Cover Page
Cover Page - shares | 6 Months Ended | |
Mar. 31, 2022 | May 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 0-51813 | |
Entity Registrant Name | LIQUIDITY SERVICES, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 52-2209244 | |
Entity Address, Address Line One | 6931 Arlington Road, Suite 200 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 202 | |
Local Phone Number | 467-6868 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | LQDT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 35,576,022 | |
Entity Central Index Key | 0001235468 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 84,264 | $ 106,335 |
Accounts receivable, net of allowance for doubtful accounts of $336 and $490 | 6,606 | 5,866 |
Inventory, net | 13,079 | 12,468 |
Prepaid taxes and tax refund receivable | 1,715 | 1,713 |
Prepaid expenses and other current assets | 6,508 | 5,460 |
Total current assets | 112,172 | 131,842 |
Property and equipment, net of accumulated depreciation of $21,656 and $18,558 | 18,243 | 17,634 |
Operating lease assets | 14,085 | 13,478 |
Intangible assets, net | 18,209 | 3,453 |
Goodwill | 89,691 | 59,872 |
Deferred tax assets | 18,508 | 23,822 |
Other assets | 5,911 | 5,475 |
Total assets | 276,819 | 255,576 |
Current liabilities: | ||
Accounts payable | 41,029 | 40,611 |
Accrued expenses and other current liabilities | 37,946 | 25,975 |
Current portion of operating lease liabilities | 4,306 | 4,250 |
Deferred revenue | 5,067 | 4,624 |
Payables to sellers | 44,238 | 33,713 |
Total current liabilities | 132,586 | 109,173 |
Operating lease liabilities | 10,831 | 10,098 |
Other long-term liabilities | 413 | 1,290 |
Total liabilities | 143,830 | 120,561 |
Commitments and contingencies (Note 13) | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 35,563,988 shares issued and outstanding at March 31, 2022; 35,457,095 shares issued and outstanding at September 30, 2021 | 36 | 35 |
Additional paid-in capital | 254,680 | 252,017 |
Treasury stock, at cost; 3,385,827 shares at March 31, 2022 and 2,222,083 shares at September 30, 2021 | (56,726) | (36,628) |
Accumulated other comprehensive loss | (9,311) | (9,011) |
Accumulated deficit | (55,690) | (71,398) |
Total stockholders’ equity | 132,989 | 135,015 |
Total liabilities and stockholders’ equity | $ 276,819 | $ 255,576 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 336 | $ 490 |
Property and equipment, accumulated depreciation | $ 21,656 | $ 18,558 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 35,563,988 | 35,457,095 |
Common stock, shares outstanding | 35,563,988 | 35,457,095 |
Treasury shares | 3,385,827 | 2,222,083 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Total revenue | $ 68,275 | $ 61,786 | $ 134,983 | $ 117,538 |
Costs and expenses from operations: | ||||
Cost of goods sold (excludes depreciation and amortization) | 28,968 | 26,385 | 56,730 | 48,958 |
Technology and operations | 13,872 | 12,085 | 27,790 | 22,644 |
Sales and marketing | 11,273 | 8,910 | 21,317 | 18,018 |
General and administrative | 7,053 | 6,892 | 15,284 | 13,902 |
Depreciation and amortization | 2,603 | 1,670 | 4,906 | 3,541 |
Fair value adjustments of acquisition earn-outs | (8,500) | 0 | (8,500) | 0 |
Other operating expenses (income) | 23 | 206 | (10) | 210 |
Total costs and expenses | 55,292 | 56,148 | 117,517 | 107,273 |
Income from operations | 12,983 | 5,638 | 17,466 | 10,265 |
Interest and other income, net | (46) | (29) | (177) | (214) |
Income before provision for income taxes | 13,029 | 5,667 | 17,643 | 10,479 |
Provision for income taxes | 1,059 | 407 | 2,071 | 704 |
Net income | $ 11,970 | $ 5,260 | $ 15,572 | $ 9,775 |
Basic income per common share (in dollars per share) | $ 0.37 | $ 0.16 | $ 0.48 | $ 0.29 |
Diluted income per common share (in dollars per share) | $ 0.35 | $ 0.15 | $ 0.45 | $ 0.28 |
Basic weighted average shares outstanding | 32,561,903 | 33,491,395 | 32,769,057 | 33,332,417 |
Diluted weighted average shares outstanding | 34,004,568 | 35,559,747 | 34,382,149 | 34,914,549 |
Revenue | ||||
Total revenue | $ 37,384 | $ 35,968 | $ 73,602 | $ 67,040 |
Fee revenue | ||||
Total revenue | $ 30,891 | $ 25,818 | $ 61,381 | $ 50,498 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 11,970 | $ 5,260 | $ 15,572 | $ 9,775 |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (169) | 123 | (300) | 1,019 |
Other comprehensive (loss) income | (169) | 123 | (300) | 1,019 |
Comprehensive income | $ 11,801 | $ 5,383 | $ 15,272 | $ 10,794 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance (in shares) at Sep. 30, 2020 | 34,082,406 | 547,508,000 | ||||
Balance at Sep. 30, 2020 | $ 111,815 | $ 34 | $ 247,892 | $ 3,983 | $ (9,782) | $ (122,346) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 4,514 | 4,514 | ||||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 151,845 | |||||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units | 197 | 197 | ||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (7,703) | |||||
Taxes paid associated with net settlement of stock compensation awards | (57) | (57) | ||||
Forfeitures of restricted stock awards (in shares) | (13,733) | |||||
Common stock repurchased (in shares) | (309,496,000) | |||||
Common stock repurchased | (4,103) | $ (4,103) | ||||
Common stock surrendered in the exercise of stock options | 0 | 169 | $ (169) | |||
Common stock surrendered in the exercise of stock options (in shares) | (9,384,000) | |||||
Stock compensation expense | 1,801 | 1,801 | ||||
Balance (in shares) at Dec. 31, 2020 | 34,212,815 | 866,388,000 | ||||
Balance at Dec. 31, 2020 | 115,063 | $ 34 | 250,002 | $ 8,255 | (8,886) | (117,832) |
Balance (in shares) at Sep. 30, 2020 | 34,082,406 | 547,508,000 | ||||
Balance at Sep. 30, 2020 | 111,815 | $ 34 | 247,892 | $ 3,983 | (9,782) | (122,346) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ 9,775 | |||||
Common stock surrendered in the exercise of stock options (in shares) | (82,612) | |||||
Balance (in shares) at Mar. 31, 2021 | 35,115,307 | 1,587,199,000 | ||||
Balance at Mar. 31, 2021 | $ 106,938 | $ 35 | 249,866 | $ 21,628 | (8,763) | (112,572) |
Balance (in shares) at Dec. 31, 2020 | 34,212,815 | 866,388,000 | ||||
Balance at Dec. 31, 2020 | 115,063 | $ 34 | 250,002 | $ 8,255 | (8,886) | (117,832) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 5,260 | 5,260 | ||||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 1,079,955 | |||||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units | 155 | $ 1 | 154 | |||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (177,463) | |||||
Taxes paid associated with net settlement of stock compensation awards | (3,145) | (3,145) | ||||
Common stock repurchased (in shares) | (647,583,000) | |||||
Common stock repurchased | (12,040) | $ (12,040) | ||||
Common stock surrendered in the exercise of stock options | $ 0 | 1,333 | $ (1,333) | |||
Common stock surrendered in the exercise of stock options (in shares) | (73,228) | (73,228,000) | ||||
Stock compensation expense | $ 1,522 | 1,522 | ||||
Balance (in shares) at Mar. 31, 2021 | 35,115,307 | 1,587,199,000 | ||||
Balance at Mar. 31, 2021 | 106,938 | $ 35 | 249,866 | $ 21,628 | (8,763) | (112,572) |
Balance (in shares) at Sep. 30, 2021 | 35,457,095 | (2,222,083) | ||||
Balance at Sep. 30, 2021 | 135,015 | $ 35 | 252,017 | $ (36,628) | (9,011) | (71,398) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 3,602 | 3,602 | ||||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 131,070 | |||||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units | 1 | $ 1 | ||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (40,239) | |||||
Taxes paid associated with net settlement of stock compensation awards | (851) | (851) | ||||
Forfeitures of restricted stock awards (in shares) | (14,855) | |||||
Common stock repurchased (in shares) | (147,185) | |||||
Common stock repurchased | (2,963) | $ (2,963) | ||||
Common stock surrendered in the exercise of stock options | 0 | 100 | $ (100) | |||
Common stock surrendered in the exercise of stock options (in shares) | (4,678) | |||||
Stock compensation expense | 2,270 | 2,270 | ||||
Foreign currency translation and other | 5 | (131) | 136 | |||
Balance (in shares) at Dec. 31, 2021 | 35,533,071 | (2,373,946) | ||||
Balance at Dec. 31, 2021 | 137,079 | $ 36 | 253,536 | $ (39,691) | (9,142) | (67,660) |
Balance (in shares) at Sep. 30, 2021 | 35,457,095 | (2,222,083) | ||||
Balance at Sep. 30, 2021 | 135,015 | $ 35 | 252,017 | $ (36,628) | (9,011) | (71,398) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ 15,572 | |||||
Common stock surrendered in the exercise of stock options (in shares) | (4,678) | |||||
Balance (in shares) at Mar. 31, 2022 | 35,563,988 | 3,385,827 | ||||
Balance at Mar. 31, 2022 | $ 132,989 | $ 36 | 254,680 | $ (56,726) | (9,311) | (55,690) |
Balance (in shares) at Dec. 31, 2021 | 35,533,071 | (2,373,946) | ||||
Balance at Dec. 31, 2021 | 137,079 | $ 36 | 253,536 | $ (39,691) | (9,142) | (67,660) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 11,970 | 11,970 | ||||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 320,943 | |||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (47,124) | |||||
Taxes paid associated with net settlement of stock compensation awards | (958) | (958) | ||||
Forfeitures of restricted stock awards (in shares) | (242,902) | |||||
Common stock repurchased (in shares) | (1,011,881) | |||||
Common stock repurchased | (17,035) | $ (17,035) | ||||
Common stock surrendered in the exercise of stock options | $ 0 | 0 | $ 0 | |||
Common stock surrendered in the exercise of stock options (in shares) | 0 | 0 | ||||
Stock compensation expense | $ 2,102 | 2,102 | ||||
Foreign currency translation and other | (169) | (169) | ||||
Balance (in shares) at Mar. 31, 2022 | 35,563,988 | 3,385,827 | ||||
Balance at Mar. 31, 2022 | $ 132,989 | $ 36 | $ 254,680 | $ (56,726) | $ (9,311) | $ (55,690) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net income | $ 15,572 | $ 9,775 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,906 | 3,541 |
Stock compensation expense | 4,272 | 3,990 |
Inventory adjustment to net realizable value | 98 | 0 |
Provision for doubtful accounts | 11 | 175 |
Deferred tax provision | 1,590 | 64 |
Gain on disposal of property and equipment | (13) | 44 |
Gain on termination of lease | (240) | 0 |
Impairment of long-lived and other assets | 31 | 203 |
Fair value adjustments of acquisition earn-outs | (8,500) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (637) | (594) |
Inventory | (709) | (7,517) |
Prepaid and deferred taxes | (3) | 57 |
Prepaid expenses and other assets | (1,230) | (1,358) |
Operating lease assets and liabilities | 422 | (52) |
Accounts payable | 393 | 14,947 |
Accrued expenses and other current liabilities | (8,121) | 2,003 |
Deferred revenue | 442 | 916 |
Payables to sellers | 7,149 | 5,383 |
Other liabilities | (806) | (262) |
Net cash provided by operating activities | 14,627 | 31,315 |
Investing activities | ||
Cash paid for business acquisition, net of cash acquired | (11,164) | 0 |
Purchases of property and equipment, including capitalized software | (3,572) | (2,418) |
Increase in intangibles | (8) | (21) |
Proceeds from sales of property and equipment | 17 | 35 |
Proceeds from promissory note | 0 | 824 |
Net cash used by investing activities | (14,727) | (1,580) |
Financing activities | ||
Payments of the principal portion of finance lease liabilities | (51) | (17) |
Payment of debt issuance costs | (91) | 0 |
Taxes paid associated with net settlement of stock compensation awards | (1,809) | (3,202) |
Proceeds from exercise of stock options | 0 | 351 |
Common stock repurchased | (19,998) | (16,143) |
Net cash used by financing activities | (21,949) | (19,011) |
Effect of exchange rate differences on cash and cash equivalents | (22) | 853 |
Net (decrease) increase in cash and cash equivalents | (22,071) | 11,577 |
Cash and cash equivalents at beginning of period | 106,335 | 76,036 |
Cash and cash equivalents at end of period | 84,264 | 87,613 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes, net | 350 | 508 |
Non-cash: Earnout liability for acquisition activity | 19,500 | 0 |
Common stock surrendered in the exercise of stock options | $ 100 | $ 1,502 |
Organization
