Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 05, 2022 | Mar. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --09-30 | ||
Document Period End Date | Sep. 30, 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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 405.9 | ||
Entity Common Stock, Shares Outstanding | 35,798,131 | ||
Documents Incorporated by Reference | Portions of the registrant's Proxy Statement relating to its 2023 Annual Stockholders' Meeting, to be filed subsequently, are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this Form 10-K. | ||
Entity Central Index Key | 0001235468 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Audit Information [Abstract] | ||
Auditor Name | Deloitte and Touche LLP | Ernst & Young LLP |
Auditor Location | McLean, Virginia | Tysons, Virginia |
Auditor Firm ID | 34 | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 96,122 | $ 106,335 |
Short-term investments | 1,819 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $449 and $490 | 11,792 | 5,866 |
Inventory, net | 11,679 | 12,468 |
Prepaid taxes and tax refund receivable | 1,631 | 1,713 |
Prepaid expenses and other current assets | 6,551 | 5,460 |
Total current assets | 129,594 | 131,842 |
Property and equipment, net | 19,094 | 17,634 |
Operating lease assets | 13,207 | 13,478 |
Intangible assets, net | 16,234 | 3,453 |
Goodwill | 88,910 | 59,872 |
Deferred tax assets | 13,628 | 23,822 |
Other assets | 7,437 | 5,475 |
Total assets | 288,104 | 255,576 |
Current liabilities: | ||
Accounts payable | 41,982 | 40,611 |
Accrued expenses and other current liabilities | 23,304 | 25,975 |
Current portion of operating lease liabilities | 4,540 | 4,250 |
Deferred revenue | 4,439 | 4,624 |
Payables to sellers | 49,238 | 33,713 |
Total current liabilities | 123,503 | 109,173 |
Operating lease liabilities | 9,687 | 10,098 |
Other long-term liabilities | 378 | 1,290 |
Total liabilities | 133,568 | 120,561 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 35,724,057 shares issued and outstanding at September 30, 2022; 35,457,095 shares issued and outstanding at September 30, 2021 | 36 | 35 |
Additional paid-in capital | 258,275 | 252,017 |
Treasury stock, at cost; 3,813,199 shares at September 30, 2022, and 2,222,083 shares at September 30, 2021 | (62,554) | (36,628) |
Accumulated other comprehensive loss | (10,285) | (9,011) |
Accumulated deficit | (30,936) | (71,398) |
Total stockholders' equity | 154,536 | 135,015 |
Total liabilities and stockholders' equity | $ 288,104 | $ 255,576 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 449 | $ 490 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 35,724,057 | 35,457,095 |
Common stock, shares outstanding (in shares) | 35,724,057 | 35,457,095 |
Treasury stock, common (in shares) | 3,813,199 | 2,222,083 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Total revenues | $ 280,050 | $ 257,531 | $ 205,940 |
Costs and expenses from operations: | |||
Cost of goods sold (excludes depreciation and amortization) | 119,407 | 107,678 | 96,016 |
Technology and operations | 55,522 | 47,673 | 42,158 |
Sales and marketing | 43,224 | 37,635 | 35,629 |
General and administrative | 28,282 | 28,938 | 29,166 |
Depreciation and amortization | 10,322 | 6,969 | 6,290 |
Fair value adjustment of acquisition earn-outs | (24,500) | 0 | 200 |
Other operating expenses, net | 388 | 1,470 | 378 |
Total costs and expenses | 232,645 | 230,363 | 209,837 |
Income (loss) from operations | 47,405 | 27,168 | (3,897) |
Interest and other income, net | (248) | (411) | (924) |
Income (loss) before income taxes | 47,653 | 27,579 | (2,973) |
Provision (benefit) for income taxes | 7,329 | (23,370) | 801 |
Net income (loss) | $ 40,324 | $ 50,949 | $ (3,774) |
Basic income (loss) per common share (in usd per share) | $ 1.25 | $ 1.53 | $ (0.11) |
Diluted income (loss) per common share (in usd per share) | $ 1.20 | $ 1.45 | $ (0.11) |
Basic weighted average shares outstanding (in shares) | 32,292,978 | 33,333,557 | 33,612,263 |
Diluted weighted average shares outstanding | 33,719,424 | 35,024,108 | 33,612,263 |
Purchase revenues | |||
Total revenues | $ 151,271 | $ 146,151 | $ 127,580 |
Consignment and other fee revenues | |||
Total revenues | $ 128,779 | $ 111,380 | $ 78,360 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 40,324 | $ 50,949 | $ (3,774) |
Other comprehensive (loss) income: | |||
Defined benefit pension plan—unrecognized amounts | 1,836 | 170 | (2,293) |
Foreign currency translation | (3,110) | 601 | 484 |
Other comprehensive (loss) income | (1,274) | 771 | (1,809) |
Comprehensive income (loss) | $ 39,050 | $ 51,720 | $ (5,583) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock, Common | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment |
Balance beginning (in shares) at Sep. 30, 2019 | 33,687,115 | |||||||||
Balance beginning treasury stock (in shares) at Sep. 30, 2019 | 0 | |||||||||
Balance at Sep. 30, 2019 | $ 116,175 | $ 0 | $ 34 | $ 242,686 | $ 0 | $ 0 | $ (7,973) | $ (118,572) | $ 0 | |
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | (3,774) | (3,774) | ||||||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 494,683 | |||||||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 111 | $ 0 | 111 | |||||||
Tax settlements associated with stock compensation expense (in shares) | (84,392) | |||||||||
Taxes paid associated with net settlement of stock compensation awards | (594) | (594) | ||||||||
Forfeiture of restricted stock awards (in shares) | (15,000) | |||||||||
Common stock repurchases (in shares) | (547,508) | |||||||||
Common stock repurchases | (3,983) | $ (3,983) | ||||||||
Stock compensation expense | 5,689 | 5,689 | ||||||||
Defined benefit pension plan—unrecognized amounts, net of taxes | (2,293) | (2,293) | ||||||||
Foreign currency translation and other | 484 | 484 | 0 | |||||||
Balance at Sep. 30, 2020 | 111,815 | $ 34 | 247,892 | $ (3,983) | (9,782) | (122,346) | ||||
Balance ending treasury stock (in shares) at Sep. 30, 2020 | 547,508 | |||||||||
Balance ending (in shares) at Sep. 30, 2020 | 34,082,406 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | 50,949 | 50,949 | ||||||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 1,605,618 | |||||||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 445 | $ 1 | 444 | |||||||
Tax settlements associated with stock compensation expense (in shares) | (217,196) | |||||||||
Taxes paid associated with net settlement of stock compensation awards | (3,915) | (3,915) | ||||||||
Forfeiture of restricted stock awards (in shares) | (13,733) | |||||||||
Common stock repurchases (in shares) | (1,591,963) | |||||||||
Common stock repurchases | $ (31,143) | $ (31,143) | ||||||||
Stock redeemed or called during period (in shares) | 82,612 | (82,612) | ||||||||
Common stock surrendered in the exercise of stock options | $ 0 | 1,502 | $ (1,502) | |||||||
Stock compensation expense | 6,094 | 6,094 | ||||||||
Defined benefit pension plan—unrecognized amounts, net of taxes | 170 | 170 | ||||||||
Foreign currency translation and other | 600 | 601 | (1) | |||||||
Balance at Sep. 30, 2021 | $ 135,015 | $ 35 | 252,017 | $ (36,628) | (9,011) | (71,398) | ||||
Balance ending treasury stock (in shares) at Sep. 30, 2021 | 2,222,083 | 2,222,083 | ||||||||
Balance ending (in shares) at Sep. 30, 2021 | 35,457,095 | 35,457,095 | ||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | $ 40,324 | 40,324 | ||||||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares) | 664,921 | |||||||||
Exercise of common stock options, grants of restricted stock awards, and vesting of restricted stock units | 0 | $ 1 | (1) | |||||||
Tax settlements associated with stock compensation expense (in shares) | (140,202) | |||||||||
Taxes paid associated with net settlement of stock compensation awards | (2,805) | (2,805) | ||||||||
Forfeiture of restricted stock awards (in shares) | (257,757) | |||||||||
Common stock repurchases (in shares) | (1,567,277) | |||||||||
Common stock repurchases | $ (25,447) | $ (25,447) | ||||||||
Stock redeemed or called during period (in shares) | 23,839 | (23,839) | ||||||||
Common stock surrendered in the exercise of stock options | $ (1) | 478 | $ (479) | |||||||
Stock compensation expense | 8,586 | 8,586 | ||||||||
Defined benefit pension plan—unrecognized amounts, net of taxes | 1,836 | 1,836 | ||||||||
Foreign currency translation and other | (2,972) | (3,110) | 138 | |||||||
Balance at Sep. 30, 2022 | $ 154,536 | $ 36 | $ 258,275 | $ (62,554) | $ (10,285) | $ (30,936) | ||||
Balance ending treasury stock (in shares) at Sep. 30, 2022 | 3,813,199 | 3,813,199 | ||||||||
Balance ending (in shares) at Sep. 30, 2022 | 35,724,057 | 35,724,057 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | |||
Net income (loss) | $ 40,324 | $ 50,949 | $ (3,774) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 10,322 | 6,969 | 6,290 |
Change in fair value of earn-out liability | (24,500) | 0 | 200 |
Stock compensation expense | 8,482 | 6,947 | 5,660 |
Inventory adjustment to net realizable value | 194 | 174 | 300 |
Provision for doubtful accounts | 136 | 297 | 200 |
Deferred tax expense (benefit) | 6,287 | (24,510) | 106 |
Impairment of long-lived and other non-current assets | 31 | 1,338 | 0 |
(Gain) loss on disposal of property and equipment | (14) | 80 | (29) |
Gain on disposal of lease assets | (240) | (23) | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (6,290) | (843) | 1,182 |
Inventory | 441 | (7,035) | (64) |
Prepaid taxes and tax refund receivable | 82 | (61) | 878 |
Prepaid expenses and other assets | (1,805) | (2,022) | 1,375 |
Operating lease assets and liabilities | 396 | (79) | (187) |
Accounts payable | 1,548 | 18,554 | 6,907 |
Accrued expenses and other current liabilities | (2,653) | 6,060 | (8,198) |
Distributions payable | 0 | 0 | (1,675) |
Deferred revenue | (185) | 1,369 | 207 |
Payables to sellers | 13,000 | 7,543 | 5,917 |
Other liabilities | (723) | (290) | 1,183 |
Net cash provided by operating activities | 44,833 | 65,417 | 16,478 |
Investing activities | |||
Purchases of property and equipment, including capitalized software | (8,121) | (5,419) | (4,186) |
Proceeds from note receivable | 0 | 4,343 | 2,824 |
Purchase of short-term investments | (1,820) | 0 | (25,000) |
Maturities of short-term investments | 0 | 0 | 55,000 |
Cash paid for business acquisition, net of cash acquired | (11,164) | 0 | 0 |
Other investing activities, net | 21 | 72 | 9 |
Net cash (used in) provided by investing activities | (21,084) | (1,004) | 28,647 |
Financing activities | |||
Payments of the principal portion of finance lease liabilities | (99) | (42) | (34) |
Payments of debt issuance costs | (91) | 0 | 0 |
Proceeds from exercise of common stock options, net of tax | 0 | 445 | 111 |
Taxes paid associated with net settlement of stock compensation awards | (2,806) | (3,915) | (594) |
Payment of earn-out liability related to business acquisition | (3,500) | 0 | (1,200) |
Common stock repurchases | (25,447) | (31,143) | (3,983) |
Net cash (used in) provided by financing activities | (31,943) | (34,655) | (5,700) |
Effect of exchange rate differences on cash and cash equivalents | (2,019) | 541 | 114 |
Net increase (decrease) in cash and cash equivalents | (10,213) | 30,299 | 39,539 |
Cash and cash equivalents at beginning of year | 106,335 | 76,036 | 36,497 |
Cash and cash equivalents at end of year | 96,122 | 106,335 | 76,036 |
Supplemental disclosure of cash flow information | |||
Cash paid (received) for income taxes, net | 885 | 1,442 | (1,519) |
Non-cash: Common stock surrendered in the exercise of stock options | $ 479 | $ 1,502 | $ 0 |
Organization
Organization | 12 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Liquidity Services, Inc. (Liquidity Services, the Company) is a leading global commerce company providing trusted marketplace platforms that power the circular economy. We create a better future for organizations, individuals, and the planet by capturing and unleashing the intrinsic value of surplus. We connect millions of buyers and thousands of sellers through our leading auction marketplaces, search engines, asset management software, and related services. Our comprehensive solutions enable the transparent, efficient, sustainable recovery of value from excess items owned by business and government sellers. Our business delivers value to shareholders by unleashing the intrinsic value of surplus through our marketplace platforms. These platforms ignite and enable a self-reinforcing cycle of value creation where buyers and sellers attract one another in growing numbers. The result of this cycle is a continuous flow of goods that becomes increasingly valuable as more participants join the platforms, thereby creating positive network effects that benefit sellers, buyers, and shareholders. Results from our operations are organized into four reportable segments: GovDeals, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG) and Machinio. See Note 16 - Segment Information for more information regarding our segments. Liquidity Services was incorporated in Delaware in November 1999 as Liquidation.com, Inc. and commenced operations in early 2000. On November 1, 2021, we acquired Bid4Assets, Inc. (Bid4Assets), a Maryland corporation based in Silver Spring, MD. Bid4Assets is a leading online marketplace focused on conducting real property auctions for the government, including tax foreclosure sales and sheriff's sales. 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 any future economic impact from the COVID-19 pandemic, inflationary pressures, and impacts from interest rate changes; the Company's susceptibility to rapid technological change; actual and potential competition by entities with greater financial and other resources; and the potential for the commercial sellers from which the Company derives a significant portion of its inventory to change the way they conduct their disposition of surplus assets or to otherwise terminate or not renew their contracts with the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. For the year ended September 30, 2022, these estimates required the Company to make assumptions about the extent and duration of continued restrictions on cross-border transactions and the impact of the COVID-19 pandemic and other disruptions on macroeconomic conditions and, in turn, the Company's results of operations. As there remains uncertainty associated with the Pandemic, the Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price (i.e., working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. Short-term Investments The Company's short-term investments are designated as held-to-maturity investment securities, recorded at amortized cost, and are included as a current asset in the line-item Short-term investments within our Consolidated Balance Sheets as their maturity is less than one-year from the balance sheet date. Interest income earned through our short-term investments are recorded to Interest and other income, net within the Consolidated Statements of Operations. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management’s judgment, which considers historical bad debt experience, a specific review of all significant outstanding invoices, and an assessment of general economic conditions. Inventory Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or net realizable value. Cost is generally determined using the specific identification method. Costs associated with our warehouse operations are expensed as incurred and included within Technology and operations expenses in the Statements of Operations. Charges for unsellable inventory, as well as for inventory written down to net realizable value, are included in Cost of goods sold in the period in which they have been determined to occur. Write-downs reflected in the inventory balances as of September 30, 2022, were immaterial. As of September 30, 2021, the Company's inventory reflects write-downs of $0.2 million. Prepaid expenses and other current assets Prepaid expenses and other current assets include the short-term portion of contract assets (described in "Contract Assets and Liabilities"), capitalized sales commissions paid (described in "Contract Costs"), as well as other miscellaneous prepaid expenses. 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 of 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 component of Other operating expenses in its Consolidated Statements of Operations during the year ended September 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 consolidated financial statements from the Forebearance Agreement as of and during the fiscal year ended September 30, 2022. Property and Equipment Property and equipment are recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One Office/operational equipment Two Furniture and fixtures Five Internally developed software for internal-use Two Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Vehicles Five years Land Not depreciated Leases The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the contract provides the right to control the use of an identified asset for a period of time. Lease assets and liabilities are recognized at the lease commencement date at an amount equal to the present value of the lease payments to be made over the lease term. The lease payments represent the combination of lease and nonlease components. The discount rate used to determine the present value is the Company’s incremental borrowing rate for a duration that is consistent with the lease term, as the rates implicit in the Company’s leases are generally not determinable. The Company’s incremental borrowing rate is estimated using publicly available information for companies with comparable financial profiles, adjusted for the impact of collateralization. The lease term includes the impacts of options to extend or terminate the lease only if it is reasonably certain that the option will be exercised. Lease expense related to operating lease assets and liabilities is recognized on a straight-line basis over the lease term. Lease expense related to finance lease assets is recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term, while lease expense related to finance lease liabilities is recognized using the interest method. Lease-related payments not included in the determination of the lease assets and liabilities, such as variable lease payments, are expensed as incurred. Lease assets and liabilities are not recognized when the lease term is 12 months or less, however, short-term lease expense is still recognized on a straight-line basis over the lease term. Balances related to the Company's operating leases are included within Operating lease assets, Current portion of operating lease liabilities, and Operating lease liabilities (non-current portion of operating lease liabilities). Balances related to the Company's finance leases are included within Other assets (finance lease assets), Accrued expenses and other current liabilities (current portion of finance lease liabilities), and Other long-term liabilities (non-current portion of finance lease liabilities). Lease assets are assessed for impairment in accordance with the Company’s accounting policy for the impairment of long-lived assets. Intangible Assets Intangible assets consist of contract intangibles, brand and technology, and patent and trademarks. Intangible assets are amortized using the straight-line method over their estimated useful lives. Impairment of Long-Lived Assets Long-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. The Company did not record impairment charges on material long-lived assets during the years ended September 30, 2022, 2021 and 2020. Goodwill Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company. The Company reviews goodwill for impairment annually on July 1, or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant contract. In evaluating goodwill for impairment, the Company may first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a fair value-based test. In applying a fair value-based test, the Company determines the fair value of each of its reporting units and compares that amount to the carrying amount of the respective reporting units, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, no impairment loss is recognized. If, instead, the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in the amount of the excess carrying value. Deferred Revenue Deferred revenue is primarily derived from Machinio Advertising and System subscriptions that range primarily from one to twenty-four months. Subscription fees are recognized ratably over the term of the agreements. Revenue Recognition In the Consolidated Statements of Operations, revenue from