risk Associated with Certain Concentrations | ||||
Concentration risk (as a percent) | 10.20% | 11.10% | 10.20% | |
Supplier Concentration Risk | Cost of Goods Sold | Contract with commercial client | ||||
Risk Associated with Certain Concentrations | ||||
Concentration risk (as a percent) | 33.70% | 21.80% | 12.10% | |
Maximum | ||||
Risk Associated with Certain Concentrations | ||||
Term for release of funds to the seller | 30 days |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ (107) | |
Retained Earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | (207) | |
Retained Earnings | Accounting Standards Update 2016-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ (200) | |
Minimum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Shares and options vesting period | 1 year | |
Maximum | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Shares and options vesting period | 4 years |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Advertising Costs and AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | $ 132,636 | $ 162,611 | $ 216,002 |
Current-period other comprehensive (loss) income | (18) | 2,140 | (2,945) |
Balance | 129,654 | 132,636 | 162,611 |
Advertising Costs | |||
Advertising costs | 3,600 | 5,200 | 6,000 |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (6,794) | (7,345) | (6,947) |
Current-period other comprehensive (loss) income | (791) | 551 | (398) |
Balance | (7,585) | (6,794) | (7,345) |
Net Change Pension and Other Post Retirement Benefit Plans | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | 363 | (1,226) | 1,321 |
Current-period other comprehensive (loss) income | 773 | 1,589 | (2,547) |
Balance | 1,136 | 363 | (1,226) |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (6,431) | (8,571) | (5,626) |
Current-period other comprehensive (loss) income | (18) | 2,140 | (2,945) |
Balance | $ (6,449) | $ (6,431) | $ (8,571) |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Jul. 10, 2018 | Sep. 30, 2018 |
Minimum | ||
Business Acquisition [Line Items] | ||
Interest rate | 2.00% | |
Maximum | ||
Business Acquisition [Line Items] | ||
Interest rate | 2.50% | |
Machinio | ||
Business Acquisition [Line Items] | ||
Maximum earn-out | $ 5 | |
Fair value of earn-out | $ 1.2 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Options | |||
Earnings per Share | |||
Anti-dilutive securities | 1,170,125 | 1,023,072 | 1,284,689 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Accounting Standards Adopted (Details) - USD ($) $ in Thousands | Oct. 01, 2018 | Sep. 30, 2017 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ (107) | |
Retained Earnings | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | (207) | |
Retained Earnings | Accounting Standards Update 2016-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ (200) | |
Scenario, Forecast | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Contract asset | $ 800 | |
Scenario, Forecast | Difference between Revenue Guidance in Effect before and after Topic 606 | Retained Earnings | Accounting Standards Update 2014-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | 800 | |
Scenario, Forecast | Difference between Revenue Guidance in Effect before and after Topic 606 | Retained Earnings | Accounting Standards Update 2014-09 - Recognition Of Variable Compensation | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | 700 | |
Scenario, Forecast | Difference between Revenue Guidance in Effect before and after Topic 606 | Retained Earnings | Accounting Standards Update 2014-09 - Recognition Of Sales Commissions | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Adjustment to retained earnings | $ 100 |
Significant Contracts (Details)
Significant Contracts (Details) | Oct. 11, 2017contract | Dec. 31, 2016 | Sep. 30, 2018USD ($)optioncontract | Sep. 30, 2017USD ($)contract | Sep. 30, 2016USD ($)contract |
Significant Contracts | |||||
Liability for inventory included in accrued expenses and other current liabilities | $ | $ 21,373,000 | $ 30,193,000 | |||
U.S. Department of Defense | |||||
Significant Contracts | |||||
Number of contracts | contract | 2 | 2,000 | 2,000 | ||
Surplus Contract | |||||
Significant Contracts | |||||
Number of contracts | contract | 2 | ||||
Liability for inventory included in accrued expenses and other current liabilities | $ | $ 0 | $ 6,200,000 | $ 16,100,000 | ||
Surplus Contract | U.S. Department of Defense | Revenue | |||||
Significant Contracts | |||||
Concentration risk (as a percent) | 12.40% | 27.60% | 31.00% | ||
Surplus Contract | Non-rolling stock surplus contract | |||||
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 (as a percent) | 100.00% | ||||
Scrap Contract | |||||
Significant Contracts | |||||
Term of contract (in years) | 36 months | ||||
Number of contract extensions | option | 2 | ||||
Renewal options extended term | 12 months | ||||
Adjusted percentage of profit sharing distribution | 64.50% | ||||
Scrap Contract | U.S. Department of Defense | Revenue | |||||
Significant Contracts | |||||
Concentration risk (as a percent) | 10.20% | 11.10% | 10.20% |
Acquisition - Narrative (Detai
Acquisition - Narrative (Details) | Jul. 10, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ 59,819,000 | $ 45,388,000 | $ 45,134,000 | $ 64,073,000 | |
Net operating loss since acquisition | (900,000) | ||||
Machinio | |||||
Business Acquisition [Line Items] | |||||
Percentage acquired | 100.00% | ||||
Consideration paid | $ 19,900,000 | ||||
Cash | 1,500,000 | ||||
Purchase price, net | 16,700,000 | ||||
Value of stock issued | 2,000,000 | ||||
Maximum earn-out | 5,000,000 | ||||
Fair value of earn-out | 1,200,000 | ||||
Value of shares issued | 4,700,000 | ||||
Goodwill | 14,558,000 | ||||
Goodwill deductible for tax purposes | $ 0 | ||||
Net sales since acquisition date | $ 700,000 | ||||
Minimum | Measurement Input, Rate Of Return | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, measurement input | 0.30 | ||||
Deferred revenue, measurement input | 0.30 | ||||
Contingent consideration, measurement input | 0.12 | ||||
Maximum | Measurement Input, Rate Of Return | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, measurement input | 0.35 | ||||
Deferred revenue, measurement input | 0.35 | ||||
Contingent consideration, measurement input | 0.17 |
Acquisition - Purchase Price Al