Organization | 6 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Liquidity Services, Inc. (the Company) is a leading global commerce company providing trusted marketplace platforms that power the circular economy. We create a better future for organizations, individuals, and the planet by capturing and unleashing the intrinsic value of surplus. We connect millions of buyers and thousands of sellers through our leading auction marketplaces, search engines, asset management software, and related services. Our comprehensive solutions enable the transparent, efficient, sustainable recovery of value from excess items owned by business and government sellers. Results from our operations are organized into four reportable segments: Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), GovDeals, and Machinio. See Note 14 - Segment Information for more information. We were incorporated in Delaware in November 1999 as Liquidation.com, Inc. and commenced operations in early 2000. On November 1, 2021, the Company purchased all of the issued and outstanding shares of stock of Bid4Assets, Inc. (Bid4Assets), a Maryland corporation based in Silver Spring, MD. Bid4Assets auctions distressed real estate for the federal government, sheriffs, county tax-collectors, financial institutions and real estate funds. See Note 3 - Bid4Assets Acquisition for more information regarding this transaction. The Company's operations are subject to certain risks and uncertainties, many of which are associated with technology-oriented companies, including, but not limited to, the Company's dependence on use of the Internet; the effect of general business and economic trends, including the extent and duration of the COVID-19 pandemic; the Company's susceptibility to rapid technological change; actual and potential competition by entities with greater financial and other resources; and the potential for the commercial sellers from which the Company derives a significant portion of its inventory to change the way they conduct their disposition of surplus assets or to otherwise terminate or not renew their contracts with the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal, recurring adjustments considered necessary for a fair presentation, have been included, and intercompany transactions and accounts have been eliminated in consolidation. The information disclosed in the notes to the condensed consolidated financial statements for these periods is unaudited. Operating results for the three and six months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending September 30, 2022, or for any future period. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the condensed consolidated financial statements and accompanying notes. For the three and six months ended March 31, 2022, these estimates required the Company to make assumptions about the extent and duration of restrictions on cross-border transactions and the impact of the COVID-19 pandemic on macroeconomic conditions and, in turn, the Company's results of operations. As there remains uncertainty associated with the COVID-19 pandemic, the Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates. Contract Assets and Liabilities Contract assets reflect an estimate of expenses that will be reimbursed upon settlement with a seller. The contract asset balance was $0.8 million as of March 31, 2022, and $0.6 million as of September 30, 2021, and is included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Contract liabilities reflect obligations to provide services for which the Company has already received consideration, and generally arise from up-front payments received in connection with Machinio's subscription services. The contract liability balance was $5.1 million as of March 31, 2022, and $4.6 million as of September 30, 2021, and is included in the line item Deferred revenue on the Condensed Consolidated Balance Sheets. Of the September 30, 2021, contract liability balance, $3.4 million was earned as Fee revenue during the six months ended March 31, 2022. Performance obligations for Machinio's subscription services are satisfied over time as the Company provides the services over the term of the subscription. As of March 31, 2022, the Company has a remaining performance obligation of $5.1 million for these subscription services, and the Company expects to recognize the substantial majority of that amount as Fee revenue over the next 12 months. Contract Costs Contract costs relate to sales commissions paid on subscription contracts that are capitalized. Contract costs are amortized over the expected life of the customer contract. The contract cost balance w as $1.8 million a s of March 31, 2022, and $1.6 million as of September 30, 2021, and is included in the line items Prepaid expenses and other current assets and Other assets on the Condensed Consolidated Balance Sheets. Amortization expense was $0.3 million and $0.5 million during the three and six months ended March 31, 2022, and $0.2 million and $0.3 million during the three and six months ended March 31, 2021. Other Assets - Promissory Note On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (Tanager). In connection with the disposition, Tanager assumed certain liabilities related to the Jacobs Trading business. Tanager issued a $12.3 million five-year interest-bearing promissory note to the Company. On October 10, 2019, the Company entered into a Forbearance Agreement and Amendment to Note, Security Agreement and Guaranty Agreement (the "Forbearance Agreement") with Tanager (now known as Jacobs Trading, LLC) and certain of its affiliates (collectively, "JTC"). In exchange for additional collateral, security, and a higher interest rate, the Company granted JTC a new repayment schedule that requires quarterly payments to be made from August 2020 to August 2023. Upon execution of the Forbearance Agreement, JTC repaid $2.5 million in principal plus $0.4 million in accrued interest. As of March 31, 2021, JTC had repaid $7.7 million of the $12.3 million owed to the Company and had an outstanding principal balance of $4.6 million. On May 12, 2021, the Company entered into the First Amendment to the Forbearance Agreement with JTC, providing JTC with full satisfaction and discharge from its indebtedness upon receipt of a $3.5 million payment made on May 17, 2021. As a result, the Company recorded a $1.1 million loss as a component of Other operating expenses in its Condensed Consolidated Statement of Operations during the three months ended June 30, 2021, representing the difference between the $4.6 million outstanding balance of principal and accrued interest and the $3.5 million payment received. There was no impact on the unaudited financial statements from this transaction as of and for the three and six months ended March 31, 2022, and March 31, 2021 . Risk Associated with Certain Concentrations For the majority of buyers that receive goods before payment to the Company is made, credit evaluations are performed. However, for the remaining buyers, goods are not shipped before payment is made, and as a result the Company is not subject to significant collection risk from those buyers. For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf. The funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company releases the funds to the seller, less the Company's commission and other fees due, through Accounts payable after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash in banks within interest bearing and earnings allowance checking accounts which may at times exceed federally insured limits (FDIC and/or SIPC), and Accounts receivable. The Company deposits its cash in interest bearing checking accounts with financial institutions that the Company considers to be of high credit quality. Additionally, the Company has multiple vendor contracts with Amazon.com, Inc. under which the Company acquires and sells commercial merchandise. The property purchased under these contracts with Amazon.com, Inc. represented 51.7% and 61.2% of consolidated Cost of goods sold for the three months ended March 31, 2022, and 2021, respectively, and 56.0% and 60.6% of consolidated Cost of goods sold for the six months ended March 31, 2022, and 2021, respectively. These contracts are included within the RSCG reportable segment. Recent Accounting Pronouncements Accounting Standards Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The Company adopted the new standard on a prospective basis effective October 1, 2021. This accounting standard has not had a material impact on the Company's condensed consolidated financial statements. Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) |
Bid4Assets Acquisition
Bid4Assets Acquisition | 6 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Bid4Assets Acquisition | Bid4Assets Acquisition On November 1, 2021, the Company purchased all of the issued and outstanding shares of stock of Bid4Assets, Inc. (Bid4Assets), a Maryland corporation. Bid4Assets is a leading online marketplace focused on conducting real property auctions for the government, including tax foreclosure sales and sheriff's sales. The results of Bid4Assets' operations are included within our GovDeals reportable segment and reporting unit. As of March 31, 2022 , the Company's purchase price allocation related to this acquisition is preliminary and subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on our condensed consolidated financial statements. The allocation of the purchase price will be finalized once all the information that was known and knowable as of the acquisition date is obtained and analyzed, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to income and non-income taxes, and the residual goodwill. The preliminary amounts assigned to intangible assets by type for this acquisition were based upon our valuation model and historical experiences with entities with similar business characteristics. During the three months ended March 31, 2022 , we recorded a measurement period adjustment of $1.1 million for the earn-out consideration fair value with a corresponding increase to goodwill, based on facts and circumstances in existence as of the effective date of the acquisition related to the discount rates associated with the expected earn-out payments. This resulted in a change to the total consideration transferred and goodwill balance seen below as compared to our previously reported preliminary purchase accounting results as of December 31, 2021. The preliminary acquisition date fair value of the consideratio n transferred to the former shareholders of Bid4Assets was approximately $42.7 million consisting of $14.7 million in cash (net of working capital adjustments totaling $0.3 million) and earn-out consideration with a preliminary fair value of $28.0 million. Former s hareholders of Bid4Assets are eligible to receive earn-out consideration of up to $37.5 million in cash, payable based on Bid4Assets' achievement of trailing twelve-month EBITDA targets measured at the end of each calendar quarter until the quarter ended December 31, 2022. The Company's preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the Bid4Assets acquisition date of November 1, 2021, is as follows: (in thousands) Fair Value Cash and cash equivalents $ 3,576 Intangible assets 16,500 Other assets 346 Total assets acquired 20,422 Payables to sellers 3,715 Operating lease liabilities 204 Deferred tax liabilities 3,724 Total liabilities assumed 7,642 Net identifiable assets acquired $ 12,780 Goodwill 29,960 Total consideration transferred $ 42,739 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill. The goodwill associated with our acquisition includes the acquired assembled work force, and the value associated with the opportunity to leverage the workforce to continue to grow by adding additional customer relationships or new solutions in the future. Based on management's preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, goodwill of approximately $30.0 million was recorded. The total goodwill arising from the acquisition is included in the GovDeals reportable segment and reporting unit and is not deductible for tax purposes. The known intangible assets acquired were determined to consist of, and preliminarily fair valued at, the following: (in thousands) Useful Life (in years) Fair Value Contract intangibles 8 $ 13,900 Developed software 3 2,200 Trade name 3 400 Total identifiable intangible assets $ 16,500 Contract Intangibles We recorded contract intangibles separately from goodwill based upon determination of the length, strength, and contractual nature of the relationship that Bid4Assets shared with its suppliers. We valued the contract intangibles using the multi-period excess earnings method, an income