the resale of inventory that the Company purchases from sellers is recognized within Purchase revenues. Revenue from the sale of inventory that the Company sells on a consignment basis, and other non-consignment fee revenue, which includes Machinio's subscription services, is recognized within Consignment and other fee revenues. The Company recognizes revenue when or as performance obligations are satisfied and control is transferred to the customer. Revenue is recognized in the amount that reflects the consideration to which the Company expects to be entitled. Revenue is also evaluated to determine whether the Company should report the gross proceeds as revenue, when the Company acts as the principal in the arrangement, or the Company should report its revenue on a net basis, when the Company acts as an agent. Specifically, when other parties are involved in providing goods or services to a customer, the Company must determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself, or to arrange for another party to provide them. The Company evaluates the following factors to determine if it is acting as a principal: (1) whether the Company is primarily responsible for fulfilling the promise to provide the asset or assets; (2) whether the Company has inventory risk of the asset or assets before they are transferred to the buyer; and (3) whether the Company has discretion in establishing the price for the asset or assets. The Company enters into contracts with buyers and sellers. The Company has master agreements with some sellers pertaining to the sale of a flow of surplus assets over the term of the master agreement; however, a revenue contract for accounting purposes exists when the Company agrees to sell a specific asset or assets. When acting as a principal (a “purchase” arrangement), the Company purchases an asset or assets from a seller and then the Company seeks to sell the asset or assets to a buyer. The Company recognizes as Purchase revenues the gross proceeds from the sale, including buyer's premiums. In purchase arrangements, the contract with the seller is not a revenue contract in the scope of the revenue recognition guidance; rather, it is a purchase of inventory. When the Company is acting as an agent (a “consignment” arrangement), its performance obligation is to arrange for the seller to sell an asset or assets to the buyer directly. The Company recognizes Consignment revenues, which are composed of buyers premium’s and/or sales commissions, based on the amounts that are paid to the Company by the buyers and sellers for utilizing the Company's services, which represent a percentage of the gross transaction proceeds. For the Company’s CAG segment, certain transactions may involve cooperation with third parties to satisfy the performance obligation of arranging for the sale of assets to a buyer, with proceeds shared among the parties. When the Company controls whether to use third parties to fulfill its performance obligation, it is considered the principal and revenue is recognized based on the gross purchase or consignment proceeds, with amounts due to third parties recognized as an expense. When the seller requests multiple parties to fulfill its performance obligation, the Company is considered the agent and revenue is recognized based on the net purchase or consignment proceeds to be retained by the Company. In both purchase and consignment arrangements, the Company sometimes provides varying levels of services to the seller, such as returns management, refurbishment of assets, or valuation services. These services are considered integrated with the broader performance obligation to sell the seller’s assets to a buyer. Other services provided to sellers are not capable of being distinct, like providing access to the Company’s e-commerce marketplaces or promoting the asset or assets for sale, because they could not benefit the seller separately from the sale of their assets. The consideration received from buyers and sellers includes (1) buyer’s premiums, (2) seller’s commissions, and (3) fees for services, including reimbursed expenses. Consideration is variable based on units, final auction prices, or other factors, until the buyer’s purchase of the asset or assets is complete, or the service has been provided. Recognition of variable consideration that is based on the results of auctions or purchases by buyers is constrained until those transactions have been finalized. The Company estimates and recognizes amounts related to sales returns, discounts or rebates promised to customers, and reimbursed expenses, however, those estimates are not significant relative to the Company's consolidated revenues. Revenue is recognized when or as the performance obligation is satisfied. Variable consideration is allocated to individual performance obligations when the variable consideration is related to satisfying that performance obligation. The Company's revenue is generally recorded subsequent to receipt of payment authorization, utilizing credit cards, wire transfers and other methods of payments. Goods are generally not shipped before payment is received. For certain transactions, payment is due upon invoice and the payment terms vary depending on the segments. The Company collects and remits sales taxes on merchandise that it purchases and sells and has elected the practical expedient to exclude such sales tax amounts from the transaction price. The Company also provides shipping and handling services in some arrangements and has elected the practical expedient to treat those activities as a fulfillment costs and will recognize the costs of these services at the time revenue is recognized for the related assets sold. If the Company is acting as a principal for the combined obligation, amounts received from customers for shipping are recognized as Revenue, and amounts paid for shipping are recognized as Costs of goods sold. If the Company is acting as an agent for the combined obligation, shipping revenue and costs will be netted and recognized within Costs of goods sold. The Company’s purchase and consignment performance obligations are satisfied at the point in time when control of the asset is transferred to the buyer or when the service is completed. The Company determines when control has transferred by evaluating the following five indicators: (1) whether the Company has a present right to payment for the asset or assets; (2) whether the buyer has legal title to the asset; (3) whether the buyer has physical possession of the asset or assets; (4) whether the buyer has the significant risks and rewards of ownership; and (5) whether the buyer has accepted the asset or assets. For the Company's Machinio segment, the performance obligation has been identified as the stand ready obligation to provide access to the Machinio subscription services, which it satisfies over time and recognizes as other fee revenues. As of September 30, 2022, the Machinio segment had a remaining performance obligation of $4.4 million; the Company expects to recognize the substantial majority of that amount as Fee Revenue over the next 12 months. Cost of Goods Sold Cost of goods sold includes direct and incremental costs of purchasing inventory, transporting property for auction, shipping and handling costs, and credit card transaction fees. For transactions where the Company resells inventory that was purchased from sellers, the cost of goods sold includes the cost of that inventory, generally using specific identification. There are no inventory costs associated with consignment sales. 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 $0.6 million as of September 30, 2021 and $0.9 million as of September 30, 2022 and is included in the line item Prepaid expenses and other current assets on the consolidated balance sheets. Contract liabilities reflect obligations to provide services for which the Company has already received consideration, and generally arise from up-front payments received in connection with Machinio's subscription services. The contract liability balance was $4.6 million as of September 30, 2021, and $4.4 million as of September 30, 2022 and is included in the line item Deferred revenue on the consolidated balance sheets. Of the September 30, 2021 contract liability balance, $4.6 million was earned as Fee Revenue during the year ended September 30, 2022. Contract Costs Contract costs relate to sales commissions paid on subscription contracts that are capitalized within our Machinio segment. Contract costs are amortized over the expected life of the customer contract. The contract cost balance was $1.8 million as of September 30, 2022 and $1.6 million as of September 30, 2021 and is included in the line item Prepaid expenses and other current assets and Other assets on the consolidated balance sheet. Amortization expense was $1.1 million during the year ended September 30, 2022 and was $0.7 million during the year ended September 30, 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 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, as well as cash equivalent money market funds, all of which may at times exceed federally insured limits (FDIC and/or SIPC), and Accounts receivable. The Company deposits its cash in interest bearing chec king accounts, or acquires cash equivalent money market funds, each 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 it acquires and sells commercial merchandise. The property purchased under these contracts represented 55%, 61%, and 55% of cost of goods sold for the years ended September 30, 2022, 2021, and 2020, respectively. This con tract is included within the RSCG segment. Income Taxes The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence to estimate whether future taxable income will be generated to permit use of the existing deferred tax asset. The resulting net tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. Accounting Standards Codification (ASC) 740 states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of technical merits. The Company’s policy is to recognize interest and penalties in the period in which they occur in the income tax provision. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions including, among others, Canada and the U.K. Stock-Based Compensation The Company has incentive plans under which stock options, restricted stock units, restricted stock awards, and stock appreciation rights are issued. The awards issued can contain service conditions, performance conditions based upon Company financial results, and/or market conditions based upon changes in the Company's stock price. Service- and performance-based stock awards are measured at fair value on their grant date. Stock options and stock appreciation rights are measured at fair value using the Black-Scholes option-pricing model. However, because the stock appreciation rights are cash settled, they are also measured at fair value in each reporting period. The Black-Scholes option-pricing model includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company's historical results. Where applicable, the expected term assumption is derived separately for homogenous groups within overall award population. Restricted stock units and restricted stock awards are measured at fair value using the closing price of the Company's stock on the grant date. For service-based stock awards, the Company recognizes expense on a straight-line basis over the service period, which is generally a period one Market-based stock awards are measured at fair value on their grant date using a Monte Carlo simulation. The Monte Carlo simulation includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company's historical results. For market-based stock option and restricted stock awards, the Company recognizes expense on a straight-line basis over the derived service period determined by the Monte Carlo simulation, for each stock price target within the award. The Company accelerates expense when a stock price target is achieved prior to the derived service period. The Company, however, does not reverse expense recognized if the stock price target(s) are not ultimately achieved, as required by equity accounting for market-based awards. For market-based stock appreciation rights, because they are cash settled, they are measured at fair value in each reporting period. The Company recognized expense on a straight-line basis over the derived service period determined by the Monte Carlo simulation in each reporting period, for each stock price target within the award. The Company accelerates expense when a stock price target is achieved prior to the derived service period, and reverses expense recognized if the stock price target(s) are not ultimately achieved, as required by liability accounting for market-based awards. The Company recognizes the impact of forfeitures in the period they occur. Compensation expense from the stock awards is included in the same lines on the consolidated statements of operations as the cash compensation to the employees receiving the stock awards. Excess tax benefits realized from stock awards are reported as cash flows from operating activities on the consolidated statement of cash flows. Advertising Costs Advertising expenditures are expensed as incurred. Advertising costs charged to expense were $4.6 million , $3.2 million and $2.6 million for the years ende d September 30, 2022, 2021, and 2020, respectively. Treasury Stock Treasury stock is presented at cost, including any applicable commissions and fees, as a reduction of stockholders’ equity in the consolidated balance sheets and statements of equity. Treasury stock held by us may be retired or reissued in the future. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is primarily the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in Accumulated other comprehensive loss, a separate component of stockholders' equity. Realized and unrealized foreign currency transaction gains and losses are included in Interest and other income, net in the Consolidated Statements of Operations. Accumulated Other Comprehensive Loss The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Net Change Pension Accumulated Other Comprehensive Loss Balance at September 30, 2019 $ (8,569) $ 596 $ (7,973) Current-period other comprehensive (loss) income 484 (2,293) (1,809) Balance at September 30, 2020 (8,085) (1,697) (9,782) Current-period other comprehensive (loss) income 601 170 771 Balance at September 30, 2021 (7,484) (1,527) (9,011) Current-period other comprehensive (loss) income (3,110) 1,836 (1,274) Balance at September 30, 2022 $ (10,594) $ 309 $ (10,285) 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 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) , or ASC 326. ASC 326, including all amendments and related guidance, was designed to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit. ASC 326 will require estimation of expected credit losses using a methodology that takes into consideration a broad range of reasonable and supportable information. The guidance will be effective for the Company beginning on October 1, 2023, due to the fact that the Company was classified as a smaller reporting company defined by the SEC at the time the rule was effective for public business entities. The guidance will be applied on a modified-retrospective basis, with any cumulative-effect adjustment recorded to retained earnings on the adoption date. The Company is in the process of evaluating the impact ASC 326 will have on its consolidated financial statements and expects to estimate credit losses on its financial assets such as its Accounts receivable and money market funds. While the Company has not experienced significant credit losses historically, the materiality of the impact of adoption will depend on events and conditions as of the date of adoption, which cannot be determined conclusively at this time. |
Bid4Assets Acquisition
Bid4Assets Acquisition | 12 Months Ended |
Sep. 30, 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 September 30, 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 consolidated financial statements. The allocation of the purchase price will be finalized once all 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, the valuation of intangible assets acquired and earn-out liability, 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 consideration transferred to the former shareholders of Bid4Assets was approximately $42.7 million consisting of $14.7 million in cash (net of working capital adjustments totaling $0.3 million) and earn-out consideration with a preliminary fair value of $28.0 million. Former shareholders 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 3,847 Total liabilities assumed 7,766 Net identifiable assets acquired $ 12,656 Goodwill 30,083 Total consideration transferred $ 42,739 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as Goodwill. The Goodwill associated with our acquisition includes the acquired assembled work force, and the value associated with the opportunity to leverage the workforce to continue to grow by adding additional customer relationships or new solutions in the future. Based on management's preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, Goodwill of approximately $30.1 million was recorded. The total Goodwill arising from the acquisition is included in the GovDeals reportable segment and reporting unit and is not deductible for tax purposes. The known intangible assets acquired were determined to consist of, and 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 year ended September 30, 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 Consolidated Balance Sheets. See further discussion of this matter within Note 13 - Fair Value Measurement . Other Information |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company calculates basic EPS by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period, excluding unvested restricted stock awards. The Company calculates diluted net income (loss) per share by dividing net income (loss) by the weighted-average number of common shares and potentially dilutive common shares outstanding during the reporting period using the treasury stock method. The Company's potentially dilutive common shares include stock options, restricted stock units, and restricted stock awards. For such awards that have performance- or market-conditions, they are considered dilutive only when those performance- or market-conditions have been satisfied as of the reporting date. However, in periods of a net loss, the Company's diluted EPS will equal its basic EPS, as all its potential common shares are anti-dilutive in that case. In periods of net income, t he calculation of diluted net income per share will exclude all anti-dilutive common shares. The computation of basic and diluted net income per share is as follows: Year Ended September 30, 2022 2021 2020 Numerator: Net income (loss) $ 40,324 $ 50,949 $ (3,774) Denominator: Basic weighted average shares outstanding 32,292,978 33,333,557 33,612,263 Dilutive impact of stock options, RSUs and RSAs 1,426,446 1,690,551 — Diluted weighted average shares outstanding 33,719,424 35,024,108 33,612,263 Basic income (loss) per common share $ 1.25 $ 1.53 $ (0.11) Diluted income (loss) per common share $ 1.20 $ 1.45 $ (0.11) Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive 1,009,288 420,454 3,526,055 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2022 2021 (in thousands) Computers and purchased software $ 2,058 $ 1,981 Developed software for internal-use 22,168 18,942 Equipment 8,536 6,373 Leasehold improvements 3,256 3,244 Building 2,158 2,158 Furniture and fixtures 527 655 Vehicles 1,406 1,129 Land 754 754 Construction in progress 1,812 956 Total property and equipment 42,675 36,192 Less: Accumulated depreciation and amortization (23,581) (18,558) Total property and equipment, net $ 19,094 $ 17,634 Depreciation and amortization expense related to property and equipment for the years ended September 30, 2022, 2021 and 2020, was $6.5 million, $5.6 million and $4.9 million, respectively. Included in those amounts is amortization of internally developed software for internal-use of $4.7 million, $3.9 million and $2.9 million, respectively. The Company did not record impairment charges on material property and equipment during the years ended September 30, 2022, |
Leases
Leases | 12 Months Ended |