Acquisition - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jul. 10, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 59,819 | $ 45,388 | $ 45,134 | $ 64,073 | |
Machinio | |||||
Business Acquisition [Line Items] | |||||
Other Current Assets | $ 106 | ||||
Goodwill | 14,558 | ||||
Property and equipment and other long-term assets | 252 | ||||
Liabilities excluding deferred revenue | (956) | ||||
Deferred revenue | (1,400) | ||||
Total consideration | 19,860 | ||||
Customer Relationships | Machinio | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 3,100 | ||||
Developed Technology | Machinio | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | 2,700 | ||||
Trade Name | Machinio | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 1,500 |
Acquisition - Pro Forma (Detail
Acquisition - Pro Forma (Details) - Machinio - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||
Revenue | $ 228,484 | $ 272,231 |
Net loss | $ (12,857) | $ (42,289) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Property and Equipment | |||
Property, plant, and equipment | $ 27,688,000 | $ 48,387,000 | |
Less: Accumulated depreciation and amortization | (11,078,000) | (31,594,000) | |
Property and equipment, net | 16,610,000 | 16,793,000 | |
Depreciation and amortization | 4,200,000 | 4,800,000 | $ 5,100,000 |
Capitalized internally developed software for internal-use | 5,796,000 | 7,805,000 | |
Impairment of long-lived assets | 0 | ||
Computers and purchased software | |||
Property and Equipment | |||
Property, plant, and equipment | 2,488,000 | 23,724,000 | |
Internally developed software for internal-use | |||
Property and Equipment | |||
Property, plant, and equipment | 8,094,000 | 7,100,000 | |
Depreciation and amortization | 1,400,000 | 400,000 | $ 0 |
Property, plant and equipment transfer | 400,000 | 3,900,000 | |
Capitalized internally developed software for internal-use | 2,500,000 | 3,200,000 | |
Office/Operational equipment | |||
Property and Equipment | |||
Property, plant, and equipment | 5,957,000 | 6,845,000 | |
Leasehold improvements | |||
Property and Equipment | |||
Property, plant, and equipment | 2,918,000 | 4,167,000 | |
Building | |||
Property and Equipment | |||
Property, plant, and equipment | 2,572,000 | 2,558,000 | |
Furniture and fixtures | |||
Property and Equipment | |||
Property, plant, and equipment | 1,056,000 | 1,247,000 | |
Vehicles | |||
Property and Equipment | |||
Property, plant, and equipment | 858,000 | 1,048,000 | |
Land | |||
Property and Equipment | |||
Property, plant, and equipment | 754,000 | 754,000 | |
Construction in progress | |||
Property and Equipment | |||
Property, plant, and equipment | $ 2,991,000 | 944,000 | |
IronDirect | Leasehold improvements | |||
Property and Equipment | |||
Impairment of long-lived assets | $ 600,000 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018USD ($)reportablesegment | Sep. 30, 2017USD ($)reportablesegment | Sep. 30, 2016USD ($)reportablesegment | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Number of reporting units | reportablesegment | 5 | 4 | 5 |
Impairment charge | $ 18,998 | ||
Accumulated goodwill impairment loss | $ 168,600 | $ 168,600 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | $ 45,388 | $ 45,134 | $ 64,073 | |
Reallocation of goodwill | 0 | |||
Impairment charge | (18,998) | |||
Translation adjustments | (127) | 254 | 59 | |
Business acquisition | 14,558 | |||
Balance at the end of the period | $ 45,134 | 59,819 | 45,388 | 45,134 |
RSCG | ||||
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | 0 | 0 | 18,604 | |
Reallocation of goodwill | 0 | |||
Impairment charge | (19,000) | (18,998) | ||
Translation adjustments | 0 | 0 | 394 | |
Business acquisition | 0 | |||
Balance at the end of the period | 0 | 0 | 0 | 0 |
CAG | ||||
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | 21,657 | 21,403 | 45,469 | |
Reallocation of goodwill | (23,731) | |||
Impairment charge | 0 | |||
Translation adjustments | (127) | 254 | (335) | |
Business acquisition | 0 | |||
Balance at the end of the period | 21,403 | 21,530 | 21,657 | 21,403 |
GovDeals | ||||
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | 23,731 | 23,731 | 0 | |
Reallocation of goodwill | 23,731 | |||
Translation adjustments | 0 | 0 | 0 | |
Business acquisition | 0 | |||
Balance at the end of the period | 23,731 | 23,731 | 23,731 | 23,731 |
Machinio | ||||
Goodwill [Roll Forward] | ||||
Balance at the beginning of the period | 0 | 0 | 0 | |
Reallocation of goodwill | 0 | |||
Impairment charge | 0 | |||
Translation adjustments | 0 | 0 | 0 | |
Business acquisition | 14,558 | |||
Balance at the end of the period | $ 0 | $ 14,558 | $ 0 | $ 0 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Jul. 10, 2018 | |
Intangible Assets | |||||
Gross Carrying Amount | $ 8,069,000 | $ 943,000 | |||
Accumulated Amortization | (703,000) | (516,000) | |||
Net Carrying Amount | 7,366,000 | 427,000 | |||
Amortization expense | $ 400,000 | 1,000,000 | $ 1,400,000 | ||
Minimum | |||||
Intangible Assets | |||||
Useful Life (in years) | 3 years | ||||
Maximum | |||||
Intangible Assets | |||||
Useful Life (in years) | 10 years | ||||
Contract intangibles | |||||
Intangible Assets | |||||
Useful Life (in years) | 6 years | ||||
Gross Carrying Amount | $ 3,100,000 | 0 | |||
Accumulated Amortization | (129,000) | 0 | |||
Net Carrying Amount | $ 2,971,000 | 0 | |||
Contract intangibles | Weighted Average | |||||
Intangible Assets | |||||
Useful Life (in years) | 6 years | ||||
Brand and technology | |||||
Intangible Assets | |||||
Useful Life (in years) | 5 years | ||||
Gross Carrying Amount | $ 2,700,000 | 0 | |||
Accumulated Amortization | (135,000) | 0 | |||
Net Carrying Amount | $ 2,565,000 | 0 | |||
Brand and technology | Weighted Average | |||||
Intangible Assets | |||||
Useful Life (in years) | 5 years | ||||
Patent and trademarks | |||||
Intangible Assets | |||||
Gross Carrying Amount | $ 2,269,000 | 943,000 | |||
Accumulated Amortization | (439,000) | (516,000) | |||
Net Carrying Amount | $ 1,830,000 | 427,000 | |||
Patent and trademarks | Minimum | |||||
Intangible Assets | |||||
Useful Life (in years) | 7 years | ||||
Patent and trademarks | Maximum | |||||
Intangible Assets | |||||
Useful Life (in years) | 10 years | ||||
Patent and trademarks | Weighted Average | |||||
Intangible Assets | |||||
Useful Life (in years) | 7 years 9 months 7 days | ||||