approach valuation model. The significant assumptions used in the income approach includes estimates about future expected cash flows from supplier contracts, the attrition rate, and the discount rate. We are amortizing the contract intangibles, preliminarily valued at $13.9 million, on a straight-line basis over a useful life of eight years, which is materially consistent with the expected pattern of economic benefit. Developed Software Developed software primarily consists of intellectual property of the Bid4Assets e-commerce marketplace and associated mailing lists. We valued the developed software by applying the relief-from-royalty method, an income approach valuation model. The significant assumptions used in the relief-from-royalty method include estimates about future expected cash flows from the developed software, the royalty rate, the obsolescence factor and the discount rate. We are amortizing the acquired developed technology, preliminarily valued at $2.2 million, on a straight-line basis over a useful life of three years, which is materially consistent with the expected pattern of economic benefit. Trade Name We valued the trade name acquired using a relief-from-royalty method. The significant assumptions used in the relief-from-royalty method include future expected cash flows from the trade name, the royalty rate, and the discount rate. We are amortizing the trade name, preliminarily valued at $0.4 million, on a straight-line basis over a useful life of three years, which is materially consistent with the expected pattern of economic benefit. Contingent Consideration During the six months ended March 31, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded preliminary contingent consideration in the amount of $28.0 million on its Condensed Consolidated Balance Sheets. See further discussion of this matter within Note 11 - Fair Value Measurement . Other Information Revenue, net income (loss), and pro forma information related to the Bid4Assets acquisition was immaterial to the condensed consolidated financial statements and its related notes for the three and six months ended |
Earnings per Share
Earnings per Share | 6 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic net income per share is computed by dividing net income for the period by the weighted average number of shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The calculation of diluted net income per share excludes all anti-dilutive common shares. The computation of basic and diluted net income per share is as follows: Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Numerator: Net income $ 11,970 $ 5,260 $ 15,572 $ 9,775 Denominator: Basic weighted average shares outstanding 32,561,903 33,491,395 32,769,057 33,332,417 Dilutive impact of stock options, RSUs and RSAs 1,442,665 2,068,352 1,613,092 1,582,132 Diluted weighted average shares outstanding 34,004,568 35,559,747 34,382,149 34,914,549 Basic income per common share $ 0.37 $ 0.16 $ 0.48 $ 0.29 Diluted income per common share $ 0.35 $ 0.15 $ 0.45 $ 0.28 Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive 1,327,292 367,539 1,246,493 969,089 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for its corporate offices, warehouses, vehicles and equipment. The operating leases have remaining terms of up t o 4.8 years . Some of the leases have options to extend or terminate the leases. The exercise of such options is generally at the Company’s discretion. The lease agreements do not contain any significant residual value guarantees or restrictive covenants. The Company also subleases excess corporate office space. The Company's finance leases and related balances are not significant. The components of lease expense are: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 Finance lease – lease asset amortization $ 21 $ 16 $ 42 $ 32 Finance lease – interest on lease liabilities 5 5 10 10 Operating lease cost 1,434 1,249 2,912 2,655 Operating lease impairment expense — 172 0 172 Short-term lease cost 64 47 117 121 Variable lease cost (1) 169 455 553 818 Sublease income (30) (30) (67) (106) Total net lease cost $ 1,663 $ 1,914 $ 3,567 $ 3,702 (1) Variable lease costs primarily relate to the Company's election to combine non-lease components such as common area maintenance, insurance and taxes related to its real estate leases. To a lesser extent, the Company's equipment leases have variable costs associated with usage and subsequent changes to costs based upon an index. Maturities of lease liabilities are: March 31, 2022 (in thousands) Operating Leases Finance Leases 2022 $ 2,641 $ 58 2023 4,782 117 2024 3,882 98 2025 3,176 69 2026 2,139 66 Thereafter 396 12 Total lease payments (1) $ 17,016 $ 420 Less: imputed interest (2) (1,879) (44) Total lease liabilities $ 15,137 $ 376 (1) The weighted average remaini ng lease term is 3.8 years for operating leases and 4.0 years for finance leases. (2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases. Supplemental disclosures of cash flow information related to leases are: Six Months Ended March 31, (in thousands) 2022 2021 Cash paid for amounts included in operating lease liabilities $ 2,060 $ 2,251 Cash paid for amounts included in finance lease liabilities 51 17 Non-cash: lease liabilities arising from new operating lease assets obtained 3,158 885 Non-cash: lease liabilities arising from new finance lease assets obtained 179 — Non-cash: adjustments to lease assets and liabilities 1 (198) 3,286 (1) |
Leases | Leases The Company has operating leases for its corporate offices, warehouses, vehicles and equipment. The operating leases have remaining terms of up t o 4.8 years . Some of the leases have options to extend or terminate the leases. The exercise of such options is generally at the Company’s discretion. The lease agreements do not contain any significant residual value guarantees or restrictive covenants. The Company also subleases excess corporate office space. The Company's finance leases and related balances are not significant. The components of lease expense are: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 Finance lease – lease asset amortization $ 21 $ 16 $ 42 $ 32 Finance lease – interest on lease liabilities 5 5 10 10 Operating lease cost 1,434 1,249 2,912 2,655 Operating lease impairment expense — 172 0 172 Short-term lease cost 64 47 117 121 Variable lease cost (1) 169 455 553 818 Sublease income (30) (30) (67) (106) Total net lease cost $ 1,663 $ 1,914 $ 3,567 $ 3,702 (1) Variable lease costs primarily relate to the Company's election to combine non-lease components such as common area maintenance, insurance and taxes related to its real estate leases. To a lesser extent, the Company's equipment leases have variable costs associated with usage and subsequent changes to costs based upon an index. Maturities of lease liabilities are: March 31, 2022 (in thousands) Operating Leases Finance Leases 2022 $ 2,641 $ 58 2023 4,782 117 2024 3,882 98 2025 3,176 69 2026 2,139 66 Thereafter 396 12 Total lease payments (1) $ 17,016 $ 420 Less: imputed interest (2) (1,879) (44) Total lease liabilities $ 15,137 $ 376 (1) The weighted average remaini ng lease term is 3.8 years for operating leases and 4.0 years for finance leases. (2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases. Supplemental disclosures of cash flow information related to leases are: Six Months Ended March 31, (in thousands) 2022 2021 Cash paid for amounts included in operating lease liabilities $ 2,060 $ 2,251 Cash paid for amounts included in finance lease liabilities 51 17 Non-cash: lease liabilities arising from new operating lease assets obtained 3,158 885 Non-cash: lease liabilities arising from new finance lease assets obtained 179 — Non-cash: adjustments to lease assets and liabilities 1 (198) 3,286 (1) |
Goodwill
Goodwill | 6 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The carrying value and changes in the carrying value of goodwill attributable to each reportable segment were as follows: (in thousands) CAG GovDeals Machinio Total Balance at September 30, 2020 $ 21,550 $ 23,731 $ 14,558 $ 59,839 Translation adjustments 33 — — 33 Balance at September 30, 2021 $ 21,583 $ 23,731 $ 14,558 $ 59,872 Bid4Assets acquisition (see Note 3) — 29,960 — 29,960 Translation adjustments (141) — — (141) Balance at March 31, 2022 $ 21,442 $ 53,691 $ 14,558 $ 89,691 The increase in the goodwill balance of approximately $30.0 million at the GovDeals reportable segment and reporting unit during the six months ended March 31, 2022, is due to the Bid4Assets acquisition. See Note 3 - Bid4Assets Acquisition for further information. Goodwill is tested for impairment at the beginning of the fourth quarter and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable. As discussed in Note 11 – Fair Value Measurements |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of the following: March 31, 2022 September 30, 2021 (in thousands) Useful Gross Accumulated Net Gross Accumulated Net Contract intangibles 6 - 8 17,000 (2,661) 14,339 3,100 (1,679) 1,421 Technology 3 - 5 5,300 (2,387) 2,913 2,700 (1,755) 945 Patent and trademarks 3 - 10 2,368 (1,411) 957 2,360 (1,273) 1,087 Total intangible assets $ 24,668 $ (6,459) $ 18,209 $ 8,160 $ (4,707) $ 3,453 The gross carrying amount of total intangible assets increased by $16.5 million during the six months ended March 31, 2022 due to the Bid4Assets acquisition. The acquired developed software and trade name are included in the above line items of Technology and Patent and trademarks, respectively. See Note 3 - Bid4Assets Acquisition for further information. Future expected amortization of intangible assets at March 31, 2022, is as follows: (in thousands) Expected Amortization Expense Years ending September 30, Remainder of 2022 $ 1,967 2023 3,791 2024 3,253 2025 2,013 2026 and thereafter 7,185 Total $ 18,209 Intangible asset amortization expense was $1.0 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively, and $1.8 million and $0.7 million for the six months ended March 31, 2022 and 2021, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s interim effective income tax rate is based on management’s best current estimate of the Company's expected annual effective income tax rate. The Company recorded pre-tax income in the first six months of fiscal year 2022 and its corresponding effective tax rate is 11.7% compared to 6.7% for the first six months of fiscal year 2021. The change in the effective tax rate for the six months ended March 31, 2022, as compared to the same period in the prior year was primarily due to state and foreign taxes, and the utilization of net operating losses. The effective tax rate differed from the U.S. statutory federal rate of 21% primarily as a result of the impact of foreign, state, and local income taxes and permanent tax adjustments. The Company applies the authoritative guidance related to uncertainty in income taxes. ASC 740, Income Taxes |
Debt