Sep. 30, 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 to 4.3 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: September 30, 2022 2021 (in thousands) Finance lease – lease asset amortization $ 80 $ 54 Finance lease – interest on lease liabilities 21 22 Operating lease cost 5,695 5,139 Operating lease impairment expense — 172 Short-term lease cost 337 242 Variable lease cost (1) 1,368 1,532 Sublease income (111) (184) Total net lease cost $ 7,390 $ 6,977 (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: September 30, 2022 (in thousands) Operating Leases Finance Leases 2023 $ 5,267 $ 116 2024 4,366 97 2025 3,576 68 2026 2,139 65 2027 396 12 Thereafter — — Total lease payments (1) $ 15,744 $ 358 Less: imputed interest (2) (1,516) (33) Total lease liabilities $ 14,228 $ 325 (1) The weighted average remaining lease term is 3.3 years for operating leases and 3.6 years for finance leases. (2) The weighted average discount rate is 6.2% for operating leases and 5.6% for finance leases. Supplemental disclosures of cash flow information related to leases are: (in thousands) Year Ended September 30, 2022 2021 Cash paid for amounts included in operating lease liabilities $ 4,368 $ 4,319 Cash paid for amounts included in finance lease liabilities 99 42 Non-cash: lease liabilities arising from new operating lease assets obtained 4,664 3,349 Non-cash: lease liabilities arising from new finance lease assets obtained 175 137 Non-cash: adjustments to lease assets and liabilities 1 (196) 3,756 (1) These include adjustments due to lease modifications, renewals, and other related adjustments. |
Leases | Leases The Company has operating leases for its corporate offices, warehouses, vehicles and equipment. The operating leases have remaining terms of up to 4.3 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: September 30, 2022 2021 (in thousands) Finance lease – lease asset amortization $ 80 $ 54 Finance lease – interest on lease liabilities 21 22 Operating lease cost 5,695 5,139 Operating lease impairment expense — 172 Short-term lease cost 337 242 Variable lease cost (1) 1,368 1,532 Sublease income (111) (184) Total net lease cost $ 7,390 $ 6,977 (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: September 30, 2022 (in thousands) Operating Leases Finance Leases 2023 $ 5,267 $ 116 2024 4,366 97 2025 3,576 68 2026 2,139 65 2027 396 12 Thereafter — — Total lease payments (1) $ 15,744 $ 358 Less: imputed interest (2) (1,516) (33) Total lease liabilities $ 14,228 $ 325 (1) The weighted average remaining lease term is 3.3 years for operating leases and 3.6 years for finance leases. (2) The weighted average discount rate is 6.2% for operating leases and 5.6% for finance leases. Supplemental disclosures of cash flow information related to leases are: (in thousands) Year Ended September 30, 2022 2021 Cash paid for amounts included in operating lease liabilities $ 4,368 $ 4,319 Cash paid for amounts included in finance lease liabilities 99 42 Non-cash: lease liabilities arising from new operating lease assets obtained 4,664 3,349 Non-cash: lease liabilities arising from new finance lease assets obtained 175 137 Non-cash: adjustments to lease assets and liabilities 1 (196) 3,756 (1) These include adjustments due to lease modifications, renewals, and other related adjustments. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 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: Goodwill (in thousands) GovDeals CAG Machinio Total Balance at September 30, 2019 $ 23,731 $ 21,178 $ 14,558 $ 59,467 Translation adjustments — 372 — 372 Balance at September 30, 2020 $ 23,731 $ 21,550 $ 14,558 $ 59,839 Translation adjustments — 33 — 33 Balance at September 30, 2021 $ 23,731 $ 21,583 $ 14,558 $ 59,872 Bid4Assets acquisition (see Note 3) 30,083 — — 30,083 Translation adjustments — (1,045) — (1,045) Balance at September 30, 2022 $ 53,814 $ 20,538 $ 14,558 $ 88,910 Accumulated goodwill impairment losses as of September 30, 2022, and 2021 were $168.6 million. Impairment Analysis 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 13 – Fair Value Measurement , the fair value of the Bid4Assets earn-out liability declined by $24.5 million during the fiscal year ended September 30, 2022, due to timing changes impacting the level of auction events and transactions that are expected to occur during the earn-out period ending December 31, 2022. These timing changes have not reflected substantive changes to the long-term outlook for real estate sales within the GovDeals segment and were not considered a triggering event for testing goodwill or long-lived assets for impairment as of September 30, 2022. The Company has also continued to evaluate the impact of the COVID-19 pandemic and other ongoing macroeconomic disruptions on the recoverability of its Goodwill. The Company did not identify any indicators of impairment that required an interim goodwill impairment test during the three months ended September 30, 2022. As of July 1, 2022, the Company performed its annual impairment test using the optional qualitative assessment for each of our reporting units. For each of our reporting units, based upon the significance of positive indicators identified through our assessment of qualitative evidence, we concluded that it was more likely than not that the fair value of each reporting unit exceeded their carrying amounts. The Company did not record impairment charges on goodwill during the years ended September 30, 2022, |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets consist of the following: Balance as of September 30, 2022 Balance as of September 30, 2021 Useful Weighted average useful Gross Accumulated Net Gross Accumulated Net (in thousands) (in thousands) Contract intangibles 6 - 8 7.5 $ 17,000 $ (3,789) $ 13,211 $ 3,100 $ (1,679) $ 1,421 Brand and technology 3 - 5 4.2 5,300 (3,089) 2,211 2,700 (1,755) 945 Patent and trademarks 7 - 10 9.0 2,381 (1,569) 812 2,360 (1,273) 1,087 Total intangible assets, net $ 24,681 $ (8,447) $ 16,234 $ 8,160 $ (4,707) $ 3,453 The gross carrying amount of total intangible assets increased by $16.5 million during the year ended September 30, 2022, primarily 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 September 30, 2022, is as follows: Year Ending September 30, Amortization (in thousands) 2023 $ 3,790 2024 3,252 2025 2,012 2026 1,767 2027 1,759 Thereafter 3,654 Total $ 16,234 Amortization expense related to intangible assets for the years ended September 30, 2022, 2021 and 2020 was $3.7 million, $1.3 million and $1.3 million, respectively. The increase in intangible amortization expense was primarily due to the Bid4Assets acquisition. The Company did not record impairment charges on any intangible assets during the years ended September 30, 2022, 2021 and 2020. The Company has continued to evaluate the impact of the COVID-19 pandemic, ongoing macroeconomic disruptions, and the subsequent financial performance of Bid4Assets, on the recoverability of its long-lived assets. The Company did not identify any indicators of impairment requiring an interim impairment test on material long-lived assets during the year ended September 30, 2022. |
401(k) Benefit Plan
401(k) Benefit Plan | 12 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
401(k) Benefit Plan | 401(k) Benefit PlanThe Company has a retirement plan (the Plan), which is intended to be a qualified plan under Section 401(k) of the Internal Revenue Code. The Plan is a defined contribution plan available to all eligible employees and allows participants to contribute up to the legal maximum of their eligible compensation, not to exceed the maximum tax-deferred amount allowed by the Internal Revenue Service. The Plan also allows the Company to make discretionary matching contributions. During the year ended September 30, 2020, the Company changed its employer contributions from a safe harbor matching program to be fully discretionary where employer contributions may be provided to participants based upon the Company's financial performance and metrics at the end of its fiscal and calendar years. For the years ended September 30, 2022, 2021, and 2020, the Company recorded expenses of $1.0 million, $1.1 million and $0.9 million, respectively, related to its contributions to the Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the provision for income taxes of continuing operations are as follows: Year Ended September 30, 2022 2021 2020 (in thousands) Current tax provision (benefit): U.S. Federal $ — $ — $ — State 487 293 382 Foreign 555 847 313 1,042 1,140 695 Deferred tax provision (benefit): U.S. Federal 4,962 (23,315) 74 State 1,275 (1,252) (27) Foreign 50 57 59 6,287 (24,510) 106 Total (benefit) provision $ 7,329 $ (23,370) $ 801 Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows: September 30, 2022 2021 (in thousands) Deferred tax assets: Net operating losses—Foreign $ 12,409 $ 13,593 Net operating losses—U.S. 24,054 31,456 Accrued vacation and bonus 701 678 Inventory capitalization 683 219 Inventory reserves 24 — Allowance for doubtful accounts 113 96 Stock compensation expense 2,198 1,415 Operating lease liabilities 3,565 3,605 Depreciation — 2,339 Other 845 897 Total deferred tax assets before valuation allowance 44,592 54,298 Less: valuation allowance (12,259) (13,813) Net deferred tax assets 32,333 40,485 Deferred tax liabilities: Amortization of intangibles 3,453 107 Amortization of goodwill 7,595 7,322 Depreciation 938 — Capitalized costs 2,786 5,602 Operating/right of use assets 3,325 3,394 Pension liability 608 238 Total deferred tax liabilities $ 18,705 $ 16,663 Net deferred taxes $ 13,628 $ 23,822 The reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations is as follows: Year Ended September 30, 2022 2021 2020 U.S. statutory rate 21.0 % 21.0 % 21.0 % Stock-based stock compensation expense (2.0) % (14.1) % (14.9) % Nondeductible compensation expense 2.0 % 5.5 % (6.0) % Fair value adjustments of acquisition earn-outs (10.8) % — % — % Other permanent items (0.4) % 0.1 % (1.1) % State taxes 3.3 % 3.0 % (13.2) % Net foreign rate differential 0.1 % 0.5 % (0.8) % Unrecognized tax benefits — % 0.1 % 5.1 % Change in valuation allowance (3.3) % (98.9) % 9.9 % Write-down of deferred tax assets on share-based stock compensation 0.5 % 0.7 % (12.3) % Write-down of deferred tax assets on net operating loss 4.2 % (2.8) % (15.9) % Other 0.8 % 0.2 % 1.3 % Effective rate 15.4 % (84.7) % (26.9) % As of September 30, 2022 and 2021, the Company had federal and state deferred tax assets of $13.4 million and $23.5 million, respectively, related to available federal and state net operating loss (NOL) carryforwards, foreign tax credit carryforwards, and other U.S. deductible temporary differences. The federal and state NOL carryforwards expire beginning in 2037 and 2023, respectively. The Company's ability to use these various carryforwards to offset any taxable income generated in future taxable periods may be limited under Section 382 and other federal tax provisions. The foreign tax credit carryforwards expire beginning in 2023. At September 30, 2022 and 2021, the Company had deferred tax assets related to available foreign NOL carryforwards of $12.4 million and $13.6 million, respectively. All but $0.5 million of our foreign NOLs maintain an indefinite carry forward life. The NOLs with limited carryforward periods will expire beginning in 2023. The Company evaluates the recoverability of its deferred tax assets on a jurisdictional basis by considering whether deferred tax assets will be realized on a more likely than not basis. To the extent a portion or all of the applicable deferred tax assets do not meet the more likely than not threshold, a valuation allowance is recorded. Consideration was given to the tax planning strategies and, when applicable, future taxable income as to how much of the relevant deferred tax asset could be realized on a more likely than not basis. The Company has recorded a valuation allowance of $12.3 million and $13.8 million against its gross deferred tax asset balance at September 30, 2022 and 2021, respectively. At each reporting date, the Company considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of September 30, 2022, the Company determined that there was sufficient positive evidence to conclude that it is more likely than not that all of its U.S. deferred tax assets are realizable, except for $0.5 million of foreign tax credit carry forwards that expire beginning in 2023. The Tax Act and Jobs Act of 2017 ("The Tax Act") subjects a U.S. shareholder to a minimum tax on "global intangible low-taxed income" ("GILTI") earned by certain foreign subsidiaries. The FASB Staff Q&A Topic 740 No. 5. Accounting for Global Intangible Low-Taxed Income states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. The Company has elected to recognize the resulting tax on GILTI as an expense in the period the tax is incurred. On July 10, 2018, the Company acquired 100% of the stock of Machinio for $19.9 million. Under the acquisition method of accounting, the Company recorded a net deferred tax liability of $0.7 million comprised primarily of acquired intangibles netted against NOLs and other deferred assets and recognized a $0.7 million tax benefit from a reduction to its valuation allowance. The total amount of acquired NOLs, which are subject to limitations under Section 382, were $1.4 million. On November 1, 2021, the Company acquired 100% of the stock of Bid4Assets, Inc. for $42.7 million. Under the acquisition method of accounting, the Company recorded a net deferred tax liability of $3.8 million comprised primarily of acquired intangibles netted against NOLs and other deferred assets. The total amount of NOLs, which are subject to limitations under Section 382, were $1.2 million. The Company has not recorded a provision for deferred U.S. tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of such undistributed foreign earnings was $8.6 million as of September 30, 2022. As of September 30, 2022, and 2021, $20.3 million and $22.4 million, respectively, of cash and cash equivalents was held overseas and not available to fund domestic operations without incurring taxes upon repatriation. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended September 30, 2022 2021 2020 Beginning balance at October 1 $ 143 $ 123 $ 273 Additions based on positions related to the current year — — — Additions for tax positions of prior years — 20 — Reductions for tax positions of prior years — — (150) Settlements — — — Balance at September 30 $ 143 $ 143 $ 123 The Company applies the authoritative guidance related to uncertainty in income taxes. ASC 740 states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. During 2022, the Company did not identify any new uncertain tax positions. |
Debt
Debt | 12 Months Ended |
Sep. 30, 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 (as fined in the Credit Agreement), on a quarterly basis, equal to 0.05% per annum on the daily amount of the available, but unused, balance on the Line of Credit. The Company also pays a Letter of Credit Fee (as defined in the Credit Agreement), on a quarterly basis, equal to 1.25% on the daily amount available to be drawn for standby letters of credit. Interest incurred on any draws under the Line of Credit, as well as the Unused Commitment Fee and Letter of Credit Fee, are included within Interest and other income, net in the 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 September 30, 2022, the Company was in full compliance with the terms and conditions of the Credit Agreement. During the year ended September 30, 2022, the Company did not make any draws under the Credit Agreement. As of September 30, 2022, the Company had no outstanding borrowings under the Credit Agreement. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Equity Transactions | Equity Transactions 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, and a plan and private placement issuances related to the Company’s acquisition of Machinio. During the year ended September 30, 2022, the Company's shareholders approved an amendment to the LTIP to increase the number of shares of common stock reserved for issuance from $19.1 million to $20.3 million. Accordingly, as of September 30, 2022, the Company has reserved at total of $20.3 million 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 September 30, 2022, 2.3 million sha res of common stock remained available for use. Stock Compensation Expense The table below presents the components of share-based compensation expense (in thousands): Year Ended September 30, 2022 2021 2020 Equity-classified awards: Stock options $ 2,673 $ 3,117 $ 2,054 RSUs & RSAs 5,912 2,977 3,635 Liability-classified awards: SARs $ (104) $ 853 $ (29) Total stock compensation expense: $ 8,481 $ 6,947 $ 5,660 The Company’s total liabilities for liability-classified stock compensation awards was $0.2 million and $0.5 million as of September 30, 2022 and 2021, the current portion of which was $0.2 million and $0.3 million, respectively. The table below presents the components of share-based compensation expense by line item within our Consolidated Statements of Operations (in thousands): Year Ended September 30, 2022 2021 2020 Stock Compensation Expense by Line Item Technology and operations $ 1,307 $ 1,016 $ 385 Sales and marketing 2,148 1,541 1,502 General and administrative 5,026 4,390 3,773 Total stock compensation expense: $ 8,481 $ 6,947 $ 5,660 Share-Based Award Activity Stock Options The table below presents stock option activity (aggregate intrinsic value in thousands): Stock Options Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of September 30, 2021 2,844,285 $ 10.04 6.14 $ 34,877 Granted 281,657 $ 22.60 $ — Exercised (316,964) $ 7.82 $ 3,817 Forfeited (31,924) $ 27.67 $ 150 Expired (71,618) $ 34.37 $ 71 Outstanding as of September 30, 2022 2,705,436 $ 10.76 5.58 $ 18,397 Vested and expected to vest as of September 30, 2022 2,645,436 $ 10.61 5.54 $ 18,397 Exercisable as of September 30, 2022 1,961,900 $ 9.29 4.88 $ 15,224 Of the 743,536 stock options not yet exercisable as of September 30, 2022, 582,441 can become exercisable by satisfying service conditions only, and 161,095 can become exercisa ble by satisfying service and performance or market conditions. Stock options containing only service conditions generally vest over periods of one five The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the years ended September 30, 2022, 2021 and 2020 were as follows: Year ended September 30 2022 2021 2020 Dividend yield — — — Expected volatility 57.0% - 62.2% 51.0% - 55.9% 46.5% - 51.0% Risk-free interest rate 1.1% - 3.5% 0.4% - 0.8% 0.5% - 1.5% Expected term 4.5- 7.4 years 4.6 - 7.6 years 4.6 - 7.4 years The weighted-average grant date fair value of options granted during the year-ended September 30, 2022, 2021 and 2020 was $10.70 , $4.81 and $2.66, respectively. The total intrinsic value of options exercised during 2022, 2021 and 2020 was $3.8 million , $15.0 million and $0.1 million, respectively. Stock options containing performance conditions are discussed separately in the section below. RSUs & RSAs The table below presents RSU & RSA activity (aggregate fair value in thousands): RSU & RSA Weighted- Weighted- Aggregate Fair Value Outstanding as of September 30, 2021 917,381 $ 9.15 1.98 $ 19,825 Granted 845,419 $ 21.25 $ 17,961 Vested (362,233) $ 9.39 $ 7,344 Forfeited (298,528) $ 8.02 $ 6,448 Outstanding as of September 30, 2022 1,102,039 $ 18.66 2.94 $ 17,919 Expected to vest as of September 30, 2022 959,349 $ 18.46 2.98 $ 15,599 Of the outstanding RSUs & RSAs as of September 30, 2022, 647,674 can vest by satisfying service conditions only, and 454,365 can vest by satisfying service and performance or market conditions . RSUs containing only service conditions vest ratably each year over periods of one SARs The table below presents SAR award activity (aggregate intrinsic value in thousands): SARs Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of September 30, 2021 42,045 $ 6.11 1.25 $ 652 Exercised (13,645) $ 6.11 $ 170 Forfeited (4,250) $ 6.11 $ 58 Outstanding as of September 30, 2022 24,150 $ 6.11 0.25 $ 245 Vested and expected to vest as of September 30, 2022 24,150 $ 6.11 0.25 $ 245 Exercisable as of September 30, 2022 12,150 $ 6.11 0.25 $ 123 The 12,000 SARs not yet exercisable as of September 30, 2022 can become exercisable by satisfying service conditions only. As of September 30, 2022, there was approximately $0.1 million of unrecognized compensation cost related to SARs containing service conditions, which is expected to be recognized over a weighted-average period of 0.25 years. The Company made cash payments of $0.2 million, $0.4 million and $0.6 million to settle SARs exercised during the years ended September 30, 2022, 2021 and 2020, respectively. The fair value of outstanding SARs containing only service conditions is estimated using the Black-Scholes option-pricing model. The range of assumptions used to determine the