Noncompete Agreements | TruckCenter | |||||
Intangible Assets | |||||
Write off of intangible asset | $ 100,000 | ||||
Unamortized value of intangible asset | 0 | ||||
IronDirect | Contract intangibles | |||||
Intangible Assets | |||||
Write off of intangible asset | $ 1,200,000 | ||||
Machinio | |||||
Intangible Assets | |||||
Percentage acquired | 100.00% |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Future expected amortization of intangible assets | ||
2,019 | $ 1,338 | |
2,020 | 1,336 | |
2,021 | 1,330 | |
2,022 | 1,322 | |
2,023 | 1,177 | |
2024 and after | 863 | |
Net Carrying Amount | $ 7,366 | $ 427 |
Commitments (Details)
Commitments (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 16, 2017ft² | |
Operating Leased Assets [Line Items] | |||||
Deferred rent charges included in other long-term liabilities | $ 600 | $ 600 | |||
Rent expense | 10,700 | 10,800 | $ 11,500 | ||
Future minimum payments under the leases | |||||
2,019 | 5,952 | ||||
2,020 | 2,881 | ||||
2,021 | 1,743 | ||||
2,022 | 1,001 | ||||
2,023 | 305 | ||||
Total future minimum lease payments | 11,882 | ||||
Other Operating Expense | |||||
Operating Leased Assets [Line Items] | |||||
Cease use charge | 2,000 | ||||
Office space | Bethesda, Maryland | |||||
Operating Leased Assets [Line Items] | |||||
Number of square feet | ft² | 18,412 | ||||
Office space | DISTRICT OF COLUMBIA | Other Operating Expense | |||||
Operating Leased Assets [Line Items] | |||||
Cease use charge | $ 2,000 | $ 2,000 | |||
Subsequent Event | Office space | DISTRICT OF COLUMBIA | Other Operating Expense | |||||
Operating Leased Assets [Line Items] | |||||
Cease use charge | $ 300 |
401(k) Benefit Plan (Details)
401(k) Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Contribution Plan [Abstract] | |||
Amount contributed and recorded expense under the 401(k) Benefit Plan | $ 1.4 | $ 2.1 | $ 1.7 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Current tax provision (benefit): | |||
U.S. Federal | $ 108 | $ (234) | $ 0 |
State | 714 | 613 | 672 |
Foreign | 795 | (210) | 176 |
Current income tax expense | 1,617 | 169 | 848 |
Deferred tax (benefit) expense: | |||
U.S. Federal | (6,796) | (592) | 25,338 |
State | (4,182) | (86) | 3,890 |
Foreign | 33 | 58 | (3,051) |
Total deferred tax (benefit) expense | (10,945) | (620) | 26,177 |
Total (benefit) provision | $ (9,328) | $ (451) | $ 27,025 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Deferred tax assets: | ||
Net operating losses—Foreign | $ 10,163 | $ 9,171 |
Net operating losses—U.S. | 32,328 | 31,133 |
Accrued vacation and bonus | 437 | 859 |
Inventory capitalization | 238 | 1,315 |
Inventory reserve | 0 | 1,903 |
Allowance for doubtful accounts | 47 | 98 |
Stock compensation expense | 3,455 | 6,689 |
Amortization of intangibles | 0 | 2,753 |
Restructuring costs | 353 | 913 |
Other | 1,158 | 3,134 |
Total deferred tax assets before valuation allowance | 48,179 | 57,968 |
Less: valuation allowance | (39,337) | (54,379) |
Net deferred tax assets | 8,842 | 3,589 |
Deferred tax liabilities: | ||
Amortization of intangibles | 204 | 0 |
Amortization of goodwill | 5,949 | 9,000 |
Depreciation | 37 | 185 |
Capitalized costs | 2,542 | 3,032 |
Pension liability | 556 | 372 |
Total deferred tax liabilities | 9,288 | 12,589 |
Net deferred taxes | $ (446) | $ (9,000) |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations | |||
U.S. statutory rate (as a percent) | 24.53% | 35.00% | 35.00% |
Permanent items (as a percent) | (1.20%) | (0.90%) | (4.20%) |
State taxes (as a percent) | 0.10% | 1.20% | 1.90% |
Net foreign rate differential (as a percent) | (1.30%) | (2.80%) | (3.80%) |
Unrecognized tax benefits (as a percent) | (0.50%) | 3.50% | (2.20%) |
Change in valuation allowance (as a percent) | (31.60%) | (34.80%) | (108.80%) |
Benefit from new Tax Act (as a percent) | 51.30% | 0.00% | 0.00% |
Other (as a percent) | 3.30% | (0.06%) | 0.00% |
Provision for income taxes (as a percent) | 44.60% | 1.10% | (82.10%) |
Income Taxes - CarryForwards (D
Income Taxes - CarryForwards (Details) - USD ($) $ in Thousands | Jul. 10, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 |
Net operating loss (NOL) carryforwards | ||||
Deferred tax assets related to available federal and state NOL carryforwards | $ 28,400 | $ 45,400 | ||
Deferred tax assets related to available foreign NOL carryforwards | $ 10,163 | $ 9,171 | ||
U.S. statutory rate (as a percent) | 24.53% | 35.00% | 35.00% | |
Valuation allowance, deferred tax asset, decrease | $ 10,700 | |||
Increase (decrease) in valuation allowance | 15,000 | |||
Valuation allowance | 39,337 | $ 54,379 | ||
Undistributed foreign earnings | 7,900 | |||
Cash and cash equivalents held overseas on which taxes would be incurred upon repatriation | 14,400 | 14,900 | ||
Reconciliation of unrecognized tax benefits | ||||
Beginning balance | 0 | 725 | $ 0 | |
Additions based on positions related to the current year | 0 | 0 | 0 | |
Additions for tax positions of prior years | 107 | 1,426 | 725 | |
Reductions for tax positions of prior years | (107) | (229) | 0 | |
Settlements | 0 | (1,922) | 0 | |
Ending balance | 0 | 0 | $ 725 | |
Interest expense | 100 | |||
Foreign | ||||
Net operating loss (NOL) carryforwards | ||||
NOL's subject to expiration | 400 | |||
Deferred Tax Asset Related To Change In Tax Rate | ||||
Net operating loss (NOL) carryforwards | ||||
Increase (decrease) in valuation allowance | 10,800 | |||
Deferred Tax Asset Related To Alternative Minimum Tax Credit | ||||
Net operating loss (NOL) carryforwards | ||||
Increase (decrease) in valuation allowance | 10,700 | |||
Deferred Tax Asset Related To Net Operating Loss Carryforward | ||||
Net operating loss (NOL) carryforwards | ||||
Increase (decrease) in valuation allowance | $ 7,200 | |||
Machinio | ||||
Net operating loss (NOL) carryforwards | ||||
Percentage acquired | 100.00% | |||
Consideration paid | $ 19,900 | |||
Acquisition, deferred tax liability | 700 | |||
Acquisition, net operating loss | $ 1,800 | |||
Machinio | Deferred Tax Asset Related To Business Acquisition | ||||
Net operating loss (NOL) carryforwards | ||||
Increase (decrease) in valuation allowance | $ 700 |
Equity Transactions - 2006 Plan
Equity Transactions - 2006 Plan (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 23, 2017 | Feb. 28, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | Jan. 09, 2015 | Sep. 30, 2014 | Dec. 02, 2005 |