Debt | 6 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt On February 10, 2022, the Company entered into a credit facility agreement (Credit Agreement) with Wells Fargo Bank, N.A. Terms of the Credit Agreement provide for revolving loans (Line of Credit) up to a maximum aggregate principal amount of $25.0 million with a $10.0 million sublimit for standby letters of credit. The Credit Agreement ends on March 31, 2024, at which time any remaining amounts outstanding are due immediately. The applicable interest rate on any draws under the Line of Credit is a variable rate per annum equal to the Daily Simple Secured Overnight Financing Rate (SOFR) in effect plus a margin ranging from 1.25% to 1.75%. Interest is payable monthly. The Company pays an Unused Commitment Fee, on a quarterly basis, equal to 0.05% per annum on the daily amount of the Line of Credit available, but unused. The Company also pays a Letter of Credit Fee, on a quarterly basis, equal to 1.25% on the daily amount available to be drawn for standby letters of credit. Interest incurred on any draws under the Line of Credit, as well as the Unused Commitment Fee and Letter of Credit Fee, are included within Interest and other income, net in the Condensed Consolidated Statements of Operations. The Company may draw upon the Line of Credit for general corporate purposes. Repayments of any borrowings under the Line of Credit shall become available for redraw at any time by the Company. The Credit Agreement contains certain financial and non-financial restrictive covenants including, among others, the requirement to maintain a minimum level of earnings before interest, income taxes, depreciation and amortization (EBITDA). The Credit Agreement contains a number of affirmative and restrictive covenants including limitations on mergers, consolidations and dissolutions, investments and acquisitions, indebtedness and liens, and dividends and other restricted payments. As of March 31, 2022, the Company was in full compliance with the terms and conditions of the Credit Agreement. During the three and six months ended March 31, 2022, the Company did not make any draws under the Credit Agreement. As of March 31, 2022, the Company had no outstanding borrowings under the Credit Agreement. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The changes in stockholders’ equity for the prior year comparable period is as follows: Common Stock Treasury Stock (dollars in thousands) Shares Amount Additional Shares Amount Accumulated Accumulated Total Balance at September 30, 2020 34,082,406 $ 34 $ 247,892 $ (547,508) $ (3,983) $ (9,782) $ (122,346) $ 111,815 Net income — — — — — — 4,514 4,514 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 151,845 — 197 — — — — 197 Taxes paid associated with net settlement of stock compensation awards (7,703) — (57) — — — — (57) Forfeitures of restricted stock awards (13,733) — — — — — — — Common stock repurchased — — — (309,496) (4,103) — — (4,103) Common stock surrendered in the exercise of stock options — — 169 (9,384) (169) — — — Stock compensation expense — — 1,801 — — — — 1,801 Foreign currency translation — — — — — 896 — 896 Balance at December 31, 2020 34,212,815 $ 34 $ 250,002 $ (866,388) $ (8,255) $ (8,886) $ (117,832) $ 115,063 Net income — — — — — — 5,260 5,260 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 1,079,955 1 154 — — — — 155 Taxes paid associated with net settlement of stock compensation awards (177,463) — (3,145) — — — — (3,145) Common stock repurchased — — — (647,583) (12,040) — — (12,040) Common stock surrendered in the exercise of stock options — — 1,333 (73,228) (1,333) — — — Stock compensation expense — — 1,522 — — — — 1,522 Foreign currency translation — — — — — 123 — 123 Balance at March 31, 2021 35,115,307 $ 35 $ 249,866 $ (1,587,199) $ (21,628) $ (8,763) $ (112,572) $ 106,938 Stock Compensation Incentive Plans The Company has several incentive plans under which stock options, restricted stock units (RSUs), restricted stock awards (RSAs), and cash-settled stock appreciation rights (SARs) have been issued, including the Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, as amended (LTIP), and a plan and private placement issuances related to the Company’s acquisition of Machinio and Bid4Assets. During the three months ended March 31, 2022, the Company's shareholders approved an amendment to the LTIP to increase the number of shares of common stock reserved for issuance from 19,100,000 to 20,300,000. Accordingly, as of March 31, 2022, the Company has reserved a total of 20,300,000 shares of its common stock for exercises of stock options, vesting of RSUs, and grants of RSAs under these plans. Vesting of RSUs and grants of RSAs count as 1.5x shares against the plan reserves. As of March 31, 2022 , 2,350,615 sh ares of common stock remained available for use under the LTIP. Stock Compensation Expense The table below presents the components of share-based compensation expense (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Equity-classified awards: Stock options $ 534 $ 844 $ 1,591 $ 1,729 RSUs & RSAs 1,569 678 2,782 1,594 Total equity-classified awards $ 2,103 $ 1,522 $ 4,373 $ 3,323 Liability-classified awards: SARs (111) 239 (101) 667 Total stock compensation expense: $ 1,992 $ 1,761 $ 4,272 $ 3,990 The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statements of Operations (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Stock Compensation Expense by Line Item Technology and operations $ 282 $ 257 $ 585 $ 624 Sales and marketing 542 454 1,032 1,034 General and administrative 1,168 1,050 2,655 2,332 Total stock compensation expense: $ 1,992 $ 1,761 $ 4,272 $ 3,990 Stock Options and RSUs & RSAs The following table presents stock option and RSUs & RSAs grant activity: Six Months Ended March 31, 2022 Stock Options granted: Options containing only service conditions: 131,712 Weighted average exercise price $ 22.13 Weighted average grant date fair value $ 10.83 Options containing performance or market conditions: 129,945 Weighted average exercise price $ 22.17 Weighted average grant date fair value $ 10.30 RSUs & RSAs granted: RSUs & RSAs containing only service conditions: 1 354,934 Weighted average grant date fair value $ 21.78 RSUs & RSAs containing performance or market conditions: 1 451,085 Weighted average grant date fair value $ 18.84 ________________ 1 55,000 RSUs containing service conditions and 70,000 RSUs containing performance conditions were granted by private placement. The stock options and RSUs & RSAs containing only service conditions will vest over a four-year service period. The stock options and RSUs & RSAs containing performance conditions will vest upon the achievement of specified financial targets of the Company, a segment, or a division of a segment. The stock options and RSUs & RSAs containing market conditions will vest upon the achievement of specified increases in the Company’s share price. Vesting is measured the first day of each fiscal quarter over the four-year terms of the awards, starting with the first fiscal quarter after the first anniversary of the grant date, based upon the trailing 20-days average of the Company’s share price. The range of assumptions used to determine the fair value of stock options containing only service conditions using the Black-Sc holes option-pricing model during the six months ended March 31, 2022, were as follows: Six Months Ended March 31, 2022 Dividend yield — Expected volatility 57.0% - 61.2% Risk-free interest rate 1.1% - 1.8% Expected term 4.5 - 7.4 years The range of assumptions used to determine the fair value of stock options and RSUs & RSAs containing market conditions using Monte Carlo simulations during the six months ended March 31, 2022, were as follows: Six Months Ended March 31, 2022 Dividend yield — Expected volatility 57.2% - 62.9% Risk-free interest rate 1.1% - 1.5% Expected holding period (% of remaining term) 29.4% - 100.0% SARs During the six months ended March 31, 2022, the Company did not issue any SARs, 6,725 SARs were exercised requiring the Company to make cash payments of less than $0.1 million, and 3,250 SARs were canceled. As of March 31, 2022 , 32,070 SARs were outstanding. Share Repurchase Program From time to time, we may be authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash. The Company had no remaining share repurchase authorization as of September 30, 2021. On December 6, 2021, the Company's Board of Directors authorized a new stock repurchase plan of up to $20 million of the Company's ou tstanding shares of common stock through December 31, 2023. The Company repurchased 1,011,881 shares for $17.0 million, and 1,159,066 shares for $20.0 million during the three and six months ended March 31, 2022, respectively. As of March 31, 2022, the Company had no remaining authorization to repurchase shares. Other Share Repurchases Separate from the share repurchase program, our stock incentive plans allow for participants to exercise stock options by surrendering shares of common stock equivalent in value to the exercise price due. During the three months ended March 31, 2022, no shares of common stock were surrendered by participants in the exercise of stock options. During the three months ended March 31, 2021, participants surrendered 73,228 shares of common stock in the exercise of stock options. During the six |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company measures and records certain assets and liabilities at fair value on a recurring basis. Authoritative guidance issued by the FASB establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1: Quoted market prices in active markets for identical assets or liabilities; Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3: Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. The Company held no money market funds considered cash equivalents at March 31, 2022, while it held $40.0 million of money market funds considered cash equivalents at September 30, 2021. The decrease in money market funds held during the period was a result of the Company's movement of excess cash balances to higher yield product offerings in interest bearing and earnings allowance checking accounts. There were no money market fund assets to measure at fair value at March 31, 2022. Money market funds held at September 30, 2021, were measured at fair value and classified as Level 1 assets within the fair value hierarchy. There were no transfers between levels during the periods presented. During the three and six months ended March 31, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded preliminary fair value of contingent consideration in the amount of $28.0 million on its Condensed Consolidated Balance Sheets. The contingent consideration is based on Bid4Assets' achievement of trailing twelve-month EBITDA targets measured at the end of each calendar quarter until the quarter ended December 31, 2022. The liability for this consideration is included in Accrued expenses and other current liabilities within the Condensed Consolidated Balance Sheets. The Company fair valued the earn-out consideration using Monte Carlo valuation method. The fair value measurements utilized were classified as Level 3 assets within the fair value hierarchy under the provisions of ASC 820, Fair Value Measurements , and ASC 805, Business Combinations . The significant unobservable inputs used in the fair value measurem ent categorized within Level 3 of the fair value hierarchy included estimated results of operations over the earn-out period, volatility of gross profit and operating expenses, and the discount rate. The earn-out consideration was preliminarily valued at approximately $28.0 million at the acquisition date. Fair value of the earn-out consideration will be remeasured at the end of each calendar quarter until December 31, 2022. The changes in earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value during the three and six months ended March 31, 2022, is as follows (in thousands): Contingent Consideration Balance at September 30, 2021 $ — Earn-out from business acquisition 26,900 Balance at December 31, 2021 $ 26,900 Measurement period adjustment 1,100 Change in fair value (8,500) Balance at March 31, 2022 $ 19,500 During the three months ended March 31, 2022 , we recorded a measurement period adjustment of $1.1 million for the earn-out consideration fair value with a corresponding increase to goodwill, based on facts and circumstances in existence as of the effective date of the acquisition related to the discount rates associated with the expected earn-out payments. See further discussion in Note 3 - Bid4Assets Acquisition . During the three months ended March 31, 2022, the fair value of the earn-out liability was reduced by $8.5 million to $19.5 million, due to a decline in the auction events and transactions that are expected to be completed during the earn-out period ending December 31, 2022. This change resulted from events occurring subsequent to the November 1, 2021, acquisition date and therefore were not known nor knowable at that time. These events include extended timelines to advance legislation that allows for online auctions of foreclosed real estate in certain target markets, and other client specific delays in bringing foreclosed real estate to auction. This change in fair value was recorded as a gain within Fair value adjustment of acquisition earn-outs in the Condensed Consolidated Statements of Operations. The $19.5 million in earn-out liability as of March 31, 2022, is recorded within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. During the three and six months ended March 31, 2022, Bid4Assets achieved certain of the trailing twelve-month EBITDA targets such that payout totaling $3.5 million to former Bid4Assets shareholders is expected to be made by the Company during the third quarter of fiscal 2022. When valuing its Level 3 liability, management's estimation of fair value is based on the best information available in the circumstances and may incorporate management's own assumptions around market demand which could involve a level of judgment, taking into consideration a combination of internal and external factors. Changes in the fair value of the Company's Level 3 liability are recorded in Other operating (income) expenses in the Condensed Consolidated Statements of Operations. The Company’s financial assets and liabilities not measured at fair value are cash, accounts receivable, and accounts payable. The Company believes the carrying values of these instruments approximate fair value. As of March 31, 2022, the Company had no non-financial instruments measured at fair value on a non-recurring basis other than fair value measurements associated with the preliminary purchase accounting for Bid4Assets. See Note 3 - Bid4Assets Acquisition |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 6 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [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 Company guarantees GoIndustry's performance on all present and future obligations to make payments to the Scheme for up to a maximum of £10 million British pounds. The Scheme was closed to new members on January 1, 2002. The net periodic (benefit) is recognized within Interest and other income, net in the Condensed Consolidated Statements of Operations, and for the three and six months ended March 31, 2022, and 2021 included the following components: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 Interest cost $ 130 $ 94 $ 262 $ 201 Expected return on plan assets (232) (198) (467) (392) Amortization of prior service cost 5 6 10 11 Total net periodic (benefit) $ (97) $ (98) $ (195) $ (180) |