fair value of outstanding SARs as of September 30, 2022, 2021 and 2020 were as follows: Year ended September 30 2022 2021 2020 Dividend yield — — — Expected volatility 71.7 % 78.3 % 55.0% - 68.8% Risk-free interest rate 4.0 % 0.1 % 0.1% - 0.1% Expected term 0.25 1.25 0.0-2.3 years As of September 30, 2022, 2021, and 2020, the weighted-average fair value of SARs outstanding was $9.82, $18.86, and $0.63 per award, respectively. SARs containing performance conditions and market conditions are discussed separately in the section below. Stock Awards Containing Performance and Market Conditions Stock awards containing performance conditions vest upon the achievement of specified financial targets of the Company or its business units. Vesting is generally measured on 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 twelve months performance of the Company or its business units. When it is probable that the performance targets will be achieved, stock compensation expen se is recognized ratably over the derived service period. If the Company determines that achievement of the performance targets is no longer probable, the Company no longer records expense and reverses all previously recognized expense. As of September 30, 2022, there was $0.7 million of unrecognized compensation costs related to stock options and RSUs & RSAs, containing performance conditions that are considered probable of being met, which is expected to be recognized over a weighted-average period of 2.3 years. Stock awards containing market conditions 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 award, 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. Stock compensation cost is expensed on a straight-line basis over the derived service period for each stock price target within the award. The Company accelerates expense when a stock price target is achieved prior to the derived service period. For equity-classified awards, the Company does not reverse expense recognized if the stock price target(s) are not ultimately achieved, but expense is reversed when such situations occur for liability classified awards. As of September 30, 2022, there was $3.4 million of unrecognized compensation costs related to stock options, RSUs and SARs, containing market conditions, which is expected to be recognized over a weighted-average period of 2.1 years. The fair value of stock options, RSUs and SARs containing market conditions is estimated using Monte Carlo simulations. The range of assumptions used to determine the fair value of these awards during the years ended September 30, 2022, 2021 and 2020 were as follows: Year ended September 30 2022 2021 2020 Dividend yield — — — Expected volatility 57.2% - 62.9% 51.6% - 54.6% 45.2% - 54.9% Risk-free interest rate 1.1% - 1.5% 0.3% - 0.9% 0.1% - 1.7% Expected holding period (% of remaining term) 29.4% - 100.0% 31.7% - 100.0% 30.7% - 100.0% Share Repurchase Program We are 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 1,159,066 shares for $20.0 million during the six months ended March 31, 2022. On May 13, 2022, the Company's Board of Directors authorized a new stock repurchase plan of up to $12 million of our outstanding shares of common stock through June 30, 2024. The Company repurchased 408,211 shares for $5.4 million during the year ended September 30, 2022 under the May 2022 Repurchase Plan. As of September 30, 2022, the Company may repurchase an additional $6.6 million of shares under the May 2022 Repurchase Plan. On December 6, 2022, the Company's Board of Directors authorized the repurchase of up to an additional $8.4 million of the Company's outstanding shares of common stock through December 31, 2024. 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 year ended September 30, 2022 and September 30, 2021, participants surrendered 23,839 and 82,612 shares of common stock in the exercise of stock options, respectively. Any shares surrendered to the Company in this manner are not available for future grant. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company measures and records in the accompanying consolidated financial statements 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. Cash and cash equivalents . The Company had $22.0 million and $40.0 million of money market funds considered cash equivalents at September 30, 2022, and 2021, respectively. These assets were measured at fair value at September 30, 2022, and 2021, and were classified as Level 1 assets within the fair value hierarchy. There were no transfers between levels during the periods presented. Contingent consideration. During the year ended September 30, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded preliminary fair value of contingent consideration in the amount of $28.0 million on its Consolidated Balance Sheets as of the acquisition date. The contingent consideration 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 Consolidated Balance Sheets. The Company's initial estimate of the fair value of the earn-out consideration was informed by the Monte Carlo valuation method and considered potential outcomes based upon the terms and conditions of the merger agreement. 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 measurement categorized within Level 3 of the fair value hierarchy included estimated results of operations over the earn-out period, volatility of operating results (expense components ranged from 20% to 55%), and the discount rate (13%). The earn-out consideration was preliminarily valued at approximately $28.0 million as of 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 year ended September 30, 2022, is as follows (in thousands): Contingent Consideration Balance at September 30, 2021 $ — Earn-out from business acquisition 26,900 Measurement period adjustment 1,100 Payment of achieved earn-out threshold (3,500) Change in fair value (24,500) Balance at September 30, 2022 $ — During the year ended September 30, 2022, the Company recorded a measurement period adjustment of $1.1 million for the preliminary 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. Based on results as of March 31, 2022, Bid4Assets achieved a trailing twelve-month EBITDA threshold resulting in a $3.5 million payment made by the Company to the former shareholders of Bid4Assets. During the twelve months ended September 30, 2022, the fair value of the earn-out liability was reduced by $24.5 million, such that no amount of fair value was determined present as of September 30, 2022. This reduction was 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, which included 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. These changes resulted from events occurring subsequent to the November 1, 2021, acquisition date and therefore, were not known nor knowable at that time. These changes in fair value were recorded as a gain within Fair value adjustment of acquisition earn-outs in the Consolidated Statements of Operations. Other Information . When valuing its Level 3 liability, management's estimation of fair value is based on the best information available in the circumstances and may incorporate management's own assumptions around market demand which could involve a level of judgment, taking into consideration a combination of internal and external factors. The Company’s financial assets and liabilities not measured at fair value are cash, short-term investments, accounts receivable, and accounts payable. The Company believes the carrying values of these instruments approximate fair value. As of September 30, 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 for more information |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 12 Months Ended |
Sep. 30, 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 Company recognizes the funded status of its postretirement benefit plans, with a corresponding noncash adjustment to accumulated other comprehensive loss, net of tax, in stockholders' equity. The funded status is measured as the difference between the fair value of the Scheme's assets and the benefit obligation of the Scheme. The net periodic benefit cost is recognized within Interest and other income Year Ended September 30, 2022 2021 2020 (in thousands) Interest cost $ 446 $ 438 $ 431 Expected return on plan assets (775) (793) (797) Amortization of prior service cost 19 21 19 Settlement loss recognized 61 — — Total net periodic benefit $ (249) $ (334) $ (347) The following table provides a reconciliation of benefit obligations, plan assets, and funded status related to the Company's qualified defined benefit pension plan for the years ended September 30, 2022 and 2021: Year Ended September 30, 2022 2021 (in thousands) Change in benefit obligation Beginning balance $ 26,955 $ 26,047 Interest cost 446 438 Benefits paid (634) (781) Actuarial loss/(gain) (7,613) 152 Foreign currency exchange rate changes (5,825) 1,099 Ending balance $ 13,329 $ 26,955 Year Ended September 30, 2022 2021 (in thousands) Change in plan assets Beginning balance at fair value $ 28,208 $ 26,771 Actual return on plan assets (5,056) 1,077 Benefits paid (634) (781) Employer's contributions 134 — Plan Settlements (1,182) — Foreign currency exchange rate changes (4,916) 1,141 Ending balance at fair value $ 16,554 $ 28,208 Overfunded status of the Scheme $ 3,225 $ 1,253 The pension asset of $3.2 million is recorded in Other long-term assets in the Consolidated Balance Sheet. Because the Scheme is closed to new participants, the accumulated benefit obligation is equal to the projected benefit obligation, which was $13.3 million and $27.0 million at September 30, 2022 and 2021, respectively. During the year ended September 30, 2022, the Company extended early settlement offers to all members of the Scheme. There was no material impact to the consolidated financial statements as a result of the early settlement offers. The amounts recognized in Other comprehensive (loss) income related to the Company's qualified defined benefit pension plan, net of taxes, and the related foreign currency translation adjustments, for the years ended September 30, 2022 and 2021, is shown in the following table: Year Ended September 30, 2022 2021 (in thousands) Accumulated other comprehensive (loss) income at beginning of year $ (1,885) $ (1,971) Net actuarial gain (loss) (328) 170 Foreign currency translation adjustments 2,491 (84) Accumulated other comprehensive loss at end of year $ 278 $ (1,885) The plan complies with the funding provisions of the UK Pensions Act 2004 and the Occupational Pension Schemes Regulations Act 2005. The Company does not plan to make contributions to the plan in the near future. Actuarial Assumptions The actuarial assumptions used to determine the benefit obligations at September 30, 2022 and 2021, and to determine the net periodic (benefit) cost for the year were as follows: September 30, 2022 September 30, 2021 Discount rate to determine net periodic (benefit) cost 2.00 % 1.60 % Expected return on plan assets 4.82 % 2.82 % Discount rate to determine benefit obligations 5.50 % 2.00 % Rate of increases to deferred CPI linked benefits 3.40 % 3.10 % Rate of increases to deferred RPI linked benefits 3.80 % 3.60 % Mortality—105% for males and females of S2PxA mortality tables, projected in line with the 2020 Continuous Mortality Investigation projection model and a 1.3% per annum long-term rate of improvement. Estimated Future Benefit Payments The Company's pension plan expects to make the following benefit payments to participants over the next 10 years: Pension Benefits (in thousands) Year ending September 30, 2022 $ 610 2023 1,027 2024 849 2025 782 2026 810 2027 through 2032 4,398 Total $ 8,476 Fair Value Measurements The investment policy and strategy of the plan assets, as established by the Trustees (the "Trustees") of the plan, strive to maximize the likelihood of achieving primary objectives of the investment policy established for the plan, which are: • Funding—to ensure that the Plan is fully funded using assumptions that contain a modest margin for prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take into account the financial covenant of the employer; • Stability—to have due regard to the likely level and volatility of required contributions when setting the Plan's investment strategy; and • Security—to ensure that the solvency position of the Scheme is expected to improve. The Trustees will take into account the strength of employer's covenant when determining the expected improvement in the solvency position of the Plan. The assets are allocated among equity securities, corporate bonds, and diversified funds. The assets are not rebalanced, but the allocation is reviewed on a periodic basis to ensure that the investments are appropriate to the Scheme's circumstances. The Trustees review the investment policy on an ongoing basis, to determine whether a change in the policy or asset allocation targets is necessary. The Company has elected to use a bid value of Scheme assets to calculate the expected return on assets in the net periodic benefit cost. The assets consisted of the following as of September 30, 2022 and 2021: September 30, 2022 September 30, 2021 Equity securities 21.6 % 21.0 % Corporate bonds 51.1 % 53.0 % Diversified fund 27.0 % 26.0 % Cash 0.3 % — % Total 100.0 % 100.0 % The expected long-term rate of return for the plan's total assets is based on the expected returns of each of the above categories, weighted based on the current target allocation for each class. The Trustees evaluate whether adjustments are needed based on historical returns to more accurately reflect expectations of future returns. The Company is required to present certain fair value disclosures related to its postretirement benefit plan assets, even though those assets are not included in the Company's Consolidated Balance Sheets. The following table presents the fair value of the assets of the Company's qualified defined benefit pension plan by asset category and their level within the fair value hierarchy. Balance as of September 30, 2022 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 3,582 $ — $ 3,582 Corporate bonds — 8,462 — 8,462 Diversified fund — 4,467 — 4,467 Cash 43 — — 43 Total $ 43 $ 16,511 $ — $ 16,554 Balance as of September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 5,860 $ — $ 5,860 Corporate bonds — 14,878 — 14,878 Diversified fund — 7,279 — 7,279 Cash 191 — — 191 Total $ 191 $ 28,017 $ — $ 28,208 Valuation Techniques The Company relies on pricing inputs from investment fund managers to value investments. The fund manager prices the underlying securities using independent external pricing sources. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Sep. 30, 2022 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Proceedings | Legal ProceedingsThe Company reserves for contingent liabilities based on ASC 450, Contingencies, when it determines that a liability is probable and reasonably estimable. From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. However, unless otherwise noted, there are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company's management's judgment have a material adverse effect on the Company. Former Employee Matters In May 2021, the Company’s former Vice President, Human Resources filed a complaint against the Company in federal court in Montgomery County, Maryland, alleging wrongful termination on the basis of gender, race, and age. The parties have completed the discovery phase of this case. On April 4, 2022, the Company filed a motion for summary judgment. As of the date hereof, the court has not issued its ruling on the motion. 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. As of the date hereof, the EEOC has not communicated the results of its investigation to the Company. 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 | 12 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company provides operating results in four reportable segments: GovDeals, Capital Assets Group (CAG), Retail Supply Chain Group (RSCG), 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 the GovDeals and Bid4Assets marketplaces (see Note 3 - Bid4Assets Acquisition ). • The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce services. This segment uses the Liquidation.com, Secondipity and AllSurplus marketplaces. 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 the Americas, Europe, Australia, Asia, and Africa. This segment uses the 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: Year Ended September 30, (in thousands) 2022 2021 2020 GovDeals: Purchase revenue $ — $ — $ — Consignment and other fee revenues 59,352 49,579 32,806 Total revenue 59,352 49,579 32,806 Segment gross profit 56,408 47,030 30,721 RSCG: Purchase revenue 134,092 130,790 118,398 Consignment and other fee revenues 32,007 28,016 18,093 Total revenue 166,100 158,806 136,491 Segment gross profit 63,704 64,564 49,727 CAG: Purchase revenue 17,179 15,361 9,182 Consignment and other fee revenues 25,396 24,284 20,299 Total revenue 42,575 39,645 29,481 Segment gross profit 29,120 29,324 22,714 Machinio: Purchase revenue — — — Consignment and other fee revenues 12,083 9,559 7,213 Total revenue 12,083 9,559 7,213 Segment gross profit 11,471 8,992 6,813 Corporate & Other, including elimination adjustments: Purchase revenue — — — Consignment and other fee revenues (60) (57) (51) Total revenue (60) (57) (51) Segment gross profit (60) (57) (51) Consolidated: Purchase revenue 151,271 146,151 127,580 Consignment and other fee revenues 128,779 111,380 78,360 Total revenue 280,050 257,531 205,940 Total segment gross profit 160,643 149,853 109,924 The following table reconciles segment gross profit used in the reportable segments to the Company's consolidated results: Year Ended September 30, (in thousands) 2022 2021 2020 Reconciliation: Total segment gross profit 160,643 149,853 109,924 Total operating expenses 113,238 122,685 113,821 Interest and other income, net (248) (411) (924) Income (loss) before income taxes 47,653 27,579 (2,973) Total segment assets reconciled to consolidated amounts are as follows: September 30, (in thousands) 2022 2021 GovDeals $ 237,697 $ 148,111 RSCG 99,430 84,971 CAG 96,393 94,884 Machinio 32,771 29,806 Corporate & Other, including elimination adjustments (178,188) (102,196) Total Assets: $ 288,104 $ 255,576 Revenue attributed to countries that represent a significant portion of consolidated revenues are as follows: Year Ended September 30, (in thousands) 2022 2021 2020 United States $ 237,720 $ 214,162 $ 180,887 Rest of the world 42,330 43,369 25,053 Total Revenue $ 280,050 $ 257,531 $ 205,940 Total long-lived assets by geographic areas are as follows: September 30, (in thousands) 2022 2021 United States $ 18,867 $ 17,261 Rest of the world 227 373 Total Long-lived Assets $ 19,094 $ 17,634 |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Sep. 30, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (Dollars in Thousands) Balance at Charged Reductions Balance at Deferred tax valuation allowance (deducted from net deferred tax assets) Year ended September 30, 2020 $ 41,909 (121) — $ 41,788 Year ended September 30, 2021 41,788 (27,975) — 13,813 Year ended September 30, 2022 $ 13,813 (1,554) — $ 12,259 Allowance for doubtful accounts (deducted from accounts receivable) Year ended September 30, 2020 $ 291 200 (102) $ 389 Year ended September 30, 2021 389 297 (196) 490 Year ended September 30, 2022 $ 490 136 (177) $ 449 Provision for inventory allowance (deducted from inventory) Year ended September 30, 2020 $ 331 328 (359) $ 300 Year ended September 30, 2021 300 174 (300) 174 Year ended September 30, 2022 $ 174 96 (174) $ 96 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. For the year ended September 30, 2022, these estimates required the Company to make assumptions about the extent and duration of continued restrictions on cross-border transactions and the impact of the COVID-19 pandemic and other disruptions on macroeconomic conditions and, in turn, the Company's results of operations. As there remains uncertainty associated with the Pandemic, the Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. |
Business Combinations | Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price (i.e., working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. |
Short-term Investments | Short-term InvestmentsThe Company's short-term investments are designated as held-to-maturity investment securities, recorded at amortized cost, and are included as a current asset in the line-item Short-term investments within our Consolidated Balance Sheets as their maturity is less than one-year from the balance sheet date. Interest income earned through our short-term investments are recorded to Interest and other income, net within the Consolidated Statements of Operations. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management’s judgment, which considers historical bad debt experience, a specific review of all significant outstanding invoices, and an assessment of general economic conditions. |