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares available for issuance (in shares) | 16,300,000 | 10,000,000 | ||||||
Remaining shares reserved for issuance (in shares) | 2,721,386 | 772,227 | ||||||
Increase in shares available for issuance (in shares) | 3,300,000 | 3,000,000 | ||||||
Reserve shares counted per share granted from fungible share pool (in shares) | 1.5 | |||||||
Stock-based compensation | $ 6.6 | $ 7.4 | $ 12.3 | |||||
Unvested awards | ||||||||
Service costs related to unvested awards, not yet recognized | $ 5.2 | |||||||
Weighted average vesting period for recognition of cost related to unvested awards | 48 months | |||||||
Minimum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 1 year | |||||||
Maximum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 4 years | |||||||
Options | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares available for issuance (in shares) | 671,644 | |||||||
Employee Stock Option - Performance Based | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 12 months | |||||||
Shares available for issuance (in shares) | 418,780 | |||||||
Employee Stock Option - Performance Based | Minimum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Actual payout as a percent of employee target payout, based upon the entity's actual performance during the previous twelve months | 0.00% | |||||||
Employee Stock Option - Performance Based | Maximum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Actual payout as a percent of employee target payout, based upon the entity's actual performance during the previous twelve months | 100.00% | |||||||
Employee Stock Option - Time Based | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 4 years | |||||||
Shares available for issuance (in shares) | 252,864 | |||||||
Restricted shares | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares available for issuance (in shares) | 1,282,401 | |||||||
Granted (in shares) | 1,282,401 | 849,352 | 1,504,655 | |||||
Granted (in dollars per share) | $ 6.81 | $ 8.78 | $ 5.54 | |||||
Forfeited (in shares) | 538,356 | 571,900 | 495,409 | |||||
Restricted Stock - Performance Based | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares available for issuance (in shares) | 915,180 | |||||||
Restricted Stock - Time Based | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 4 years | |||||||
Shares available for issuance (in shares) | 367,221 | |||||||
Cash-settled stock appreciation rights | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Granted (in shares) | 104,055 | 218,550 | ||||||
Granted (in dollars per share) | $ 4.57 | $ 10.30 | ||||||
Forfeited (in shares) | 415,373 | 234,313 | ||||||
Options or stock appreciation rights | Maximum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Number of shares awarded per person per year (in shares) | 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 (in shares) | 700,000 | |||||||
Performance awards | ||||||||
Unvested awards | ||||||||
Service costs related to unvested awards, not yet recognized | $ 9.8 | |||||||
Employee and director options | Minimum | ||||||||
Unvested awards | ||||||||
Exercise price of stock option as a percentage of the fair market value of the common stock on the date of grant | 100.00% | |||||||
Employee and director options | Maximum | ||||||||
Unvested awards | ||||||||
Term of stock option | 10 years | |||||||
Holder of at least 10% of common stock | Incentive Stock Options | Minimum | ||||||||
Unvested awards | ||||||||
Exercise price of stock option as a percentage of the fair market value of the common stock on the date of grant | 110.00% |
Equity Transactions - Acquisiti
Equity Transactions - Acquisition (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2018USD ($)shares | |
Machinio | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Value of shares issued | $ | $ 4.7 |
Machinio | Machinio Corporation 2014 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Value of shares issued | $ | $ 5 |
Restricted stock awards | 2006 Omnibus Long-Term Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | 49,893 |
Restricted stock awards | Machinio | Machinio Corporation 2014 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | 248,577 |
Restricted shares | Machinio | Machinio Corporation 2014 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | 370,370 |
Options | Machinio | Machinio Corporation 2014 Stock Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | 47,202 |
Executives | Restricted shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares issued (in shares) | 297,014 |
Equity Transactions - Employee
Equity Transactions - Employee Options (Details) - Employee and director options - $ / shares | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stock option activity | |||
Options outstanding at the beginning of the period (in shares) | 1,704,973 | 1,708,487 | 1,472,643 |
Options granted (in shares) | 671,644 | 232,845 | 583,228 |
Options assumed in business acquisition (in shares) | 47,201 | ||
Options exercised (in shares) | (57,665) | (12,421) | (1,251) |
Options cancelled (in shares) | (347,830) | (223,938) | (346,133) |
Options outstanding at the end of the period (in shares) | 2,018,323 | 1,704,973 | 1,708,487 |
Options exercisable at the end of the period (in shares) | 1,060,958 | ||
Weighted-Average Exercise Price | |||
Options outstanding at the beginning of the period (in dollars per share) | $ 13.43 | $ 13.91 | $ 17.46 |
Options granted (in dollars per share) | 5.09 | 9.18 | 6.68 |
Options assumed in business acquisition (in dollars per share) | 1.21 | ||
Options exercised (in dollars per share) | 7.01 | 7.41 | 7.48 |
Options cancelled (in dollars per share) | 13.82 | 13 | 16.99 |
Options outstanding at the end of the period (in dollars per share) | 10.49 | $ 13.43 | $ 13.91 |
Options exercisable at the end of the period (in dollars per share) | $ 14.74 |
Equity Transactions - Options (
Equity Transactions - Options (Details) | 12 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Exercise price range one | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | $ 0.99 |
Exercise price, maximum (in dollars per share) | $ 4.70 |
Options Outstanding | |
Number outstanding (in shares) | shares | 357,848 |