Legal Proceedings and Other Con
Legal Proceedings and Other Contingencies | 6 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Other Contingencies | Legal Proceedings and Other Contingencies The Company reserves for contingent liabilities based on ASC 450, Contingencies , when it determines that a liability is probable and reasonably estimable. From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. Former Employee Matters In May 2021, the Company’s former Vice President, Human Resources filed a complaint against the Company in federal court in Montgomery County, Maryland, alleging wrongful termination on the basis of gender, race, and age. The parties have completed the discovery phase of this case. On April 4, 2022, the Company filed a motion for summary judgment. The Company believes this claim is without merit and cannot estimate a range of potential liability, if any, at this time. The Company’s employment practices liability insurance carrier, CNA, has accepted tender of this claim. In October 2021, the Company’s former Chief Marketing Officer filed a claim with the Equal Employment Opportunity Commission (the “EEOC”), alleging wrongful termination on the basis of race and age and that the Company retaliated against him. The Company submitted its position statement to the EEOC on February 8, 2022. The Company believes these claims are without merit and cannot estimate a range of potential liability, if any, at this time. CNA has accepted tender of these claims as well. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company provides operating results in four reportable segments: GovDeals, Retail Supply Chain Group (RSCG), Capital Asset Group (CAG), and Machinio. Descriptions of our reportable segments are as follows: • The GovDeals reportable segment provides self-directed service solutions that enable local and state government entities including city, county and state agencies, located in the United States and Canada to sell surplus, salvage and real estate assets through our GovDeals and Bid4Assets marketplaces (see Note 3). • The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce services. This segment includes the Company's Liquidation.com, Secondipity and AllSurplus Deals marketplaces. Through the end of third quarter fiscal 2021, RSCG operated the Liquidation.com DIRECT marketplace for truckload quantities of retail surplus. Those assets are now sold on the Liquidation.com marketplace. • The CAG reportable segment provides managed and self-directed service solutions to sellers and consists of marketplaces that enable commercial businesses to sell surplus and idle assets. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. Commercial seller assets are located across North America, South America, Europe, Australia, Asia, and Africa. This segment includes the Company's GoIndustry DoveBid and AllSurplus marketplaces. • The Machinio reportable segment operates a global search engine platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors. We also report results of Corporate & Other, including elimination adjustments. Decisions concerning the allocation of the Company’s resources are made by the Company’s Chief Operating Decision Maker (CODM), which is the Company's Chief Executive Officer, with oversight by the Board of Directors. The Company reports reportable segment information based on the internal performance measures used by the CODM to assess the performance of each operating segment in a given period. In connection with that assessment, the CODM uses segment gross profit to evaluate the performance of each segment. Segment gross profit is calculated as total revenue less cost of goods sold (excludes depreciation and amortization). The following table sets forth certain financial information for the Company's reportable segments: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 GovDeals: Revenue $ — $ — $ — $ — Fee revenue 14,559 10,972 28,543 21,790 Total revenue 14,559 10,972 28,543 21,790 Gross profit $ 13,853 $ 10,376 $ 27,148 $ 20,579 RSCG: Revenue $ 33,967 $ 31,912 $ 66,050 $ 60,074 Fee revenue 7,858 7,170 14,459 13,915 Total revenue 41,825 39,082 80,509 73,989 Gross profit $ 16,619 $ 15,933 $ 30,876 $ 30,560 CAG: Revenue $ 3,417 $ 4,056 $ 7,552 $ 6,966 Fee revenue 5,575 5,436 12,648 10,439 Total revenue 8,992 9,492 20,200 17,405 Gross profit $ 6,085 $ 6,988 $ 14,805 $ 13,346 Machinio: Revenue $ — $ — $ — $ — Fee revenue 2,899 2,240 5,731 4,354 Total revenue 2,899 2,240 5,731 4,354 Gross Profit $ 2,750 $ 2,104 $ 5,424 $ 4,095 Corporate & Other, including elimination adjustments: Revenue $ — $ — $ — $ — Fee revenue — — — — Total revenue — — — — Gross profit $ — $ — $ — $ — Consolidated: Revenue $ 37,384 $ 35,968 $ 73,602 $ 67,040 Fee revenue 30,891 25,818 61,381 50,498 Total revenue 68,275 61,786 134,983 117,538 Gross profit $ 39,307 $ 35,401 $ 78,253 $ 68,580 The following table reconciles gross profit used in the reportable segments to the Company's consolidated results: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 Reconciliation: Gross profit $ 39,307 $ 35,401 $ 78,253 $ 68,580 Total operating expenses 34,824 29,763 69,287 58,315 Fair value adjustment of acquisition earn-outs (8,500) — (8,500) — Interest and other income, net (46) (29) (177) (214) Income before provision for income taxes $ 13,029 $ 5,667 $ 17,643 $ 10,479 The percent of our revenues that came from transactions conducted outside of the United States for the three months ended March 31, 2022, and 2021 w as 15.4% and 18.4%, respectively, and the percent of our revenue s that came from transactions conducted outside of the United States for the six months ended March 31, 2022, and 2021 was 14.5% and |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the condensed consolidated financial statements and accompanying notes. For the three and six months ended March 31, 2022, these estimates required the Company to make assumptions about the extent and duration of restrictions on cross-border transactions and the impact of the COVID-19 pandemic on macroeconomic conditions and, in turn, the Company's results of operations. As there remains uncertainty associated with the COVID-19 pandemic, the Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates. |
Contract Assets and Liabilities; Contract Costs | Contract Assets and Liabilities Contract assets reflect an estimate of expenses that will be reimbursed upon settlement with a seller. The contract asset balance was $0.8 million as of March 31, 2022, and $0.6 million as of September 30, 2021, and is included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Contract liabilities reflect obligations to provide services for which the Company has already received consideration, and generally arise from up-front payments received in connection with Machinio's subscription services. The contract liability balance was $5.1 million as of March 31, 2022, and $4.6 million as of September 30, 2021, and is included in the line item Deferred revenue on the Condensed Consolidated Balance Sheets. Of the September 30, 2021, contract liability balance, $3.4 million was earned as Fee revenue during the six months ended March 31, 2022. Performance obligations for Machinio's subscription services are satisfied over time as the Company provides the services over the term of the subscription. As of March 31, 2022, the Company has a remaining performance obligation of $5.1 million for these subscription services, and the Company expects to recognize the substantial majority of that amount as Fee revenue over the next 12 months. Contract Costs Contract costs relate to sales commissions paid on subscription contracts that are capitalized. Contract costs are amortized over the expected life of the customer contract. The contract cost balance w as $1.8 million a s of March 31, 2022, and $1.6 million as of September 30, 2021, and is included in the line items Prepaid expenses and other current assets and Other assets on the Condensed Consolidated Balance Sheets. Amortization expense was $0.3 million and $0.5 million during the three and six months ended March 31, 2022, and $0.2 million and $0.3 million during the three and six months ended |
Other Assets - Promissory Note | Other Assets - Promissory Note On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (Tanager). In connection with the disposition, Tanager assumed certain liabilities related to the Jacobs Trading business. Tanager issued a $12.3 million five-year interest-bearing promissory note to the Company. On October 10, 2019, the Company entered into a Forbearance Agreement and Amendment to Note, Security Agreement and Guaranty Agreement (the "Forbearance Agreement") with Tanager (now known as Jacobs Trading, LLC) and certain of its affiliates (collectively, "JTC"). In exchange for additional collateral, security, and a higher interest rate, the Company granted JTC a new repayment schedule that requires quarterly payments to be made from August 2020 to August 2023. Upon execution of the Forbearance Agreement, JTC repaid $2.5 million in principal plus $0.4 million in accrued interest. As of March 31, 2021, JTC had repaid $7.7 million of the $12.3 million owed to the Company and had an outstanding principal balance of $4.6 million. On May 12, 2021, the Company entered into the First Amendment to the Forbearance Agreement with JTC, providing JTC with full satisfaction and discharge from its indebtedness upon receipt of a $3.5 million payment made on May 17, 2021. As a result, the Company recorded a $1.1 million loss as a component of Other operating expenses in its Condensed Consolidated Statement of Operations during the three months ended June 30, 2021, representing the difference between the $4.6 million outstanding balance of principal and accrued interest and the $3.5 million payment received. There was no impact on the unaudited financial statements from this transaction as of and for the three and six months ended March 31, 2022, and March 31, 2021 |
Risk Associated with Certain Concentrations | Risk Associated with Certain Concentrations For the majority of buyers that receive goods before payment to the Company is made, credit evaluations are performed. However, for the remaining buyers, goods are not shipped before payment is made, and as a result the Company is not subject to significant collection risk from those buyers. For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf. The funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. The Company releases the funds to the seller, less the Company's commission and other fees due, through Accounts payable after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash in banks within interest bearing and earnings allowance checking accounts which may at times exceed federally insured limits (FDIC and/or SIPC), and Accounts receivable. The Company deposits its cash in interest bearing checking accounts with financial institutions that the Company considers to be of high credit quality. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The Company adopted the new standard on a prospective basis effective October 1, 2021. This accounting standard has not had a material impact on the Company's condensed consolidated financial statements. Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) |