Inventory | InventoryInventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or net realizable value. Cost is generally determined using the specific identification method. Costs associated with our warehouse operations are expensed as incurred and included within Technology and operations expenses in the Statements of Operations. Charges for unsellable inventory, as well as for inventory written down to net realizable value, are included in Cost of goods sold in the period in which they have been determined to occur. |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assetsPrepaid expenses and other current assets include the short-term portion of contract assets (described in "Contract Assets and Liabilities"), capitalized sales commissions paid (described in "Contract Costs"), as well as other miscellaneous prepaid expenses. |
Other Assets | 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 of 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. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One Office/operational equipment Two Furniture and fixtures Five Internally developed software for internal-use Two Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Vehicles Five years Land Not depreciated |
Leases | Leases The Company determines if an arrangement is a lease upon inception. A contract is or contains a lease if the contract provides the right to control the use of an identified asset for a period of time. Lease assets and liabilities are recognized at the lease commencement date at an amount equal to the present value of the lease payments to be made over the lease term. The lease payments represent the combination of lease and nonlease components. The discount rate used to determine the present value is the Company’s incremental borrowing rate for a duration that is consistent with the lease term, as the rates implicit in the Company’s leases are generally not determinable. The Company’s incremental borrowing rate is estimated using publicly available information for companies with comparable financial profiles, adjusted for the impact of collateralization. The lease term includes the impacts of options to extend or terminate the lease only if it is reasonably certain that the option will be exercised. Lease expense related to operating lease assets and liabilities is recognized on a straight-line basis over the lease term. Lease expense related to finance lease assets is recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term, while lease expense related to finance lease liabilities is recognized using the interest method. Lease-related payments not included in the determination of the lease assets and liabilities, such as variable lease payments, are expensed as incurred. Lease assets and liabilities are not recognized when the lease term is 12 months or less, however, short-term lease expense is still recognized on a straight-line basis over the lease term. Balances related to the Company's operating leases are included within Operating lease assets, Current portion of operating lease liabilities, and Operating lease liabilities (non-current portion of operating lease liabilities). Balances related to the Company's finance leases are included within Other assets (finance lease assets), Accrued expenses and other current liabilities (current portion of finance lease liabilities), and Other long-term liabilities (non-current portion of finance lease liabilities). Lease assets are assessed for impairment in accordance with the Company’s accounting policy for the impairment of long-lived assets. |
Intangible Assets | Intangible AssetsIntangible assets consist of contract intangibles, brand and technology, and patent and trademarks. Intangible assets are amortized using the straight-line method over their estimated useful lives. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsLong-lived assets, including definite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. |
Goodwill | Goodwill Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company. The Company reviews goodwill for impairment annually on July 1, or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant contract. In evaluating goodwill for impairment, the Company may first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. If the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a fair value-based test. |
Deferred Revenue | Deferred Revenue Deferred revenue is primarily derived from Machinio Advertising and System subscriptions that range primarily from one to twenty-four months. Subscription fees are recognized ratably over the term of the agreements. |
Revenue Recognition | Revenue Recognition In the Consolidated Statements of Operations, revenue from the resale of inventory that the Company purchases from sellers is recognized within Purchase revenues. Revenue from the sale of inventory that the Company sells on a consignment basis, and other non-consignment fee revenue, which includes Machinio's subscription services, is recognized within Consignment and other fee revenues. The Company recognizes revenue when or as performance obligations are satisfied and control is transferred to the customer. Revenue is recognized in the amount that reflects the consideration to which the Company expects to be entitled. Revenue is also evaluated to determine whether the Company should report the gross proceeds as revenue, when the Company acts as the principal in the arrangement, or the Company should report its revenue on a net basis, when the Company acts as an agent. Specifically, when other parties are involved in providing goods or services to a customer, the Company must determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself, or to arrange for another party to provide them. The Company evaluates the following factors to determine if it is acting as a principal: (1) whether the Company is primarily responsible for fulfilling the promise to provide the asset or assets; (2) whether the Company has inventory risk of the asset or assets before they are transferred to the buyer; and (3) whether the Company has discretion in establishing the price for the asset or assets. The Company enters into contracts with buyers and sellers. The Company has master agreements with some sellers pertaining to the sale of a flow of surplus assets over the term of the master agreement; however, a revenue contract for accounting purposes exists when the Company agrees to sell a specific asset or assets. When acting as a principal (a “purchase” arrangement), the Company purchases an asset or assets from a seller and then the Company seeks to sell the asset or assets to a buyer. The Company recognizes as Purchase revenues the gross proceeds from the sale, including buyer's premiums. In purchase arrangements, the contract with the seller is not a revenue contract in the scope of the revenue recognition guidance; rather, it is a purchase of inventory. When the Company is acting as an agent (a “consignment” arrangement), its performance obligation is to arrange for the seller to sell an asset or assets to the buyer directly. The Company recognizes Consignment revenues, which are composed of buyers premium’s and/or sales commissions, based on the amounts that are paid to the Company by the buyers and sellers for utilizing the Company's services, which represent a percentage of the gross transaction proceeds. For the Company’s CAG segment, certain transactions may involve cooperation with third parties to satisfy the performance obligation of arranging for the sale of assets to a buyer, with proceeds shared among the parties. When the Company controls whether to use third parties to fulfill its performance obligation, it is considered the principal and revenue is recognized based on the gross purchase or consignment proceeds, with amounts due to third parties recognized as an expense. When the seller requests multiple parties to fulfill its performance obligation, the Company is considered the agent and revenue is recognized based on the net purchase or consignment proceeds to be retained by the Company. In both purchase and consignment arrangements, the Company sometimes provides varying levels of services to the seller, such as returns management, refurbishment of assets, or valuation services. These services are considered integrated with the broader performance obligation to sell the seller’s assets to a buyer. Other services provided to sellers are not capable of being distinct, like providing access to the Company’s e-commerce marketplaces or promoting the asset or assets for sale, because they could not benefit the seller separately from the sale of their assets. The consideration received from buyers and sellers includes (1) buyer’s premiums, (2) seller’s commissions, and (3) fees for services, including reimbursed expenses. Consideration is variable based on units, final auction prices, or other factors, until the buyer’s purchase of the asset or assets is complete, or the service has been provided. Recognition of variable consideration that is based on the results of auctions or purchases by buyers is constrained until those transactions have been finalized. The Company estimates and recognizes amounts related to sales returns, discounts or rebates promised to customers, and reimbursed expenses, however, those estimates are not significant relative to the Company's consolidated revenues. Revenue is recognized when or as the performance obligation is satisfied. Variable consideration is allocated to individual performance obligations when the variable consideration is related to satisfying that performance obligation. The Company's revenue is generally recorded subsequent to receipt of payment authorization, utilizing credit cards, wire transfers and other methods of payments. Goods are generally not shipped before payment is received. For certain transactions, payment is due upon invoice and the payment terms vary depending on the segments. The Company collects and remits sales taxes on merchandise that it purchases and sells and has elected the practical expedient to exclude such sales tax amounts from the transaction price. The Company also provides shipping and handling services in some arrangements and has elected the practical expedient to treat those activities as a fulfillment costs and will recognize the costs of these services at the time revenue is recognized for the related assets sold. If the Company is acting as a principal for the combined obligation, amounts received from customers for shipping are recognized as Revenue, and amounts paid for shipping are recognized as Costs of goods sold. If the Company is acting as an agent for the combined obligation, shipping revenue and costs will be netted and recognized within Costs of goods sold. The Company’s purchase and consignment performance obligations are satisfied at the point in time when control of the asset is transferred to the buyer or when the service is completed. The Company determines when control has transferred by evaluating the following five indicators: (1) whether the Company has a present right to payment for the asset or assets; (2) whether the buyer has legal title to the asset; (3) whether the buyer has physical possession of the asset or assets; (4) whether the buyer has the significant risks and rewards of ownership; and (5) whether the buyer has accepted the asset or assets. For the Company's Machinio segment, the performance obligation has been identified as the stand ready obligation to provide access to the Machinio subscription services, which it satisfies over time and recognizes as other fee revenues. As of September 30, 2022, the Machinio segment had a remaining performance obligation of $4.4 million; the Company expects to recognize the substantial majority of that amount as Fee Revenue over the next 12 months. Cost of Goods Sold Cost of goods sold includes direct and incremental costs of purchasing inventory, transporting property for auction, shipping and handling costs, and credit card transaction fees. For transactions where the Company resells inventory that was purchased from sellers, the cost of goods sold includes the cost of that inventory, generally using specific identification. There are no inventory costs associated with consignment sales. 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 $0.6 million as of September 30, 2021 and $0.9 million as of September 30, 2022 and is included in the line item Prepaid expenses and other current assets on the consolidated balance sheets. Contract liabilities reflect obligations to provide services for which the Company has already received consideration, and generally arise from up-front payments received in connection with Machinio's subscription services. The contract liability balance was $4.6 million as of September 30, 2021, and $4.4 million as of September 30, 2022 and is included in the line item Deferred revenue on the consolidated balance sheets. Of the September 30, 2021 contract liability balance, $4.6 million was earned as Fee Revenue during the year ended September 30, 2022. |
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 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, as well as cash equivalent money market funds, all of which may at times exceed federally insured limits (FDIC and/or SIPC), and Accounts receivable. The Company deposits its cash in interest bearing chec king accounts, or acquires cash equivalent money market funds, each 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 it acquires and sells commercial merchandise. The property purchased under these contracts represented 55%, 61%, and 55% of cost of goods sold for the years ended September 30, 2022, 2021, and 2020, respectively. This con tract is included within the RSCG segment. |
Income Taxes | Income Taxes The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence to estimate whether future taxable income will be generated to permit use of the existing deferred tax asset. The resulting net tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. Accounting Standards Codification (ASC) 740 states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of technical merits. The Company’s policy is to recognize interest and penalties in the period in which they occur in the income tax provision. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions including, among others, Canada and the U.K. |
Stock-Based Compensation | Stock-Based Compensation The Company has incentive plans under which stock options, restricted stock units, restricted stock awards, and stock appreciation rights are issued. The awards issued can contain service conditions, performance conditions based upon Company financial results, and/or market conditions based upon changes in the Company's stock price. Service- and performance-based stock awards are measured at fair value on their grant date. Stock options and stock appreciation rights are measured at fair value using the Black-Scholes option-pricing model. However, because the stock appreciation rights are cash settled, they are also measured at fair value in each reporting period. The Black-Scholes option-pricing model includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company's historical results. Where applicable, the expected term assumption is derived separately for homogenous groups within overall award population. Restricted stock units and restricted stock awards are measured at fair value using the closing price of the Company's stock on the grant date. For service-based stock awards, the Company recognizes expense on a straight-line basis over the service period, which is generally a period one Market-based stock awards are measured at fair value on their grant date using a Monte Carlo simulation. The Monte Carlo simulation includes assumptions for the expected term, volatility, and dividend yield, each of which are determined in reference to the Company's historical results. For market-based stock option and restricted stock awards, the Company recognizes expense on a straight-line basis over the derived service period determined by the Monte Carlo simulation, for each stock price target within the award. The Company accelerates expense when a stock price target is achieved prior to the derived service period. The Company, however, does not reverse expense recognized if the stock price target(s) are not ultimately achieved, as required by equity accounting for market-based awards. For market-based stock appreciation rights, because they are cash settled, they are measured at fair value in each reporting period. The Company recognized expense on a straight-line basis over the derived service period determined by the Monte Carlo simulation in each reporting period, for each stock price target within the award. The Company accelerates expense when a stock price target is achieved prior to the derived service period, and reverses expense recognized if the stock price target(s) are not ultimately achieved, as required by liability accounting for market-based awards. The Company recognizes the impact of forfeitures in the period they occur. Compensation expense from the stock awards is included in the same lines on the consolidated statements of operations as the cash compensation to the employees receiving the stock awards. Excess tax benefits realized from stock awards are reported as cash flows from operating activities on the consolidated statement of cash flows. |
Advertising Costs | Advertising CostsAdvertising expenditures are expensed as incurred. |
Treasury Stock | Treasury StockTreasury stock is presented at cost, including any applicable commissions and fees, as a reduction of stockholders’ equity in the consolidated balance sheets and statements of equity. Treasury stock held by us may be retired or reissued in the future. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is primarily the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in Accumulated other comprehensive loss, a separate component of stockholders' equity. Realized and unrealized foreign currency transaction gains and losses are included in Interest and other income, net in the Consolidated Statements of Operations. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Loss The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Net Change Pension Accumulated Other Comprehensive Loss Balance at September 30, 2019 $ (8,569) $ 596 $ (7,973) Current-period other comprehensive (loss) income 484 (2,293) (1,809) Balance at September 30, 2020 (8,085) (1,697) (9,782) Current-period other comprehensive (loss) income 601 170 771 Balance at September 30, 2021 (7,484) (1,527) (9,011) Current-period other comprehensive (loss) income (3,110) 1,836 (1,274) Balance at September 30, 2022 $ (10,594) $ 309 $ (10,285) |
Net Income (Loss) Per Share (EPS) | |
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 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) , or ASC 326. ASC 326, including all amendments and related guidance, was designed to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit. ASC 326 will require estimation of expected credit losses using a methodology that takes into consideration a broad range of reasonable and supportable information. The guidance will be effective for the Company beginning on October 1, 2023, due to the fact that the Company was classified as a smaller reporting company defined by the SEC at the time the rule was effective for public business entities. The guidance will be applied on a modified-retrospective basis, with any cumulative-effect adjustment recorded to retained earnings on the adoption date. The Company is in the process of evaluating the impact ASC 326 will have on its consolidated financial statements and expects to estimate credit losses on its financial assets such as its Accounts receivable and money market funds. While the Company has not experienced significant credit losses historically, the materiality of the impact of adoption will depend on events and conditions as of the date of adoption, which cannot be determined conclusively at this time. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment useful lives | Property and equipment are recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One Office/operational equipment Two Furniture and fixtures Five Internally developed software for internal-use Two Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Vehicles Five years Land Not depreciated |