Weighted- Average Remaining Contractual Life (in years) | 9 years 1 month 10 days |
Weighted-Average Exercise Price (in dollars per share) | $ 4.07 |
Options Exercisable | |
Number exercisable (in shares) | shares | 6,121 |
Weighted- Average Remaining Contractual Life (in years) | 8 years 3 months 25 days |
Weighted-Average Exercise Price (in dollars per share) | $ 1.21 |
Exercise price range two | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 4.71 |
Exercise price, maximum (in dollars per share) | $ 6.40 |
Options Outstanding | |
Number outstanding (in shares) | shares | 441,934 |
Weighted- Average Remaining Contractual Life (in years) | 6 years 4 months 2 days |
Weighted-Average Exercise Price (in dollars per share) | $ 5.61 |
Options Exercisable | |
Number exercisable (in shares) | shares | 224,234 |
Weighted- Average Remaining Contractual Life (in years) | 7 years 3 months 18 days |
Weighted-Average Exercise Price (in dollars per share) | $ 6.29 |
Exercise price range three | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 6.41 |
Exercise price, maximum (in dollars per share) | $ 8.24 |
Options Outstanding | |
Number outstanding (in shares) | shares | 385,924 |
Weighted- Average Remaining Contractual Life (in years) | 7 years 3 months 18 days |
Weighted-Average Exercise Price (in dollars per share) | $ 6.98 |
Options Exercisable | |
Number exercisable (in shares) | shares | 135,138 |
Weighted- Average Remaining Contractual Life (in years) | 6 years 1 month 17 days |
Weighted-Average Exercise Price (in dollars per share) | $ 7.01 |
Exercise price range four | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 8.25 |
Exercise price, maximum (in dollars per share) | $ 11.08 |
Options Outstanding | |
Number outstanding (in shares) | shares | 406,929 |
Weighted- Average Remaining Contractual Life (in years) | 5 years 7 months 20 days |
Weighted-Average Exercise Price (in dollars per share) | $ 9.52 |
Options Exercisable | |
Number exercisable (in shares) | shares | 270,402 |
Weighted- Average Remaining Contractual Life (in years) | 5 years 2 months 26 days |
Weighted-Average Exercise Price (in dollars per share) | $ 9.71 |
Exercise price range five | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 11.09 |
Exercise price, maximum (in dollars per share) | $ 46.72 |
Options Outstanding | |
Number outstanding (in shares) | shares | 425,688 |
Weighted- Average Remaining Contractual Life (in years) | 3 years 9 months 25 days |
Weighted-Average Exercise Price (in dollars per share) | $ 25.04 |
Options Exercisable | |
Number exercisable (in shares) | shares | 425,063 |
Weighted- Average Remaining Contractual Life (in years) | 3 years 9 months 25 days |
Weighted-Average Exercise Price (in dollars per share) | $ 25.06 |
Equity Transactions - Fair Valu
Equity Transactions - Fair Value (Details) - Employee and director options - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair value assumptions | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum (as a percent) | 50.76% | 54.22% | 51.50% |
Expected volatility, maximum (as a percent) | 58.59% | 54.93% | 58.60% |
Risk free interest rate, minimum (as a percent) | 0.47% | 1.65% | 0.50% |
Risk free interest rate, maximum (as a percent) | 2.72% | 2.17% | 1.50% |
Expected term | 3 years 9 months 18 days | 3 years 9 months 18 days | 4 years |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | |||
Intrinsic value of outstanding shares | $ 1,140,000 | ||
Intrinsic value of exercisable options | $ 50,000 | ||
Stock price (in dollars per share) | $ 6.35 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 2.04 | $ 3.58 | $ 2.07 |
Intrinsic value of options exercised | $ 30,384 | $ 24,032 | $ 3,128 |
Service-based stock options expected to vest (in shares) | 0.6 |
Equity Transactions - Restricte
Equity Transactions - Restricted Shares (Details) - Restricted shares - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restricted share activity | |||
Unvested restricted shares at the beginning of the period (in shares) | 2,190,431 | 2,661,245 | 2,367,187 |
Restricted shares granted (in shares) | 1,282,401 | 849,352 | 1,504,655 |
Restricted shares vested (in shares) | (617,620) | (748,266) | (715,188) |
Restricted shares cancelled (in shares) | (538,356) | (571,900) | (495,409) |
Unvested restricted shares at the end of the period (in shares) | 2,316,856 | 2,190,431 | 2,661,245 |
Weighted-Average Fair Value | |||
Unvested restricted shares at the beginning of the period (in dollars per share) | $ 8.42 | $ 9.34 | $ 16.08 |
Granted (in dollars per share) | 6.81 | 8.78 | 5.54 |
Restricted shares vested (in dollars per share) | 9.22 | 11.04 | 16.09 |
Restricted shares cancelled (in dollars per share) | 8.78 | 9.81 | 20.25 |
Unvested restricted shares at the end of the period (in dollars per share) | $ 7.23 | $ 8.42 | $ 9.34 |
Unvested awards | |||
Intrinsic value of unvested restricted shares | $ 12.8 | ||
Weighted average remaining contractual life of unvested restricted shares | 8 years 5 months 16 days | ||
Stock price (in dollars per share) | $ 6.35 | ||
Service-based restricted stock options expected to vest (in shares) | 1,000,000 |
Equity Transactions - Repurchas
Equity Transactions - Repurchase Program (Details) $ in Millions | 12 Months Ended |
Sep. 30, 2018USD ($)shares | |
Stockholders' Equity Note [Abstract] | |
Shares repurchased (in shares) | shares | 0 |
Remaining repurchase amount | $ | $ 10.1 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ in Millions | Sep. 30, 2018USD ($) |
Fair value measurement | |
Certificates of deposits | $ 20 |
Minimum | |
Fair value measurement | |
Interest rate | 2.00% |
Maximum | |
Fair value measurement | |
Interest rate | 2.50% |
Level 3 | Machinio | |
Fair value measurement | |
Contingent consideration | $ 1.2 |
Fair Value Measurement - Change
Fair Value Measurement - Changes in Level 3 Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value of financial assets | $ (90) | $ 573 | $ 0 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value of financial liabilities | 100 | ||
Recurring basis | Level 3 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance, financial instruments | 491 | 2,200 | |
Acquisition of financial assets | 0 | 2,662 | |
Earn-out from business acquisition | 1,200 | ||
Settlements | (401) | (4,944) | |
Change in fair value of financial assets | (90) | 573 | |