Bid4Assets Acquisition (Tables)
Bid4Assets Acquisition (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of business acquisitions, by acquisition | The Company's preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the Bid4Assets acquisition date of November 1, 2021, is as follows: (in thousands) Fair Value Cash and cash equivalents $ 3,576 Intangible assets 16,500 Other assets 346 Total assets acquired 20,422 Payables to sellers 3,715 Operating lease liabilities 204 Deferred tax liabilities 3,724 Total liabilities assumed 7,642 Net identifiable assets acquired $ 12,780 Goodwill 29,960 Total consideration transferred $ 42,739 |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | The known intangible assets acquired were determined to consist of, and preliminarily fair valued at, the following: (in thousands) Useful Life (in years) Fair Value Contract intangibles 8 $ 13,900 Developed software 3 2,200 Trade name 3 400 Total identifiable intangible assets $ 16,500 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The computation of basic and diluted net income per share is as follows: Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Numerator: Net income $ 11,970 $ 5,260 $ 15,572 $ 9,775 Denominator: Basic weighted average shares outstanding 32,561,903 33,491,395 32,769,057 33,332,417 Dilutive impact of stock options, RSUs and RSAs 1,442,665 2,068,352 1,613,092 1,582,132 Diluted weighted average shares outstanding 34,004,568 35,559,747 34,382,149 34,914,549 Basic income per common share $ 0.37 $ 0.16 $ 0.48 $ 0.29 Diluted income per common share $ 0.35 $ 0.15 $ 0.45 $ 0.28 Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive 1,327,292 367,539 1,246,493 969,089 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Summary of lease expense and supplemental cash flow information | The components of lease expense are: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 Finance lease – lease asset amortization $ 21 $ 16 $ 42 $ 32 Finance lease – interest on lease liabilities 5 5 10 10 Operating lease cost 1,434 1,249 2,912 2,655 Operating lease impairment expense — 172 0 172 Short-term lease cost 64 47 117 121 Variable lease cost (1) 169 455 553 818 Sublease income (30) (30) (67) (106) Total net lease cost $ 1,663 $ 1,914 $ 3,567 $ 3,702 (1) Variable lease costs primarily relate to the Company's election to combine non-lease components such as common area maintenance, insurance and taxes related to its real estate leases. To a lesser extent, the Company's equipment leases have variable costs associated with usage and subsequent changes to costs based upon an index. Supplemental disclosures of cash flow information related to leases are: Six Months Ended March 31, (in thousands) 2022 2021 Cash paid for amounts included in operating lease liabilities $ 2,060 $ 2,251 Cash paid for amounts included in finance lease liabilities 51 17 Non-cash: lease liabilities arising from new operating lease assets obtained 3,158 885 Non-cash: lease liabilities arising from new finance lease assets obtained 179 — Non-cash: adjustments to lease assets and liabilities 1 (198) 3,286 (1) |
Schedule of operating lease maturities | Maturities of lease liabilities are: March 31, 2022 (in thousands) Operating Leases Finance Leases 2022 $ 2,641 $ 58 2023 4,782 117 2024 3,882 98 2025 3,176 69 2026 2,139 66 Thereafter 396 12 Total lease payments (1) $ 17,016 $ 420 Less: imputed interest (2) (1,879) (44) Total lease liabilities $ 15,137 $ 376 (1) The weighted average remaini ng lease term is 3.8 years for operating leases and 4.0 years for finance leases. (2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases. |
Schedule of finance lease maturities | Maturities of lease liabilities are: March 31, 2022 (in thousands) Operating Leases Finance Leases 2022 $ 2,641 $ 58 2023 4,782 117 2024 3,882 98 2025 3,176 69 2026 2,139 66 Thereafter 396 12 Total lease payments (1) $ 17,016 $ 420 Less: imputed interest (2) (1,879) (44) Total lease liabilities $ 15,137 $ 376 (1) The weighted average remaini ng lease term is 3.8 years for operating leases and 4.0 years for finance leases. (2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases. |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill activity | The carrying value and changes in the carrying value of goodwill attributable to each reportable segment were as follows: (in thousands) CAG GovDeals Machinio Total Balance at September 30, 2020 $ 21,550 $ 23,731 $ 14,558 $ 59,839 Translation adjustments 33 — — 33 Balance at September 30, 2021 $ 21,583 $ 23,731 $ 14,558 $ 59,872 Bid4Assets acquisition (see Note 3) — 29,960 — 29,960 Translation adjustments (141) — — (141) Balance at March 31, 2022 $ 21,442 $ 53,691 $ 14,558 $ 89,691 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | Intangible assets consist of the following: March 31, 2022 September 30, 2021 (in thousands) Useful Gross Accumulated Net Gross Accumulated Net Contract intangibles 6 - 8 17,000 (2,661) 14,339 3,100 (1,679) 1,421 Technology 3 - 5 5,300 (2,387) 2,913 2,700 (1,755) 945 Patent and trademarks 3 - 10 2,368 (1,411) 957 2,360 (1,273) 1,087 Total intangible assets $ 24,668 $ (6,459) $ 18,209 $ 8,160 $ (4,707) $ 3,453 |
Schedule of future expected amortization of intangible assets | Future expected amortization of intangible assets at March 31, 2022, is as follows: (in thousands) Expected Amortization Expense Years ending September 30, Remainder of 2022 $ 1,967 2023 3,791 2024 3,253 2025 2,013 2026 and thereafter 7,185 Total $ 18,209 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of stockholders' equity | The changes in stockholders’ equity for the prior year comparable period is as follows: Common Stock Treasury Stock (dollars in thousands) Shares Amount Additional Shares Amount Accumulated Accumulated Total Balance at September 30, 2020 34,082,406 $ 34 $ 247,892 $ (547,508) $ (3,983) $ (9,782) $ (122,346) $ 111,815 Net income — — — — — — 4,514 4,514 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 151,845 — 197 — — — — 197 Taxes paid associated with net settlement of stock compensation awards (7,703) — (57) — — — — (57) Forfeitures of restricted stock awards (13,733) — — — — — — — Common stock repurchased — — — (309,496) (4,103) — — (4,103) Common stock surrendered in the exercise of stock options — — 169 (9,384) (169) — — — Stock compensation expense — — 1,801 — — — — 1,801 Foreign currency translation — — — — — 896 — 896 Balance at December 31, 2020 34,212,815 $ 34 $ 250,002 $ (866,388) $ (8,255) $ (8,886) $ (117,832) $ 115,063 Net income — — — — — — 5,260 5,260 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 1,079,955 1 154 — — — — 155 Taxes paid associated with net settlement of stock compensation awards (177,463) — (3,145) — — — — (3,145) Common stock repurchased — — — (647,583) (12,040) — — (12,040) Common stock surrendered in the exercise of stock options — — 1,333 (73,228) (1,333) — — — Stock compensation expense — — 1,522 — — — — 1,522 Foreign currency translation — — — — — 123 — 123 Balance at March 31, 2021 35,115,307 $ 35 $ 249,866 $ (1,587,199) $ (21,628) $ (8,763) $ (112,572) $ 106,938 |
Share-based payment arrangement, expensed and capitalized, amount | The table below presents the components of share-based compensation expense (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Equity-classified awards: Stock options $ 534 $ 844 $ 1,591 $ 1,729 RSUs & RSAs 1,569 678 2,782 1,594 Total equity-classified awards $ 2,103 $ 1,522 $ 4,373 $ 3,323 Liability-classified awards: SARs (111) 239 (101) 667 Total stock compensation expense: $ 1,992 $ 1,761 $ 4,272 $ 3,990 The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statements of Operations (in thousands): Three Months Ended March 31, Six Months Ended March 31, 2022 2021 2022 2021 Stock Compensation Expense by Line Item Technology and operations $ 282 $ 257 $ 585 $ 624 Sales and marketing 542 454 1,032 1,034 General and administrative 1,168 1,050 2,655 2,332 Total stock compensation expense: $ 1,992 $ 1,761 $ 4,272 $ 3,990 |
Summary of stock options and restricted stock granted | The following table presents stock option and RSUs & RSAs grant activity: Six Months Ended March 31, 2022 Stock Options granted: Options containing only service conditions: 131,712 Weighted average exercise price $ 22.13 Weighted average grant date fair value $ 10.83 Options containing performance or market conditions: 129,945 Weighted average exercise price $ 22.17 Weighted average grant date fair value $ 10.30 RSUs & RSAs granted: RSUs & RSAs containing only service conditions: 1 354,934 Weighted average grant date fair value $ 21.78 RSUs & RSAs containing performance or market conditions: 1 451,085 Weighted average grant date fair value $ 18.84 ________________ 1 55,000 RSUs containing service conditions and 70,000 RSUs containing performance conditions were granted by private placement. |
Schedule of share-based payment award, stock options, valuation assumptions | The range of assumptions used to determine the fair value of stock options containing only service conditions using the Black-Sc holes option-pricing model during the six months ended March 31, 2022, were as follows: Six Months Ended March 31, 2022 Dividend yield — Expected volatility 57.0% - 61.2% Risk-free interest rate 1.1% - 1.8% Expected term 4.5 - 7.4 years |
Schedule of share-based payment award, valuation assumptions | The range of assumptions used to determine the fair value of stock options and RSUs & RSAs containing market conditions using Monte Carlo simulations during the six months ended March 31, 2022, were as follows: Six Months Ended March 31, 2022 Dividend yield — Expected volatility 57.2% - 62.9% Risk-free interest rate 1.1% - 1.5% Expected holding period (% of remaining term) 29.4% - 100.0% |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Changes in financial liabilities fair value | The changes in earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value during the three and six months ended March 31, 2022, is as follows (in thousands): Contingent Consideration Balance at September 30, 2021 $ — Earn-out from business acquisition 26,900 Balance at December 31, 2021 $ 26,900 Measurement period adjustment 1,100 Change in fair value (8,500) Balance at March 31, 2022 $ 19,500 |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit cost recognized | The net periodic (benefit) is recognized within Interest and other income, net in the Condensed Consolidated Statements of Operations, and for the three and six months ended March 31, 2022, and 2021 included the following components: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 Interest cost $ 130 $ 94 $ 262 $ 201 Expected return on plan assets (232) (198) (467) (392) Amortization of prior service cost 5 6 10 11 Total net periodic (benefit) $ (97) $ (98) $ (195) $ (180) |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information by segment | The following table sets forth certain financial information for the Company's reportable segments: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 GovDeals: Revenue $ — $ — $ — $ — Fee revenue 14,559 10,972 28,543 21,790 Total revenue 14,559 10,972 28,543 21,790 Gross profit $ 13,853 $ 10,376 $ 27,148 $ 20,579 RSCG: Revenue $ 33,967 $ 31,912 $ 66,050 $ 60,074 Fee revenue 7,858 7,170 14,459 13,915 Total revenue 41,825 39,082 80,509 73,989 Gross profit $ 16,619 $ 15,933 $ 30,876 $ 30,560 CAG: Revenue $ 3,417 $ 4,056 $ 7,552 $ 6,966 Fee revenue 5,575 5,436 12,648 10,439 Total revenue 8,992 9,492 20,200 17,405 Gross profit $ 6,085 $ 6,988 $ 14,805 $ 13,346 Machinio: Revenue $ — $ — $ — $ — Fee revenue 2,899 2,240 5,731 4,354 Total revenue 2,899 2,240 5,731 4,354 Gross Profit $ 2,750 $ 2,104 $ 5,424 $ 4,095 Corporate & Other, including elimination adjustments: Revenue $ — $ — $ — $ — Fee revenue — — — — Total revenue — — — — Gross profit $ — $ — $ — $ — Consolidated: Revenue $ 37,384 $ 35,968 $ 73,602 $ 67,040 Fee revenue 30,891 25,818 61,381 50,498 Total revenue 68,275 61,786 134,983 117,538 Gross profit $ 39,307 $ 35,401 $ 78,253 $ 68,580 |