Schedule of changes in accumulated other comprehensive income (loss), net of taxes | The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Net Change Pension Accumulated Other Comprehensive Loss Balance at September 30, 2019 $ (8,569) $ 596 $ (7,973) Current-period other comprehensive (loss) income 484 (2,293) (1,809) Balance at September 30, 2020 (8,085) (1,697) (9,782) Current-period other comprehensive (loss) income 601 170 771 Balance at September 30, 2021 (7,484) (1,527) (9,011) Current-period other comprehensive (loss) income (3,110) 1,836 (1,274) Balance at September 30, 2022 $ (10,594) $ 309 $ (10,285) |
Bid4Assets Acquisition (Tables)
Bid4Assets Acquisition (Tables) | 12 Months Ended |
Sep. 30, 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 3,847 Total liabilities assumed 7,766 Net identifiable assets acquired $ 12,656 Goodwill 30,083 Total consideration transferred $ 42,739 |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | The known intangible assets acquired were determined to consist of, and 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) | 12 Months Ended |
Sep. 30, 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: Year Ended September 30, 2022 2021 2020 Numerator: Net income (loss) $ 40,324 $ 50,949 $ (3,774) Denominator: Basic weighted average shares outstanding 32,292,978 33,333,557 33,612,263 Dilutive impact of stock options, RSUs and RSAs 1,426,446 1,690,551 — Diluted weighted average shares outstanding 33,719,424 35,024,108 33,612,263 Basic income (loss) per common share $ 1.25 $ 1.53 $ (0.11) Diluted income (loss) per common share $ 1.20 $ 1.45 $ (0.11) Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive 1,009,288 420,454 3,526,055 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2022 2021 (in thousands) Computers and purchased software $ 2,058 $ 1,981 Developed software for internal-use 22,168 18,942 Equipment 8,536 6,373 Leasehold improvements 3,256 3,244 Building 2,158 2,158 Furniture and fixtures 527 655 Vehicles 1,406 1,129 Land 754 754 Construction in progress 1,812 956 Total property and equipment 42,675 36,192 Less: Accumulated depreciation and amortization (23,581) (18,558) Total property and equipment, net $ 19,094 $ 17,634 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Lease, cost | The components of lease expense are: September 30, 2022 2021 (in thousands) Finance lease – lease asset amortization $ 80 $ 54 Finance lease – interest on lease liabilities 21 22 Operating lease cost 5,695 5,139 Operating lease impairment expense — 172 Short-term lease cost 337 242 Variable lease cost (1) 1,368 1,532 Sublease income (111) (184) Total net lease cost $ 7,390 $ 6,977 (1) Supplemental disclosures of cash flow information related to leases are: (in thousands) Year Ended September 30, 2022 2021 Cash paid for amounts included in operating lease liabilities $ 4,368 $ 4,319 Cash paid for amounts included in finance lease liabilities 99 42 Non-cash: lease liabilities arising from new operating lease assets obtained 4,664 3,349 Non-cash: lease liabilities arising from new finance lease assets obtained 175 137 Non-cash: adjustments to lease assets and liabilities 1 (196) 3,756 (1) These include adjustments due to lease modifications, renewals, and other related adjustments. |
Lessee, operating lease, liability, maturity | Maturities of lease liabilities are: September 30, 2022 (in thousands) Operating Leases Finance Leases 2023 $ 5,267 $ 116 2024 4,366 97 2025 3,576 68 2026 2,139 65 2027 396 12 Thereafter — — Total lease payments (1) $ 15,744 $ 358 Less: imputed interest (2) (1,516) (33) Total lease liabilities $ 14,228 $ 325 (1) The weighted average remaining lease term is 3.3 years for operating leases and 3.6 years for finance leases. (2) The weighted average discount rate is 6.2% for operating leases and 5.6% for finance leases. |
Finance lease, liability, fiscal year maturity | Maturities of lease liabilities are: September 30, 2022 (in thousands) Operating Leases Finance Leases 2023 $ 5,267 $ 116 2024 4,366 97 2025 3,576 68 2026 2,139 65 2027 396 12 Thereafter — — Total lease payments (1) $ 15,744 $ 358 Less: imputed interest (2) (1,516) (33) Total lease liabilities $ 14,228 $ 325 (1) The weighted average remaining lease term is 3.3 years for operating leases and 3.6 years for finance leases. (2) The weighted average discount rate is 6.2% for operating leases and 5.6% for finance leases. |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 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: Goodwill (in thousands) GovDeals CAG Machinio Total Balance at September 30, 2019 $ 23,731 $ 21,178 $ 14,558 $ 59,467 Translation adjustments — 372 — 372 Balance at September 30, 2020 $ 23,731 $ 21,550 $ 14,558 $ 59,839 Translation adjustments — 33 — 33 Balance at September 30, 2021 $ 23,731 $ 21,583 $ 14,558 $ 59,872 Bid4Assets acquisition (see Note 3) 30,083 — — 30,083 Translation adjustments — (1,045) — (1,045) Balance at September 30, 2022 $ 53,814 $ 20,538 $ 14,558 $ 88,910 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Intangible Assets | Intangible assets consist of the following: Balance as of September 30, 2022 Balance as of September 30, 2021 Useful Weighted average useful Gross Accumulated Net Gross Accumulated Net (in thousands) (in thousands) Contract intangibles 6 - 8 7.5 $ 17,000 $ (3,789) $ 13,211 $ 3,100 $ (1,679) $ 1,421 Brand and technology 3 - 5 4.2 5,300 (3,089) 2,211 2,700 (1,755) 945 Patent and trademarks 7 - 10 9.0 2,381 (1,569) 812 2,360 (1,273) 1,087 Total intangible assets, net $ 24,681 $ (8,447) $ 16,234 $ 8,160 $ (4,707) $ 3,453 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets at September 30, 2022, is as follows: Year Ending September 30, Amortization (in thousands) 2023 $ 3,790 2024 3,252 2025 2,012 2026 1,767 2027 1,759 Thereafter 3,654 Total $ 16,234 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision For Income Taxes of Continuing Operations | The components of the provision for income taxes of continuing operations are as follows: Year Ended September 30, 2022 2021 2020 (in thousands) Current tax provision (benefit): U.S. Federal $ — $ — $ — State 487 293 382 Foreign 555 847 313 1,042 1,140 695 Deferred tax provision (benefit): U.S. Federal 4,962 (23,315) 74 State 1,275 (1,252) (27) Foreign 50 57 59 6,287 (24,510) 106 Total (benefit) provision $ 7,329 $ (23,370) $ 801 |
Schedule of Significant Components of Deferred Tax Assets And Liabilities | Significant components of the Company's deferred tax assets and liabilities are as follows: September 30, 2022 2021 (in thousands) Deferred tax assets: Net operating losses—Foreign $ 12,409 $ 13,593 Net operating losses—U.S. 24,054 31,456 Accrued vacation and bonus 701 678 Inventory capitalization 683 219 Inventory reserves 24 — Allowance for doubtful accounts 113 96 Stock compensation expense 2,198 1,415 Operating lease liabilities 3,565 3,605 Depreciation — 2,339 Other 845 897 Total deferred tax assets before valuation allowance 44,592 54,298 Less: valuation allowance (12,259) (13,813) Net deferred tax assets 32,333 40,485 Deferred tax liabilities: Amortization of intangibles 3,453 107 Amortization of goodwill 7,595 7,322 Depreciation 938 — Capitalized costs 2,786 5,602 Operating/right of use assets 3,325 3,394 Pension liability 608 238 Total deferred tax liabilities $ 18,705 $ 16,663 Net deferred taxes $ 13,628 $ 23,822 |
Schedule of Reconciliation Of U.S. Federal Statutory Rate To Effective Rate for Continuing Operations | The reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations is as follows: Year Ended September 30, 2022 2021 2020 U.S. statutory rate 21.0 % 21.0 % 21.0 % Stock-based stock compensation expense (2.0) % (14.1) % (14.9) % Nondeductible compensation expense 2.0 % 5.5 % (6.0) % Fair value adjustments of acquisition earn-outs (10.8) % — % — % Other permanent items (0.4) % 0.1 % (1.1) % State taxes 3.3 % 3.0 % (13.2) % Net foreign rate differential 0.1 % 0.5 % (0.8) % Unrecognized tax benefits — % 0.1 % 5.1 % Change in valuation allowance (3.3) % (98.9) % 9.9 % Write-down of deferred tax assets on share-based stock compensation 0.5 % 0.7 % (12.3) % Write-down of deferred tax assets on net operating loss 4.2 % (2.8) % (15.9) % Other 0.8 % 0.2 % 1.3 % Effective rate 15.4 % (84.7) % (26.9) % |
Schedule of Reconciliation Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands): Year Ended September 30, 2022 2021 2020 Beginning balance at October 1 $ 143 $ 123 $ 273 Additions based on positions related to the current year — — — Additions for tax positions of prior years — 20 — Reductions for tax positions of prior years — — (150) Settlements — — — Balance at September 30 $ 143 $ 143 $ 123 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Summary of share-based compensation expense | The table below presents the components of share-based compensation expense (in thousands): Year Ended September 30, 2022 2021 2020 Equity-classified awards: Stock options $ 2,673 $ 3,117 $ 2,054 RSUs & RSAs 5,912 2,977 3,635 Liability-classified awards: SARs $ (104) $ 853 $ (29) Total stock compensation expense: $ 8,481 $ 6,947 $ 5,660 Year Ended September 30, 2022 2021 2020 Stock Compensation Expense by Line Item Technology and operations $ 1,307 $ 1,016 $ 385 Sales and marketing 2,148 1,541 1,502 General and administrative 5,026 4,390 3,773 Total stock compensation expense: $ 8,481 $ 6,947 $ 5,660 |
Summary of stock option activity | The table below presents stock option activity (aggregate intrinsic value in thousands): Stock Options Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of September 30, 2021 2,844,285 $ 10.04 6.14 $ 34,877 Granted 281,657 $ 22.60 $ — Exercised (316,964) $ 7.82 $ 3,817 Forfeited (31,924) $ 27.67 $ 150 Expired (71,618) $ 34.37 $ 71 Outstanding as of September 30, 2022 2,705,436 $ 10.76 5.58 $ 18,397 Vested and expected to vest as of September 30, 2022 2,645,436 $ 10.61 5.54 $ 18,397 Exercisable as of September 30, 2022 1,961,900 $ 9.29 4.88 $ 15,224 |
Summary of fair value assumptions, stock options | The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the years ended September 30, 2022, 2021 and 2020 were as follows: Year ended September 30 2022 2021 2020 Dividend yield — — — Expected volatility 57.0% - 62.2% 51.0% - 55.9% 46.5% - 51.0% Risk-free interest rate 1.1% - 3.5% 0.4% - 0.8% 0.5% - 1.5% Expected term 4.5- 7.4 years 4.6 - 7.6 years 4.6 - 7.4 years |
Summary of RSU and RSA Activity | The table below presents RSU & RSA activity (aggregate fair value in thousands): RSU & RSA Weighted- Weighted- Aggregate Fair Value Outstanding as of September 30, 2021 917,381 $ 9.15 1.98 $ 19,825 Granted 845,419 $ 21.25 $ 17,961 Vested (362,233) $ 9.39 $ 7,344 Forfeited (298,528) $ 8.02 $ 6,448 Outstanding as of September 30, 2022 1,102,039 $ 18.66 2.94 $ 17,919 Expected to vest as of September 30, 2022 959,349 $ 18.46 2.98 $ 15,599 |
Summary of stock appreciation right activity | The table below presents SAR award activity (aggregate intrinsic value in thousands): SARs Weighted- Weighted- Aggregate Intrinsic Value Outstanding as of September 30, 2021 42,045 $ 6.11 1.25 $ 652 Exercised (13,645) $ 6.11 $ 170 Forfeited (4,250) $ 6.11 $ 58 Outstanding as of September 30, 2022 24,150 $ 6.11 0.25 $ 245 Vested and expected to vest as of September 30, 2022 24,150 $ 6.11 0.25 $ 245 Exercisable as of September 30, 2022 12,150 $ 6.11 0.25 $ 123 |
Summary of fair value assumptions, stock appreciation rights | The range of assumptions used to determine the fair value of outstanding SARs as of September 30, 2022, 2021 and 2020 were as follows: Year ended September 30 2022 2021 2020 Dividend yield — — — Expected volatility 71.7 % 78.3 % 55.0% - 68.8% Risk-free interest rate 4.0 % 0.1 % 0.1% - 0.1% Expected term 0.25 1.25 0.0-2.3 years |
Summary of fair value assumptions | The fair value of stock options, RSUs and SARs containing market conditions is estimated using Monte Carlo simulations. The range of assumptions used to determine the fair value of these awards during the years ended September 30, 2022, 2021 and 2020 were as follows: Year ended September 30 2022 2021 2020 Dividend yield — — — Expected volatility 57.2% - 62.9% 51.6% - 54.6% 45.2% - 54.9% Risk-free interest rate 1.1% - 1.5% 0.3% - 0.9% 0.1% - 1.7% Expected holding period (% of remaining term) 29.4% - 100.0% 31.7% - 100.0% 30.7% - 100.0% |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes In Financial Liabilities Fair Value | The changes in earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value during the year ended September 30, 2022, is as follows (in thousands): Contingent Consideration Balance at September 30, 2021 $ — Earn-out from business acquisition 26,900 Measurement period adjustment 1,100 Payment of achieved earn-out threshold (3,500) Change in fair value (24,500) Balance at September 30, 2022 $ — |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit cost recognized | The net periodic benefit cost is recognized within Interest and other income Year Ended September 30, 2022 2021 2020 (in thousands) Interest cost $ 446 $ 438 $ 431 Expected return on plan assets (775) (793) (797) Amortization of prior service cost 19 21 19 Settlement loss recognized 61 — — Total net periodic benefit $ (249) $ (334) $ (347) |
Schedule of reconciliation of benefit obligations, plan assets, and funded status related to qualified defined benefit pension plan | The following table provides a reconciliation of benefit obligations, plan assets, and funded status related to the Company's qualified defined benefit pension plan for the years ended September 30, 2022 and 2021: Year Ended September 30, 2022 2021 (in thousands) Change in benefit obligation Beginning balance $ 26,955 $ 26,047 Interest cost 446 438 Benefits paid (634) (781) Actuarial loss/(gain) (7,613) 152 Foreign currency exchange rate changes (5,825) 1,099 Ending balance $ 13,329 $ 26,955 Year Ended September 30, 2022 2021 (in thousands) Change in plan assets Beginning balance at fair value $ 28,208 $ 26,771 Actual return on plan assets (5,056) 1,077 Benefits paid (634) (781) Employer's contributions 134 — Plan Settlements (1,182) — Foreign currency exchange rate changes (4,916) 1,141 Ending balance at fair value $ 16,554 $ 28,208 Overfunded status of the Scheme $ 3,225 $ 1,253 |
Schedule of amount recognized in other comprehensive loss related to qualified defined benefit pension plan, net of tax | The amounts recognized in Other comprehensive (loss) income related to the Company's qualified defined benefit pension plan, net of taxes, and the related foreign currency translation adjustments, for the years ended September 30, 2022 and 2021, is shown in the following table: Year Ended September 30, 2022 2021 (in thousands) Accumulated other comprehensive (loss) income at beginning of year $ (1,885) $ (1,971) Net actuarial gain (loss) (328) 170 Foreign currency translation adjustments 2,491 (84) Accumulated other comprehensive loss at end of year $ 278 $ (1,885) |
Schedule of actuarial assumptions used to determine (benefit) obligations and net periodic benefit cost | The actuarial assumptions used to determine the benefit obligations at September 30, 2022 and 2021, and to determine the net periodic (benefit) cost for the year were as follows: September 30, 2022 September 30, 2021 Discount rate to determine net periodic (benefit) cost 2.00 % 1.60 % Expected return on plan assets 4.82 % 2.82 % Discount rate to determine benefit obligations 5.50 % 2.00 % Rate of increases to deferred CPI linked benefits 3.40 % 3.10 % Rate of increases to deferred RPI linked benefits 3.80 % 3.60 % |
Schedule of expected benefit payments to participants | The Company's pension plan expects to make the following benefit payments to participants over the next 10 years: Pension Benefits (in thousands) Year ending September 30, 2022 $ 610 2023 1,027 2024 849 2025 782 2026 810 2027 through 2032 4,398 Total $ 8,476 |
Schedule of allocation of plan assets | The assets consisted of the following as of September 30, 2022 and 2021: September 30, 2022 September 30, 2021 Equity securities 21.6 % 21.0 % Corporate bonds 51.1 % 53.0 % Diversified fund 27.0 % 26.0 % Cash 0.3 % — % Total 100.0 % 100.0 % |
Schedule of fair value of assets of qualified defined benefit pension plan by asset category and level within fair value hierarchy | The following table presents the fair value of the assets of the Company's qualified defined benefit pension plan by asset category and their level within the fair value hierarchy. Balance as of September 30, 2022 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 3,582 $ — $ 3,582 Corporate bonds — 8,462 — 8,462 Diversified fund — 4,467 — 4,467 Cash 43 — — 43 Total $ 43 $ 16,511 $ — $ 16,554 Balance as of September 30, 2021 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 5,860 $ — $ 5,860 Corporate bonds — 14,878 — 14,878 Diversified fund — 7,279 — 7,279 Cash 191 — — 191 Total $ 191 $ 28,017 $ — $ 28,208 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 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: Year Ended September 30, (in thousands) 2022 2021 2020 GovDeals: Purchase revenue $ — $ — $ — Consignment and other fee revenues 59,352 49,579 32,806 Total revenue 59,352 49,579 32,806 Segment gross profit 56,408 47,030 30,721 RSCG: Purchase revenue 134,092 130,790 118,398 Consignment and other fee revenues 32,007 28,016 18,093 Total revenue 166,100 158,806 136,491 Segment gross profit 63,704 64,564 49,727 CAG: Purchase revenue 17,179 15,361 9,182 Consignment and other fee revenues 25,396 24,284 20,299 Total revenue 42,575 39,645 29,481 Segment gross profit 29,120 29,324 22,714 Machinio: Purchase revenue — — — Consignment and other fee revenues 12,083 9,559 7,213 Total revenue 12,083 9,559 7,213 Segment gross profit 11,471 8,992 6,813 Corporate & Other, including elimination adjustments: Purchase revenue — — — Consignment and other fee revenues (60) (57) (51) Total revenue (60) (57) (51) Segment gross profit (60) (57) (51) Consolidated: Purchase revenue 151,271 146,151 127,580 Consignment and other fee revenues 128,779 111,380 78,360 Total revenue 280,050 257,531 205,940 Total segment gross profit 160,643 149,853 109,924 |
Schedule of reconciliation of revenue from segments to consolidated | The following table reconciles segment gross profit used in the reportable segments to the Company's consolidated results: Year Ended September 30, (in thousands) 2022 2021 2020 Reconciliation: Total segment gross profit 160,643 149,853 109,924 Total operating expenses 113,238 122,685 113,821 Interest and other income, net (248) (411) (924) Income (loss) before income taxes 47,653 27,579 (2,973) |
Schedule of reconciliation of assets from segment to consolidated | Total segment assets reconciled to consolidated amounts are as follows: September 30, (in thousands) 2022 2021 GovDeals $ 237,697 $ 148,111 RSCG 99,430 84,971 CAG 96,393 94,884 Machinio 32,771 29,806 Corporate & Other, including elimination adjustments (178,188) (102,196) Total Assets: $ 288,104 $ 255,576 |
Schedule of revenue by geographical areas | Revenue attributed to countries that represent a significant portion of consolidated revenues are as follows: Year Ended September 30, (in thousands) 2022 2021 2020 United States $ 237,720 $ 214,162 $ 180,887 Rest of the world 42,330 43,369 25,053 Total Revenue $ 280,050 $ 257,531 $ 205,940 |
Schedule of long-lived assets by geographical areas | Total long-lived assets by geographic areas are as follows: September 30, (in thousands) 2022 2021 United States $ 18,867 $ 17,261 Rest of the world 227 373 Total Long-lived Assets $ 19,094 $ 17,634 |
Organization (Details)
Organization (Details) | 12 Months Ended |
Sep. 30, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reportable segments | 4 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
SEC Schedule, 12-09, Valuation Allowances and Reserves, Amount | $ 0 | $ 0.2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | 66 Months Ended | |||||
May 17, 2021 | Oct. 10, 2019 | Sep. 30, 2015 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | |
Receivables with Imputed Interest [Line Items] | |||||||
Interest income | $ 248 | $ 411 | $ 924 | ||||
Loss on sale of financing receivable | 1,100 | ||||||
Tanager Acquisitions Promissory Note | |||||||
Receivables with Imputed Interest [Line Items] | |||||||
Receivable with imputed interest, face amount | $ 12,300 | ||||||
Receivable with imputed interest, term (in years) | 5 years | ||||||
Proceeds from collection of notes receivable | $ 3,500 | $ 2,500 | $ 7,700 | ||||
Interest income | $ 400 | ||||||
Receivable with imputed interest, net amount | $ 4,600 | $ 4,600 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - PP&E (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Computers and purchased software | Minimum | |