Ending balance, financial instruments | 0 | 491 | 2,200 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance, contingent consideration | 0 | 0 | |
Ending balance, contingent consideration | $ 1,300 | $ 0 | $ 0 |
Defined Benefit Pension Plan -
Defined Benefit Pension Plan - Narrative (Details) | 12 Months Ended | ||
Sep. 30, 2018USD ($)fund | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | |
Information about plan assets | |||
Actual (as a percent) | 100.00% | ||
Equity securities | |||
Information about plan assets | |||
Actual (as a percent) | 45.70% | ||
Defined benefit plan number of pooled funds | fund | 1 | ||
Percentage of UK company shares (as a percentage) | 70.00% | ||
Defined benefit plan pooled funds strategy percentage to be invested in international securities (as a percentage) | 30.00% | ||
Fixed-income securities | |||
Information about plan assets | |||
Actual (as a percent) | 53.10% | ||
Defined benefit plan number of pooled funds | fund | 1 | ||
Cash equivalents | |||
Information about plan assets | |||
Actual (as a percent) | 1.20% | ||
Defined benefit pension plan | |||
Net periodic benefit cost recognized | |||
Interest cost | $ 651,000 | $ 582,000 | $ 814,000 |
Expected return on plan assets | (986,000) | (826,000) | (1,066,000) |
Total net periodic benefit | (335,000) | (244,000) | (252,000) |
Change in benefit obligation | |||
Beginning balance | 25,085,000 | 26,321,000 | |
Interest cost | 651,000 | 582,000 | 814,000 |
Benefits paid | (2,297,000) | (718,000) | |
Actuarial loss/(gain) | (590,000) | (1,861,000) | |
Foreign currency exchange rate changes | (623,000) | 761,000 | |
Ending balance | 22,226,000 | 25,085,000 | 26,321,000 |
Change in plan assets | |||
Beginning balance at fair value | 26,943,000 | 25,767,000 | |
Actual return on plan assets | 1,175,000 | 569,000 | |
Benefits paid | (2,297,000) | (718,000) | |
Employer's contributions | 0 | 552,000 | |
Foreign currency exchange rate changes | (689,000) | 773,000 | |
Ending balance at fair value | 25,132,000 | 26,943,000 | 25,767,000 |
Overfunded (underfunded) status of the Plan | 2,906,000 | 1,859,000 | |
Accumulated OCI | |||
Accumulated Other Comprehensive (Income) Loss at beginning of year | (123,000) | 1,226,000 | |
Net actuarial gains | (773,000) | (1,589,000) | |
Foreign currency exchange rate changes | 4,000 | 240,000 | |
Accumulated Other Comprehensive (Income) Los at end of year | (892,000) | $ (123,000) | $ 1,226,000 |
Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost | |||
Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost during next fiscal year | $ 0 | ||
Defined Benefit Plan, Assumptions Used in Calculations [Abstract] | |||
Discount rate (as a percentage) | 2.90% | 2.70% | |
Expected return on plan assets (as a percentage) | 4.00% | 3.80% | |
Increases to non-GMP pensions in payment accrued pre 4/6/97 (as a percentage) | 0.00% | 0.00% | |
Increases to non-GMP pensions in payment accrued post 4/6/97 (as a percentage) | 2.20% | 2.10% | |
Rate of increases to deferred CPI linked benefits (as a percentage) | 2.20% | 2.10% | |
Rate of increases to deferred RPI linked benefits (as a percentage) | 3.30% | 3.20% | |
Defined benefit plan long term rate of improvement (as a percentage) | 1.50% | ||
Expected benefit payments over the next 10 years | |||
2,019 | $ 753,000 | ||
2,020 | 770,000 | ||
2,021 | 675,000 | ||
2,022 | 726,000 | ||
2,023 | 786,000 | ||
2024 through 2028 | 4,027,000 | ||
Total | $ 7,737,000 | ||
Defined benefit pension plan | Males | |||
Defined Benefit Plan, Assumptions Used in Calculations [Abstract] | |||
Defined benefit plan mortality rate (as a percentage) | 100.00% | ||
Defined benefit pension plan | Females | |||
Defined Benefit Plan, Assumptions Used in Calculations [Abstract] | |||
Defined benefit plan mortality rate (as a percentage) | 105.00% |
Defined Benefit Pension Plan _2
Defined Benefit Pension Plan - Fair Value Estimates (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Total | ||
Defined benefit pension plan | ||
Fair values | $ 25,132 | $ 26,944 |
Level 1 | ||
Defined benefit pension plan | ||
Fair values | 296 | 371 |
Level 2 | ||
Defined benefit pension plan | ||
Fair values | 24,836 | 26,573 |
Level 3 | ||
Defined benefit pension plan | ||
Fair values | 0 | 0 |
Equity securities | Total | ||
Defined benefit pension plan | ||
Fair values | 11,489 | 11,778 |
Equity securities | Level 1 | ||
Defined benefit pension plan | ||
Fair values | 0 | 0 |
Equity securities | Level 2 | ||
Defined benefit pension plan | ||
Fair values | 11,489 | 11,778 |
Equity securities | Level 3 | ||
Defined benefit pension plan | ||
Fair values | 0 | 0 |
Fixed-income securities | Total | ||
Defined benefit pension plan | ||
Fair values | 13,347 | 14,795 |
Fixed-income securities | Level 1 | ||
Defined benefit pension plan | ||
Fair values | 0 | 0 |
Fixed-income securities | Level 2 | ||
Defined benefit pension plan | ||
Fair values | 13,347 | 14,795 |
Fixed-income securities | Level 3 | ||
Defined benefit pension plan | ||
Fair values | 0 | 0 |
Cash equivalents | Total | ||
Defined benefit pension plan | ||
Fair values | 296 | 371 |
Cash equivalents | Level 1 | ||
Defined benefit pension plan | ||
Fair values | 296 | 371 |
Cash equivalents | Level 2 | ||
Defined benefit pension plan | ||
Fair values | 0 | 0 |
Cash equivalents | Level 3 | ||
Defined benefit pension plan | ||
Fair values | $ 0 | $ 0 |
Guarantees (Details)
Guarantees (Details) £ in Millions | Mar. 31, 2015GBP (£) |
Guarantees [Abstract] | |
Guarantee Obligation Value, maximum | £ 10 |
Business Realignment Expenses -
Business Realignment Expenses - Narrative (Details) | Sep. 25, 2017USD ($) | Nov. 30, 2018USD ($) | Jan. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 16, 2017ft² |
Business Disposition | ||||||||
Asset impairment | $ 0 | $ 1,963,000 | $ 18,998,000 | |||||
Impairment of long-lived assets | 0 | |||||||
Reversal of earn-out liability | (100,000) | 954,000 | 0 | |||||
Restructuring charges | 1,942,000 | 4,223,000 | ||||||
Restructuring reserve | $ 3,180,000 | 1,376,000 | 3,180,000 | 0 | ||||
Other Operating Expense | ||||||||
Business Disposition | ||||||||
Cease use charge | 2,000,000 | |||||||
CAG | ||||||||
Business Disposition | ||||||||
Restructuring costs | 1,700,000 | |||||||
IronDirect | ||||||||
Business Disposition | ||||||||