Reconciliation of revenue from segments to consolidated | The following table reconciles gross profit used in the reportable segments to the Company's consolidated results: Three Months Ended March 31, Six Months Ended March 31, (in thousands) 2022 2021 2022 2021 Reconciliation: Gross profit $ 39,307 $ 35,401 $ 78,253 $ 68,580 Total operating expenses 34,824 29,763 69,287 58,315 Fair value adjustment of acquisition earn-outs (8,500) — (8,500) — Interest and other income, net (46) (29) (177) (214) Income before provision for income taxes $ 13,029 $ 5,667 $ 17,643 $ 10,479 |
Organization (Details)
Organization (Details) | 6 Months Ended |
Mar. 31, 2022segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | May 17, 2021 | Oct. 10, 2019 | Sep. 30, 2015 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||||||||||
Contract asset | $ 800,000 | $ 800,000 | $ 600,000 | |||||||
Contract liability | 5,100,000 | 5,100,000 | 4,600,000 | |||||||
Contract liability recognized as revenue | 3,400,000 | |||||||||
Capitalized contract cost, amortization | 300,000 | $ 200,000 | 500,000 | $ 300,000 | ||||||
Interest income | $ 46,000 | $ 29,000 | $ 177,000 | $ 214,000 | ||||||
Loss on sale of financing receivable | $ 1,100,000 | |||||||||
Cost of Goods | Contract With Commercial Client | Supplier Concentration Risk | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Concentration risk percentage | 51.70% | 61.20% | 56.00% | 60.60% | ||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Remaining performance obligation, period | 12 months | 12 months | ||||||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Machinio | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Remaining performance obligation | $ 5,100,000 | $ 5,100,000 | ||||||||
Tanager Acquisitions Promissory Note | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Receivable with imputed interest, face amount | $ 12,300,000 | |||||||||
Receivable with imputed interest, term | 5 years | |||||||||
Proceeds from collection of notes receivable | $ 3,500,000 | $ 2,500,000 | $ 7,700,000 | |||||||
Interest income | $ 400,000 | |||||||||
Receivable with imputed interest, net amount | $ 4,600,000 | $ 4,600,000 | $ 4,600,000 | |||||||
Prepaid Expenses and Other Current Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contract costs | $ 1,800,000 | $ 1,800,000 | $ 1,600,000 |
Bid4Assets Acquisition - Narrat
Bid4Assets Acquisition - Narrative (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 89,691 | $ 59,872 | $ 59,839 | ||
Intangible assets | 16,500 | ||||
Fair Value, Inputs, Level 3 | Recurring basis | |||||
Business Acquisition [Line Items] | |||||
Earn-out from business acquisition | $ 28,000 | $ 26,900 | |||
Bid4Assets | |||||
Business Acquisition [Line Items] | |||||
Goodwill, purchase accounting adjustments | $ 1,100 | ||||
Consideration transferred | 42,739 | ||||
Cash consideration | 14,700 | ||||
Business combination, consideration transferred, other | 300 | ||||
Business combination, earn out consideration in cash | 37,500 | ||||
Goodwill | 29,960 | ||||
Intangible assets | 16,500 | ||||
Bid4Assets | Contract intangibles | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 13,900 | ||||
Useful Life (in years) | 8 years | ||||
Bid4Assets | Developed software | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 2,200 | ||||
Useful Life (in years) | 3 years | ||||
Bid4Assets | Trade name | |||||
Business Acquisition [Line Items] | |||||
Intangible assets | $ 400 | ||||
Useful Life (in years) | 3 years | ||||
Bid4Assets | Fair Value, Inputs, Level 3 | Recurring basis | |||||
Business Acquisition [Line Items] | |||||
Earn-out from business acquisition | $ 28,000 |
Bid4Assets Acquisition - Alloca
Bid4Assets Acquisition - Allocation of the Purchase Price to the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||
Intangible assets | $ 16,500 | |||
Goodwill | $ 89,691 | $ 59,872 | $ 59,839 | |
Bid4Assets | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 3,576 | |||
Intangible assets | 16,500 | |||
Other assets | 346 | |||
Total assets acquired | 20,422 | |||
Payables to sellers | 3,715 | |||
Operating lease liabilities | 204 | |||
Deferred tax liabilities | 3,724 | |||
Total liabilities assumed | 7,642 | |||
Net identifiable assets acquired | 12,780 | |||
Goodwill | 29,960 | |||
Consideration transferred | $ 42,739 |
Bid4Assets Acquisition - Intang
Bid4Assets Acquisition - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Fair Value | $ 16,500 | |
Bid4Assets | ||
Business Acquisition [Line Items] | ||
Fair Value | $ 16,500 | |
Bid4Assets | Contract intangibles | ||
Business Acquisition [Line Items] | ||
Useful Life (in years) | 8 years | |
Fair Value | $ 13,900 | |
Bid4Assets | Developed software | ||
Business Acquisition [Line Items] | ||
Useful Life (in years) | 3 years | |
Fair Value | $ 2,200 | |
Bid4Assets | Trade name | ||
Business Acquisition [Line Items] | ||
Useful Life (in years) | 3 years | |
Fair Value | $ 400 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||||||
Net income | $ 11,970 | $ 3,602 | $ 5,260 | $ 4,514 | $ 15,572 | $ 9,775 |
Denominator: | ||||||
Basic weighted average shares outstanding | 32,561,903 | 33,491,395 | 32,769,057 | 33,332,417 | ||
Dilutive impact of stock options, RSUs and RSAs (in shares) | 1,442,665 | 2,068,352 | 1,613,092 | 1,582,132 | ||
Diluted weighted average shares outstanding | 34,004,568 | 35,559,747 | 34,382,149 | 34,914,549 | ||
Basic income per common share (in dollars per share) | $ 0.37 | $ 0.16 | $ 0.48 | $ 0.29 | ||
Diluted income per common share (in dollars per share) | $ 0.35 | $ 0.15 | $ 0.45 | $ 0.28 | ||
Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive | 1,327,292 | 367,539 | 1,246,493 | 969,089 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Mar. 31, 2022 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 4 years 9 months 18 days |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||||
Finance lease – lease asset amortization | $ 21 | $ 16 | $ 42 | $ 32 |
Finance lease – interest on lease liabilities | 5 | 5 | 10 | 10 |
Operating lease cost | 1,434 | 1,249 | 2,912 | 2,655 |
Impairment of long-lived and other assets | 0 | 172 | 0 | 172 |
Short-term lease cost | 64 | 47 | 117 | 121 |
Variable lease cost | 169 | 455 | 553 | 818 |
Sublease income | (30) | (30) | (67) | (106) |
Total net lease cost | $ 1,663 | $ 1,914 | $ 3,567 | $ 3,702 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Operating Leases | |
2022 | $ 2,641 |
2023 | 4,782 |
2024 | 3,882 |
2025 | 3,176 |
2026 | 2,139 |
Thereafter | 396 |
Total lease payments | 17,016 |
Less: imputed interest | (1,879) |
Total lease liabilities | 15,137 |
Finance Leases | |
2022 | 58 |
2023 | 117 |
2024 | 98 |
2025 | 69 |
2026 | 66 |
Thereafter | 12 |
Total lease payments | 420 |
Less: imputed interest | (44) |
Total lease liabilities | $ 376 |
Operating leases, weighted average remaining lease term | 3 years 9 months 18 days |
Finance leases, weighted average remaining lease term | 4 years |
Operating leases, weighted average discount rate | 6.40% |
Finance leases, weighted average discount rate | 5.50% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for amounts included in operating lease liabilities | $ 2,060 | $ 2,251 |
Cash paid for amounts included in finance lease liabilities | 51 | 17 |
Non-cash: lease liabilities arising from new operating lease assets obtained | 3,158 | 885 |
Non-cash: lease liabilities arising from new finance lease assets obtained | 179 | 0 |
Non-cash: adjustments to lease assets and liabilities | $ (198) | $ 3,286 |
Goodwill - Changes in Goodwill
Goodwill - Changes in Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Sep. 30, 2021 | |
Goodwill | ||
Balance at the beginning of the period | $ 59,872 | $ 59,839 |
Bid4Assets acquisition | 29,960 | |
Translation adjustments | (141) | 33 |
Balance at the end of the period | 89,691 | 59,872 |
CAG | ||
Goodwill | ||
Balance at the beginning of the period | 21,583 | 21,550 |
Bid4Assets acquisition | 0 | |
Translation adjustments | (141) | 33 |
Balance at the end of the period | 21,442 | 21,583 |
GovDeals | ||
Goodwill | ||
Balance at the beginning of the period | 23,731 | 23,731 |
Bid4Assets acquisition | 29,960 | |
Translation adjustments | 0 | 0 |
Balance at the end of the period | 53,691 | 23,731 |
Machinio | ||
Goodwill | ||
Balance at the beginning of the period | 14,558 | 14,558 |
Bid4Assets acquisition | 0 | |
Translation adjustments | 0 | 0 |
Balance at the end of the period | $ 14,558 | $ 14,558 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Goodwill acquired | $ 29,960 | |||
Fair value adjustments of acquisition earn-outs | $ 8,500 | $ 0 | 8,500 | $ 0 |
Fair Value, Inputs, Level 3 | Recurring basis | ||||
Segment Reporting Information [Line Items] | ||||
Fair value adjustments of acquisition earn-outs | $ 8,500 | |||
GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill acquired | $ 29,960 |
Intangible Assets - Carrying Am
Intangible Assets - Carrying Amount (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 24,668 | $ 8,160 |
Accumulated Amortization | (6,459) | (4,707) |
Total | 18,209 | 3,453 |
Contract intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 17,000 | 3,100 |
Accumulated Amortization | (2,661) | (1,679) |
Total | 14,339 | 1,421 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,300 | 2,700 |
Accumulated Amortization | (2,387) | (1,755) |
Total | 2,913 | 945 |
Patent and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,368 | 2,360 |
Accumulated Amortization | (1,411) | (1,273) |
Total | $ 957 | $ 1,087 |
Minimum | Contract intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 6 years | |
Minimum | Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 3 years | |
Minimum | Patent and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 3 years | |
Maximum | Contract intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 8 years | |
Maximum | Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 5 years | |
Maximum | Patent and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 10 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||||
Intangible assets | $ 16.5 | $ 16.5 | ||
Amortization of intangible assets | $ 1 | $ 0.3 | $ 1.8 | $ 0.7 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Sep. 30, 2021 |
Future expected amortization of intangible assets | ||
Remainder of 2022 | $ 1,967 | |
2023 | 3,791 | |
2024 | 3,253 | |
2025 | 2,013 | |
2026 and thereafter | 7,185 | |
Total | $ 18,209 | $ 3,453 |
Income Taxes (Details)
Income Taxes (Details) | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 11.70% | 6.70% |
Debt (Details)
Debt (Details) - USD ($) | Feb. 10, 2022 | Mar. 31, 2022 |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Amount outstanding | $ 0 | |
Revolving Credit Facility | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.05% | |
Line of credit facility, commitment fee percentage | 1.25% | |
Revolving Credit Facility | Minimum | Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.25% | |
Revolving Credit Facility | Maximum | Credit Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.75% | |
Revolving Credit Facility | Wells Fargo Bank, N.A | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |
Letter of Credit | Wells Fargo Bank, N.A | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | $ 137,079 | $ 135,015 | $ 115,063 | $ 111,815 | $ 135,015 | $ 111,815 |
Net income | 11,970 | 3,602 | 5,260 | 4,514 | $ 15,572 | $ 9,775 |
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units | 1 | 155 | 197 | |||
Taxes paid associated with net settlement of stock compensation awards | (958) | (851) | (3,145) | (57) | ||
Treasury Stock, Value, Acquired, Cost Method | (17,035) | (2,963) | (12,040) | (4,103) | ||
Common stock surrendered in the exercise of stock options | $ 0 | 0 | $ 0 | 0 | ||
Common stock surrendered in the exercise of stock options (in shares) | 0 | (73,228) | (4,678) | (82,612) | ||
Stock compensation expense | $ 2,102 | 2,270 | $ 1,522 | 1,801 | ||
Foreign currency translation | 123 | 896 | ||||
Balance | $ 132,989 | $ 137,079 | $ 106,938 | $ 115,063 | $ 132,989 | $ 106,938 |
Common Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance (in shares) | 35,533,071 | 35,457,095 | 34,212,815 | 34,082,406 | 35,457,095 | 34,082,406 |
Balance | $ 36 | $ 35 | $ 34 | $ 34 | $ 35 | $ 34 |
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 320,943 | 131,070 | 1,079,955 | 151,845 | ||
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units | $ 1 | $ 1 | ||||
Taxes paid associated with net settlement of stock compensation awards (in shares) | (47,124) | (40,239) | (177,463) | (7,703) | ||
Forfeiture of restricted stock awards (in shares) | (242,902) | (14,855) | (13,733) | |||
Balance (in shares) | 35,563,988 | 35,533,071 | 35,115,307 | 34,212,815 | 35,563,988 | 35,115,307 |
Balance | $ 36 | $ 36 | $ 35 | $ 34 | $ 36 | $ 35 |
Additional Paid-in Capital | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | 253,536 | 252,017 | 250,002 | 247,892 | 252,017 | 247,892 |
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units | 154 | 197 | ||||
Taxes paid associated with net settlement of stock compensation awards | (958) | (851) | (3,145) | (57) | ||
Common stock surrendered in the exercise of stock options | 0 | 100 | 1,333 | 169 | ||
Stock compensation expense | 2,102 | 2,270 | 1,522 | 1,801 | ||
Balance | $ 254,680 | $ 253,536 | $ 249,866 | $ 250,002 | $ 254,680 | $ 249,866 |
Treasury Stock | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance (in shares) | (2,373,946) | (2,222,083) | 866,388,000 | 547,508,000 | (2,222,083) | 547,508,000 |
Balance | $ (39,691) | $ (36,628) | $ 8,255 | $ 3,983 | $ (36,628) | $ 3,983 |
Treasury Stock, Shares, Acquired | (1,011,881) | (147,185) | (647,583,000) | (309,496,000) | ||
Treasury Stock, Value, Acquired, Cost Method | $ (17,035) | $ (2,963) | $ (12,040) | $ (4,103) | ||
Common stock surrendered in the exercise of stock options | $ 0 | $ (100) | $ (1,333) | $ (169) | ||
Common stock surrendered in the exercise of stock options (in shares) | 0 | (4,678) | (73,228,000) | (9,384,000) | ||
Balance (in shares) | 3,385,827 | (2,373,946) | 1,587,199,000 | 866,388,000 | 3,385,827 | 1,587,199,000 |
Balance | $ (56,726) | $ (39,691) | $ 21,628 | $ 8,255 | $ (56,726) | $ 21,628 |
Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | (9,142) | (9,011) | (8,886) | (9,782) | (9,011) | (9,782) |
Foreign currency translation | 123 | 896 | ||||
Balance | (9,311) | (9,142) | (8,763) | (8,886) | (9,311) | (8,763) |
Accumulated Deficit | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||
Balance | (67,660) | (71,398) | (117,832) | (122,346) | (71,398) | (122,346) |
Net income | 11,970 | 3,602 | 5,260 | 4,514 | ||
Balance | $ (55,690) | $ (67,660) | $ (112,572) | $ (117,832) | $ (55,690) | $ (112,572) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 06, 2021 | Sep. 30, 2021 | |
Stockholders' Equity | ||||||||
Shares reserved for issuance | 20,300,000 | 19,100,000 | 20,300,000 | |||||
Number of shares counted for grants of full value awards from reserve | 1.5 | 1.5 | ||||||
Number of shares available for grant | 2,350,615 | 2,350,615 | ||||||
Remaining number of shares authorized to be repurchased | 0 | |||||||
Treasury stock, value, acquired, cost method | $ 17,035 | $ 2,963 | $ 12,040 | $ 4,103 | ||||
Common stock surrendered in the exercise of stock options (in shares) | 0 | 73,228 | 4,678 | 82,612 | ||||
December 6, 2021 Stock Repurchase Plan | ||||||||
Stockholders' Equity | ||||||||
Amount yet to be expended under the program | $ 20,000 | |||||||
Shares repurchased | 1,011,881 | 1,159,066 | ||||||
Treasury stock, value, acquired, cost method | $ 17,000 | $ 20,000 | ||||||
Restricted Stock - Service Based | ||||||||
Stockholders' Equity | ||||||||
Shares and options vesting period | 4 years | |||||||
Stock Option - Service Based | ||||||||
Stockholders' Equity | ||||||||
Shares and options vesting period | 4 years | |||||||
Restricted Stock - Market Based | ||||||||
Stockholders' Equity | ||||||||
Shares and options vesting period | 4 years | |||||||
Stock Option - Market-Based | ||||||||
Stockholders' Equity | ||||||||
Shares and options vesting period | 4 years | |||||||
SARs | ||||||||
Stockholders' Equity | ||||||||
Shares issued | 0 | |||||||
Exercised (in shares) | 6,725 | |||||||
Cash paid to settle stock appreciation rights | $ 100 | |||||||
Canceled (in shares) | 3,250 | |||||||
Outstanding (in shares) | 32,070 | 32,070 |
Stockholders' Equity - Stock Ba
Stockholders' Equity - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders' Equity | ||||
Total stock compensation expense: | $ 1,992 | $ 1,761 | $ 4,272 | $ 3,990 |
Stock Options and RSUs and RSAs | ||||
Stockholders' Equity | ||||
Total equity-classified awards | 2,103 | 1,522 | 4,373 | 3,323 |
Stock options | ||||
Stockholders' Equity | ||||
Total equity-classified awards | 534 | 844 | 1,591 | 1,729 |
RSUs & RSAs | ||||
Stockholders' Equity | ||||
Total equity-classified awards | 1,569 | 678 | 2,782 | 1,594 |
SARs | ||||
Stockholders' Equity | ||||
Share-based payment arrangement, expense, liability awards | $ (111) | $ 239 | $ (101) | $ 667 |
Stockholders' Equity - Stock _2
Stockholders' Equity - Stock Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Technology and operations | ||||
Stockholders' Equity | ||||
Stock compensation expense | $ 282 | $ 257 | $ 585 | $ 624 |
Sales and marketing | ||||
Stockholders' Equity | ||||
Stock compensation expense | 542 | 454 | 1,032 | 1,034 |
General and administrative | ||||
Stockholders' Equity | ||||
Stock compensation expense | 1,168 | 1,050 | 2,655 | 2,332 |
Total stock compensation expense: | ||||
Stockholders' Equity | ||||
Stock compensation expense | $ 1,992 | $ 1,761 | $ 4,272 | $ 3,990 |
Stockholders' Equity - Grant Ac
Stockholders' Equity - Grant Activity (Details) | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Stock Option - Service Based | |
Stock Options granted: | |
Options granted (in shares) | shares | 131,712 |
Weighted average exercise price (USD per share) | $ / shares | $ 22.13 |
Weighted average grant date fair value (USD per share) | $ / shares | $ 10.83 |
Stock Option - Market-Based | |
Stock Options granted: | |
Options granted (in shares) | shares | 129,945 |
Weighted average exercise price (USD per share) | $ / shares | $ 22.17 |
Weighted average grant date fair value (USD per share) | $ / shares | $ 10.30 |
Restricted Stock - Service Based | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 354,934 |
Weighted average grant date fair value (USD per share) | $ / shares | $ 21.78 |
Restricted Stock - Market Based | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 451,085 |
Weighted average grant date fair value (USD per share) | $ / shares | $ 18.84 |
Restricted Stock Units (RSUs) - Service Condition | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 55,000 |
Restricted Stock Units (RSUs) - Performance Condition | |
RSUs & RSAs granted: | |
Restricted shares granted | shares | 70,000 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value (Details) | 6 Months Ended |
Mar. 31, 2022 | |
Employee Stock Option | |
Stockholders' Equity | |
Dividend yield percentage | 0.00% |
Expected volatility, minimum percentage | 57.00% |
Expected volatility, maximum percentage | 61.20% |
Risk free interest rate, minimum percentage | 1.10% |
Risk free interest rate, maximum percentage | 1.80% |
Stock Options, Restricted Stock Units And Stock Appreciation Rights, Market-Based | |
Stockholders' Equity | |
Dividend yield percentage | 0.00% |
Expected volatility, minimum percentage | 57.20% |
Expected volatility, maximum percentage | 62.90% |
Risk free interest rate, minimum percentage | 1.10% |
Risk free interest rate, maximum percentage | 1.50% |
Minimum | Employee Stock Option | |
Stockholders' Equity | |
Expected term | 4 years 6 months |
Minimum | Stock Options, Restricted Stock Units And Stock Appreciation Rights, Market-Based | |
Stockholders' Equity | |
Expected holding period percentage | 29.40% |
Maximum | Employee Stock Option | |
Stockholders' Equity | |
Expected term | 7 years 4 months 24 days |
Maximum | Stock Options, Restricted Stock Units And Stock Appreciation Rights, Market-Based | |
Stockholders' Equity | |
Expected holding period percentage | 100.00% |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | Nov. 01, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Money market funds | $ 0 | $ 0 | $ 40,000,000 | |||||
Fair value adjustments of acquisition earn-outs | (8,500,000) | $ 0 | (8,500,000) | $ 0 | ||||
Bid4Assets | Forecast | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Payment for contingent consideration liability, investing activities | $ 3,500,000 | |||||||
Fair Value, Nonrecurring | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Fair value, net asset (liability) | 0 | |||||||
Fair Value, Inputs, Level 3 | Recurring basis | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Earn-out from business acquisition | $ 28,000,000 | $ 26,900,000 | ||||||
Measurement period adjustment | 1,100,000 | |||||||
Fair value adjustments of acquisition earn-outs | (8,500,000) | |||||||
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability value | $ 19,500,000 | $ 26,900,000 | $ 19,500,000 | $ 0 | ||||
Fair Value, Inputs, Level 3 | Recurring basis | Bid4Assets | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Earn-out from business acquisition | $ 28,000,000 |
Fair Value Measurement - Contin
Fair Value Measurement - Contingent Consideration (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Fair value adjustments of acquisition earn-outs | $ (8,500) | $ 0 | $ (8,500) | $ 0 | ||
Fair Value, Inputs, Level 3 | Recurring basis | ||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Beginning balance | 26,900 | $ 0 | 0 | |||
Earn-out from business acquisition | $ 28,000 | 26,900 | ||||
Measurement period adjustment | 1,100 | |||||
Fair value adjustments of acquisition earn-outs | (8,500) | |||||
Ending balance | $ 19,500 | $ 26,900 | $ 19,500 |
Defined Benefit Pension Plan -
Defined Benefit Pension Plan - Narrative (Details) | Mar. 31, 2022GBP (£) |
Retirement Benefits [Abstract] | |
Guarantee obligation value, maximum | £ 10,000,000 |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | ||||
Interest cost | $ 130 | $ 94 | $ 262 | $ 201 |
Expected return on plan assets | (232) | (198) | (467) | (392) |
Amortization of prior service cost | 5 | 6 | 10 | 11 |
Total net periodic (benefit) | $ (97) | $ (98) | $ (195) | $ (180) |
Segment Information - Narrative
Segment Information - Narrative (Details) - segment | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue, Major Customer [Line Items] | ||||
Number of reportable segments | 4 | |||
Non-US | Sales Revenue | Geographic Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk percentage | 15.40% | 18.40% | 14.50% | 17.20% |
Segment Information - Reconcili
Segment Information - Reconciliation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 68,275 | $ 61,786 | $ 134,983 | $ 117,538 |
Gross profit | 39,307 | 35,401 | 78,253 | 68,580 |
Total operating expenses | 34,824 | 29,763 | 69,287 | 58,315 |
Fair value adjustments of acquisition earn-outs | 8,500 | 0 | 8,500 | 0 |
Interest and other income, net | (46) | (29) | (177) | (214) |
Income before provision for income taxes | 13,029 | 5,667 | 17,643 | 10,479 |
Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 14,559 | 10,972 | 28,543 | 21,790 |
Gross profit | 13,853 | 10,376 | 27,148 | 20,579 |
Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 41,825 | 39,082 | 80,509 | 73,989 |
Gross profit | 16,619 | 15,933 | 30,876 | 30,560 |
Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 8,992 | 9,492 | 20,200 | 17,405 |
Gross profit | 6,085 | 6,988 | 14,805 | 13,346 |
Operating Segments | Machinio | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,899 | 2,240 | 5,731 | 4,354 |
Gross profit | 2,750 | 2,104 | 5,424 | 4,095 |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 37,384 | 35,968 | 73,602 | 67,040 |
Revenue | Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Revenue | Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 33,967 | 31,912 | 66,050 | 60,074 |
Revenue | Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 3,417 | 4,056 | 7,552 | 6,966 |
Revenue | Operating Segments | Machinio | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Revenue | Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0 | 0 | 0 | 0 |
Fee revenue | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 30,891 | 25,818 | 61,381 | 50,498 |
Fee revenue | Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 14,559 | 10,972 | 28,543 | 21,790 |
Fee revenue | Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 7,858 | 7,170 | 14,459 | 13,915 |
Fee revenue | Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 5,575 | 5,436 | 12,648 | 10,439 |
Fee revenue | Operating Segments | Machinio | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,899 | 2,240 | 5,731 | 4,354 |
Fee revenue | Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 0 | $ 0 | $ 0 | $ 0 |