Property and Equipment | |
Estimated useful life | 1 year |
Computers and purchased software | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Office/operational equipment | Minimum | |
Property and Equipment | |
Estimated useful life | 2 years |
Office/operational equipment | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Furniture and fixtures | Minimum | |
Property and Equipment | |
Estimated useful life | 5 years |
Furniture and fixtures | Maximum | |
Property and Equipment | |
Estimated useful life | 7 years |
Internally developed software for internal-use | Minimum | |
Property and Equipment | |
Estimated useful life | 2 years |
Internally developed software for internal-use | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Building | |
Property and Equipment | |
Estimated useful life | 39 years |
Vehicles | |
Property and Equipment | |
Estimated useful life | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Intangible Assets and Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Contract Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Contract liability | $ 4.4 | $ 4.6 |
Contract asset | 0.9 | 0.6 |
Contract liability recognized as revenue | 4.6 | |
Contract costs | 1.8 | 1.6 |
Capitalized contract cost, amortization | $ 1.1 | $ 0.7 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Concentration (Details) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Supplier Concentration Risk | Cost of Goods Sold | Contract with commercial client | |||
Risk Associated with Certain Concentrations | |||
Concentration risk | 55% | 61% | 55% |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Shares and options vesting period | 1 year |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Shares and options vesting period | 4 years |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Advertising Costs and AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Advertising Costs | |||
Advertising costs | $ 4,600 | $ 3,200 | $ 2,600 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | 135,015 | 111,815 | 116,175 |
Current-period other comprehensive (loss) income | (1,274) | 771 | (1,809) |
Balance | 154,536 | 135,015 | 111,815 |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (9,011) | (9,782) | (7,973) |
Balance | (10,285) | (9,011) | (9,782) |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (7,484) | (8,085) | (8,569) |
Current-period other comprehensive (loss) income | (3,110) | 601 | 484 |
Balance | (10,594) | (7,484) | (8,085) |
Net Change Pension and Other Postretirement Benefit Plans | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (1,527) | (1,697) | 596 |
Current-period other comprehensive (loss) income | 1,836 | 170 | (2,293) |
Balance | $ 309 | $ (1,527) | $ (1,697) |
Bid4Assets Acquisition - Narrat
Bid4Assets Acquisition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Nov. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 88,910 | $ 88,910 | $ 59,872 | $ 59,839 | $ 59,467 | |
Intangible assets | 16,500 | 16,500 | ||||
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 paid | 42,739 | |||||
Purchase price, net | 14,700 | |||||
Business combination, consideration transferred, other | 300 | |||||
Business combination, earn out consideration in cash | 37,500 | |||||
Goodwill | 30,083 | |||||
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 | 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 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||||
Intangible assets | $ 16,500 | ||||
Goodwill | $ 88,910 | $ 59,872 | $ 59,839 | $ 59,467 | |
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 | 3,847 | ||||
Total liabilities assumed | 7,766 | ||||
Net identifiable assets acquired | 12,656 | ||||
Goodwill | 30,083 | ||||
Total consideration transferred | $ 42,739 |
Bid4Assets Acquisition - Intang
Bid4Assets Acquisition - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Sep. 30, 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 | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | |||
Net income (loss) | $ 40,324 | $ 50,949 | $ (3,774) |
Denominator: | |||
Basic weighted average shares outstanding (in shares) | 32,292,978 | 33,333,557 | 33,612,263 |
Dilutive impact of stock options, RSUs and RSAs (in shares) | 1,426,446 | 1,690,551 | 0 |
Diluted weighted average shares outstanding (in shares) | 33,719,424 | 35,024,108 | 33,612,263 |
Basic income (loss) per common share (in usd per share) | $ 1.25 | $ 1.53 | $ (0.11) |
Diluted income (loss) per common share (in usd per share) | $ 1.20 | $ 1.45 | $ (0.11) |
Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive (in shares) | 1,009,288 | 420,454 | 3,526,055 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Property and Equipment | ||
Property, plant, and equipment | $ 42,675 | $ 36,192 |
Less: Accumulated depreciation and amortization | (23,581) | (18,558) |
Total property and equipment, net | 19,094 | 17,634 |
Computers and purchased software | ||
Property and Equipment | ||
Property, plant, and equipment | 2,058 | 1,981 |
Developed software for internal-use | ||
Property and Equipment | ||
Property, plant, and equipment | 22,168 | 18,942 |
Equipment | ||
Property and Equipment | ||
Property, plant, and equipment | 8,536 | 6,373 |
Leasehold improvements | ||
Property and Equipment | ||
Property, plant, and equipment | 3,256 | 3,244 |
Building | ||
Property and Equipment | ||
Property, plant, and equipment | 2,158 | 2,158 |
Furniture and fixtures | ||
Property and Equipment | ||
Property, plant, and equipment | 527 | 655 |
Vehicles | ||
Property and Equipment | ||
Property, plant, and equipment | 1,406 | 1,129 |
Land | ||
Property and Equipment | ||
Property, plant, and equipment | 754 | 754 |
Construction in progress | ||
Property and Equipment | ||
Property, plant, and equipment | $ 1,812 | $ 956 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property and Equipment | |||
Depreciation and amortization | $ 6,500,000 | $ 5,600,000 | $ 4,900,000 |
Impairment of long-lived assets | 0 | 0 | 0 |
Internally developed software for internal-use | |||
Property and Equipment | |||
Depreciation and amortization | $ 4,700,000 | $ 3,900,000 | $ 2,900,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Sep. 30, 2022 |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 4 years 3 months 18 days |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Finance lease – lease asset amortization | $ 80 | $ 54 |
Finance lease – interest on lease liabilities | 21 | 22 |
Operating lease cost | 5,695 | 5,139 |
Operating lease impairment expense | 0 | 172 |
Short-term lease cost | 337 | 242 |
Variable lease, cost | 1,368 | 1,532 |
Sublease income | (111) | (184) |
Total net lease cost | $ 7,390 | $ 6,977 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Operating Leases | |
2023 | $ 5,267 |
2024 | 4,366 |
2025 | 3,576 |
2026 | 2,139 |
2027 | 396 |
Thereafter | 0 |
Total lease payments | 15,744 |
Less: imputed interest | (1,516) |
Total lease liabilities | 14,228 |
Finance Leases | |
2023 | 116 |
2024 | 97 |
2025 | 68 |
2026 | 65 |
2027 | 12 |
Thereafter | 0 |
Total lease payments | 358 |
Less: imputed interest | (33) |
Total lease liabilities | $ 325 |
Operating lease, weighted average remaining lease term | 3 years 3 months 18 days |
Finance lease, weighted average remaining lease term | 3 years 7 months 6 days |
Operating lease, weighted average discount rate, percent | 6.20% |
Finance lease, weighted average discount rate, percent | 5.60% |
Operating lease, liability, statement of financial position | Accounts Payable and Accrued Liabilities |
Finance lease, liability, statement of financial position | Accounts Payable and Accrued Liabilities |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | |||
Cash paid for amounts included in operating lease liabilities | $ 4,368 | $ 4,319 | |
Payments of the principal portion of finance lease liabilities | 99 | 42 | $ 34 |
Non-cash: lease liabilities arising from new operating lease assets obtained | 4,664 | 3,349 | |
Non-cash: lease liabilities arising from new finance lease assets obtained | 175 | 137 | |
Non-cash: adjustments to lease assets and liabilities1 | $ (196) | $ 3,756 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | $ 59,872 | $ 59,839 | $ 59,467 |
Translation adjustments | (1,045) | 33 | 372 |
Business acquisition | 30,083 | ||
Balance at the end of the period | 88,910 | 59,872 | 59,839 |
GovDeals | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | 23,731 | 23,731 | 23,731 |
Translation adjustments | 0 | 0 | 0 |
Business acquisition | 30,083 | ||
Balance at the end of the period | 53,814 | 23,731 | 23,731 |
CAG | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | 21,583 | 21,550 | 21,178 |
Translation adjustments | (1,045) | 33 | 372 |
Business acquisition | 0 | ||
Balance at the end of the period | 20,538 | 21,583 | 21,550 |
Machinio | |||
Goodwill [Roll Forward] | |||
Balance at the beginning of the period | 14,558 | 14,558 | 14,558 |
Translation adjustments | 0 | 0 | 0 |
Business acquisition | 0 | ||
Balance at the end of the period | $ 14,558 | $ 14,558 | $ 14,558 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | |||
Business acquisition | $ 30,083,000 | ||
Accumulated goodwill impairment loss | 168,600,000 | $ 168,600,000 | |
Impairment of long-lived assets | 0 | $ 0 | $ 0 |
GovDeals | |||
Segment Reporting Information [Line Items] | |||
Business acquisition | 30,083,000 | ||
Non-cash: earnout liability for acquisition activity | $ 24,500,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets | ||
Gross Carrying Amount | $ 24,681 | $ 8,160 |
Accumulated Amortization | (8,447) | (4,707) |
Net Carrying Amount | 16,234 | 3,453 |
Contract intangibles | ||
Intangible Assets | ||
Gross Carrying Amount | 17,000 | 3,100 |
Accumulated Amortization | (3,789) | (1,679) |
Net Carrying Amount | $ 13,211 | $ 1,421 |
Contract intangibles | Minimum | ||
Intangible Assets | ||
Useful Life (in years) | 6 years | |
Contract intangibles | Maximum | ||
Intangible Assets | ||
Useful Life (in years) | 8 years | |
Contract intangibles | Weighted Average | ||
Intangible Assets | ||
Useful Life (in years) | 7 years 6 months | |
Brand and technology | ||
Intangible Assets | ||
Gross Carrying Amount | $ 5,300 | $ 2,700 |
Accumulated Amortization | (3,089) | (1,755) |
Net Carrying Amount | $ 2,211 | $ 945 |
Brand and technology | Minimum | ||
Intangible Assets | ||
Useful Life (in years) | 3 years | |
Brand and technology | Maximum | ||
Intangible Assets | ||
Useful Life (in years) | 5 years | |
Brand and technology | Weighted Average | ||
Intangible Assets | ||
Useful Life (in years) | 4 years 2 months 12 days | |
Patent and trademarks | ||
Intangible Assets | ||
Gross Carrying Amount | $ 2,381 | $ 2,360 |
Accumulated Amortization | (1,569) | (1,273) |
Net Carrying Amount | $ 812 | $ 1,087 |
Patent and trademarks | Minimum | ||
Intangible Assets | ||
Useful Life (in years) | 7 years | |
Patent and trademarks | Maximum | ||
Intangible Assets | ||
Useful Life (in years) | 10 years | |
Patent and trademarks | Weighted Average | ||
Intangible Assets | ||
Useful Life (in years) | 9 years |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Intangible assets | $ 16,500,000 | ||
Amortization expense | 3,700,000 | $ 1,300,000 | $ 1,300,000 |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Future expected amortization of intangible assets | ||
2023 | $ 3,790 | |
2024 | 3,252 | |
2025 | 2,012 | |
2026 | 1,767 | |
2027 | 1,759 | |
Thereafter | 3,654 | |
Net Carrying Amount | $ 16,234 | $ 3,453 |
401(k) Benefit Plan (Details)
401(k) Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |||
Amount contributed and recorded expense under the 401(k) Benefit Plan | $ 1 | $ 1.1 | $ 0.9 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Current tax provision (benefit): | |||
U.S. Federal | $ 0 | $ 0 | $ 0 |
State | 487 | 293 | 382 |
Foreign | 555 | 847 | 313 |
Current income tax expense | 1,042 | 1,140 | 695 |
Deferred tax provision (benefit): | |||
U.S. Federal | 4,962 | (23,315) | 74 |
State | 1,275 | (1,252) | (27) |
Foreign | 50 | 57 | 59 |
Total deferred tax (benefit) expense | 6,287 | (24,510) | 106 |
Total (benefit) provision | $ 7,329 | $ (23,370) | $ 801 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Deferred tax assets: | ||
Net operating losses—Foreign | $ 12,409 | $ 13,593 |
Net operating losses—U.S. | 24,054 | 31,456 |
Accrued vacation and bonus | 701 | 678 |
Inventory capitalization | 683 | 219 |
Inventory reserves | 24 | 0 |
Allowance for doubtful accounts | 113 | 96 |
Stock compensation expense | 2,198 | 1,415 |
Operating lease liabilities | 3,565 | 3,605 |
Depreciation | 0 | 2,339 |
Other | 845 | 897 |
Total deferred tax assets before valuation allowance | 44,592 | 54,298 |
Less: valuation allowance | (12,259) | (13,813) |
Net deferred tax assets | 32,333 | 40,485 |
Deferred tax liabilities: | ||
Amortization of intangibles | 3,453 | 107 |
Amortization of goodwill | 7,595 | 7,322 |
Depreciation | 938 | 0 |
Capitalized costs | 2,786 | 5,602 |
Operating/right of use assets | 3,325 | 3,394 |
Pension liability | 608 | 238 |
Total deferred tax liabilities | 18,705 | 16,663 |
Net deferred taxes | $ 13,628 | $ 23,822 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations | |||
U.S. statutory rate | 21% | 21% | 21% |
Stock-based stock compensation expense | (2.00%) | (14.10%) | (14.90%) |
Nondeductible compensation expense | 2% | 5.50% | (6.00%) |
Fair value adjustments of acquisition earn-outs | (10.80%) | 0% | 0% |
Other permanent items | (0.40%) | 0.10% | (1.10%) |
State taxes | 3.30% | 3% | (13.20%) |
Net foreign rate differential | 0.10% | 0.50% | (0.80%) |
Unrecognized tax benefits | 0% | 0.10% | 5.10% |
Change in valuation allowance | (3.30%) | (98.90%) | 9.90% |
Write-down of deferred tax assets on share-based stock compensation | 0.50% | 0.70% | (12.30%) |
Write-down of deferred tax assets on net operating loss | 0.042 | (0.028) | (0.159) |
Other | 0.80% | 0.20% | 1.30% |
Effective rate | 15.40% | (84.70%) | (26.90%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Jul. 10, 2018 | Sep. 30, 2022 | Sep. 30, 2021 |
Net operating loss (NOL) carryforwards | ||||
Deferred tax assets related to available federal and state NOL carryforwards | $ 13,400 | $ 23,500 | ||
Net operating losses—Foreign | 12,409 | 13,593 | ||
NOL's subject to expiration | 500 | |||
Valuation allowance | 12,259 | 13,813 | ||
Deferred tax assets, amount expected to be realized | 500 | |||
Undistributed foreign earnings | 8,600 | |||
Cash and cash equivalents held overseas on which taxes would be incurred upon repatriation | 20,300 | $ 22,400 | ||
Machinio | ||||
Net operating loss (NOL) carryforwards | ||||
Percentage acquired | 100% | |||
Consideration paid | $ 19,900 | |||
Deferred tax liabilities | 700 | |||
Acquisition, net operating loss | 1,400 | |||
Machinio | Deferred Tax Asset Related To Business Acquisition | ||||
Net operating loss (NOL) carryforwards | ||||
Increase in valuation allowance | $ 700 | |||
Bid4Assets | ||||
Net operating loss (NOL) carryforwards | ||||
Percentage acquired | 100% | |||
Consideration paid | $ 42,739 | |||
Deferred tax liabilities | $ 3,847 | |||
Acquisition, net operating loss | $ 1,200 |
Income Taxes - CarryForwards (D
Income Taxes - CarryForwards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reconciliation of unrecognized tax benefits | |||
Beginning balance | $ 143 | $ 123 | $ 273 |
Additions based on positions related to the current year | 0 | 0 | 0 |
Additions for tax positions of prior years | 0 | 20 | 0 |
Reductions for tax positions of prior years | 0 | 0 | (150) |
Settlements | 0 | 0 | 0 |
Ending balance | $ 143 | $ 143 | $ 123 |
Debt (Details)
Debt (Details) - USD ($) | Feb. 10, 2022 | Sep. 30, 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 |
Equity Transactions - Narrative
Equity Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||||
May 13, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2022 | Dec. 06, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares reserved for issuance | 20,300,000 | 19,100,000 | |||||
Shares available for issuance | 20,300,000 | ||||||
Reserve shares counted per share granted from fungible share pool | 1.5 | ||||||
Remaining shares reserved for issuance | 2,300,000 | ||||||
Stock compensation awards, total liability | $ 200 | $ 500 | |||||
Stock compensation awards, current portion | $ 200 | $ 300 | |||||
Weighted average grant date fair value of options granted (in dollars per share) | $ 10.70 | $ 4.81 | $ 2.66 | ||||
Intrinsic value of options exercised | $ 3,817 | $ 15,000 | $ 100 | ||||
Remaining number of shares authorized to be repurchased | 0 | ||||||
Common stock repurchases | $ 25,447 | $ 31,143 | 3,983 | ||||
Stock redeemed or called during period (in shares) | 23,839 | 82,612 | |||||
December 6, 2021 Stock Repurchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Remaining repurchase amount | $ 20,000 | ||||||
Shares repurchased | 1,159,066 | ||||||
Common stock repurchases | $ 20,000 | ||||||
May 2022 Repurchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Remaining repurchase amount | $ 6,600 | ||||||
Shares repurchased | 408,211 | ||||||
Common stock repurchases | $ 5,400 | ||||||
Stock repurchase program, authorized amount | 12,000 | ||||||
December 6, 2022 Stock Repurchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock repurchase program, authorized amount | $ 8,400 | ||||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options not yet exercisable (in shares) | 743,536 | ||||||
Options, service-based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options not yet exercisable (in shares) | 582,441 | ||||||
Unrecognized compensation cost | $ 2,800 | ||||||
Weighted average vesting period for unrecognized compensation cost | 2 years 4 months 24 days | ||||||
Options, service-based | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Stock options, expiration term | 5 years | ||||||
Options, service-based | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock options, expiration term | 10 years | ||||||
Options, service and performance or market based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options not yet exercisable (in shares) | 161,095 | ||||||
Restricted stock units and restricted stock awards, service based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested shares | 647,674 | ||||||
Restricted stock units and restricted stock awards, service and performance or market based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested shares | 454,365 | ||||||
Restricted stock unit, service based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average vesting period for unrecognized compensation cost | 2 years 10 months 24 days | ||||||
Unrecognized compensation cost, excluding options | $ 8,300 | ||||||
Restricted stock unit, service based | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Restricted stock unit, service based | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock appreciation rights | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Nonvested shares | 12,000 | ||||||
Cash paid to settle stock appreciation rights | $ 200 | $ 400 | $ 600 | ||||
Stock appreciation rights, weighted-average fair value (in dollars per share) | $ 9.82 | $ 18.86 | $ 0.63 | ||||
Stock appreciation rights, service based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average vesting period for unrecognized compensation cost | 3 months | ||||||
Unrecognized compensation cost, excluding options | $ 100 | ||||||
Stock options, RSUs and RSAs, performance based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average vesting period for unrecognized compensation cost | 2 years 3 months 18 days | ||||||
Unrecognized compensation costs | $ 700 | ||||||
Stock options, RSUs and SARS, market based | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Unrecognized compensation cost | $ 3,400 | ||||||
Weighted average vesting period for unrecognized compensation cost | 2 years 1 month 6 days | ||||||
Average share price term | 20 days |
Equity Transactions - Stock Com
Equity Transactions - Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock compensation expense | $ 8,481 | $ 6,947 | $ 5,660 |
Stock options | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock compensation expense | 2,673 | 3,117 | 2,054 |
RSUs & RSAs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock compensation expense | 5,912 | 2,977 | 3,635 |
SARs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock compensation expense | $ (104) | $ 853 | $ (29) |
Equity Transactions - Stock Bas
Equity Transactions - Stock Based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 8,481 | $ 6,947 | $ 5,660 |