Asset impairment | 900,000 | |||||||
Reversal of earn-out liability | 900,000 | |||||||
TruckCenter | Operating Expense | ||||||||
Business Disposition | ||||||||
Restructuring costs | $ 900,000 | |||||||
Contract Intangible | IronDirect | ||||||||
Business Disposition | ||||||||
Impairment of contract intangible asset | 1,200,000 | |||||||
Leasehold Improvements | IronDirect | ||||||||
Business Disposition | ||||||||
Impairment of long-lived assets | 600,000 | |||||||
Occupancy Cost | ||||||||
Business Disposition | ||||||||
Restructuring charges | 491,000 | 2,616,000 | ||||||
Restructuring reserve | 1,988,000 | 1,266,000 | 1,988,000 | 0 | ||||
Occupancy Cost | CAG | ||||||||
Business Disposition | ||||||||
Restructuring charges | 739,000 | 0 | ||||||
Restructuring reserve | 0 | 459,000 | 0 | 0 | ||||
Occupancy Cost | TruckCenter | ||||||||
Business Disposition | ||||||||
Restructuring costs | 600,000 | |||||||
Employee Severance | ||||||||
Business Disposition | ||||||||
Restructuring charges | 1,451,000 | 1,607,000 | ||||||
Restructuring reserve | 1,192,000 | 110,000 | 1,192,000 | 0 | ||||
Employee Severance | CAG | ||||||||
Business Disposition | ||||||||
Restructuring costs | 900,000 | 1,200,000 | ||||||
Restructuring charges | 979,000 | 1,037,000 | ||||||
Restructuring reserve | 793,000 | 89,000 | 793,000 | 0 | ||||
Employee Severance | CAG | Severance Agreement | ||||||||
Business Disposition | ||||||||
Restructuring costs | $ 300,000 | |||||||
Employee Severance | IronDirect | ||||||||
Business Disposition | ||||||||
Restructuring costs | 100,000 | |||||||
Employee Severance | TruckCenter | ||||||||
Business Disposition | ||||||||
Restructuring costs | 200,000 | |||||||
Occupancy And Contract Costs | IronDirect | ||||||||
Business Disposition | ||||||||
Restructuring costs | 100,000 | |||||||
Long-Lived Asset Impairment | TruckCenter | ||||||||
Business Disposition | ||||||||
Restructuring costs | $ 100,000 | |||||||
Legal and Administrative Costs | CAG | ||||||||
Business Disposition | ||||||||
Restructuring costs | 100,000 | |||||||
General and administrative | ||||||||
Business Disposition | ||||||||
Restructuring charges | 600,000 | 3,700,000 | ||||||
Sales and marketing | ||||||||
Business Disposition | ||||||||
Restructuring charges | 200,000 | 300,000 | ||||||
Technology and operations | ||||||||
Business Disposition | ||||||||
Restructuring charges | 1,100,000 | 200,000 | ||||||
Office space | Bethesda, Maryland | ||||||||
Business Disposition | ||||||||
Number of square feet | ft² | 18,412 | |||||||
Office space | DISTRICT OF COLUMBIA | Other Operating Expense | ||||||||
Business Disposition | ||||||||
Cease use charge | 2,000,000 | 2,000,000 | ||||||
Decrease in cease use charge | 300,000 | |||||||
Corporate & Other | Occupancy Cost | ||||||||
Business Disposition | ||||||||
Restructuring charges | (248,000) | 2,616,000 | ||||||
Restructuring reserve | 1,988,000 | 807,000 | 1,988,000 | 0 | ||||
Corporate & Other | Employee Severance | ||||||||
Business Disposition | ||||||||
Restructuring costs | 500,000 | |||||||
Restructuring charges | 472,000 | 570,000 | ||||||
Restructuring reserve | $ 399,000 | $ 21,000 | $ 399,000 | $ 0 | ||||
Subsequent Event | Office space | DISTRICT OF COLUMBIA | Other Operating Expense | ||||||||
Business Disposition | ||||||||
Cease use charge | $ 300,000 |
Business Realignment Expenses_2
Business Realignment Expenses - Activity in Liability for Business Realignment Initiatives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Business realignment expenses rollforward | ||
Liability Balance, beginning | $ 3,180 | $ 0 |
Business Realignment Expenses | 1,942 | 4,223 |
Cash Payments | (3,746) | (1,043) |
Liability Balance, ending | 1,376 | 3,180 |
Employee severance and benefit costs | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 1,192 | 0 |
Business Realignment Expenses | 1,451 | 1,607 |
Cash Payments | (2,533) | (415) |
Liability Balance, ending | 110 | 1,192 |
Occupancy and other costs | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 1,988 | 0 |
Business Realignment Expenses | 491 | 2,616 |
Cash Payments | (1,213) | (628) |
Liability Balance, ending | 1,266 | 1,988 |
CAG | Employee severance and benefit costs | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 793 | 0 |
Business Realignment Expenses | 979 | 1,037 |
Cash Payments | (1,683) | (244) |
Liability Balance, ending | 89 | 793 |
CAG | Occupancy and other costs | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 0 | 0 |
Business Realignment Expenses | 739 | 0 |
Cash Payments | (280) | 0 |
Liability Balance, ending | 459 | 0 |
Corporate & Other | Employee severance and benefit costs | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 399 | 0 |
Business Realignment Expenses | 472 | 570 |
Cash Payments | (850) | (171) |
Liability Balance, ending | 21 | 399 |
Corporate & Other | Occupancy and other costs | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 1,988 | 0 |
Business Realignment Expenses | (248) | 2,616 |
Cash Payments | (933) | (628) |
Liability Balance, ending | $ 807 | $ 1,988 |
Legal Proceedings (Details)
Legal Proceedings (Details) $ in Millions | Jun. 19, 2018USD ($) |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Estimate of possible loss | $ 17 |
Segment Information - Narrative
Segment Information - Narrative (Details) - reportablesegment | 3 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Segment Reporting [Abstract] | ||
Reportable segments (in segments) | 5 | 5 |
Reportable segments percentage of revenue | 98.00% |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 149,677 | $ 188,570 | $ 233,828 | ||||||||
Fee revenue | 74,837 | 81,445 | 82,626 | ||||||||
Total revenue from operations | $ 52,705 | $ 61,364 | $ 50,569 | $ 60,097 | $ 61,143 | $ 65,520 | $ 72,335 | $ 70,796 | 224,514 | 270,015 | 316,454 |
Gross profit | $ 24,857 | $ 27,784 | $ 27,144 | $ 27,511 | $ 30,200 | $ 29,918 | $ 32,811 | $ 33,977 | 109,712 | 124,490 | 162,113 |
Depreciation and amortization | 4,599 | 5,796 | 6,502 | ||||||||
Other operating expenses | 1,392 | 3,651 | 0 | ||||||||
Operating Segments | GovDeals | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Fee revenue | 30,214 | 26,853 | 22,802 | ||||||||
Total revenue from operations | 30,214 | 26,853 | 22,802 | ||||||||
Gross profit | 27,990 | 25,172 | 21,422 | ||||||||
Depreciation and amortization | 240 | 245 | 241 | ||||||||
Other operating expenses | (32) | 0 | 0 | ||||||||
Operating Segments | CAG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 57,717 | 100,160 | 140,210 | ||||||||
Fee revenue | 30,308 | 44,971 | 51,555 | ||||||||
Total revenue from operations | 88,025 | 145,131 | 191,765 | ||||||||
Gross profit | 48,873 | 71,934 | 109,373 | ||||||||
Depreciation and amortization | 269 | 1,222 | 1,837 | ||||||||
Other operating expenses | 1,143 | 465 | 0 | ||||||||
Operating Segments | RSCG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 88,295 | 85,766 | 88,986 | ||||||||
Fee revenue | 13,659 | 9,265 | 5,232 | ||||||||
Total revenue from operations | 101,954 | 95,032 | 94,218 | ||||||||
Gross profit | 33,009 | 30,050 | 29,903 | ||||||||
Depreciation and amortization | 1,304 | 1,134 | 974 | ||||||||
Other operating expenses | 4 | 0 | 0 | ||||||||
Operating Segments | Machinio | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Fee revenue | 0 | 0 | |||||||||
Total revenue from operations | 653 | 0 | 0 | ||||||||
Gross profit | 501 | 0 | 0 | ||||||||
Depreciation and amortization | 366 | 0 | 0 | ||||||||
Other operating expenses | 0 | 0 | 0 | ||||||||
Corporate & Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 3,665 | 2,644 | 4,632 | ||||||||
Fee revenue | 3 | 356 | 3,037 | ||||||||
Total revenue from operations | 3,668 | 2,999 | 7,669 | ||||||||
Gross profit | (661) | (2,666) | 1,415 | ||||||||
Depreciation and amortization | 2,420 | 3,195 | 3,449 | ||||||||
Other operating expenses | $ 277 | $ 3,187 | $ 0 |
Segment Information - Reconcili
Segment Information - Reconciliation from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting [Abstract] | |||||||||||
Gross profit | $ 24,857 | $ 27,784 | $ 27,144 | $ 27,511 | $ 30,200 | $ 29,918 | $ 32,811 | $ 33,977 | $ 109,712 | $ 124,490 | $ 162,113 |
Operating expenses | 129,713 | 160,839 | 196,231 | ||||||||
Other operating expenses | 1,392 | 3,651 | 0 | ||||||||
Interest (income) expense and other expense, net | (450) | (362) | (1,217) | ||||||||
(Benefit) provision for income taxes | (9,328) | (451) | 27,025 | ||||||||
Net loss | $ (1,043) | $ (13,924) | $ (3,705) | $ (5,655) | $ (1,212) | $ (8,614) | $ (8,252) | $ (8,397) | $ (11,615) | $ (39,187) | $ (59,926) |
Segment Information - Schedul_2
Segment Information - Schedule of Revenues by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 52,705 | $ 61,364 | $ 50,569 | $ 60,097 | $ 61,143 | $ 65,520 | $ 72,335 | $ 70,796 | $ 224,514 | $ 270,015 | $ 316,454 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 193,240 | 240,102 | 281,328 | ||||||||
Rest of the world | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 31,274 | $ 29,913 | $ 35,126 |
Segment Information - Schedul_3
Segment Information - Schedule of Total Segment Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Segment Reporting Information [Line Items] | ||
Assets | $ 201,832 | $ 215,229 |
Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Assets | 47,632 | 43,262 |
Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Assets | 100,145 | 115,514 |
Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Assets | 19,248 | 39,766 |
Operating Segments | Machinio | ||
Segment Reporting Information [Line Items] | ||
Assets | 23,306 | 0 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 11,501 | $ 16,687 |
Segment Information - Schedul_4
Segment Information - Schedule of Total Long-Lived Assets by Geographical Location (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Sep. 30, 2017 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 16,610 | $ 16,793 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 16,367 | 16,142 |
Rest of the world | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 243 | $ 651 |
Segment Information - Property
Segment Information - Property and Equipment, Additions by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | $ 5,796 | $ 7,805 |
Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | 402 | 223 |
Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | 106 | 938 |
Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | 1,450 | 733 |
Operating Segments | Machinio | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | 20 | 0 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | $ 3,818 | $ 5,911 |
Quarterly Results (Unaudited)_2
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Unaudited quarterly consolidated statement of operations | |||||||||||
Revenue from operations | $ 52,705 | $ 61,364 | $ 50,569 | $ 60,097 | $ 61,143 | $ 65,520 | $ 72,335 | $ 70,796 | $ 224,514 | $ 270,015 | $ 316,454 |
Gross profit | 24,857 | 27,784 | 27,144 | 27,511 | 30,200 | 29,918 | 32,811 | 33,977 | 109,712 | 124,490 | 162,113 |
Loss before provision for income taxes from operations | (6,547) | (14,466) | (3,093) | (5,276) | (6,027) | (8,573) | (8,305) | (8,294) | (20,943) | (39,638) | (32,901) |
Net loss | $ (1,043) | $ (13,924) | $ (3,705) | $ (5,655) | $ (1,212) | $ (8,614) | $ (8,252) | $ (8,397) | $ (11,615) | $ (39,187) | $ (59,926) |
Unaudited quarterly consolidated statement of operations | |||||||||||
Basic and diluted loss per common share (USD per share) | $ (0.03) | $ (0.44) | $ (0.12) | $ (0.18) | $ (0.04) | $ (0.27) | $ (0.26) | $ (0.27) | $ (0.36) | $ (1.25) | $ (1.96) |
Basic and diluted weighted average shares outstanding (in shares) | 32,425,669 | 31,503,349 | 32,104,368 | 31,972,752 | 31,876,603 | 31,485,599 | 31,361,122 | 31,261,603 | 32,095,491 | 31,402,921 | 30,638,163 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred tax valuation allowance (deducted from net deferred tax assets) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | $ 54,379 | $ 44,257 | $ 8,474 |
Charged (credited) to expense | (15,042) | 10,122 | 35,783 |
Balance at end of period | 39,337 | 54,379 | 44,257 |
Allowance for doubtful accounts (deducted from accounts receivable) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 668 | 718 | 471 |
Charged (credited) to expense | 199 | 357 | 247 |
Reductions | (530) | (407) | 0 |
Balance at end of period | 337 | 668 | 718 |
Inventory allowance (deducted from inventory) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 4,572 | 3,446 | 770 |
Charged (credited) to expense | 2,494 | 10,381 | 2,709 |
Reductions | (6,563) | (9,255) | (33) |
Balance at end of period | $ 503 | $ 4,572 | $ 3,446 |