Technology and operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 1,307 | 1,016 | 385 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 2,148 | 1,541 | 1,502 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | 5,026 | 4,390 | 3,773 |
Total stock compensation expense: | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock compensation expense | $ 8,481 | $ 6,947 | $ 5,660 |
Equity Transactions - Stock Opt
Equity Transactions - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Options | |||
Outstanding as of beginning of period (in shares) | 2,844,285 | ||
Granted (in shares) | 281,657 | ||
Exercised (in shares) | (316,964) | ||
Forfeited (in shares) | (31,924) | ||
Expired (in shares) | (71,618) | ||
Outstanding as of end of period (in shares) | 2,705,436 | 2,844,285 | |
Vested and expected to vest as of end of period (in shares) | 2,645,436 | ||
Exercisable as of end of period (in shares) | 1,961,900 | ||
Weighted- Average Exercise Price | |||
Outstanding as of beginning of period (in dollars per share) | $ 10.04 | ||
Granted (in dollars per share) | 22.60 | ||
Exercised (in dollars per share) | 7.82 | ||
Forfeited (in dollars per share) | 27.67 | ||
Expired (in dollars per share) | 34.37 | ||
Outstanding as of end of period (in dollars per share) | 10.76 | $ 10.04 | |
Vested and expected to vest as of end of period (in dollars per share) | 10.61 | ||
Exercisable as of end of period (in dollars per share) | $ 9.29 | ||
Weighted- Average Remaining Contractual Term (years) | |||
Outstanding, weighted-average remaining contractual term | 5 years 6 months 29 days | 6 years 1 month 20 days | |
Vested and expected to vest, weighted average remaining contractual term | 5 years 6 months 14 days | ||
Exercisable, weighted-average remaining contractual term | 4 years 10 months 17 days | ||
Aggregate Intrinsic Value | |||
Outstanding as of beginning of period, aggregate intrinsic value | $ 34,877 | ||
Granted, aggregate intrinsic value | 0 | ||
Exercised, aggregate intrinsic value | 3,817 | $ 15,000 | $ 100 |
Forfeited, aggregate intrinsic value | 150 | ||
Expired, aggregate intrinsic value | 71 | ||
Outstanding as of end of period, aggregate intrinsic value | 18,397 | $ 34,877 | |
Vested and expected to vest, aggregate intrinsic value | 18,397 | ||
Exercisable, aggregate intrinsic value | $ 15,224 |
Equity Transactions - Fair Valu
Equity Transactions - Fair Value (Details) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock options | |||
Fair value assumptions | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility, minimum | 57% | 51% | 46.50% |
Expected volatility, maximum | 62.20% | 55.90% | 51% |
Risk free interest rate, minimum | 1.10% | 0.40% | 0.50% |
Risk free interest rate, maximum | 3.50% | 0.80% | 1.50% |
Stock options | Minimum | |||
Fair value assumptions | |||
Expected term | 4 years 6 months | 4 years 7 months 6 days | 4 years 7 months 6 days |
Stock options | Maximum | |||
Fair value assumptions | |||
Expected term | 7 years 4 months 24 days | 7 years 7 months 6 days | 7 years 4 months 24 days |
Stock appreciation rights | |||
Fair value assumptions | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility, minimum | 71.70% | 78.30% | 55% |
Expected volatility, maximum | 68.80% | ||
Risk free interest rate, minimum | 4% | 0.10% | 0.10% |
Risk free interest rate, maximum | 0.10% | ||
Stock appreciation rights | Minimum | |||
Fair value assumptions | |||
Expected term | 3 months | 1 year 3 months | 0 years |
Stock appreciation rights | Maximum | |||
Fair value assumptions | |||
Expected term | 2 years 3 months 18 days | ||
Stock options, RSUs and SARS, market based | |||
Fair value assumptions | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility, minimum | 57.20% | 51.60% | 45.20% |
Expected volatility, maximum | 62.90% | 54.60% | 54.90% |
Risk free interest rate, minimum | 1.10% | 0.30% | 0.10% |
Risk free interest rate, maximum | 1.50% | 0.90% | 1.70% |
Equity Transactions - Restricte
Equity Transactions - Restricted Stock Units and Restricted Stock Awards (Details) - RSUs & RSAs - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
RSU & RSA | ||
Outstanding as of beginning of period (in shares) | 917,381 | |
Granted (in shares) | 845,419 | |
Exercised (in shares) | (362,233) | |
Forfeited (in shares) | (298,528) | |
Outstanding as of end of period (in shares) | 1,102,039 | 917,381 |
Expected to vest as of end of period (in shares) | 959,349 | |
Weighted- Average Grant Date Fair Value | ||
Outstanding as of beginning of period (in dollars per share) | $ 9.15 | |
Granted (in dollars per share) | 21.25 | |
Exercised (in dollars per share) | 9.39 | |
Forfeited (in dollars per share) | 8.02 | |
Outstanding as of end of period (in dollars per share) | 18.66 | $ 9.15 |
Expected to vest as of end of period (in dollars per share) | $ 18.46 | |
Additional Disclosures | ||
Outstanding, weighted-average remaining contractual term | 2 years 11 months 8 days | 1 year 11 months 23 days |
Expected to vest as of end of period, weighted-average remaining contractual term | 2 years 11 months 23 days | |
Aggregate Fair Value | ||
Outstanding as of beginning of period, aggregate fair value | $ 19,825 | |
Granted, aggregate fair value | 17,961 | |
Exercised, aggregate fair value | 7,344 | |
Forfeited, aggregate fair value | 6,448 | |
Outstanding as of end of period, aggregate fair value | 17,919 | $ 19,825 |
Expected to vest as of end of period, aggregate fair value | $ 15,599 |
Equity Transactions - Stock App
Equity Transactions - Stock Appreciation Rights Activity (Details) - Stock appreciation rights - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
SARs | ||
Outstanding as of beginning of period (in shares) | 42,045 | |
Exercised (in shares) | (13,645) | |
Forfeited (in shares) | (4,250) | |
Outstanding as of end of period (in shares) | 24,150 | 42,045 |
Vested and expected to vest as of end of period (in shares) | 24,150 | |
Exercisable as of end of period (in shares) | 12,150 | |
Weighted- Average Exercise Price | ||
Outstanding as of beginning of period (in dollars per share) | $ 6.11 | |
Exercised (in dollars per share) | 6.11 | |
Forfeited (in dollars per share) | 6.11 | |
Outstanding as of end of period (in dollars per share) | 6.11 | $ 6.11 |
Vested and expected to vest as of end of period (in dollars per share) | 6.11 | |
Exercisable as of end of period (in dollars per share) | $ 6.11 | |
Weighted- Average Remaining Contractual Term (years) | ||
Outstanding, weighted-average remaining contractual term | 3 months | 1 year 3 months |
Vested and expected to vest as of end of period, weighted-average remaining contractual term | 3 months | |
Exercisable as of end of period, weighted average remaining contractual term | 3 months | |
Aggregate Intrinsic Value | ||
Outstanding as of beginning of period, aggregate intrinsic value | $ 652 | |
Exercised, aggregate intrinsic value | 170 | |
Forfeited, aggregate intrinsic value | 58 | |
Outstanding as of end of period, aggregate intrinsic value | 245 | $ 652 |
Vested and expected to vest as of end of period, aggregate intrinsic value | 245 | |
Exercisable as of end of period, aggregate intrinsic value | $ 123 |
Equity Transactions - Summary o
Equity Transactions - Summary of fair value assumptions (Details) - Stock options, RSUs and SARS, market based | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility, minimum | 57.20% | 51.60% | 45.20% |
Expected volatility, maximum | 62.90% | 54.60% | 54.90% |
Risk free interest rate, minimum | 1.10% | 0.30% | 0.10% |
Risk free interest rate, maximum | 1.50% | 0.90% | 1.70% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected holding period | 29.40% | 31.70% | 30.70% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected holding period | 100% | 100% | 100% |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Nov. 01, 2021 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) Rate | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | |
Fair value measurement | |||||
Money market funds, at carrying value | $ 22,000,000 | $ 40,000,000 | |||
Measurement Input, Discount Rate | |||||
Fair value measurement | |||||
Contingent consideration, measurement input | Rate | 0.13 | ||||
Measurement Input, Expense Range | Minimum | |||||
Fair value measurement | |||||
Contingent consideration, measurement input | Rate | 0.20 | ||||
Measurement Input, Expense Range | Maximum | |||||
Fair value measurement | |||||
Contingent consideration, measurement input | Rate | 0.55 | ||||
Recurring basis | Level 3 | |||||
Fair value measurement | |||||
Earn-out from business acquisition | $ 28,000,000 | $ 26,900,000 | |||
Measurement period adjustment | 1,100,000 | ||||
Payment of achieved earn-out threshold | $ (3,500,000) | (3,500,000) | |||
Fair value, measurement with unobservable inputs reconciliations, recurring basis, liability value | 0 | $ 24,500,000 | 0 | ||
Nonrecurring | |||||
Fair value measurement | |||||
Fair value, asset (liability) | $ 0 | $ 0 |
Fair Value Measurement - Contin
Fair Value Measurement - Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Nov. 01, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Change in fair value of earn-out liability | ||
Recurring basis | Level 3 | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 24,500 | $ 0 | |
Earn-out from business acquisition | $ 28,000 | 26,900 | |
Measurement period adjustment | 1,100 | ||
Fair value adjustment of acquisition earn-outs | (24,500) | ||
Payment of achieved earn-out threshold | $ (3,500) | (3,500) | |
Ending balance | $ 0 |
Defined Benefit Pension Plan -
Defined Benefit Pension Plan - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2022 GBP (£) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2020 USD ($) | |
Defined benefit pension plan | ||||
Defined benefit plan, funded status of plan | $ 3,225 | $ 1,253 | ||
Benefit obligation | $ 13,329 | $ 26,955 | $ 26,047 | |
Defined benefit plan long term rate of improvement (as a percentage) | 1.30% | |||
Maximum | ||||
Defined benefit pension plan | ||||
Expected contributions | £ | £ 10,000,000 | |||
Males | ||||
Defined benefit pension plan | ||||
Defined benefit plan mortality rate (as a percentage) | 105% | |||
Females | ||||
Defined benefit pension plan | ||||
Defined benefit plan mortality rate (as a percentage) | 105% |
Defined Benefit Pension Plan _2
Defined Benefit Pension Plan - Net Period Benefit Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |||
Interest cost | $ 446 | $ 438 | $ 431 |
Expected return on plan assets | (775) | (793) | (797) |
Amortization of prior service cost | 19 | 21 | 19 |
Settlement loss recognized | 61 | 0 | 0 |
Total net periodic benefit | $ (249) | $ (334) | $ (347) |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Income (Expense), Net | Interest Income (Expense), Net | Interest Income (Expense), Net |
Defined Benefit Pension Plan _3
Defined Benefit Pension Plan - Reconciliation of Benefit Obligations, Plan Assets, and Funded Status (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Change in benefit obligation | |||
Beginning balance | $ 26,955 | $ 26,047 | |
Interest cost | 446 | 438 | $ 431 |
Benefits paid | (634) | (781) | |
Actuarial loss/(gain) | (7,613) | 152 | |
Foreign currency exchange rate changes | (5,825) | 1,099 | |
Ending balance | 13,329 | 26,955 | 26,047 |
Change in plan assets | |||
Beginning balance at fair value | 28,208 | 26,771 | |
Actual return on plan assets | (5,056) | 1,077 | |
Benefits paid | (634) | (781) | |
Employer's contributions | 134 | 0 | |
Plan Settlements | (1,182) | 0 | |
Foreign currency exchange rate changes | (4,916) | 1,141 | |
Ending balance at fair value | 16,554 | 28,208 | $ 26,771 |
Overfunded status of the Scheme | $ 3,225 | $ 1,253 |
Defined Benefit Pension Plan _4
Defined Benefit Pension Plan - Qualified Defined Benefit Pension Plan, Net of Taxes, and the Related Foreign Currency Translation Adjustments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated OCI | ||
Accumulated other comprehensive (loss) income at beginning of year | $ (1,885) | $ (1,971) |
Net actuarial gain (loss) | (328) | 170 |
Foreign currency translation adjustments | 2,491 | (84) |
Accumulated other comprehensive loss at end of year | $ 278 | $ (1,885) |
Defined Benefit Pension Plan _5
Defined Benefit Pension Plan - Actuarial Assumptions (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Retirement Benefits [Abstract] | ||
Discount rate to determine net periodic (benefit) cost | 2% | 1.60% |
Expected return on plan assets | 4.82% | 2.82% |
Discount rate to determine benefit obligations | 5.50% | 2% |
Rate of increases to deferred CPI linked benefits | 3.40% | 3.10% |
Rate of increases to deferred RPI linked benefits | 3.80% | 3.60% |
Defined Benefit Pension Plan _6
Defined Benefit Pension Plan - Pension Plan (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Retirement Benefits [Abstract] | |
2022 | $ 610 |
2023 | 1,027 |
2024 | 849 |
2025 | 782 |
2026 | 810 |
2027 through 2032 | 4,398 |
Total | $ 8,476 |
Defined Benefit Pension Plan _7
Defined Benefit Pension Plan - Expected Return on Assets (Details) | Sep. 30, 2022 | Sep. 30, 2021 |
Defined benefit pension plan | ||
Total | 100% | 100% |
Equity securities | ||
Defined benefit pension plan | ||
Total | 21.60% | 21% |
Corporate bonds | ||
Defined benefit pension plan | ||
Total | 51.10% | 53% |
Diversified fund | ||
Defined benefit pension plan | ||
Total | 27% | 26% |
Cash | ||
Defined benefit pension plan | ||
Total | 0.30% | 0% |
Defined Benefit Pension Plan _8
Defined Benefit Pension Plan - Fair Value Estimates (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Defined benefit pension plan | |||
Fair values | $ 16,554 | $ 28,208 | $ 26,771 |
Total | |||
Defined benefit pension plan | |||
Fair values | 16,554 | 28,208 | |
Level 1 | |||
Defined benefit pension plan | |||
Fair values | 43 | 191 | |
Level 2 | |||
Defined benefit pension plan | |||
Fair values | 16,511 | 28,017 | |
Level 3 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Equity securities | Total | |||
Defined benefit pension plan | |||
Fair values | 3,582 | 5,860 | |
Equity securities | Level 1 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Equity securities | Level 2 | |||
Defined benefit pension plan | |||
Fair values | 3,582 | 5,860 | |
Equity securities | Level 3 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Corporate bonds | Total | |||
Defined benefit pension plan | |||
Fair values | 8,462 | 14,878 | |
Corporate bonds | Level 1 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Corporate bonds | Level 2 | |||
Defined benefit pension plan | |||
Fair values | 8,462 | 14,878 | |
Corporate bonds | Level 3 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Diversified fund | Total | |||
Defined benefit pension plan | |||
Fair values | 4,467 | 7,279 | |
Diversified fund | Level 1 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Diversified fund | Level 2 | |||
Defined benefit pension plan | |||
Fair values | 4,467 | 7,279 | |
Diversified fund | Level 3 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Cash | Total | |||
Defined benefit pension plan | |||
Fair values | 43 | 191 | |
Cash | Level 1 | |||
Defined benefit pension plan | |||
Fair values | 43 | 191 | |
Cash | Level 2 | |||
Defined benefit pension plan | |||
Fair values | 0 | 0 | |
Cash | Level 3 | |||
Defined benefit pension plan | |||
Fair values | $ 0 | $ 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Sep. 30, 2022 segment | |
Segment Reporting [Abstract] | |
Reportable segments | 4 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 280,050 | $ 257,531 | $ 205,940 |
Segment gross profit | 160,643 | 149,853 | 109,924 |
Operating Segments | GovDeals | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 59,352 | 49,579 | 32,806 |
Segment gross profit | 56,408 | 47,030 | 30,721 |
Operating Segments | RSCG | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 166,100 | 158,806 | 136,491 |
Segment gross profit | 63,704 | 64,564 | 49,727 |
Operating Segments | CAG | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 42,575 | 39,645 | 29,481 |
Segment gross profit | 29,120 | 29,324 | 22,714 |
Operating Segments | Machinio | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 12,083 | 9,559 | 7,213 |
Segment gross profit | 11,471 | 8,992 | 6,813 |
Corporate & Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (60) | (57) | (51) |
Segment gross profit | (60) | (57) | (51) |
Purchase revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 151,271 | 146,151 | 127,580 |
Purchase revenues | Operating Segments | GovDeals | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Purchase revenues | Operating Segments | RSCG | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 134,092 | 130,790 | 118,398 |
Purchase revenues | Operating Segments | CAG | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 17,179 | 15,361 | 9,182 |
Purchase revenues | Operating Segments | Machinio | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Purchase revenues | Corporate & Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Consignment and other fee revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 128,779 | 111,380 | 78,360 |
Consignment and other fee revenues | Operating Segments | GovDeals | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 59,352 | 49,579 | 32,806 |
Consignment and other fee revenues | Operating Segments | RSCG | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 32,007 | 28,016 | 18,093 |
Consignment and other fee revenues | Operating Segments | CAG | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 25,396 | 24,284 | 20,299 |
Consignment and other fee revenues | Operating Segments | Machinio | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 12,083 | 9,559 | 7,213 |
Consignment and other fee revenues | Corporate & Other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ (60) | $ (57) | $ (51) |
Segment Information - Reconcili
Segment Information - Reconciliation from Segments to Consolidated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting [Abstract] | |||
Total segment gross profit | $ 160,643 | $ 149,853 | $ 109,924 |
Total operating expenses | 113,238 | 122,685 | 113,821 |
Interest and other income, net | (248) | (411) | (924) |
Income (loss) before income taxes | $ 47,653 | $ 27,579 | $ (2,973) |
Segment Information - Schedul_2
Segment Information - Schedule of Total Segment Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Segment Reporting Information [Line Items] | ||
Assets | $ 288,104 | $ 255,576 |
Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Assets | 237,697 | 148,111 |
Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Assets | 99,430 | 84,971 |
Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Assets | 96,393 | 94,884 |
Operating Segments | Machinio | ||
Segment Reporting Information [Line Items] | ||
Assets | 32,771 | 29,806 |
Corporate & Other, including elimination adjustments | ||
Segment Reporting Information [Line Items] | ||
Assets | $ (178,188) | $ (102,196) |
Segment Information - Schedul_3
Segment Information - Schedule of Revenues by Country (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 280,050 | $ 257,531 | $ 205,940 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 237,720 | 214,162 | 180,887 |
Rest of the world | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 42,330 | $ 43,369 | $ 25,053 |
Segment Information - Schedul_4
Segment Information - Schedule of Total Long-Lived Assets by Geographical Location (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 19,094 | $ 17,634 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 18,867 | 17,261 |
Rest of the world | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 227 | $ 373 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | $ 200 | ||
Balance at end of period | 0 | $ 200 | |
Deferred tax valuation allowance (deducted from net deferred tax assets) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 13,813 | 41,788 | $ 41,909 |
Charged (credited) to expense | (1,554) | (27,975) | (121) |
Reductions | 0 | 0 | 0 |
Balance at end of period | 12,259 | 13,813 | 41,788 |
Allowance for doubtful accounts (deducted from accounts receivable) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 490 | 389 | 291 |
Charged (credited) to expense | 136 | 297 | 200 |
Reductions | (177) | (196) | (102) |
Balance at end of period | 449 | 490 | 389 |
Provision for inventory allowance (deducted from inventory) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 174 | 300 | 331 |
Charged (credited) to expense | 96 | 174 | 328 |
Reductions | (174) | (300) | (359) |
Balance at end of period | $ 96 | $ 174 | $ 300 |
Uncategorized Items - lqdt-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |