Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 04, 2017 | Mar. 31, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | LIQUIDITY SERVICES INC | ||
Entity Central Index Key | 1,235,468 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 202,237,496 | ||
Entity Common Stock, Shares Outstanding | 31,889,679 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 94,348 | $ 134,513 |
Accounts receivable, net of allowance for doubtful accounts of $668 and $718 in 2017 and 2016, respectively | 11,598 | 10,355 |
Inventory | 20,736 | 27,610 |
Tax refund receivable | 357 | 1,205 |
Prepaid taxes | 2,109 | 2,166 |
Prepaid expenses and other current assets | 9,774 | 9,063 |
Total current assets | 138,922 | 184,912 |
Property and equipment, net | 16,793 | 14,376 |
Intangible assets, net | 427 | 2,650 |
Goodwill | 45,388 | 45,134 |
Net deferred long-term tax assets | 962 | 1,021 |
Other assets | 12,737 | 12,016 |
Total assets | 215,229 | 260,109 |
Current liabilities: | ||
Accounts payable | 13,099 | 9,732 |
Accrued expenses and other current liabilities | 30,193 | 45,133 |
Distributions payable | 3,081 | 1,722 |
Payables to sellers | 24,383 | 28,901 |
Total current liabilities | 70,756 | 85,488 |
Deferred taxes and other long-term liabilities | 11,837 | 12,010 |
Total liabilities | 82,593 | 97,498 |
Commitments and contingencies (Notes 7 and 15) | 0 | 0 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 31,503,349 shares issued and outstanding at September 30, 2017; 30,742,662 shares issued and outstanding at September 30, 2016 | 29 | 29 |
Additional paid-in capital | 227,264 | 220,192 |
Accumulated other comprehensive loss | (6,431) | (8,571) |
Retained earnings (accumulated deficit) | (88,226) | (49,039) |
Total stockholders' equity | 132,636 | 162,611 |
Total liabilities and stockholders' equity | $ 215,229 | $ 260,109 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 668 | $ 718 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 31,503,349 | 30,742,662 |
Common stock, shares outstanding | 31,503,349 | 30,742,662 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 188,570 | $ 233,828 | $ 315,668 |
Fee revenue | 81,445 | 82,626 | 81,457 |
Total revenue from operations | 270,015 | 316,454 | 397,125 |
Costs and expenses from operations: | |||
Cost of goods sold | 126,227 | 143,127 | 166,009 |
Seller distributions | 19,298 | 11,214 | 28,093 |
Technology and operations | 82,988 | 93,405 | 99,550 |
Sales and marketing | 35,211 | 37,570 | 41,465 |
General and administrative | 35,835 | 39,717 | 41,338 |
Depreciation and amortization | 5,796 | 6,502 | 9,235 |
Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets | 1,009 | 19,037 | 147,414 |
Business disposition loss | 0 | 0 | 7,963 |
Other operating expenses | 3,651 | 0 | 273 |
Total costs and expenses | 310,015 | 350,572 | 541,340 |
Loss from operations | (40,000) | (34,118) | (144,215) |
Interest (income) expense and other expense, net | (362) | (1,217) | 171 |
Loss before provision for income taxes | (39,638) | (32,901) | (144,386) |
(Benefit) provision for income taxes | (451) | 27,025 | (39,571) |
Net loss | $ (39,187) | $ (59,926) | $ (104,815) |
Basic and diluted loss per common share (USD per share) | $ (1.25) | $ (1.96) | $ (3.50) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (39,187) | $ (59,926) | $ (104,815) |
Other comprehensive (loss) income: | |||
Defined benefit pension plan—unrecognized amounts, net of taxes | 1,589 | (2,547) | 1,101 |
Foreign currency translation | 551 | (398) | (3,276) |
Other comprehensive income (loss), net of taxes | 2,140 | (2,945) | (2,175) |
Comprehensive loss | $ (37,047) | $ (62,871) | $ (106,990) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Treasury Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Loss) |
Balance (in shares) at Sep. 30, 2014 | 29,668,150 | |||||
Balance at Sep. 30, 2014 | $ 316,983 | $ 28 | $ 204,704 | $ (3,451) | $ 115,702 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Common stock repurchase (in shares) | 0 | 0 | ||||
Common stock repurchase | $ 0 | $ 0 | $ 0 | |||
Common stock retired (in shares) | 0 | 0 | ||||
Common stock retired | $ 0 | 0 | 0 | |||
Exercise of common stock options and restricted stock (in shares) | 358,073 | |||||
Exercise of common stock options and restricted stock | 106 | $ 1 | 105 | |||
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock | 5,903 | 5,903 | ||||
Net (loss) income | (104,815) | |||||
Defined benefit pension plan- unrecognized amounts, net of taxes | 1,101 | 1,101 | ||||
Foreign currency translation | (3,276) | (3,276) | ||||
Balance (in shares) at Sep. 30, 2015 | 30,026,223 | |||||
Balance at Sep. 30, 2015 | $ 216,002 | $ 29 | 210,712 | (5,626) | 10,887 | |
Increase (Decrease) in Stockholders' Equity | ||||||
Common stock repurchase (in shares) | 0 | |||||
Common stock repurchase | $ 0 | |||||
Exercise of common stock options and restricted stock (in shares) | 716,439 | |||||
Exercise of common stock options and restricted stock | 9 | $ 0 | 9 | |||
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock | 9,471 | 9,471 | ||||
Net (loss) income | (59,926) | |||||
Defined benefit pension plan- unrecognized amounts, net of taxes | (2,547) | (2,547) | ||||
Foreign currency translation | (398) | (398) | ||||
Balance (in shares) at Sep. 30, 2016 | 30,742,662 | |||||
Balance at Sep. 30, 2016 | $ 162,611 | $ 29 | 220,192 | (8,571) | (49,039) | |
Increase (Decrease) in Stockholders' Equity | ||||||
Common stock repurchase (in shares) | 0 | |||||
Common stock repurchase | $ 0 | |||||
Exercise of common stock options and restricted stock (in shares) | 760,687 | |||||
Exercise of common stock options and restricted stock | 93 | 93 | ||||
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock | 6,979 | 6,979 | ||||
Net (loss) income | (39,187) | |||||
Defined benefit pension plan- unrecognized amounts, net of taxes | 1,589 | |||||
Foreign currency translation | 551 | |||||
Balance (in shares) at Sep. 30, 2017 | 31,503,349 | |||||
Balance at Sep. 30, 2017 | $ 132,636 | $ 29 | $ 227,264 | $ (6,431) | $ (88,226) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | |||
Net loss | $ (39,187) | $ (59,926) | $ (104,815) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 5,796 | 6,502 | 9,235 |
Business disposition loss | 0 | 0 | 7,963 |
Gain on reversal of earnout liability | (954) | 0 | 0 |
Stock compensation expense | 7,377 | 12,247 | 12,405 |
Provision (benefit) for inventory allowance | 10,381 | 2,676 | (575) |
Provision for doubtful accounts | 357 | 247 | 1,109 |
Deferred tax (benefit) expense | (620) | 26,177 | (6,282) |
Impairment of goodwill and long-lived assets | 1,963 | 18,998 | 147,414 |
Change in fair value of financial instruments | (573) | 0 | 0 |
Incremental tax loss from exercise of common stock options and restricted stock | 1,198 | 229 | 38 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,611) | (4,408) | 12,651 |
Inventory | (3,507) | (4,776) | 43,101 |
Prepaid and deferred taxes | 730 | 27,057 | (38,545) |
Prepaid expenses and other assets | (1,024) | (160) | (1,499) |
Accounts payable | 3,192 | 232 | (4,534) |
Accrued expenses and other current liabilities | (14,882) | 17,151 | (18,895) |
Distributions payable | 1,359 | (790) | (2,228) |
Payables to sellers | (4,519) | (901) | (11,742) |
Other liabilities | 2,871 | 5,283 | (1,310) |
Net cash (used) provided by operating activities | (31,653) | 45,838 | 43,491 |
Investing activities | |||
Cash paid in divestiture | 0 | 0 | (2,372) |
Increase in intangibles | (119) | (62) | (137) |
Purchases of property and equipment, including capitalized software | (7,805) | (6,090) | (7,312) |
Net cash used in investing activities | (7,924) | (6,152) | (9,821) |
Financing activities | |||
Proceeds from exercise of common stock options (net of tax) | 92 | 9 | 106 |
Incremental tax loss from exercise of common stock options and restricted stock | (1,198) | (229) | (38) |
Net cash (used in) provided by financing activities | (1,106) | (220) | 68 |
Effect of exchange rate differences on cash and cash equivalents | 518 | (418) | (871) |
Net (decrease) increase in cash and cash equivalents | (40,165) | 39,048 | 32,867 |
Cash and cash equivalents at beginning of period | 134,513 | 95,465 | 62,598 |
Cash and cash equivalents at end of period | 94,348 | 134,513 | 95,465 |
Supplemental disclosure of cash flow information | |||
Cash received (paid) for income taxes | $ 793 | $ 33,966 | $ (5,678) |
Organization
Organization | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Liquidity Services (the “Company”) operates a network of leading ecommerce marketplaces that enable buyers and sellers to transact in an efficient, automated environment offering over 500 product categories. The Company’s marketplaces provide professional buyers access to a global, organized supply of new, surplus, and scrap assets presented with digital images and other relevant product information. Additionally, the Company enables its corporate and government sellers to enhance their financial return on offered assets by providing a liquid marketplace and value-added services that encompass the consultative management, valuation, and sale of surplus assets. The Company's broad range of services include program management, valuation, asset management, reconciliation, Return to Vendor ("RTV") and Returns Management Authorization ("RMA"), refurbishment and recycling, fulfillment, marketing and sales, warehousing and transportation, buyer support, and compliance and risk mitigation. The Company organizes the products on its marketplaces into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, fleet and transportation equipment and specialty equipment. The Company’s marketplaces are www.liquidation.com, www.govliquidation.com, www.govdeals.com, www.networkintl.com, www.secondipity.com, www.go-dove.com, www.unclesamsretailoutlet.com, www.irondirect.com, and www.auctiondeals.com. The Company has over 10,000 sellers, including Fortune 1000 and Global 500 organizations as well as federal, state, and local government agencies. As of September 30, 2017, the Company has three reportable segments, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), and GovDeals. See Note 16 in the Notes to the Consolidated Financial Statements for Segment Information. The Company's operations are subject to certain risks and uncertainties, many of which are associated with technology-oriented companies, including, but not limited to, the Company's dependence on use of the Internet, the effect of general business and economic trends, the Company's susceptibility to rapid technological change, actual and potential competition by entities with greater financial and other resources, and the potential for the U.S. Government agencies, or the commercial sellers from which the Company derives a significant portion of its inventory to change the way they conduct their disposition of surplus assets or to otherwise not renew their contracts with the Company. The Company has evaluated subsequent events through the date that these financial statements were issued and filed with the Securities and Exchange Commission. See Note 18 in the Notes to the Consolidated Financial Statements for the Subsequent Event disclosure. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current year's presentation. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price ( i.e. , working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management’s judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. Inventory Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or market. Cost is generally determined using the specific identification method. Charges for unsellable inventory, as well as for inventory written down to expected market price, are included in Cost of goods sold in the period in which they have been determined to occur. During fiscal 2017, the Company recorded a $3.1 million inventory reserve within its IronDirect operating segment, as the carrying value of this inventory was written down to its expected market value. As of September 30, 2017 , and 2016 , the Company's inventory reserve was approximately $4.6 million and $3.4 million , respectively. Prepaid expenses and other current assets Prepaid expenses and other current assets includes prepaid income tax, financial assets, the short-term portion of a promissory note, as well as other miscellaneous prepaid expenses. Financial assets are related to participation agreements for principal transactions in the Company's commercial business. Changes in the fair value of the Company's financial assets are recorded in Other operating expense. See Note 11 in the Notes to the Consolidated Financial Statements for further information. Other Assets On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (the ‘‘Buyer’’). In connection with the disposition, the Buyer assumed certain liabilities related to the Jacobs Trading business. The Buyer issued a $12.3 million 5 -year interest bearing promissory note to the Company. Of the $12.3 million , $1.0 million has been repaid as of September 30, 2017, and another $1.5 million was repaid in October 2017. Of the $11.3 million outstanding at September 30, 2017, $8.3 million was recorded in Other assets, and $3.0 million in Prepaid expenses and other current assets as of September 30, 2017 . Property and Equipment Property and equipment is recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Five years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated Intangible Assets Intangible assets primarily consist of contract acquisition costs, covenants not to compete, customer relationships and other intangible assets associated with acquisitions. Intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years. Impairment of Long-Lived Assets Long-lived assets, including definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. During the year ended September 30, 2017, the Company recorded a $1.2 million impairment of a contract intangible associated with its IronDirect business, and a $0.6 million impairment to leasehold improvements, also within its IronDirect business. No impairment was recorded during the fiscal year ended September 30, 2016 . Goodwill Goodwill is reviewed for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant buyer. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more than likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the implied fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded in the statement of operations. The annual goodwill impairment assessment was performed as of July 1, 2017, for fiscal year 2017 . Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists, and the sale price has been determined; • the buyer has assumed the risks and rewards of ownership; and • collection is reasonably assured. 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 net commissions and related fees as revenue (when the Company acts as an agent). In arrangements in which the Company is deemed to be the primary obligor, bears physical and general inventory risk, and credit risk, the Company recognizes as revenue the gross proceeds from the sale, including buyer's premiums. The Company has evaluated its revenue recognition policy related to sales under its purchase transaction model and determined it is appropriate to account for these sales on a gross basis. In the Company's evaluation, the Company relied most heavily upon its status as primary obligor in the sales relationship and the fact that the Company has general inventory risk. In arrangements in which the Company acts as an agent or broker on a consignment basis, without taking physical or general inventory risk, revenue is recognized based on the sales commissions that are paid to the Company by the sellers for utilizing the Company's services; in this situation, sales commissions represent a percentage of the gross proceeds from the sale that the seller pays to the Company upon completion of the transaction. Such revenue as well as other fee revenue is presented as Fee Revenue in the Consolidated Statements of Operations. The Company collects and remits sales taxes on merchandise that it purchases and sells, and reports such amounts under the net method in its Consolidated Statements of Operations. Cost of Goods Sold Cost of goods sold includes the costs of purchasing and transporting property for auction as well as credit card transaction fees. The Company purchases the majority of its inventory at a percentage of the vendor's original acquisition cost under the Surplus Contract and certain commercial contracts, at a percentage of the vendor's last retail price under certain commercial contracts, and at a fixed price per pound that varies depending on the type of the inventory purchased under the Scrap Contract. Title for the inventory passes to the Company at the time of purchase and the Company bears the risks and rewards of ownership. The Company does not have title to assets sold on behalf of its commercial or government sellers when it receives only sales commission revenue and, as such, recognizes no inventory and related cost of goods sold associated with those sales. Cost of goods sold also includes shipping and handling costs. Risk Associated with Certain Concentrations The Company does not perform credit evaluations for the majority of its buyers. However, substantially all sales are recorded subsequent to payment authorization being received. As a result, the Company is not subject to significant collection risk, as most goods are not shipped before payment is received. For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf. The funds are included in cash and cash equivalents in the consolidated financial statements. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. The amount of cash held on behalf of the sellers is recorded as Payables to sellers in the accompanying Consolidated Balance Sheets. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. The Company has two material vendor contracts with the Department of Defense (DoD) under which it acquires, manages and sells government property. Revenue from the sale of property acquired, as well as provision of services, under the current Surplus Contract accounted for 27.6% , 31.0% , and 24.7% , of the Company's consolidated revenue for the fiscal years ended September 30, 2017, 2016, and 2015, respectively. Revenue from the sale of property acquired under the Scrap contract accounted for approximately 11.1% , 10.2% and 15.3% of the Company's total revenue for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. Additionally, we have a vendor contract with Amazon.com, Inc. under which we acquire and sell commercial merchandise. The property we purchased under this contract represented approximately 21.8% , 12.1% , and 6.9% of cost of goods sold for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. This contract is included within our 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. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such determination, we consider all available positive and negative evidence to estimate whether future taxable income will be generated to permit use of the existing deferred tax asset. The resulting net tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. Accounting Standards Codification (ASC) 740 states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of technical merits. The Company records unrecognized tax benefits as a reduction to its deferred tax asset for its net operating loss carryforward. During fiscal year 2016, the Company reduced its net operating loss carryforward by $0.7 million for unrecognized tax benefits related to federal and state tax exposures. During fiscal year 2017, the Company reduced its net operating loss carryforward by $3.0 million for unrecognized tax benefits related to federal and state tax exposures. The Company’s policy is to recognize interest and penalties in the period in which they occur in the income tax provision. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions including, among others, Canada and the U.K. Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model. The fair value of restricted stock units is based on the closing price of the Company’s common stock on the date of grant. The determination of the fair value of the Company’s stock options and stock appreciation rights is based on a variety of factors including, but not limited to, the Company’s common stock price, expected stock price volatility over the expected life of units, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectation. The forfeiture estimate is revised as necessary if actual forfeitures differ from these estimates. The Company issues restricted stock units where restrictions lapse upon either the passage of time (service vesting conditions), achievement of performance targets (performance vesting conditions), or some combination thereof. For those restricted stock units with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For restricted stock units with both performance and service vesting conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. The Company excludes stock options and restricted stock units that contain performance vesting conditions from diluted earnings per share computations until the contingency is met as of the end of that reporting period. The Company presents the cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as a financing activity with a corresponding operating cash outflow in the Consolidated Statements of Cash Flows when it is considered probable that those tax benefits will be realized. Advertising Costs Advertising expenditures are expensed as incurred. Advertising costs charged to expense were $5.2 million , $6.0 million and $5.3 million for the years ended September 30, 2017, 2016 and 2015, respectively. Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, profit-sharing distributions payable, and payables to sellers reported in the Consolidated Balance Sheets approximate their fair values. The Company holds financial assets that are related to participation agreements for principal transactions in the Company's commercial business. Changes in the fair value of the Company's financial assets are recorded in Other operating expense. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is primarily the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in accumulated other comprehensive (loss) income, a separate component of stockholders' equity. Realized foreign currency transaction gains and losses for 2017, 2016 and 2015 are included in interest and other income (expense), net in the Consolidated Statements of Operations. Accumulated Other Comprehensive Income (loss) The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Translation Adjustments Net Change Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Income (Loss) Balance at September 30, 2014 (3,671 ) 220 (3,451 ) Current-period other comprehensive (loss) income (3,276 ) 1,101 (2,175 ) Balance at September 30, 2015 (6,947 ) 1,321 (5,626 ) Current-period other comprehensive loss (398 ) (2,547 ) (2,945 ) Balance at September 30, 2016 (7,345 ) (1,226 ) (8,571 ) Current-period other comprehensive income 551 1,589 2,140 Balance at September 30, 2017 (6,794 ) 363 (6,431 ) Earnings per Share The Company calculates net income (loss) per share in accordance with Financial Accounting Standards Board (FASB) Topic 260 Earnings Per Share (“ASC 260”). Under ASC 260, basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted stock units. Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options and unvested restricted stock units. The dilutive effect of unexercised stock options and unvested restricted stock units was determined using the treasury stock method. Under the treasury stock method, the proceeds received from the exercise of stock options, the amount of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded in additional paid-in capital when stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s common stock. Stock options and restricted stock units are not included in the computation of diluted net income (loss) per share when they are antidilutive. The Company has not included the following stock options in the calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable periods: (a) for the fiscal year ended September 30, 2017 1,023,072 options; (b) for the fiscal year ended September 30, 2016 1,284,689 options; and (c) for the fiscal year ended September 30, 2015 1,256,345 options. For the fiscal years ended September 30, 2017 , 2016 and 2015 , the basic and diluted weighted average common shares were the same because the inclusion of dilutive securities would have been anti-dilutive. Diluted net income attributable to common stockholders per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. See Note 10 in the Notes to the Consolidated Financial Statements for outstanding stock options and unvested restricted stock, all of which are anti-dilutive as of September 30, 2017 . The following summarizes the potential outstanding common stock of the Company as of the dates set forth below: September 30, 2017 2016 2015 (amounts in thousands except per share and share data) Weighted average shares calculation: Basic weighted average shares outstanding 31,402,921 30,638,163 29,987,985 Treasury stock effect of options and restricted stock — — — Diluted weighted average common shares outstanding 31,402,921 30,638,163 29,987,985 Net loss $ (39,187 ) $ (59,926 ) $ (104,815 ) Basic and diluted loss per common share $ (1.25 ) $ (1.96 ) $ (3.50 ) Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements—Going Concern , which requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern and to provide disclosures in certain circumstances. The new guidance was issued to reduce diversity in the timing and content of footnote disclosures. This guidance is effective for fiscal years, and interim reporting periods ending after December 15, 2016. The Company's adoption of this new standard for the year ended September 30, 2017, had no impact on the Company’s consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718). The new standard will change certain aspects of accounting for share-based payments to employees. Under the new standard, the Company will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, the Company will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement when the awards vest or are settled. The APIC pools will be eliminated. For interim reporting purposes, the Company will account for excess tax benefits and tax deficiencies as discrete items in the period in which they occur. The new standard will also allow the Company to repurchase more of an employee’s shares than it can today for income tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The new guidance will require the Company to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. This guidance will become effective for the Company beginning on October 1, 2017. The Company does not expect the adoption of this standard to have a material effect upon its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance will become effective for the Company beginning on October 1, 2018. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of this standard to have a material effect upon its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes most existing revenue recognition guidance under GAAP. The new standard will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. The guidance may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. During fiscal year ended September 30, 2017, the Company initiated a formal project to assess the new standard, which is being completed in phases: the assessment phase followed by the implementation phase. The Company has substantially completed the assessment phase of its project. The assessment phase consisted of reviewing a representative sample of contracts, discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The implementation team has apprised both management and the audit committee of project status on a recurring basis. The Company is continuing to evaluate the accounting impacts, and have identified some areas of the accounting guidance which will require more detailed analysis, including the principal-agent guidance, the transfer of control guidance, and the guidance on when certain services that we provide would be considered separate performance obligations. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this could change as the Company finalizes the implementation of the new standard. The Company does not yet know and cannot reasonably estimate the quantitative impact on the consolidated financial statements. This guidance will become effective for the Company beginning October 1, 2018, which is when the Company intends to adopt. The Company intends to adopt the new standard on a modified retrospective basis. This determination is subject to change based on finalization of our implementation work. In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-5, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): C ustomer's Accounting for Fees Paid in a Cloud Computing Arrangement . ASU 2015-5 provides guidance regarding whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the software license element of the arrangement must be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement must be accounted for as a service contract. ASU 2015-5 does not change the accounting for service contracts. ASU 2015-5 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this standard beginning in fiscal year 2017, and it had no impact on the financial statements. In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-2, Leases . ASU 2016-2 will change the way the Company recognizes its leased assets. ASU 2016-2 will require organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-2 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The standard will be effective for the Company beginning on October 1, 2019. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) . Under ASU 2017-04 the entity should perform its annual or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company beginning on October 1, 2020. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of the benefits in the income statement. Under this standard, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. This guidance will become effective for the Company beginning on October 1, 2018. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. |
Significant Contracts
Significant Contracts | 12 Months Ended |
Sep. 30, 2017 | |
Contractors [Abstract] | |
Significant Contracts | Significant Contracts DLA Disposition Services The Company has two material vendor contracts with the DoD, the Surplus Contract and the Scrap Contract. Under the Surplus Contract the Company is the remarketer of all DoD non-rolling stock surplus turned into the DLA available for sale within the United States, Puerto Rico, and Guam. The Surplus Contract requires the Company to purchase all usable surplus property offered to the Company by the DoD at a fixed percentage of the DoD's OAV. This fixed percentage is 4.35% ; prior to the date the current Surplus Contract became effective, this fixed percentage was 1.8% . The Company retains 100% of the profits from the resale of the property and bears all of the costs for the merchandising and sale of the property. Included in accrued expenses and other current liabilities in the Consolidated Balance Sheet is a liability to the DoD for the inventory that has not been paid for in the amount of $6.2 million and $16.1 million as of September 30, 2017 and 2016 , respectively. The Surplus Contract permits either party to terminate the contract for convenience. The initial two -year base period ended in December 2016. On December 6, 2016, the DLA notified the Company that it was exercising the first 1 -year extension option. The Surplus contract now extends through December 14, 2017. There are three remaining one -year options to extend the Surplus contract, exercisable by the DLA. See note 18 (Subsequent Event) in the Notes to the Consolidated Financial Statements for information about the bidding on the DLA’s Request for Technical Proposal, which was issued subsequent to September 30, 2017. The Company currently earns fees for services provided under the Surplus contract. Service fees may vary month-to-month based on services rendered, agreed pricing and volume of goods. Pricing declines negatively affected revenue under the Surplus contract beginning in the quarter ended June 30, 2017, and the Company anticipates service fee revenue will continue to decline over several quarters due to anticipated additional pricing declines. Revenue under the Surplus contract was negatively affected for the twelve months ended September 30, 2017, as a result of an approximate $2.0 million decrease in service revenue due to lower pricing compared to the pricing in effect through the quarter ended March 31, 2017. Revenue from the current Surplus Contract accounted for 27.6% , 31.0% and 24.7% of the Company's consolidated revenue for the fiscal years ended September 30, 2017, 2016, and 2015, respectively. This contract is included within the CAG segment. Under the Scrap Contract, the Company is the remarketer of all DoD non-electronic scrap turned into the DLA available for sale within the United States, Puerto Rico, and Guam. The Scrap contract was awarded to the Company in April 2016. The Scrap contract has a 36 -month base term, and commenced in the first quarter of fiscal year 2017, with two 12 -month extension options exercisable by the DLA. The base period of the Scrap Contract will expire on September 30, 2019. The Company pays a revenue-sharing payment to the DLA under this contract equal to 64.5% of the gross resale proceeds of the scrap property, and the Company bears all of the costs for the sorting, merchandising and sale of the property. The contract contains a provision permitting the DLA to terminate the contract for convenience upon written notice to the Company. The original Scrap contract was structured as a profit-sharing arrangement, whereby the profit sharing percentage to the DLA was 65.0% . As a result of moving from a profit-sharing arrangement to a revenue-sharing arrangement, the Company re-named the balance sheet line item from Profit-sharing distributions payable to Distributions payable during the first quarter of fiscal year 2017. Revenue from the Scrap contract accounted for approximately 11.1% , 10.2% and 15.3% of the Company's consolidated revenue for the fiscal years ended September 30, 2017 , 2016 and 2015 , respectively. This contract is included within the CAG segment. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 (in thousands) Computers and purchased software $ 23,724 $ 24,584 Internally developed software for internal-use 7,100 — Office/Operational equipment 6,845 6,700 Leasehold improvements 4,167 5,139 Building 2,558 2,257 Furniture and fixtures 1,247 1,356 Vehicles 1,048 981 Land 754 754 Construction in progress 944 3,926 Total property and equipment 48,387 45,697 Less: Accumulated depreciation and amortization (31,594 ) (31,321 ) Total property and equipment, net $ 16,793 $ 14,376 Depreciation and amortization expense related to property and equipment for the years ended September 30, 2017, 2016 and 2015, was $4.8 million , $5.1 million and $6.1 million , respectively. During the year ended September 30, 2017 , the Company transferred $3.9 million from Construction in progress to internally developed software for internal-use, and capitalized an additional $3.2 million in cost associated with internally developed software for internal-use. Amortization of internally developed software for internal-use was $0.4 million for the year ended September 30, 2017 . During the year ended September 30, 2017 , the Company recorded $0.6 million in fixed asset impairment charges associated with leasehold improvements in its IronDirect business. The Company did not record fixed asset impairment charges in fiscal 2016. These impairment charges are recorded in the Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets line item in the Consolidated Statements of Operations and reported under the Corporate & other segment. |
Goodwill
Goodwill | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The annual goodwill impairment assessment was performed as of July 1, 2017, for fiscal year 2017 . The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. A reporting unit represents a component of an operating segment that (a) constitutes a business, (b) has discrete financial information, and (c) its performance is reviewed by management. At fiscal year-end 2015, the Company had two reporting units—LSI-Retail Supply Chain Group (RSCG) and LSI-Capital Assets Group (CAG). During fiscal year 2016 , in light of new business ventures and management restructuring, the Company concluded that it had five reporting units—RSCG, CAG, GovDeals, Truckcenter, and IronDirect. During fiscal year 2017, the Company decided to exit certain Truckcenter operations in order to focus its time and resources on its ecommerce marketplace strategy. As a result, as of September 30, 2017, the Company had four reporting units-RSCG, CAG, GovDeals and IronDirect. As of December 31, 2014, the Company identified indicators of impairment and as a result performed an impairment test and concluded as part of the step one test that the carrying values of both of the Company’s two reporting units exceeded their estimated fair values. The Company performed the step one test using the discounted cash flow method. As a result of the step two test, the Company recorded an impairment charge of $85.1 million during the first quarter of fiscal year 2015. As of September 30, 2015, as part of the Company’s annual impairment test, the Company identified indicators of impairment and as a result performed an impairment test and concluded as part of the step one test that the carrying values of both of the Company’s two reporting units exceeded their estimated fair values. As a result of the step two test, the Company recorded an impairment charge of $51.2 million during the fourth quarter of fiscal year 2015. Goodwill impairment losses for fiscal 2015 totaled $136.2 million and were the result of the termination of the Wal-Mart Agreement, cessation of operations of NESA, and decline in market capitalization. As part of the Company's fiscal year 2016 annual impairment assessment, the Company identified indicators of impairment and as a result performed step one of the goodwill impairment test. The Company performed the step one test using a discounted cash flow method. The Company concluded that the carrying value exceeded fair value for one of the Company's reporting units that had goodwill. Accordingly, the Company performed the step two test to derive the fair value of the goodwill, and as a result the Company recorded a $19.0 million impairment charge to its RSCG reporting unit during the fourth quarter of fiscal year 2016. The goodwill impairment was due to updated assumptions used in the fair value calculation. As part of the Company's fiscal year 2017 annual impairment assessment, the Company believed that certain events triggered moving to a step one evaluation of goodwill to identify potential impairment. After performing the step one test, the Company concluded the remaining reporting units with goodwill had fair values as of July 1, 2017, that substantially exceeded their respective book values. The following summarizes the goodwill activity for the Company's reportable segments that have goodwill during the periods indicated: Goodwill (in thousands) RSCG CAG GovDeals Total Balance at September 30, 2014 $ 78,458 $ 131,198 $ — $ 209,656 Impairment charge (52,716 ) (83,532 ) — (136,248 ) Business disposition (6,733 ) — (6,733 ) Translation adjustments (405 ) (2,197 ) — (2,602 ) Balance at September 30, 2015 $ 18,604 $ 45,469 $ — $ 64,073 Reallocation of goodwill — (23,731 ) 23,731 — Impairment charge (18,998 ) — — (18,998 ) Translation adjustments 394 (335 ) — 59 Balance at September 30, 2016 — 21,403 23,731 45,134 Impairment charge — — — — Translation adjustments — 254 — 254 Balance at September 30, 2017 $ — $ 21,657 $ 23,731 $ 45,388 Accumulated goodwill impairment losses as of September 30, 2014 were $13.4 million . |
Intangible Assets
Intangible Assets | 12 Months Ended |
Sep. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets Balance as of September 30, 2017 Balance as of September 30, 2016 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Contract intangibles 10 $ — $ — $ — $ 1,500 $ (150 ) $ 1,350 Brand and technology 3 - 5 — — — 5,749 (5,018 ) 731 Covenants not to compete 3 - 5 — — — 700 (533 ) 167 Patent and trademarks 3 - 10 943 (516 ) 427 820 (418 ) 402 Total intangible assets, net $ 943 $ (516 ) $ 427 $ 8,769 $ (6,119 ) $ 2,650 Future expected amortization of intangible assets at September 30, 2017 , is as follows: Year Ending September 30, Amortization (in thousands) 2018 $ 76 2019 69 2020 70 2021 58 2022 and after 154 Total $ 427 Amortization expense related to intangible assets for the years ended September 30, 2017 , 2016 and 2015 was $1.0 million , $1.4 million , and $3.1 million , respectively. During fiscal year 2017, the Company recorded a $1.2 million impairment of a contract intangible associated with customer relationships in its IronDirect business, and reduced the remaining unamortized value of this intangible asset to zero during the fiscal year ended September 30, 2017 . The Company also concluded that the covenant not to compete intangible asset received in connection with the acquisition of the TruckCenter business, was impaired due to the exit of the TruckCenter land-based, live auction and retail business. The Company recorded a $0.1 million charge, and reduced the remaining unamortized value of this intangible asset to zero during the fiscal year ended September 30, 2017 . These impairment charges are recorded in the Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets line item in the Consolidated Statements of Operations and reported under the Corporate & other segment. |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2017 | |
Leases, Operating [Abstract] | |
Commitments | Commitments Leases The Company leases certain office space and equipment under non-cancelable operating lease agreements, which expire at various dates through 2022. Certain of the leases contain escalation clauses and provide for the pass-through of increases in operating expenses and real estate taxes. Rent related to leases that have escalation clauses is recognized on a straight-line basis. Resulting deferred rent charges are included in other long-term liabilities and were $0.6 million and $1.0 million , at September 30, 2017 and 2016 , respectively. Future minimum payments under the leases as of September 30, 2017 , are as follows: Year Ending September 30, Operating (in thousands) 2018 $ 9,432 2019 8,696 2020 4,903 2021 2,806 2022 1,001 2023 305 Total future minimum lease payments $ 27,143 On June 16, 2017 the Company entered into a sub-lease agreement for 18,412 square feet of office space at 6931 Arlington Road, Bethesda, Maryland. The sub-lease commenced September 29, 2017, and will expire April 30, 2023. On the sub-lease commencement date, the Company relocated its headquarters previously located at 1920 L Street NW, Washington DC, to the new Bethesda location. The Company ceased using the L Street location as of September 30, 2017, and recognized a $2.0 million cease-use charge in its consolidated statements of operations at September 30, 2017 , within the Other operating expenses line item. Rent expense for the years ended September 30, 2017 , 2016 and 2015 , was $10.8 million , $11.5 million , and $12.5 million , respectively. The fiscal 2017 rent expense amount does not include the $2.0 million cease-use charge pertaining to the L Street location. |
401(k) Benefit Plan
401(k) Benefit Plan | 12 Months Ended |
Sep. 30, 2017 | |
Defined Contribution Plan [Abstract] | |
401(k) Benefit Plan | 401(k) Benefit Plan The Company has a retirement plan (the Plan), which is intended to be a qualified plan under Section 401(k) of the Internal Revenue Code. The Plan is a defined contribution plan available to all eligible employees and allows participants to contribute up to the legal maximum of their eligible compensation, not to exceed the maximum tax-deferred amount allowed by the Internal Revenue Service. The Plan also allows the Company to make discretionary matching contributions. For the years ended September 30, 2017 , 2016 and 2015 , the Company contributed and recorded expense of approximately $2.1 million , $1.7 million and $2.4 million , respectively, to the Plan. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 2015 Current tax provision (benefit): U.S. Federal $ (234 ) $ — $ (32,116 ) State 613 672 (1,375 ) Foreign (210 ) 176 203 169 848 (33,288 ) Deferred tax (benefit) expense: U.S. Federal (592 ) 25,338 326 State (86 ) 3,890 (4,422 ) Foreign 58 (3,051 ) (2,187 ) (620 ) 26,177 (6,283 ) Total (benefit) provision $ (451 ) $ 27,025 $ (39,571 ) 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, 2017 2016 Deferred tax assets: Net operating losses—Foreign $ 9,171 $ 8,964 Net operating losses—U.S. 31,133 17,086 Accrued vacation and bonus 859 1,305 Inventory capitalization 1,315 1,906 Inventory reserves 1,903 1,311 Allowance for doubtful accounts 98 120 Stock compensation expense 6,689 8,105 Amortization of intangibles 2,753 2,286 Amortization of goodwill — 1,021 Pension liability — 133 Restructuring costs 913 — Other 3,134 3,699 Total deferred tax assets before valuation allowance 57,968 45,936 Less: valuation allowance (54,379 ) (44,257 ) Net deferred tax assets 3,589 1,679 Deferred tax liabilities: Amortization of goodwill 9,000 9,444 Depreciation 185 658 Capitalized costs 3,032 — Pension liability 372 — Total deferred tax liabilities $ 12,589 $ 10,102 Net deferred taxes $ (9,000 ) $ (8,423 ) The reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations is as follows: Year Ended September 30, 2017 2016 2015 U.S. statutory rate 35.0 % 35.0 % 35.0 % Permanent items (0.9 )% (4.2 )% (6.3 )% State taxes 1.2 % 1.9 % 2.6 % Net foreign rate differential (2.8 )% (3.8 )% (3.0 )% Unrecognized tax benefits 3.5 % (2.2 )% — % Change in valuation allowance (34.8 )% (108.8 )% (0.9 )% Other (0.06 )% — % — % Provision for income taxes 1.1 % (82.1 )% 27.4 % At September 30, 2017 and 2016 , the Company had federal and state deferred tax assets of $45.4 million and $35.8 million , respectively, related to available federal and state net operating loss (NOL) carryforwards and other U.S. deductible temporary differences. The NOL carryforwards expire beginning in 2035 through 2037. At September 30, 2017 and 2016 , the Company had deferred tax assets related to available foreign NOL carryforwards of approximately $9.2 million and $9.0 million respectively. All but approximately $0.5 million of our foreign NOLs maintain an indefinite carry forward life. The NOLs with limited carryforward periods will expire beginning in 2018 through 2037. The Company assesses available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended September 30, 2017 . Such objective evidence limits the ability to consider other evidence such as our projections for future growth. On the basis of this evaluation, the Company recorded a valuation change of $10.1 million to bring the total valuation allowance to $54.4 million at September 30, 2017 . The Company has not recorded a provision for deferred U.S. tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of such undistributed foreign earnings was approximately $8.0 million as of September 30, 2017 . As of September 30, 2017 , and 2016 , approximately $14.9 million and $21.5 million , respectively, of cash and cash equivalents was held overseas and not available to fund domestic operations without incurring taxes upon repatriation. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended September 30, (In thousands) 2017 2016 2015 Beginning balance at October 1 $ 725 — — Additions based on positions related to the current year — — — Additions for tax positions of prior years 1,426 725 — Reductions for tax positions of prior years (229 ) — — Settlements (1,922 ) — — Balance at September 30 $ — 725 — The Company applies the authoritative guidance related to uncertainty in income taxes. ASC 740 states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. During fiscal year 2017, we reduced our deferred tax asset and valuation allowance for our net operating loss carryforward by $1.2 million for unrecognized tax benefits related to federal and state exposures. We recorded a net tax benefit of $1.4 million comprised of a $1.2 million recovery of tax deductions related to equity compensation previously recorded to equity and a $0.2 million recovery of prior year taxes. The Company has agreed to settle all previously unrecognized tax benefits with the IRS and anticipates no additional adjustments for fiscal years 2013 through 2015. The Company's policy is to recognize interest and penalties in the period in which they occur in the income tax provision. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions, primarily Canada and the U.K. Currently, the Company is subject to income tax examinations for fiscal years 2012 through 2015. The Company anticipates no material tax liability to arise from these examinations. The statute of limitations for years prior to fiscal year 2013 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal year 2013 may be adjusted upon examination by tax authorities if they are utilized. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity Transactions | Equity Transactions 2006 Omnibus Long-Term Incentive Plan In conjunction with the Company's initial public offering, the board of directors and the Company's stockholders approved the 2006 Omnibus Long-Term Incentive Plan, or the 2006 Plan, on December 2, 2005. The 2005 Stock Option and Incentive Plan was terminated when the 2006 Plan became effective, immediately after the closing of the initial public offering. A portion of the options and restricted shares granted to employees vest based on certain performance conditions being satisfied by the Company. Performance-based stock options are tied to the Company's annual performance against pre-established internal targets and the actual payout under these awards may vary from zero to 100% of an employee's target payout, based upon the Company's actual performance during the previous twelve months. The performance-based stock options are also subject to vesting requirements and generally vest when the performance condition has been satisfied. The fair value for stock options granted during the period was estimated at the grant date using the Black-Scholes option pricing model, as described in Note 2, and the fair value of restricted shares granted is based on the closing price of the shares on the grant date. Compensation cost is recognized when the performance condition has been satisfied or when it becomes probable that the performance condition will be satisfied. Under the 2006 Plan, as amended, 10,000,000 shares of common stock were available for issuance. At September 30, 2014, there were 772,227 shares remaining reserved for issuance in connection with awards under the 2006 Plan. In February 2015, at the Company's annual meeting of stockholders, the stockholders approved an amendment to the 2006 Plan which increased the shares available for issuance under the 2006 Plan by 3,000,000 shares and established a fungible share pool so that awards other than options or stock appreciation rights granted after January 9, 2015, would be counted as 1.5 shares from the shares reserved for issuance under the 2006 Plan. On February 23, 2017, at the Company's annual meeting of stockholders, the stockholders approved amendments to the 2006 Plan to increase the number of shares available for issuance under the 2006 Plan by 3,300,000 , bringing the total number of shares issuable under the 2006 Plan since it was adopted to 16,300,000 shares. At September 30, 2017 , there were 3,269,071 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During fiscal year 2016, the Company issued 1,062,668 cash-settled stock appreciation rights at a price of $4.57 , and 153,338 cash-settled stock appreciation rights were forfeited. During fiscal year 2017, the Company issued 218,550 cash-settled stock appreciation rights at a price of $10.30 , and 234,313 cash-settled stock appreciation rights were forfeited. Stock appreciation rights are recorded as liability awards. The maximum number of shares subject to options or stock appreciation rights that can be awarded under the 2006 Plan to any person is 1,000,000 per year. The maximum number of shares that can be awarded under the 2006 Plan to any person, other than pursuant to an option or stock appreciation right, is 700,000 per year. The Company issues stock appreciation rights where restrictions lapse upon either the passage of time (service vesting), achievement of performance targets, or some combination of these conditions. For those stock appreciation rights with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. The stock appreciation rights that include only service conditions generally vest over a period of one to four years conditioned on continued employment for the incentive period. For the years ended September 30, 2017 , 2016 and 2015, the Company recorded stock-based compensation of $7.4 million , $12.3 million and $12.4 million , respectively. The total costs related to unvested awards with service vesting conditions, not yet recognized, as of September 30, 2017 was $8.8 million , which will be recognized over the weighted average vesting period of 56.00 months. The total costs related to unvested awards with performance vesting conditions, not yet recognized, as of September 30, 2017 was $4.8 million . The 2006 Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options ("non-qualified stock options"). The exercise price of each stock option may not be less than 100% of the fair market value of the common stock on the date of grant. However, if a grant recipient, who holds at least 10% of the common stock of the Company, receives an incentive stock option, the exercise price of such incentive stock option may not be less than 110% of the fair market value of the common stock on the date of grant. The term of each stock option is fixed by the compensation committee and may not exceed 10 years from the date of grant. The compensation committee may also award under the 2006 Plan: • restricted stock, which are shares of common stock subject to restrictions; • restricted stock units, which are common stock units subject to restrictions; • dividend equivalent rights, which are rights entitling the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock; • stock appreciation rights, which are rights to receive a number of shares or, in the discretion of the compensation committee and subject to applicable law, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee; • unrestricted stock, which are shares of common stock granted without restrictions as a bonus; and • performance and annual incentive awards, ultimately payable in common stock or cash, as determined by the compensation committee (the compensation committee may grant multi-year and annual incentive awards subject to achievement of specified goals tied to business criteria set forth in the 2006 Plan). Share Repurchase Program The Company is authorized to repurchase issued and outstanding shares of its 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 the Company's available cash. The Company's Board of Directors reviews the share repurchase program periodically, the last such review having occurred in May 2016. The Company did not repurchase shares under this program during the twelve months ended September 30, 2017 . As of September 30, 2017 , the Company may repurchase an additional $10.1 million shares under this program. A summary of the Company's share repurchase activity from fiscal year 2014 to the year ended September 30, 2017 is as follows: Fiscal Year Period Total Number Average Price Total Cash Approximate Dollar 2014 2,962,978 16 44,873,000 5,127,000 2015 — — — 5,127,000 2016 — — — 10,127,000 2017 — — — $ 10,127,000 _______________________________________________________________________________ (1) On February 5, 2014, the Company's Board of Directors approved an additional $19.0 million for the share repurchase program. On May 5, 2016, the Company's Board of Directors approved the repurchase of an additional $5.0 million in shares raising the current amount approved for repurchase, that may yet be expended up to $10.1 million . Stock Option Activity A summary of the Company's stock option activity for the years ended September 30, 2017 , 2016 , and 2015 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2014 1,465,907 $ 19.50 Options granted 310,177 9.92 Options exercised (14,869 ) 7.09 Options canceled (288,572 ) 20.26 Options outstanding at September 30, 2015 1,472,643 17.46 Options granted 583,228 6.68 Options exercised (1,251 ) 7.48 Options canceled (346,133 ) 16.99 Options outstanding at September 30, 2016 1,708,487 13.91 Options granted 232,845 9.18 Options exercised (12,421 ) 7.41 Options canceled (223,938 ) 13.00 Options outstanding at September 30, 2017 1,704,973 13.43 Options exercisable at September 30, 2017 1,270,781 14.99 The following table summarizes information about options outstanding at September 30, 2017 : Options Outstanding Range of Exercise Price Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $6.96 366,151 8.30 $ 6.42 $6.97 - $9.09 289,049 6.19 7.83 $9.10 - $10.82 359,597 6.92 9.78 $10.83 - $19.27 330,321 1.85 13.04 $19.28 - $46.72 359,855 5.55 29.06 The following table summarizes information about options exercisable at September 30, 2017 : Options Exercisable Range of Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $6.96 282,064 8.30 $ 6.36 $6.97 - $9.09 138,533 3.43 7.81 $9.10 - $10.82 182,613 6.30 9.99 $10.83 - $19.27 322,201 1.70 13.08 $19.28 - $46.72 345,370 5.52 29.35 The following table summarizes information about assumptions used in valuing options granted: Year ended September 30 2017 2016 2015 Dividend yield — — — Expected volatility 54.22% - 54.93% 51.5% - 58.6% 71.9% - 77.9% Risk-free interest rate 1.65% - 2.17% 0.5% - 1.5% 0.26% - 1.4% Expected forfeiture rate 21.4 % 23.5 % 22.2% - 22.8% The intrinsic value of outstanding and exercisable options at September 30, 2017 was approximately $494 and $494 , respectively, based on a stock price of $5.90 on September 30, 2017 . The weighted average grant date fair value of options granted during 2017, 2016, and 2015 was $3.58 , $2.07 , and $4.89 , respectively. The intrinsic value of options exercised at September 30, 2017 , 2016 , and 2015 was approximately $24,032 , $3,128 and $4,000 , respectively. Approximately 0.2 million unvested service-based stock options are expected to vest. Restricted Share Activity A summary of the Company's restricted share activity for the years ended September 30, 2017 , 2016 , and 2015 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2014 1,897,827 $ 24.96 Restricted shares granted 1,298,604 10.04 Restricted shares vested (343,204 ) 27.50 Restricted shares canceled (486,040 ) 26.54 Unvested restricted shares at September 30, 2015 2,367,187 16.08 Restricted shares granted 1,504,655 5.54 Restricted shares vested (715,188 ) 16.09 Restricted shares canceled (495,409 ) 20.25 Unvested restricted shares at September 30, 2016 2,661,245 9.34 Restricted shares granted 849,352 8.78 Restricted shares vested (748,266 ) 11.04 Restricted shares canceled (571,900 ) 9.81 Unvested restricted shares at September 30, 2017 2,190,431 8.42 The intrinsic value and weighted average remaining contractual life in years of unvested restricted shares at September 30, 2017 , is approximately $12.9 million and 8.37 , respectively, based on a stock price of $5.90 on September 30, 2017 . Approximately 1.2 million unvested service-based restricted stock shares are expected to vest. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 11. Fair Value Measurement The Company measures and records in the accompanying consolidated financial statements certain liabilities at fair value on a recurring basis. Authoritative guidance issued by the FASB establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 Quoted market prices in active markets for identical assets or liabilities; Level 2 Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. As of September 30, 2017 , and 2016 , the Company had no Level 1 or Level 2 assets or liabilities measured at fair value. As of September 30, 2017 , and September 30, 2016 , the Company had financial assets that are measured at fair value and are classified as Level 3 assets within the fair value hierarchy. The Company records the financial assets using the fair value option under ASC 825, Financial Instruments . These financial assets represent the value of rights the Company holds from its participation in certain principal transactions in the Company's commercial business, where a third-party partner owns the underlying assets to be sold, and the Company has contributed funds to the partner towards purchasing those underlying assets. These assets are included in prepaid expenses and other current assets in the Consolidated Balance Sheets. The changes in financial assets measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2017 , are as follows ($ in thousands): Level 3 Assets Balance at September 30, 2016 $ 2,200 Acquisition of financial assets 2,662 Settlements (4,944 ) Change in fair value of financial assets 573 Balance at September 30, 2017 $ 491 During the year ended September 30, 2017 , the Company recognized a gain of approximately $0.6 million on its financial assets. When valuing its Level 3 assets, the Company considers asset condition, economic and/or market events, and other pertinent information that would impact its estimate of the expected generated proceeds. The valuation procedures are primarily based on management's projection of the value of the assets securing the financial investment. Management’s estimation of the fair value of these assets is based on the best information available in the circumstances and may incorporate management's own assumptions regarding market demand for these assets. Such assumptions involve management's judgment, taking into consideration a combination of internal and external factors. Changes in fair value of the Company's Level 3 assets are recorded in Other operating expense in the Consolidated Statements of Operations. The Company’s financial assets not measured at fair value are cash and cash equivalents (which includes cash and commercial paper with original maturities of less than 90 days). The Company believes the carrying value of these instruments approximates fair value due to their short-term maturities |
Defined Benefit Pension Plan
Defined Benefit Pension Plan | 12 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
Defined Benefit Pension Plan | Defined Benefit Pension Plan Certain employees of Liquidity Services UK Limited ("GoIndustry"), which the Company acquired in July 2012, are covered by the Henry Butcher Pension Fund and Life Assurance Scheme (the "Scheme"), a qualified defined benefit pension plan. The Company recognizes the funded status of its postretirement benefit plans, with a corresponding noncash adjustment to accumulated other comprehensive loss, net of tax, in stockholders' equity. The funded status is measured as the difference between the fair value of the plan's assets and the benefit obligation of the plan. The net periodic benefit cost recognized for the years ended September 30, 2017 , 2016 and 2015 , included the following components: Qualified Defined Benefit Pension Plan Year Ended September 30, 2017 2016 2015 (in thousands) Interest cost $ 582 $ 814 $ 964 Expected return on plan assets (826 ) (1,066 ) (1,186 ) Total net periodic benefit $ (244 ) $ (252 ) $ (222 ) 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, 2017 and September 30, 2016 : Qualified Defined Benefit Pension Plan Year Ended September 30, 2017 2016 (in thousands) Change in benefit obligation Beginning balance $ 26,321 $ 24,069 Interest cost 582 814 Benefits paid (718 ) (1,246 ) Actuarial loss/(gain) (1,861 ) 5,999 Foreign currency exchange rate changes 761 (3,315 ) Ending balance $ 25,085 $ 26,321 Qualified Defined Benefit Pension Plan Year Ended September 30, 2017 2016 (in thousands) Change in plan assets Beginning balance at fair value $ 25,767 $ 24,537 Actual return on plan assets 569 4,831 Benefits paid (718 ) (1,246 ) Employer's contributions 552 1,482 Foreign currency exchange rate changes 773 (3,837 ) Ending balance at fair value $ 26,943 $ 25,767 Overfunded (underfunded) status of the plan $ 1,859 $ (554 ) The accrued pension asset of $1.9 million is recorded in Other long-term assets in the Consolidated Balance Sheet. Because the plan is closed to new participants, the accumulated benefit obligation is equal to the projected benefit obligation, and totals $25.1 million and $26.3 million at September 30, 2017 and September 30, 2016 , respectively. The amount recognized in other comprehensive loss related to the Company's qualified defined benefit pension plan, net of tax, for the year ended September 30, 2017 and September 30, 2016 , is shown in the following table: Qualified Defined Benefit Pension Plan Year Ended September 30, 2017 2016 (in thousands) Accumulated Other Comprehensive Loss (Income) Accumulated Other Comprehensive Loss (Income) at beginning of year $ 1,226 $ (1,321 ) Net actuarial (gains)/losses (1,589 ) 2,547 Foreign currency exchange rate changes 240 — Accumulated Other Comprehensive (Income) loss at end of year $ (123 ) $ 1,226 Estimated amounts to be amortized from accumulated other comprehensive (income) loss into net periodic benefit cost during 2017 based on September 30, 2017 plan measurements are $0 . Amortization of a net gain or loss included in accumulated other comprehensive income shall be included as a component of net pension cost for a year if, as of the beginning of the year, that net gain or loss exceeds 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets. The plan complies with the funding provisions of the UK Pensions Act 2004 and the Occupational Pension Schemes Regulations Act 2005. The Company does not plan to make contributions to the plan in the near future. Actuarial Assumptions The actuarial assumptions used to determine the benefit obligations at September 30, 2017 and September 30, 2016 , and to determine the net periodic (benefit) cost for the year were as follows: Qualified Defined Benefit Pension Plan 2017 2016 Discount rate 2.70 % 2.30 % Expected return on plan assets 3.80 % 3.20 % Increases to non-GMP pensions in payment accrued pre 4/6/97 — % — % Increases to non-GMP pensions in payment accrued post 4/6/97 2.10 % 2.00 % Rate of increases to deferred CPI linked benefits 2.10 % 2.00 % Rate of increases to deferred RPI linked benefits 3.20 % 3.10 % Mortality— 100% for males and 105% for females of S2PxA "light" tables, projected in line with the 2016 Continuous Mortality Investigation projection model and a 1.5% per annum long-term rate of improvement. Estimated Future Benefit Payments The Company's pension plan expects to make the following benefit payments to participants over the next 10 years: Pension Benefits (in thousands) Year ending September 30, 2018 $ 751 2019 767 2020 791 2021 687 2022 749 2023 through 2027 4,362 Total $ 8,107 Fair Value Measurements The investment policy and strategy of the plan assets, as established by the Trustees of the plan, strive to maximize the likelihood of achieving primary objectives of the investment policy established for the plan. The primary objectives are: 1. Funding—to ensure that the Plan is fully funded using assumptions that contain a modest margin for prudence. Where an actuarial valuation reveals a deficit, a recovery plan will be put in place which will take into account the financial covenant of the employer; 2. Stability—to have due regard to the likely level and volatility of required contributions when setting the Plan's investment strategy; and 3. Security—to ensure that the solvency position of the Plan is expected to improve. The Trustees will take into account the strength of employer's covenant when determining the expected improvement in the solvency position of the Plan. The assets are allocated among equity investments and fixed income securities. The assets are not rebalanced but the allocation between equities and bonds is reviewed on a periodic basis to ensure that the investments are appropriate to the Scheme's circumstances. The Trustees review the investment policy on an ongoing basis, to determine whether a change in the policy or asset allocation targets is necessary. The Company has elected to use a bid value of Scheme assets to calculate the expected return on assets in the net periodic benefit cost. The assets consisted of the following as of September 30, 2017 : Actual 2016 Equity securities 43.7 % Fixed-income securities 54.9 % Cash equivalents 1.4 % Total 100.0 % The class of equity securities consists of one pooled fund whose strategy is to invest in approximately 70% UK company shares (domestic) and 30% international equity securities. The class of fixed-income securities consists of one pooled fund whose strategy is to invest in a limited number of government and corporate bonds. The expected long-term rate of return for the plan's total assets is based on the expected returns of each of the above categories, weighted based on the current target allocation for each class. The Trustees evaluate whether adjustments are needed based on historical returns to more accurately reflect expectations of future returns. The Company is required to present certain fair value disclosures related to its postretirement benefit plan assets, even though those assets are not included on the Company's Consolidated Balance Sheets. The following table presents the fair value of the assets of the Company's qualified defined benefit pension plan by asset category and their level within the fair value hierarchy, which has three levels based on reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets, Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. Balance as of September 30, 2016 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 10,087 $ — $ 10,087 Fixed-income securities — 15,149 — 15,149 Cash equivalents 531 — — 531 Total $ 531 $ 25,236 $ — $ 25,767 Balance as of September 30, 2017 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 11,778 $ — $ 11,778 Fixed-income securities — 14,795 — 14,795 Cash equivalents 371 — — 371 Total $ 371 $ 26,573 $ — $ 26,944 Valuation Techniques The Company relies on pricing inputs from investment fund managers to value investments. The fund manager prices the underlying securities using independent external pricing sources. |
Guarantees
Guarantees | 12 Months Ended |
Sep. 30, 2017 | |
Guarantees [Abstract] | |
Guarantees | Guarantees During the second quarter of 2015, the Company issued a guarantee to GoIndustry (the "Subsidiary") and the Trustees (the "Trustees") of the Henry Butcher Pension Fund and Life Assurance Scheme (the "Scheme"). Under the arrangement, the Company irrevocably and unconditionally (a) guarantees to the Trustees punctual performance by the Subsidiary of all its Guaranteed Obligations, defined as all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally in any capacity whatsoever) of the Company to make payments to the Scheme up to a maximum of 10 million British pounds, (b) undertakes with the Trustees that, whenever the Subsidiary does not pay any amount when due in respect of its Guaranteed Obligations, it must immediately on demand by the Trustees pay that amount as if it were the principal obligor; and (c) indemnifies the Trustees as an independent and primary obligation immediately on demand against any cost, charge, expense, loss or liability suffered or incurred by the Trustees if any payment obligation guaranteed by it is or becomes unenforceable, invalid or illegal; the amount of the cost, charge, expense, loss or liability under this indemnity will be equal to the amount the Trustees would otherwise have been entitled to recover on the basis of a guarantee. The guarantee is a continuing guarantee that will extend to the ultimate balance of all sums payable by the Company in respect of its Guaranteed Obligations. |
Business Realignment Expenses
Business Realignment Expenses | 12 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Business Realignment Expenses | Business Realignment expenses In January 2017, the Company decided to exit the TruckCenter land-based, live auction and retail business. Costs of $0.9 million associated with the restructuring, were recognized under other operating expenses in the consolidated statement of operations. Those costs included occupancy cost of $0.6 million, employee severance of $0.2 million , and long-lived asset impairments of $0.1 million . During the fourth quarter of fiscal year 2017, the Company decided to execute a restructuring of its CAG business. The restructuring plan resulted in a reduction in force across a number of departments, including Sales, Marketing and Operations in both the US and in Europe. Severance costs associated with this restructuring amounted to $0.6 million . In addition, the restructuring plan calls for the closure of several offices and legal entities in Europe. Legal and administrative costs associated with the restructuring amounted to $0.1 million . These amounts are presented within the table below. Also related to the restructuring of its CAG business, on September 25, 2017 the Company entered into a Severance Agreement and General Release (the "Severance Agreement") with the President of the Capital Assets Group. Pursuant to the terms of the Severance Agreement, the Company provided a severance package in the amount of $0.3 million . This amount is presented under employee severance and benefit costs in the table below. During fiscal year 2017, the Company reorganized its IronDirect business. As a result, the Company recorded approximately $0.9 million of net expense related to the impairment of long-lived assets associated with the IronDirect business, as well as a fair value adjustment. The impairment was comprised of $1.2 million of impairment related to contract intangibles, and $0.6 million of impairment related to fixed assets. This expense was netted with a $0.9 million reversal of an earn-out liability. In addition to these impairments, and the restructuring of its overall business model, the Company entered into a Severance Agreement and General Release with the previous President of IronDirect. As a result, the Company incurred severance costs of approximately $0.1 million . On June 16, 2017 the Company entered into a sub-lease agreement for 18,412 square feet of office space at 6931 Arlington Road, Bethesda, Maryland. The sub-lease commenced September 29, 2017, and will expire April 30, 2023. On the sub-lease commencement date, the Company relocated its headquarters previously located at 1920 L street NW, Washington DC, to the new Bethesda location. The Company ceased using the previous location as of September 30, 2017 and recognized a $2.0 million cease-use charge in its consolidated statements of operations at September 30, 2017 , under the Other operating expenses line item. The amount is presented under occupancy cost in the table below. The table below sets forth the significant components and activity in the liability for business realignment initiatives during the fiscal year ended September 30, 2017 , on a segment and consolidated basis: (in thousands) Liability Balance at September 30, 2016 Business Realignment Expenses Cash Payments Liability Balance at September 30, 2017 Employee severance and benefit costs: CAG — 1,037 (244 ) 793 Corporate & Other — 570 (171 ) 399 Total employee severance and benefit costs — $ 1,607 $ (415 ) $ 1,192 Occupancy costs: CAG — — — — Corporate & Other — 2,616 (628 ) 1,988 Total occupancy costs $ — $ 2,616 $ (628 ) $ 1,988 Total business realignment $ — $ 4,223 $ (1,043 ) $ 3,180 The $4.2 million in employee severance and occupancy cost per the table above is recorded in Other operating expenses in the Consolidated Statements of Operations. Of this $4.2 million in cost, approximately $3.7 million is associated with general and administrative, $0.3 million with sales and marketing, and $0.2 million with technology and operations activities. The Company expects that the majority of the remaining liability balance at September 30, 2017, of approximately $3.2 million will be paid during fiscal year 2018, with the remainder in fiscal year 2019. During fiscal year 2015, the Company incurred approximately $0.3 million of business realignment expenses. In order to conform to current year presentation, this amount was reclassified from Technology and operations, and General and Administrative expenses to the Other operating expenses line item in the Consolidated Statements of Operations. The reclassification had no effect on total operating expenses, net income, or cash flows. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Sep. 30, 2017 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Proceedings | Legal Proceedings Howard v. Liquidity Services, Inc., et al., Civ. No. 14-1183 (D. D. C. 2014) . On July 14, 2014, Leonard Howard filed a putative class action complaint in the United States District Court for the District of Columbia (the ‘‘District Court’’) against the Company and its chief executive officer, chief financial officer, and chief accounting officer, on behalf of stockholders who purchased the Company’s common stock between February 1, 2012, and May 7, 2014. The complaint alleged that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by, among other things, misrepresenting the Company’s growth initiative, growth potential, and financial and operating conditions, thereby artificially inflating its stock price, and sought unspecified compensatory damages and costs and expenses, including attorneys’ and experts’ fees. On October 14, 2014, the Court appointed Caisse de Dépôt et Placement du Québec and the Newport News Employees’ Retirement Fund as co-lead plaintiffs. The plaintiffs filed an amended complaint on December 15, 2014, which alleges substantially similar claims, but which does not name the chief accounting officer as a defendant. On March 2, 2015, the Company moved to dismiss the amended complaint for failure to state a claim or plead fraud with the requisite particularity. On March 31, 2016, the Court granted that motion in part and denied it in part. Only the claims related to the Company’s retail division were not dismissed. On May 16, 2016, the Company answered the amended complaint. Plaintiffs’ class certification motion was granted on September 6, 2017. The scheduling order in this action requires that fact discovery be completed by February 23, 2018, and that expert discovery be completed by July 27, 2018. The Company believes the allegations in the amended complaint are without merit and cannot estimate a range of potential liability, if any, at this time. In re Liquidity Services, Inc. Derivative Litigation, Civ. No. 2017-0080-JTL (Del. Ch.). On February 2, 2017, plaintiff David Girardi filed a putative derivative complaint in the Court of Chancery of the State of Delaware (the “Court of Chancery”), and on February 7, 2017, plaintiff Harold Slingerland filed a putative derivative complaint in the Court of Chancery. On March 9, 2017, plaintiffs Girardi and Slingerland filed a consolidated putative derivative complaint in the Court of Chancery, purportedly on the Company’s behalf. The consolidated complaint names as defendants the Company’s chief executive officer and chief financial officer, as well as certain other individuals who served on the Company’s Board of Directors between 2012 and 2014, and seeks recovery from those individuals, not the Company. The complaint asserts that, among other things, the defendants breached their fiduciary duties to the Company and its stockholders by causing or allowing the Company to make the same misstatements that are alleged in the amended complaint in the Howard action, and for alleged trading in the Company's securities while in possession of material non-public information. The defendants have filed a motion to dismiss the complaint in its entirety. On November 27, 2017, the Court of Chancery granted the defendants’ motion to dismiss. |
Segment Information
Segment Information | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Prior to the Company's quarterly report as of June 30, 2017, the Company provided operating results in one reportable segment. Effective as of June 30, 2017, the Company provides operating results in three reportable segments: GovDeals, Capital Assets Group (CAG), and Retail Supply Chain Group (RSCG). These three segments constitute 99% of the Company's revenue as of September 30, 2017, and each offers separately branded marketplaces to enable sellers to achieve channel marketing objectives to reach buyers. Across its segments, the Company offers its sellers two primary transaction models as well as a suite of services, and its revenues vary depending upon the models employed and the level of service required. This change in segment presentation does not affect consolidated statements of operations and comprehensive loss, balance sheets or statements of cash flows. A description of the reportable segments follows: • The GovDeals reportable segment provides self-service solutions in which sellers list their own assets, and it consists of marketplaces that enable local and state government entities including city, county and state agencies, as well as commercial businesses located in the United States and Canada to sell surplus and salvage assets. GovDeals also offers a suite of services to sellers that includes asset sales and marketing. This segment includes the Company's GovDeals.com and AuctionDeals.com marketplaces. • The CAG reportable segment provides full-service solutions to sellers and it consists of marketplaces that enable federal government agencies as well as commercial businesses to sell surplus, salvage, and scrap assets. The assets that the company receives as the exclusive contractor of the DLA of the DoD are sold in this segment. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. Commercial sellers are located in the United States, Europe, Australia and Asia. This segment includes the Company's Network International, GoIndustry DoveBid, Government Liquidation, and Uncle Sam's Retail Outlet marketplaces. • The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods and retail capital assets. RSCG also offers a suite of services that includes returns management, asset recovery, and ecommerce services. This segment includes the Company's Liquidation.com, Liquidation.com DIRECT, and Secondipity marketplaces. Corporate & Other primarily consists of the Company's TruckCenter and IronDirect operating segments that are not individually significant, as well as elimination adjustments. The TruckCenter business consisted of land-based, live auctions for fleet and transportation equipment. On January 30, 2017, the Company exited its TruckCenter land-based, live auction business in order to focus its time and resources on its ecommerce marketplace strategy. IronDirect offers buyers access to construction equipment, parts and services through a single ecommerce marketplace. Decisions concerning the allocation of the Company’s resources are made by the Company’s Chief Operating Decision Maker ("CODM"), which is the Company's chief executive officer, with oversight by the Board of Directors. The Company reports segment information based on the internal performance measures used by the CODM to assess the performance of each operating segment in a given period. In connection with that assessment, the CODM uses segment gross profit to evaluate the performance of each segment. Gross profit is calculated as total revenue less cost of goods sold and seller distributions. The following table sets forth certain financial information for the Company's reportable segments. Year Ended September 30, 2017 2016 2015 GovDeals: Revenue $ — $ — $ — Fee revenue 26,853 22,802 20,577 Total revenue 26,853 22,802 20,577 Gross profit 25,172 21,422 19,342 Depreciation and amortization 245 241 256 Other operating expenses — — — CAG: Revenue 100,160 140,210 177,770 Fee revenue 44,971 51,555 34,178 Total revenue 145,131 191,765 211,949 Gross profit 71,934 109,373 135,829 Depreciation and amortization 1,222 1,837 2,107 Other operating expenses 465 — 84 RSCG: Revenue 85,766 88,986 138,037 Fee revenue 9,265 5,232 23,776 Total revenue 95,032 94,218 161,813 Gross profit 30,050 29,903 46,656 Depreciation and amortization 1,134 974 1,372 Other operating expenses — — 145 Corporate & Other: Revenue 2,644 4,632 (139 ) Fee revenue 356 3,037 2,925 Total revenue 2,999 7,669 2,786 Gross profit (2,666 ) 1,415 1,197 Depreciation and amortization 3,195 3,449 5,500 Other operating expenses 3,187 — 44 Consolidated: Revenue 188,570 233,828 315,668 Fee revenue 81,445 82,626 81,457 Total revenue 270,015 316,454 397,125 Gross profit 124,490 162,113 203,023 Depreciation and amortization 5,796 6,502 9,235 Other operating expenses $ 3,651 $ — $ 273 The following table presents a reconciliation between the reportable segments and the Company's consolidated results: Year Ended September 30, 2017 2016 2015 Reconciliation: Total revenue $ 270,015 $ 316,454 $ 397,125 Gross profit 124,490 162,113 203,023 Operating expenses 160,839 196,231 346,965 Other operating expenses 3,651 — 273 Interest (income) expense and other expense, net (362 ) (1,217 ) 171 (Benefit) provision for income taxes (451 ) 27,025 (39,571 ) Net loss $ (39,187 ) $ (59,926 ) $ (104,815 ) Other operating expenses includes changes in the fair value of the Company's financial assets and business realignment expenses, which can be seen in more detail in Note 14. See Note 5 in the Notes to the Consolidated Financial Statements for goodwill impairment information by segment. Revenue attributed to countries that represent a significant portion of consolidated revenues are as follows: Year Ended September 30, 2017 2016 2015 United States 240,102 281,328 366,149 Rest of the world 29,913 35,126 30,976 Consolidated $ 270,015 $ 316,454 $ 397,125 Total segment assets reconciled to consolidated amounts are as follows: September 30, September 30, 2017 2016 Segment Assets: GovDeals 43,262 38,828 CAG 115,514 121,352 RSCG 39,766 — Corporate & Other 16,687 99,929 Total Segment Assets: 215,229 260,109 As of September 30, 2016, the RSCG segment balance sheet was included within Corporate & Other because it was not practical for the Company to separate the RSCG and Corporate & Other balance sheets at that time. As of September 30, 2017, the RSCG and corporate balance sheets have been separated. Total long-lived assets by geographic areas are presented as follows: September 30, September 30, 2017 2016 United States 16,142 14,159 Rest of the world 650 217 Consolidated 16,793 14,376 Property and equipment, additions by segment are presented as follows: September 30, September 30, 2017 2016 GovDeals 223 242 CAG 938 39 RSCG 733 — Corporate & Other 5,911 5,809 Consolidated 7,805 6,090 |
Quarterly Results (Unaudited)
Quarterly Results (Unaudited) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Results (Unaudited) | |
Quarterly Results (Unaudited) | Quarterly Results (Unaudited) The following table sets forth for the eight most recent quarters the selected unaudited quarterly consolidated statement of operations data. The unaudited quarterly consolidated statement of operations data has been prepared on the same basis as the Company's audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of this data. Three months ended Dec. 31, 2015 Mar. 31, 2016 June 30, 2016 Sept. 30, 2016 Dec. 31, 2016 Mar. 31, 2017 June 30, 2017 Sept. 30, 2017 (in thousands, except share and per share data) Revenue from operations $ 65,875 $ 86,878 $ 85,188 $ 78,513 $ 70,796 $ 72,335 $ 65,520 $ 61,364 Loss before provision for income taxes from operations $ (7,351 ) $ (1,117 ) $ (141 ) $ (24,291 ) $ (8,294 ) $ (8,305 ) $ (8,573 ) $ (14,466 ) Net loss from operations $ (5,197 ) $ (850 ) $ (124 ) $ (53,755 ) $ (8,397 ) $ (8,252 ) $ (8,614 ) $ (13,924 ) Basic and diluted loss per common share $ (0.17 ) $ (0.03 ) $ 0.00 $ (1.75 ) $ (0.27 ) $ (0.26 ) $ (0.27 ) $ (0.44 ) Basic and diluted weighted average shares outstanding 30,490,670 30,594,940 30,726,554 30,740,977 31,261,603 31,361,122 31,485,599 31,503,349 |
Subsequent Event Subsequent Eve
Subsequent Event Subsequent Event | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On October 11, 2017, the Defense Logistics Agency Disposition Services DLA published a Request for Technical Proposals (“RFTP”) and draft Invitation for Bid (“IFB”) for the sale of surplus, useable non-rolling stock property. The DLA is awarding two term contracts, each with a base term of two years and four one -year options to extend. One term contract will include all property west of the Mississippi River, including Alaska, Hawaii, and Guam. The other term contract will include all property east of the Mississippi River, including Puerto Rico and the U.S. Virgin Islands. On December 5, 2017, the DLA has determined that the Company is not the apparent high bidder for either of the two contracts. Final contract awards are subject to a protest period and a pre-award survey by the DLA regarding the bidder’s ability to satisfactorily perform the work in accordance with their technical proposal submitted in step-one of the solicitation. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Sep. 30, 2017 | |
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, 2015 7,216 1,258 — 8,474 Year ended September 30, 2016 8,474 35,783 — 44,257 Year ended September 30, 2017 44,257 10,122 — 54,379 Allowance for doubtful accounts (deducted from accounts receivable) Year ended September 30, 2015 1,042 1,243 (1,814 ) 471 Year ended September 30, 2016 471 247 — 718 Year ended September 30, 2017 718 357 (407 ) 668 Inventory allowance (deducted from inventory) Year ended September 30, 2015 1,723 (575 ) (378 ) 770 Year ended September 30, 2016 770 2,709 (33 ) 3,446 Year ended September 30, 2017 3,446 10,381 (9,255 ) 4,572 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current year's presentation. All intercompany balances and transactions have been eliminated in consolidation. The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included. |
Business Combinations | Business Combinations The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price ( i.e. , working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management’s judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions. |
Inventory | Inventory Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or market. Cost is generally determined using the specific identification method. Charges for unsellable inventory, as well as for inventory written down to expected market price, are included in Cost of goods sold in the period in which they have been determined to occur. During fiscal 2017, the Company recorded a $3.1 million inventory reserve within its IronDirect operating segment, as the carrying value of this inventory was written down to its expected market value. |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets Prepaid expenses and other current assets includes prepaid income tax, financial assets, the short-term portion of a promissory note, as well as other miscellaneous prepaid expenses. Financial assets are related to participation agreements for principal transactions in the Company's commercial business. Changes in the fair value of the Company's financial assets are recorded in Other operating expense. See Note 11 in the Notes to the Consolidated Financial Statements for further information. |
Other Assets | Other Assets On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (the ‘‘Buyer’’). In connection with the disposition, the Buyer assumed certain liabilities related to the Jacobs Trading business. The Buyer issued a $12.3 million 5 -year interest bearing promissory note to the Company. Of the $12.3 million , $1.0 million has been repaid as of September 30, 2017, and another $1.5 million was repaid in October 2017. Of the $11.3 million outstanding at September 30, 2017, $8.3 million was recorded in Other assets, and $3.0 million in Prepaid expenses and other current assets as of September 30, 2017 . |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Five years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated |
Intangible Assets | Intangible Assets Intangible assets primarily consist of contract acquisition costs, covenants not to compete, customer relationships and other intangible assets associated with acquisitions. Intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including definite lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets. During the year ended September 30, 2017, the Company recorded a $1.2 million impairment of a contract intangible associated with its IronDirect business, and a $0.6 million impairment to leasehold improvements, also within its IronDirect business. No impairment was recorded during the fiscal year ended September 30, 2016 . |
Goodwill | Goodwill Goodwill is reviewed for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant buyer. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more than likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the implied fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded in the statement of operations. The annual goodwill impairment assessment was performed as of July 1, 2017, for fiscal year 2017 . |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: • a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists, and the sale price has been determined; • the buyer has assumed the risks and rewards of ownership; and • collection is reasonably assured. 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 net commissions and related fees as revenue (when the Company acts as an agent). In arrangements in which the Company is deemed to be the primary obligor, bears physical and general inventory risk, and credit risk, the Company recognizes as revenue the gross proceeds from the sale, including buyer's premiums. The Company has evaluated its revenue recognition policy related to sales under its purchase transaction model and determined it is appropriate to account for these sales on a gross basis. In the Company's evaluation, the Company relied most heavily upon its status as primary obligor in the sales relationship and the fact that the Company has general inventory risk. In arrangements in which the Company acts as an agent or broker on a consignment basis, without taking physical or general inventory risk, revenue is recognized based on the sales commissions that are paid to the Company by the sellers for utilizing the Company's services; in this situation, sales commissions represent a percentage of the gross proceeds from the sale that the seller pays to the Company upon completion of the transaction. Such revenue as well as other fee revenue is presented as Fee Revenue in the Consolidated Statements of Operations. The Company collects and remits sales taxes on merchandise that it purchases and sells, and reports such amounts under the net method in its Consolidated Statements of Operations. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes the costs of purchasing and transporting property for auction as well as credit card transaction fees. The Company purchases the majority of its inventory at a percentage of the vendor's original acquisition cost under the Surplus Contract and certain commercial contracts, at a percentage of the vendor's last retail price under certain commercial contracts, and at a fixed price per pound that varies depending on the type of the inventory purchased under the Scrap Contract. Title for the inventory passes to the Company at the time of purchase and the Company bears the risks and rewards of ownership. The Company does not have title to assets sold on behalf of its commercial or government sellers when it receives only sales commission revenue and, as such, recognizes no inventory and related cost of goods sold associated with those sales. Cost of goods sold also includes shipping and handling costs. |
Risk Associated with Certain Concentrations | Risk Associated with Certain Concentrations The Company does not perform credit evaluations for the majority of its buyers. However, substantially all sales are recorded subsequent to payment authorization being received. As a result, the Company is not subject to significant collection risk, as most goods are not shipped before payment is received. For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf. The funds are included in cash and cash equivalents in the consolidated financial statements. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. The amount of cash held on behalf of the sellers is recorded as Payables to sellers in the accompanying Consolidated Balance Sheets. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. The Company has two material vendor contracts with the Department of Defense (DoD) under which it acquires, manages and sells government property. Revenue from the sale of property acquired, as well as provision of services, under the current Surplus Contract accounted for 27.6% , 31.0% , and 24.7% , of the Company's consolidated revenue for the fiscal years ended September 30, 2017, 2016, and 2015, respectively. Revenue from the sale of property acquired under the Scrap contract accounted for approximately 11.1% , 10.2% and 15.3% of the Company's total revenue for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. Additionally, we have a vendor contract with Amazon.com, Inc. under which we acquire and sell commercial merchandise. The property we purchased under this contract represented approximately 21.8% , 12.1% , and 6.9% |
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. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such determination, we consider all available positive and negative evidence to estimate whether future taxable income will be generated to permit use of the existing deferred tax asset. The resulting net tax asset reflects management's estimate of the amount that will be realized. The Company applies the authoritative guidance related to uncertainty in income taxes. Accounting Standards Codification (ASC) 740 states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of technical merits. The Company records unrecognized tax benefits as a reduction to its deferred tax asset for its net operating loss carryforward. During fiscal year 2016, the Company reduced its net operating loss carryforward by $0.7 million for unrecognized tax benefits related to federal and state tax exposures. During fiscal year 2017, the Company reduced its net operating loss carryforward by $3.0 million for unrecognized tax benefits related to federal and state tax exposures. The Company’s policy is to recognize interest and penalties in the period in which they occur in the income tax provision. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions including, among others, Canada and the U.K. |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model. The fair value of restricted stock units is based on the closing price of the Company’s common stock on the date of grant. The determination of the fair value of the Company’s stock options and stock appreciation rights is based on a variety of factors including, but not limited to, the Company’s common stock price, expected stock price volatility over the expected life of units, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectation. The forfeiture estimate is revised as necessary if actual forfeitures differ from these estimates. The Company issues restricted stock units where restrictions lapse upon either the passage of time (service vesting conditions), achievement of performance targets (performance vesting conditions), or some combination thereof. For those restricted stock units with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For restricted stock units with both performance and service vesting conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. The Company excludes stock options and restricted stock units that contain performance vesting conditions from diluted earnings per share computations until the contingency is met as of the end of that reporting period. The Company presents the cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as a financing activity with a corresponding operating cash outflow in the Consolidated Statements of Cash Flows when it is considered probable that those tax benefits will be realized. |
Advertising Costs | Advertising Costs Advertising expenditures are expensed as incurred. Advertising costs charged to expense were $5.2 million , $6.0 million and $5.3 million for the years ended September 30, 2017, 2016 and 2015, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and cash equivalents, accounts receivable, accounts payable, profit-sharing distributions payable, and payables to sellers reported in the Consolidated Balance Sheets approximate their fair values. The Company holds financial assets that are related to participation agreements for principal transactions in the Company's commercial business. Changes in the fair value of the Company's financial assets are recorded in Other operating expense. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is primarily the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in accumulated other comprehensive (loss) income, a separate component of stockholders' equity. Realized foreign currency transaction gains and losses for 2017, 2016 and 2015 are included in interest and other income (expense), net in the Consolidated Statements of Operations. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (loss) The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Translation Adjustments Net Change Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Income (Loss) Balance at September 30, 2014 (3,671 ) 220 (3,451 ) Current-period other comprehensive (loss) income (3,276 ) 1,101 (2,175 ) Balance at September 30, 2015 (6,947 ) 1,321 (5,626 ) Current-period other comprehensive loss (398 ) (2,547 ) (2,945 ) Balance at September 30, 2016 (7,345 ) (1,226 ) (8,571 ) Current-period other comprehensive income 551 1,589 2,140 Balance at September 30, 2017 (6,794 ) 363 (6,431 ) |
Earnings per Share | Earnings per Share The Company calculates net income (loss) per share in accordance with Financial Accounting Standards Board (FASB) Topic 260 Earnings Per Share (“ASC 260”). Under ASC 260, basic net income (loss) per common share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. The weighted average number of shares of common stock outstanding includes vested restricted stock units. Diluted net income (loss) per share (“EPS”) reflects the potential dilution that could occur assuming conversion or exercise of all dilutive unexercised stock options and unvested restricted stock units. The dilutive effect of unexercised stock options and unvested restricted stock units was determined using the treasury stock method. Under the treasury stock method, the proceeds received from the exercise of stock options, the amount of compensation cost for future service not yet recognized by the Company and the amount of tax benefits that would be recorded in additional paid-in capital when stock options become deductible for income tax purposes are all assumed to be used to repurchase shares of the Company’s common stock. Stock options and restricted stock units are not included in the computation of diluted net income (loss) per share when they are antidilutive. The Company has not included the following stock options in the calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable periods: (a) for the fiscal year ended September 30, 2017 1,023,072 options; (b) for the fiscal year ended September 30, 2016 1,284,689 options; and (c) for the fiscal year ended September 30, 2015 1,256,345 options. For the fiscal years ended September 30, 2017 , 2016 and 2015 , the basic and diluted weighted average common shares were the same because the inclusion of dilutive securities would have been anti-dilutive. Diluted net income attributable to common stockholders per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. See Note 10 in the Notes to the Consolidated Financial Statements for outstanding stock options and unvested restricted stock, all of which are anti-dilutive as of September 30, 2017 . The following summarizes the potential outstanding common stock of the Company as of the dates set forth below: September 30, 2017 2016 2015 (amounts in thousands except per share and share data) Weighted average shares calculation: Basic weighted average shares outstanding 31,402,921 30,638,163 29,987,985 Treasury stock effect of options and restricted stock — — — Diluted weighted average common shares outstanding 31,402,921 30,638,163 29,987,985 Net loss $ (39,187 ) $ (59,926 ) $ (104,815 ) Basic and diluted loss per common share $ (1.25 ) $ (1.96 ) $ (3.50 ) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued Accounting Standards Update ("ASU") 2014-15, Presentation of Financial Statements—Going Concern , which requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity's ability to continue as a going concern and to provide disclosures in certain circumstances. The new guidance was issued to reduce diversity in the timing and content of footnote disclosures. This guidance is effective for fiscal years, and interim reporting periods ending after December 15, 2016. The Company's adoption of this new standard for the year ended September 30, 2017, had no impact on the Company’s consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718). The new standard will change certain aspects of accounting for share-based payments to employees. Under the new standard, the Company will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, the Company will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement when the awards vest or are settled. The APIC pools will be eliminated. For interim reporting purposes, the Company will account for excess tax benefits and tax deficiencies as discrete items in the period in which they occur. The new standard will also allow the Company to repurchase more of an employee’s shares than it can today for income tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The new guidance will require the Company to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. This guidance will become effective for the Company beginning on October 1, 2017. The Company does not expect the adoption of this standard to have a material effect upon its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance will become effective for the Company beginning on October 1, 2018. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of this standard to have a material effect upon its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes most existing revenue recognition guidance under GAAP. The new standard will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. The guidance may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. During fiscal year ended September 30, 2017, the Company initiated a formal project to assess the new standard, which is being completed in phases: the assessment phase followed by the implementation phase. The Company has substantially completed the assessment phase of its project. The assessment phase consisted of reviewing a representative sample of contracts, discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The implementation team has apprised both management and the audit committee of project status on a recurring basis. The Company is continuing to evaluate the accounting impacts, and have identified some areas of the accounting guidance which will require more detailed analysis, including the principal-agent guidance, the transfer of control guidance, and the guidance on when certain services that we provide would be considered separate performance obligations. Because this assessment is preliminary and the accounting for revenue recognition is subject to significant judgment, this could change as the Company finalizes the implementation of the new standard. The Company does not yet know and cannot reasonably estimate the quantitative impact on the consolidated financial statements. This guidance will become effective for the Company beginning October 1, 2018, which is when the Company intends to adopt. The Company intends to adopt the new standard on a modified retrospective basis. This determination is subject to change based on finalization of our implementation work. In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-5, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): C ustomer's Accounting for Fees Paid in a Cloud Computing Arrangement . ASU 2015-5 provides guidance regarding whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the software license element of the arrangement must be accounted for in a manner consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement must be accounted for as a service contract. ASU 2015-5 does not change the accounting for service contracts. ASU 2015-5 is effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2015. The Company adopted this standard beginning in fiscal year 2017, and it had no impact on the financial statements. In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-2, Leases . ASU 2016-2 will change the way the Company recognizes its leased assets. ASU 2016-2 will require organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-2 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The standard will be effective for the Company beginning on October 1, 2019. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) . Under ASU 2017-04 the entity should perform its annual or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company beginning on October 1, 2020. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . ASU 2017-07 changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of the benefits in the income statement. Under this standard, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. This guidance will become effective for the Company beginning on October 1, 2018. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Property and equipment is recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Five years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2017 2016 (in thousands) Computers and purchased software $ 23,724 $ 24,584 Internally developed software for internal-use 7,100 — Office/Operational equipment 6,845 6,700 Leasehold improvements 4,167 5,139 Building 2,558 2,257 Furniture and fixtures 1,247 1,356 Vehicles 1,048 981 Land 754 754 Construction in progress 944 3,926 Total property and equipment 48,387 45,697 Less: Accumulated depreciation and amortization (31,594 ) (31,321 ) Total property and equipment, net $ 16,793 $ 14,376 |
Schedule of changes in accumulated other comprehensive income (loss), net of taxes | The following table shows the changes in accumulated other comprehensive income (loss), net of taxes (in thousands): Foreign Currency Translation Adjustments Net Change Pension and Other Postretirement Benefit Plans Accumulated Other Comprehensive Income (Loss) Balance at September 30, 2014 (3,671 ) 220 (3,451 ) Current-period other comprehensive (loss) income (3,276 ) 1,101 (2,175 ) Balance at September 30, 2015 (6,947 ) 1,321 (5,626 ) Current-period other comprehensive loss (398 ) (2,547 ) (2,945 ) Balance at September 30, 2016 (7,345 ) (1,226 ) (8,571 ) Current-period other comprehensive income 551 1,589 2,140 Balance at September 30, 2017 (6,794 ) 363 (6,431 ) |
Summary of the basic and diluted income per share | The following summarizes the potential outstanding common stock of the Company as of the dates set forth below: September 30, 2017 2016 2015 (amounts in thousands except per share and share data) Weighted average shares calculation: Basic weighted average shares outstanding 31,402,921 30,638,163 29,987,985 Treasury stock effect of options and restricted stock — — — Diluted weighted average common shares outstanding 31,402,921 30,638,163 29,987,985 Net loss $ (39,187 ) $ (59,926 ) $ (104,815 ) Basic and diluted loss per common share $ (1.25 ) $ (1.96 ) $ (3.50 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of estimated useful lives of property and equipment | Property and equipment is recorded at cost, and depreciated or amortized on a straight-line basis over the following estimated useful lives: Computers and purchased software One to five years Office equipment Three to five years Furniture and fixtures Five to seven years Internally developed software for internal-use Five years Leasehold improvements Shorter of lease term or useful life Buildings Thirty-nine years Land Not depreciated Property and equipment, including equipment under capital lease obligations, consists of the following: September 30, 2017 2016 (in thousands) Computers and purchased software $ 23,724 $ 24,584 Internally developed software for internal-use 7,100 — Office/Operational equipment 6,845 6,700 Leasehold improvements 4,167 5,139 Building 2,558 2,257 Furniture and fixtures 1,247 1,356 Vehicles 1,048 981 Land 754 754 Construction in progress 944 3,926 Total property and equipment 48,387 45,697 Less: Accumulated depreciation and amortization (31,594 ) (31,321 ) Total property and equipment, net $ 16,793 $ 14,376 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill activity | The following summarizes the goodwill activity for the Company's reportable segments that have goodwill during the periods indicated: Goodwill (in thousands) RSCG CAG GovDeals Total Balance at September 30, 2014 $ 78,458 $ 131,198 $ — $ 209,656 Impairment charge (52,716 ) (83,532 ) — (136,248 ) Business disposition (6,733 ) — (6,733 ) Translation adjustments (405 ) (2,197 ) — (2,602 ) Balance at September 30, 2015 $ 18,604 $ 45,469 $ — $ 64,073 Reallocation of goodwill — (23,731 ) 23,731 — Impairment charge (18,998 ) — — (18,998 ) Translation adjustments 394 (335 ) — 59 Balance at September 30, 2016 — 21,403 23,731 45,134 Impairment charge — — — — Translation adjustments — 254 — 254 Balance at September 30, 2017 $ — $ 21,657 $ 23,731 $ 45,388 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | Balance as of September 30, 2017 Balance as of September 30, 2016 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Contract intangibles 10 $ — $ — $ — $ 1,500 $ (150 ) $ 1,350 Brand and technology 3 - 5 — — — 5,749 (5,018 ) 731 Covenants not to compete 3 - 5 — — — 700 (533 ) 167 Patent and trademarks 3 - 10 943 (516 ) 427 820 (418 ) 402 Total intangible assets, net $ 943 $ (516 ) $ 427 $ 8,769 $ (6,119 ) $ 2,650 |
Schedule of future expected amortization of intangible assets | Future expected amortization of intangible assets at September 30, 2017 , is as follows: Year Ending September 30, Amortization (in thousands) 2018 $ 76 2019 69 2020 70 2021 58 2022 and after 154 Total $ 427 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Leases, Operating [Abstract] | |
Schedule of future minimum payments under leases | Future minimum payments under the leases as of September 30, 2017 , are as follows: Year Ending September 30, Operating (in thousands) 2018 $ 9,432 2019 8,696 2020 4,903 2021 2,806 2022 1,001 2023 305 Total future minimum lease payments $ 27,143 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 2015 Current tax provision (benefit): U.S. Federal $ (234 ) $ — $ (32,116 ) State 613 672 (1,375 ) Foreign (210 ) 176 203 169 848 (33,288 ) Deferred tax (benefit) expense: U.S. Federal (592 ) 25,338 326 State (86 ) 3,890 (4,422 ) Foreign 58 (3,051 ) (2,187 ) (620 ) 26,177 (6,283 ) Total (benefit) provision $ (451 ) $ 27,025 $ (39,571 ) |
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, 2017 2016 Deferred tax assets: Net operating losses—Foreign $ 9,171 $ 8,964 Net operating losses—U.S. 31,133 17,086 Accrued vacation and bonus 859 1,305 Inventory capitalization 1,315 1,906 Inventory reserves 1,903 1,311 Allowance for doubtful accounts 98 120 Stock compensation expense 6,689 8,105 Amortization of intangibles 2,753 2,286 Amortization of goodwill — 1,021 Pension liability — 133 Restructuring costs 913 — Other 3,134 3,699 Total deferred tax assets before valuation allowance 57,968 45,936 Less: valuation allowance (54,379 ) (44,257 ) Net deferred tax assets 3,589 1,679 Deferred tax liabilities: Amortization of goodwill 9,000 9,444 Depreciation 185 658 Capitalized costs 3,032 — Pension liability 372 — Total deferred tax liabilities $ 12,589 $ 10,102 Net deferred taxes $ (9,000 ) $ (8,423 ) |
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, 2017 2016 2015 U.S. statutory rate 35.0 % 35.0 % 35.0 % Permanent items (0.9 )% (4.2 )% (6.3 )% State taxes 1.2 % 1.9 % 2.6 % Net foreign rate differential (2.8 )% (3.8 )% (3.0 )% Unrecognized tax benefits 3.5 % (2.2 )% — % Change in valuation allowance (34.8 )% (108.8 )% (0.9 )% Other (0.06 )% — % — % Provision for income taxes 1.1 % (82.1 )% 27.4 % |
Schedule of reconciliation unrecognized tax benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Year Ended September 30, (In thousands) 2017 2016 2015 Beginning balance at October 1 $ 725 — — Additions based on positions related to the current year — — — Additions for tax positions of prior years 1,426 725 — Reductions for tax positions of prior years (229 ) — — Settlements (1,922 ) — — Balance at September 30 $ — 725 — |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Summary of share repurchase activity | A summary of the Company's share repurchase activity from fiscal year 2014 to the year ended September 30, 2017 is as follows: Fiscal Year Period Total Number Average Price Total Cash Approximate Dollar 2014 2,962,978 16 44,873,000 5,127,000 2015 — — — 5,127,000 2016 — — — 10,127,000 2017 — — — $ 10,127,000 _______________________________________________________________________________ (1) On February 5, 2014, the Company's Board of Directors approved an additional $19.0 million for the share repurchase program. On May 5, 2016, the Company's Board of Directors approved the repurchase of an additional $5.0 million in shares raising the current amount approved for repurchase, that may yet be expended up to $10.1 million . |
Summary of stock option activity | A summary of the Company's stock option activity for the years ended September 30, 2017 , 2016 , and 2015 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2014 1,465,907 $ 19.50 Options granted 310,177 9.92 Options exercised (14,869 ) 7.09 Options canceled (288,572 ) 20.26 Options outstanding at September 30, 2015 1,472,643 17.46 Options granted 583,228 6.68 Options exercised (1,251 ) 7.48 Options canceled (346,133 ) 16.99 Options outstanding at September 30, 2016 1,708,487 13.91 Options granted 232,845 9.18 Options exercised (12,421 ) 7.41 Options canceled (223,938 ) 13.00 Options outstanding at September 30, 2017 1,704,973 13.43 Options exercisable at September 30, 2017 1,270,781 14.99 |
Summary of information about options outstanding and exercisable | The following table summarizes information about options outstanding at September 30, 2017 : Options Outstanding Range of Exercise Price Number Outstanding Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $6.96 366,151 8.30 $ 6.42 $6.97 - $9.09 289,049 6.19 7.83 $9.10 - $10.82 359,597 6.92 9.78 $10.83 - $19.27 330,321 1.85 13.04 $19.28 - $46.72 359,855 5.55 29.06 The following table summarizes information about options exercisable at September 30, 2017 : Options Exercisable Range of Exercise Price Number Exercisable Weighted- Average Remaining Contractual Life Weighted- Average Exercise Price $5.53 - $6.96 282,064 8.30 $ 6.36 $6.97 - $9.09 138,533 3.43 7.81 $9.10 - $10.82 182,613 6.30 9.99 $10.83 - $19.27 322,201 1.70 13.08 $19.28 - $46.72 345,370 5.52 29.35 |
Summary of information about assumptions used in valuing options granted | The following table summarizes information about assumptions used in valuing options granted: Year ended September 30 2017 2016 2015 Dividend yield — — — Expected volatility 54.22% - 54.93% 51.5% - 58.6% 71.9% - 77.9% Risk-free interest rate 1.65% - 2.17% 0.5% - 1.5% 0.26% - 1.4% Expected forfeiture rate 21.4 % 23.5 % 22.2% - 22.8% |
Summary of restricted share activity | A summary of the Company's restricted share activity for the years ended September 30, 2017 , 2016 , and 2015 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2014 1,897,827 $ 24.96 Restricted shares granted 1,298,604 10.04 Restricted shares vested (343,204 ) 27.50 Restricted shares canceled (486,040 ) 26.54 Unvested restricted shares at September 30, 2015 2,367,187 16.08 Restricted shares granted 1,504,655 5.54 Restricted shares vested (715,188 ) 16.09 Restricted shares canceled (495,409 ) 20.25 Unvested restricted shares at September 30, 2016 2,661,245 9.34 Restricted shares granted 849,352 8.78 Restricted shares vested (748,266 ) 11.04 Restricted shares canceled (571,900 ) 9.81 Unvested restricted shares at September 30, 2017 2,190,431 8.42 |
Fair Value Measurement Fair Val
Fair Value Measurement Fair Value Measurement (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The changes in financial assets measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2017 , are as follows ($ in thousands): Level 3 Assets Balance at September 30, 2016 $ 2,200 Acquisition of financial assets 2,662 Settlements (4,944 ) Change in fair value of financial assets 573 Balance at September 30, 2017 $ 491 |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
Schedule of net periodic benefit cost recognized | The net periodic benefit cost recognized for the years ended September 30, 2017 , 2016 and 2015 , included the following components: Qualified Defined Benefit Pension Plan Year Ended September 30, 2017 2016 2015 (in thousands) Interest cost $ 582 $ 814 $ 964 Expected return on plan assets (826 ) (1,066 ) (1,186 ) Total net periodic benefit $ (244 ) $ (252 ) $ (222 ) |
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, 2017 and September 30, 2016 : Qualified Defined Benefit Pension Plan Year Ended September 30, 2017 2016 (in thousands) Change in benefit obligation Beginning balance $ 26,321 $ 24,069 Interest cost 582 814 Benefits paid (718 ) (1,246 ) Actuarial loss/(gain) (1,861 ) 5,999 Foreign currency exchange rate changes 761 (3,315 ) Ending balance $ 25,085 $ 26,321 Year Ended September 30, 2017 2016 (in thousands) Change in plan assets Beginning balance at fair value $ 25,767 $ 24,537 Actual return on plan assets 569 4,831 Benefits paid (718 ) (1,246 ) Employer's contributions 552 1,482 Foreign currency exchange rate changes 773 (3,837 ) Ending balance at fair value $ 26,943 $ 25,767 Overfunded (underfunded) status of the plan $ 1,859 $ (554 ) |
Schedule of amount recognized in other comprehensive loss related to qualified defined benefit pension plan, net of tax | The amount recognized in other comprehensive loss related to the Company's qualified defined benefit pension plan, net of tax, for the year ended September 30, 2017 and September 30, 2016 , is shown in the following table: Qualified Defined Benefit Pension Plan Year Ended September 30, 2017 2016 (in thousands) Accumulated Other Comprehensive Loss (Income) Accumulated Other Comprehensive Loss (Income) at beginning of year $ 1,226 $ (1,321 ) Net actuarial (gains)/losses (1,589 ) 2,547 Foreign currency exchange rate changes 240 — Accumulated Other Comprehensive (Income) loss at end of year $ (123 ) $ 1,226 |
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, 2017 and September 30, 2016 , and to determine the net periodic (benefit) cost for the year were as follows: Qualified Defined Benefit Pension Plan 2017 2016 Discount rate 2.70 % 2.30 % Expected return on plan assets 3.80 % 3.20 % Increases to non-GMP pensions in payment accrued pre 4/6/97 — % — % Increases to non-GMP pensions in payment accrued post 4/6/97 2.10 % 2.00 % Rate of increases to deferred CPI linked benefits 2.10 % 2.00 % Rate of increases to deferred RPI linked benefits 3.20 % 3.10 % |
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, 2018 $ 751 2019 767 2020 791 2021 687 2022 749 2023 through 2027 4,362 Total $ 8,107 |
Schedule of allocation of plan assets | The assets consisted of the following as of September 30, 2017 : Actual 2016 Equity securities 43.7 % Fixed-income securities 54.9 % Cash equivalents 1.4 % Total 100.0 % |
Schedule of fair value of assets of qualified defined benefit pension plan by asset category and level within fair value hierarchy | The following table presents the fair value of the assets of the Company's qualified defined benefit pension plan by asset category and their level within the fair value hierarchy, which has three levels based on reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets, Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 includes fair values estimated using significant unobservable inputs. Balance as of September 30, 2016 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 10,087 $ — $ 10,087 Fixed-income securities — 15,149 — 15,149 Cash equivalents 531 — — 531 Total $ 531 $ 25,236 $ — $ 25,767 Balance as of September 30, 2017 Level 1 Level 2 Level 3 Total (in thousands) Equity securities $ — $ 11,778 $ — $ 11,778 Fixed-income securities — 14,795 — 14,795 Cash equivalents 371 — — 371 Total $ 371 $ 26,573 $ — $ 26,944 |
Business Realignment Expenses (
Business Realignment Expenses (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of significant components and activity in business realignment initiatives | The table below sets forth the significant components and activity in the liability for business realignment initiatives during the fiscal year ended September 30, 2017 , on a segment and consolidated basis: (in thousands) Liability Balance at September 30, 2016 Business Realignment Expenses Cash Payments Liability Balance at September 30, 2017 Employee severance and benefit costs: CAG — 1,037 (244 ) 793 Corporate & Other — 570 (171 ) 399 Total employee severance and benefit costs — $ 1,607 $ (415 ) $ 1,192 Occupancy costs: CAG — — — — Corporate & Other — 2,616 (628 ) 1,988 Total occupancy costs $ — $ 2,616 $ (628 ) $ 1,988 Total business realignment $ — $ 4,223 $ (1,043 ) $ 3,180 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Total long-lived assets by geographic areas are presented as follows: September 30, September 30, 2017 2016 United States 16,142 14,159 Rest of the world 650 217 Consolidated 16,793 14,376 Total segment assets reconciled to consolidated amounts are as follows: September 30, September 30, 2017 2016 Segment Assets: GovDeals 43,262 38,828 CAG 115,514 121,352 RSCG 39,766 — Corporate & Other 16,687 99,929 Total Segment Assets: 215,229 260,109 Property and equipment, additions by segment are presented as follows: September 30, September 30, 2017 2016 GovDeals 223 242 CAG 938 39 RSCG 733 — Corporate & Other 5,911 5,809 Consolidated 7,805 6,090 Revenue attributed to countries that represent a significant portion of consolidated revenues are as follows: Year Ended September 30, 2017 2016 2015 United States 240,102 281,328 366,149 Rest of the world 29,913 35,126 30,976 Consolidated $ 270,015 $ 316,454 $ 397,125 The following table sets forth certain financial information for the Company's reportable segments. Year Ended September 30, 2017 2016 2015 GovDeals: Revenue $ — $ — $ — Fee revenue 26,853 22,802 20,577 Total revenue 26,853 22,802 20,577 Gross profit 25,172 21,422 19,342 Depreciation and amortization 245 241 256 Other operating expenses — — — CAG: Revenue 100,160 140,210 177,770 Fee revenue 44,971 51,555 34,178 Total revenue 145,131 191,765 211,949 Gross profit 71,934 109,373 135,829 Depreciation and amortization 1,222 1,837 2,107 Other operating expenses 465 — 84 RSCG: Revenue 85,766 88,986 138,037 Fee revenue 9,265 5,232 23,776 Total revenue 95,032 94,218 161,813 Gross profit 30,050 29,903 46,656 Depreciation and amortization 1,134 974 1,372 Other operating expenses — — 145 Corporate & Other: Revenue 2,644 4,632 (139 ) Fee revenue 356 3,037 2,925 Total revenue 2,999 7,669 2,786 Gross profit (2,666 ) 1,415 1,197 Depreciation and amortization 3,195 3,449 5,500 Other operating expenses 3,187 — 44 Consolidated: Revenue 188,570 233,828 315,668 Fee revenue 81,445 82,626 81,457 Total revenue 270,015 316,454 397,125 Gross profit 124,490 162,113 203,023 Depreciation and amortization 5,796 6,502 9,235 Other operating expenses $ 3,651 $ — $ 273 |
Reconciliation of Revenue from Segments to Consolidated | The following table presents a reconciliation between the reportable segments and the Company's consolidated results: Year Ended September 30, 2017 2016 2015 Reconciliation: Total revenue $ 270,015 $ 316,454 $ 397,125 Gross profit 124,490 162,113 203,023 Operating expenses 160,839 196,231 346,965 Other operating expenses 3,651 — 273 Interest (income) expense and other expense, net (362 ) (1,217 ) 171 (Benefit) provision for income taxes (451 ) 27,025 (39,571 ) Net loss $ (39,187 ) $ (59,926 ) $ (104,815 ) |
Quarterly Results (Unaudited) (
Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly consolidated statement of operations data | The following table sets forth for the eight most recent quarters the selected unaudited quarterly consolidated statement of operations data. The unaudited quarterly consolidated statement of operations data has been prepared on the same basis as the Company's audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of this data. Three months ended Dec. 31, 2015 Mar. 31, 2016 June 30, 2016 Sept. 30, 2016 Dec. 31, 2016 Mar. 31, 2017 June 30, 2017 Sept. 30, 2017 (in thousands, except share and per share data) Revenue from operations $ 65,875 $ 86,878 $ 85,188 $ 78,513 $ 70,796 $ 72,335 $ 65,520 $ 61,364 Loss before provision for income taxes from operations $ (7,351 ) $ (1,117 ) $ (141 ) $ (24,291 ) $ (8,294 ) $ (8,305 ) $ (8,573 ) $ (14,466 ) Net loss from operations $ (5,197 ) $ (850 ) $ (124 ) $ (53,755 ) $ (8,397 ) $ (8,252 ) $ (8,614 ) $ (13,924 ) Basic and diluted loss per common share $ (0.17 ) $ (0.03 ) $ 0.00 $ (1.75 ) $ (0.27 ) $ (0.26 ) $ (0.27 ) $ (0.44 ) Basic and diluted weighted average shares outstanding 30,490,670 30,594,940 30,726,554 30,740,977 31,261,603 31,361,122 31,485,599 31,503,349 |
Organization (Details)
Organization (Details) client in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017reportablesegmentclient | Jun. 30, 2017reportablesegment | Sep. 30, 2017reportablesegmentcategoriesclient | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of product categories offered (in categories) | categories | 500 | ||
Number of clients | client | 10 | 10 | |
Reportable segments (in segments) | reportablesegment | 3 | 1 | 3 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Sep. 30, 2016 |
Inventory [Line Items] | ||
Inventory reserve | $ 4.6 | $ 3.4 |
IronDirect | ||
Inventory [Line Items] | ||
Inventory reserve | $ 3.1 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies Summary of Significant Accounting Policies - Other Assets (Details) - Tanager Acquisitions Promissory Note - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2015 | |
Receivables with Imputed Interest [Line Items] | |||
Receivable with imputed interest, face amount | $ 12.3 | ||
Receivable with imputed interest, term (in years) | 5 years | ||
Proceeds from collection of notes receivable | $ 1 | ||
Receivable with imputed interest, net amount | 11.3 | ||
Subsequent Event | |||
Receivables with Imputed Interest [Line Items] | |||
Proceeds from collection of notes receivable | $ 1.5 | ||
Other Assets | |||
Receivables with Imputed Interest [Line Items] | |||
Receivable with imputed interest, net amount | 8.3 | ||
Prepaid Expenses and Other Current Assets | |||
Receivables with Imputed Interest [Line Items] | |||
Receivable with imputed interest, net amount | $ 3 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - PP&E (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Computers and purchased software | Minimum | |
Property and Equipment | |
Estimated useful life | 1 year |
Computers and purchased software | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Office equipment | Minimum | |
Property and Equipment | |
Estimated useful life | 3 years |
Office equipment | Maximum | |
Property and Equipment | |
Estimated useful life | 5 years |
Furniture and fixtures | Minimum | |
Property and Equipment | |
Estimated useful life | 5 years |
Furniture and fixtures | Maximum | |
Property and Equipment | |
Estimated useful life | 7 years |
Internally developed software for internal-use | |
Property and Equipment | |
Estimated useful life | 5 years |
Buildings | |
Property and Equipment | |
Estimated useful life | 39 years |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Intangible Assets and Impairment of Long-Lived Assets (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Intangible Assets | |||
Asset impairment | $ 1,963,000 | $ 18,998,000 | $ 147,414,000 |
IronDirect | |||
Intangible Assets | |||
Impairment of contract intangible asset | 1,200,000 | ||
Asset impairment | $ 900,000 | $ 0 | |
Minimum | |||
Intangible Assets | |||
Useful Life (in years) | 3 years | ||
Maximum | |||
Intangible Assets | |||
Useful Life (in years) | 10 years | ||
Contract Intangible | IronDirect | |||
Intangible Assets | |||
Impairment of contract intangible asset | $ 1,200,000 | ||
Leasehold improvements | IronDirect | |||
Intangible Assets | |||
Impairment of long-lived assets | $ 600,000 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Concentration (Details) - contract | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
U.S. Department of Defense | |||
Risk Associated with Certain Concentrations | |||
Number of contracts | 2 | ||
U.S. Department of Defense | Revenue | Surplus Contract | |||
Risk Associated with Certain Concentrations | |||
Concentration risk (as a percent) | 27.60% | 31.00% | 24.70% |
U.S. Department of Defense | Revenue | Scrap Contract | |||
Risk Associated with Certain Concentrations | |||
Concentration risk (as a percent) | 11.10% | 10.20% | 15.30% |
Supplier Concentration Risk | Cost of Goods Sold | Contract with commercial client | |||
Risk Associated with Certain Concentrations | |||
Concentration risk (as a percent) | 21.80% | 12.10% | 6.90% |
Maximum | |||
Risk Associated with Certain Concentrations | |||
Term for release of funds to the seller | 30 days |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||
Decrease in NOL | $ 0.7 | $ 3 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Advertising Costs and AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | $ 162,611 | $ 216,002 | $ 316,983 |
Current-period other comprehensive (loss) income | 2,140 | (2,945) | (2,175) |
Balance | 132,636 | 162,611 | 216,002 |
Advertising Costs | |||
Advertising costs | 5,200 | 6,000 | 5,300 |
Foreign Currency Translation Adjustments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (7,345) | (6,947) | (3,671) |
Current-period other comprehensive (loss) income | 551 | (398) | (3,276) |
Balance | (6,794) | (7,345) | (6,947) |
Net Change Pension and Other Post Retirement Benefit Plans | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (1,226) | 1,321 | 220 |
Current-period other comprehensive (loss) income | 1,589 | (2,547) | 1,101 |
Balance | 363 | (1,226) | 1,321 |
Accumulated Other Comprehensive Loss | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance | (8,571) | (5,626) | (3,451) |
Current-period other comprehensive (loss) income | 2,140 | (2,945) | (2,175) |
Balance | $ (6,431) | $ (8,571) | $ (5,626) |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Earnings Per Share (Details) - shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Options | |||
Earnings per Share | |||
Anti-dilutive securities | 1,023,072 | 1,284,689 | 1,256,345 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Weighted Average Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Weighted average shares calculation: | |||||||||||
Basic weighted average shares outstanding (in shares) | 31,402,921 | 30,638,163 | 29,987,985 | ||||||||
Treasury stock effect of options and restricted stock (in shares) | 0 | 0 | 0 | ||||||||
Diluted weighted average common shares outstanding (in shares) | 31,402,921 | 30,638,163 | 29,987,985 | ||||||||
Net loss | $ (13,924) | $ (8,614) | $ (8,252) | $ (8,397) | $ (53,755) | $ (124) | $ (850) | $ (5,197) | $ (39,187) | $ (59,926) | $ (104,815) |
Basic and diluted loss per common share (USD per share) | $ (0.44) | $ (0.27) | $ (0.26) | $ (0.27) | $ (1.75) | $ 0 | $ (0.03) | $ (0.17) | $ (1.25) | $ (1.96) | $ (3.50) |
Significant Contracts (Details)
Significant Contracts (Details) $ in Thousands | Dec. 06, 2016 | Apr. 30, 2016renewal_option | Sep. 30, 2017USD ($)contractrenewal_option | Sep. 30, 2016USD ($) | Sep. 30, 2015 |
Significant Contracts | |||||
Liability for inventory included in accrued expenses and other current liabilities | $ 30,193 | $ 45,133 | |||
U.S. Department of Defense | |||||
Significant Contracts | |||||
Number of contracts | contract | 2 | ||||
Non-rolling stock | |||||
Significant Contracts | |||||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 1.80% | ||||
Surplus Contract | |||||
Significant Contracts | |||||
Base term of follow-on contract extension | 2 years | ||||
Renewal options extended term | 1 year | 1 year | |||
Number of renewal options | renewal_option | 3 | ||||
Surplus Contract | U.S. Department of Defense | |||||
Significant Contracts | |||||
Liability for inventory included in accrued expenses and other current liabilities | $ 6,200 | $ 16,100 | |||
Surplus Contract | U.S. Department of Defense | Revenue | |||||
Significant Contracts | |||||
Concentration risk (as a percent) | 27.60% | 31.00% | 24.70% | ||
Surplus Contract | Non-rolling stock | |||||
Significant Contracts | |||||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 4.35% | ||||
Profits from resale of the property (as a percent) | 100.00% | ||||
Surplus Contract | Service Fee | |||||
Significant Contracts | |||||
Decrease in revenue | $ 2,000 | ||||
Scrap Contract | |||||
Significant Contracts | |||||
Renewal options extended term | 12 months | ||||
Term of contract (in years) | 36 months | ||||
Number of renewal options | renewal_option | 2 | ||||
Adjusted percentage of profit sharing distribution | 65.00% | 64.50% | |||
Scrap Contract | U.S. Department of Defense | Revenue | |||||
Significant Contracts | |||||
Concentration risk (as a percent) | 11.10% | 10.20% | 15.30% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property and Equipment | |||
Property, plant, and equipment | $ 48,387 | $ 45,697 | |
Less: Accumulated depreciation and amortization | (31,594) | (31,321) | |
Property and equipment, net | 16,793 | 14,376 | |
Depreciation and amortization | 4,800 | 5,100 | $ 6,100 |
Capitalized internally developed software for internal-use | 7,805 | 6,090 | |
Computers and purchased software | |||
Property and Equipment | |||
Property, plant, and equipment | 23,724 | 24,584 | |
Internally developed software for internal-use | |||
Property and Equipment | |||
Property, plant, and equipment | 7,100 | 0 | |
Depreciation and amortization | 400 | ||
Property, plant and equipment transfer | 3,900 | ||
Capitalized internally developed software for internal-use | 3,200 | ||
Office/Operational equipment | |||
Property and Equipment | |||
Property, plant, and equipment | 6,845 | 6,700 | |
Leasehold improvements | |||
Property and Equipment | |||
Property, plant, and equipment | 4,167 | 5,139 | |
Building | |||
Property and Equipment | |||
Property, plant, and equipment | 2,558 | 2,257 | |
Furniture and fixtures | |||
Property and Equipment | |||
Property, plant, and equipment | 1,247 | 1,356 | |
Vehicles | |||
Property and Equipment | |||
Property, plant, and equipment | 1,048 | 981 | |
Land | |||
Property and Equipment | |||
Property, plant, and equipment | 754 | 754 | |
Construction in progress | |||
Property and Equipment | |||
Property, plant, and equipment | 944 | $ 3,926 | |
Property, plant and equipment transfer | (3,900) | ||
IronDirect | Leasehold improvements | |||
Property and Equipment | |||
Impairment of long-lived assets | $ 600 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2017USD ($)reportablesegment | Sep. 30, 2016USD ($)item | Sep. 30, 2015USD ($)item | Sep. 30, 2014USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Number of reporting units | 4 | 5 | 2 | ||||
Impairment charge | $ 51,200 | $ 85,100 | $ 0 | $ 18,998 | $ 136,248 | ||
Accumulated goodwill impairment loss | $ 13,400 | ||||||
Goodwill [Roll Forward] | |||||||
Balance at the beginning of the period | 209,656 | 45,134 | 64,073 | 209,656 | |||
Impairment charge | (51,200) | (85,100) | 0 | (18,998) | (136,248) | ||
Business disposition | (6,733) | ||||||
Translation adjustments | 254 | 59 | (2,602) | ||||
Reallocation of goodwill | 0 | ||||||
Balance at the end of the period | $ 45,134 | 64,073 | 45,388 | 45,134 | 64,073 | ||
RSCG | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Impairment charge | 19,000 | 18,998 | 52,716 | ||||
Goodwill [Roll Forward] | |||||||
Balance at the beginning of the period | 78,458 | 0 | 18,604 | 78,458 | |||
Impairment charge | (19,000) | (18,998) | (52,716) | ||||
Business disposition | (6,733) | ||||||
Translation adjustments | 394 | (405) | |||||
Reallocation of goodwill | 0 | ||||||
Balance at the end of the period | 0 | 18,604 | 0 | 0 | 18,604 | ||
CAG | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Impairment charge | 0 | 0 | 83,532 | ||||
Goodwill [Roll Forward] | |||||||
Balance at the beginning of the period | 131,198 | 21,403 | 45,469 | 131,198 | |||
Impairment charge | 0 | 0 | (83,532) | ||||
Business disposition | 0 | ||||||
Translation adjustments | 254 | (335) | (2,197) | ||||
Reallocation of goodwill | (23,731) | ||||||
Balance at the end of the period | 21,403 | 45,469 | 21,657 | 21,403 | 45,469 | ||
GovDeals | |||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Impairment charge | 0 | 0 | 0 | ||||
Goodwill [Roll Forward] | |||||||
Balance at the beginning of the period | $ 0 | 23,731 | 0 | 0 | |||
Impairment charge | 0 | 0 | 0 | ||||
Translation adjustments | 0 | 0 | 0 | ||||
Reallocation of goodwill | 23,731 | ||||||
Balance at the end of the period | $ 23,731 | $ 0 | $ 23,731 | $ 23,731 | $ 0 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Intangible Assets | ||||
Gross Carrying Amount | $ 943,000 | $ 8,769,000 | ||
Accumulated Amortization | (516,000) | (6,119,000) | ||
Net Carrying Amount | 427,000 | 2,650,000 | ||
Amortization expense | $ 1,000,000 | 1,400,000 | $ 3,100,000 | |
Minimum | ||||
Intangible Assets | ||||
Useful Life (in years) | 3 years | |||
Maximum | ||||
Intangible Assets | ||||
Useful Life (in years) | 10 years | |||
Contract intangibles | ||||
Intangible Assets | ||||
Useful Life (in years) | 10 years | |||
Gross Carrying Amount | $ 0 | 1,500,000 | ||
Accumulated Amortization | 0 | (150,000) | ||
Net Carrying Amount | 0 | 1,350,000 | ||
Brand and technology | ||||
Intangible Assets | ||||
Gross Carrying Amount | 0 | 5,749,000 | ||
Accumulated Amortization | 0 | (5,018,000) | ||
Net Carrying Amount | $ 0 | 731,000 | ||
Brand and technology | Minimum | ||||
Intangible Assets | ||||
Useful Life (in years) | 3 years | |||
Brand and technology | Maximum | ||||
Intangible Assets | ||||
Useful Life (in years) | 5 years | |||
Covenants not to compete | ||||
Intangible Assets | ||||
Gross Carrying Amount | $ 0 | 700,000 | ||
Accumulated Amortization | 0 | (533,000) | ||
Net Carrying Amount | $ 0 | 167,000 | ||
Covenants not to compete | TruckCenter | ||||
Intangible Assets | ||||
Write off of intangible asset | $ 100,000 | |||
Unamortized value of intangible asset | $ 0 | |||
Covenants not to compete | Minimum | ||||
Intangible Assets | ||||
Useful Life (in years) | 3 years | |||
Covenants not to compete | Maximum | ||||
Intangible Assets | ||||
Useful Life (in years) | 5 years | |||
Patent and trademarks | ||||
Intangible Assets | ||||
Gross Carrying Amount | $ 943,000 | 820,000 | ||
Accumulated Amortization | (516,000) | (418,000) | ||
Net Carrying Amount | $ 427,000 | $ 402,000 | ||
Patent and trademarks | Minimum | ||||
Intangible Assets | ||||
Useful Life (in years) | 3 years | |||
Patent and trademarks | Maximum | ||||
Intangible Assets | ||||
Useful Life (in years) | 10 years |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Future expected amortization of intangible assets | ||
2,018 | $ 76 | |
2,019 | 69 | |
2,020 | 70 | |
2,021 | 58 | |
2022 and after | 154 | |
Net Carrying Amount | $ 427 | $ 2,650 |
Commitments (Details)
Commitments (Details) $ in Thousands | 12 Months Ended | |||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 16, 2017ft² | |
Operating Leased Assets [Line Items] | ||||
Deferred rent charges included in other long-term liabilities | $ 600 | $ 1,000 | ||
Rent expense | 10,800 | $ 11,500 | $ 12,500 | |
Future minimum payments under the leases | ||||
2,018 | 9,432 | |||
2,019 | 8,696 | |||
2,020 | 4,903 | |||
2,021 | 2,806 | |||
2,022 | 1,001 | |||
2,023 | 305 | |||
Total future minimum lease payments | 27,143 | |||
Other Operating Expense | ||||
Operating Leased Assets [Line Items] | ||||
Cease use charge | 2,000 | |||
Office space | Bethesda, Maryland | ||||
Operating Leased Assets [Line Items] | ||||
Number of square feet | ft² | 18,412 | |||
Office space | DISTRICT OF COLUMBIA | Other Operating Expense | ||||
Operating Leased Assets [Line Items] | ||||
Cease use charge | $ 2,000 |
401(k) Benefit Plan (Details)
401(k) Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Defined Contribution Plan [Abstract] | |||
Amount contributed and recorded expense under the 401(k) Benefit Plan | $ 2.1 | $ 1.7 | $ 2.4 |
Income Taxes - Provision (Detai
Income Taxes - Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Current tax provision (benefit): | |||
U.S. Federal | $ (234) | $ 0 | $ (32,116) |
State | 613 | 672 | (1,375) |
Foreign | (210) | 176 | 203 |
Current income tax expense | 169 | 848 | (33,288) |
Deferred tax (benefit) expense: | |||
U.S. Federal | (592) | 25,338 | 326 |
State | (86) | 3,890 | (4,422) |
Foreign | 58 | (3,051) | (2,187) |
Total deferred tax (benefit) expense | (620) | 26,177 | (6,283) |
Total provision | $ (451) | $ 27,025 | $ (39,571) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Deferred tax assets: | ||
Net operating losses—Foreign | $ 9,171 | $ 8,964 |
Net operating losses—U.S. | 31,133 | 17,086 |
Accrued vacation and bonus | 859 | 1,305 |
Inventory capitalization | 1,315 | 1,906 |
Inventory reserves | 1,903 | 1,311 |
Allowance for doubtful accounts | 98 | 120 |
Stock compensation expense | 6,689 | 8,105 |
Amortization of intangibles | 2,753 | 2,286 |
Amortization of goodwill | 0 | 1,021 |
Pension liability | 0 | 133 |
Restructuring costs | 913 | 0 |
Other | 3,134 | 3,699 |
Total deferred tax assets before valuation allowance | 57,968 | 45,936 |
Less: valuation allowance | (54,379) | (44,257) |
Net deferred tax assets | 3,589 | 1,679 |
Deferred tax liabilities: | ||
Amortization of goodwill | 9,000 | 9,444 |
Depreciation | 185 | 658 |
Capitalized costs | 3,032 | 0 |
Pension liability | 372 | 0 |
Total deferred tax liabilities | 12,589 | 10,102 |
Net deferred taxes | $ (9,000) | $ (8,423) |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations | |||
U.S. statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
Permanent items (as a percent) | (0.90%) | (4.20%) | (6.30%) |
State taxes (as a percent) | 1.20% | 1.90% | 2.60% |
Net foreign rate differential (as a percent) | (2.80%) | (3.80%) | (3.00%) |
Unrecognized tax benefits (as a percent) | 3.50% | (2.20%) | 0.00% |
Change in valuation allowance (as a percent) | (34.80%) | (108.80%) | (0.90%) |
Other (as a percent) | (0.06%) | 0.00% | 0.00% |
Provision for income taxes (as a percent) | 1.10% | (82.10%) | 27.40% |
Income Taxes - CarryForwards (D
Income Taxes - CarryForwards (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net operating loss (NOL) carryforwards | |||
Deferred tax assets related to available federal and state NOL carryforwards | $ 45,400 | $ 35,800 | |
Deferred tax assets related to available foreign NOL carryforwards | 9,171 | 8,964 | |
Increase (decrease) in valuation allowance | 10,000 | ||
Valuation allowance | 54,379 | 44,257 | |
Undistributed foreign earnings | 8,000 | ||
Cash and cash equivalents held overseas on which taxes would be incurred upon repatriation | 14,900 | 21,500 | |
Reconciliation of unrecognized tax benefits | |||
Beginning balance | 725 | 0 | $ 0 |
Additions for tax positions of prior years | 1,426 | 725 | 0 |
Reductions for tax positions of prior years | (229) | 0 | 0 |
Settlements | (1,922) | 0 | 0 |
Ending balance | 0 | $ 725 | $ 0 |
Uncertain tax positions | |||
Recovery of tax deductions related to equity compensation | 1,200 | ||
Recovery of prior year taxes | 200 | ||
Foreign | |||
Net operating loss (NOL) carryforwards | |||
NOL's subject to expiration | 500 | ||
Deferred Tax Asset Related To Net Operating Loss Carryforward | |||
Net operating loss (NOL) carryforwards | |||
Increase (decrease) in valuation allowance | $ (1,200) |
Equity Transactions - 2006 Plan
Equity Transactions - 2006 Plan (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 23, 2017 | Feb. 28, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 09, 2015 | Sep. 30, 2014 | Dec. 02, 2005 |
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares available for issuance | 16,300,000 | 10,000,000 | ||||||
Remaining shares reserved for issuance | 3,269,071 | 772,227 | ||||||
Increase in shares available for issuance | 3,300,000 | 3,000,000 | ||||||
Reserve shares counted per share granted from fungible share pool (in shares) | 1.5 | |||||||
Stock-based compensation | $ 7.4 | $ 12.3 | $ 12.4 | |||||
Unvested awards | ||||||||
Service costs related to unvested awards, not yet recognized | $ 8.8 | |||||||
Weighted average vesting period for recognition of cost related to unvested awards | 56 years | |||||||
Minimum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 1 year | |||||||
Maximum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 4 years | |||||||
Cash-settled stock appreciation rights | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Granted (in shares) | 218,550 | 1,062,668 | ||||||
Granted (in dollars per share) | $ 10.30 | $ 4.57 | ||||||
Forfeited (in shares) | 234,313 | 153,338 | ||||||
Options or stock appreciation rights | Maximum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Number of shares awarded per person per year | 1,000,000 | |||||||
Other than options or stock appreciation rights | Maximum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Number of shares awarded per person per year | 700,000 | |||||||
Performance awards | ||||||||
Unvested awards | ||||||||
Service costs related to unvested awards, not yet recognized | $ 4.8 | |||||||
Employee and director options | Minimum | ||||||||
Unvested awards | ||||||||
Exercise price of stock option as a percentage of the fair market value of the common stock on the date of grant | 100.00% | |||||||
Employee and director options | Maximum | ||||||||
Unvested awards | ||||||||
Term of stock option | 10 years | |||||||
Holder of at least 10% of common stock | Incentive Stock Options | Minimum | ||||||||
Unvested awards | ||||||||
Exercise price of stock option as a percentage of the fair market value of the common stock on the date of grant | 110.00% | |||||||
Vesting based on performance | Options | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Shares and options vesting period | 12 months | |||||||
Vesting based on performance | Options | Minimum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Actual payout as a percent of employee target payout, based upon the entity's actual performance during the previous twelve months | 0.00% | |||||||
Vesting based on performance | Options | Maximum | ||||||||
2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) | ||||||||
Actual payout as a percent of employee target payout, based upon the entity's actual performance during the previous twelve months | 100.00% |
Equity Transactions - Repurchas
Equity Transactions - Repurchase Program (Details) - USD ($) | 12 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | May 05, 2016 | Feb. 05, 2014 | |
Stockholders' Equity Note [Abstract] | ||||||
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | $ 10,127,000 | $ 10,127,000 | $ 5,127,000 | $ 5,127,000 | $ 10,100,000 | |
Common stock repurchase (in shares) | 0 | 0 | 0 | 2,962,978 | ||
Average Price Paid per Share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 16 | ||
Total Cash Paid for Shares Purchased | $ 0 | $ 0 | $ 0 | $ 44,873,000 | ||
Additional amount authorized under share repurchase program | $ 19,000,000 | |||||
Share repurchase program approved amount | $ 5,000,000 |
Equity Transactions - Employee
Equity Transactions - Employee Options (Details) - Employee and director options - $ / shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock option activity | |||
Options outstanding at the beginning of the period (in shares) | 1,708,487 | 1,472,643 | 1,465,907 |
Options granted (in shares) | 232,845 | 583,228 | 310,177 |
Options exercised (in shares) | (12,421) | (1,251) | (14,869) |
Options cancelled (in shares) | (223,938) | (346,133) | (288,572) |
Options outstanding at the end of the period (in shares) | 1,704,973 | 1,708,487 | 1,472,643 |
Options exercisable at the end of the period (in shares) | 1,270,781 | ||
Weighted-Average Exercise Price | |||
Options outstanding at the beginning of the period (in dollars per share) | $ 13.91 | $ 17.46 | $ 19.50 |
Options granted (in dollars per share) | 9.18 | 6.68 | 9.92 |
Options exercised (in dollars per share) | 7.41 | 7.48 | 7.09 |
Options cancelled (in dollars per share) | 13 | 16.99 | 20.26 |
Options outstanding at the end of the period (in dollars per share) | 13.43 | $ 13.91 | $ 17.46 |
Options exercisable at the end of the period (in dollars per share) | $ 14.99 |
Equity Transactions - Options (
Equity Transactions - Options (Details) | 12 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Exercise price range one | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | $ 5.53 |
Exercise price, maximum (in dollars per share) | $ 6.96 |
Options Outstanding | |
Number outstanding (in shares) | shares | 366,151 |
Weighted- Average Remaining Contractual Life (in years) | 8 years 3 months 19 days |
Weighted-Average Exercise Price (in dollars per share) | $ 6.42 |
Options Exercisable | |
Number exercisable (in shares) | shares | 282,064 |
Weighted- Average Remaining Contractual Life (in years) | 8 years 3 months 19 days |
Weighted-Average Exercise Price (in dollars per share) | $ 6.36 |
Exercise price range two | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 6.97 |
Exercise price, maximum (in dollars per share) | $ 9.09 |
Options Outstanding | |
Number outstanding (in shares) | shares | 289,049 |
Weighted- Average Remaining Contractual Life (in years) | 6 years 2 months 8 days |
Weighted-Average Exercise Price (in dollars per share) | $ 7.83 |
Options Exercisable | |
Number exercisable (in shares) | shares | 138,533 |
Weighted- Average Remaining Contractual Life (in years) | 3 years 5 months 5 days |
Weighted-Average Exercise Price (in dollars per share) | $ 7.81 |
Exercise price range three | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 9.10 |
Exercise price, maximum (in dollars per share) | $ 10.82 |
Options Outstanding | |
Number outstanding (in shares) | shares | 359,597 |
Weighted- Average Remaining Contractual Life (in years) | 6 years 11 months 1 day |
Weighted-Average Exercise Price (in dollars per share) | $ 9.78 |
Options Exercisable | |
Number exercisable (in shares) | shares | 182,613 |
Weighted- Average Remaining Contractual Life (in years) | 6 years 3 months 19 days |
Weighted-Average Exercise Price (in dollars per share) | $ 9.99 |
Exercise price range four | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 10.83 |
Exercise price, maximum (in dollars per share) | $ 19.27 |
Options Outstanding | |
Number outstanding (in shares) | shares | 330,321 |
Weighted- Average Remaining Contractual Life (in years) | 1 year 10 months 6 days |
Weighted-Average Exercise Price (in dollars per share) | $ 13.04 |
Options Exercisable | |
Number exercisable (in shares) | shares | 322,201 |
Weighted- Average Remaining Contractual Life (in years) | 1 year 8 months 12 days |
Weighted-Average Exercise Price (in dollars per share) | $ 13.08 |
Exercise price range five | |
Summary of information about stock options outstanding and exercisable | |
Exercise price, minimum (in dollars per share) | 19.28 |
Exercise price, maximum (in dollars per share) | $ 46.72 |
Options Outstanding | |
Number outstanding (in shares) | shares | 359,855 |
Weighted- Average Remaining Contractual Life (in years) | 5 years 6 months 18 days |
Weighted-Average Exercise Price (in dollars per share) | $ 29.06 |
Options Exercisable | |
Number exercisable (in shares) | shares | 345,370 |
Weighted- Average Remaining Contractual Life (in years) | 5 years 6 months 7 days |
Weighted-Average Exercise Price (in dollars per share) | $ 29.35 |
Equity Transactions - Fair Valu
Equity Transactions - Fair Value (Details) - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | |||
Stock price (in dollars per share) | $ 5.90 | ||
Employee and director options | |||
Fair value assumptions | |||
Expected volatility, minimum (as a percent) | 54.22% | 51.50% | 71.90% |
Expected volatility, maximum (as a percent) | 54.93% | 58.60% | 77.90% |
Risk free interest rate, minimum (as a percent) | 1.65% | 0.50% | 0.26% |
Risk free interest rate, maximum (as a percent) | 2.17% | 1.50% | 1.40% |
Expected forfeiture rate (as a percent) | 21.40% | 23.50% | |
Intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options | |||
Intrinsic value of outstanding shares | $ 494 | ||
Intrinsic value of exercisable options | $ 494 | ||
Weighted average grant date fair value of options granted (in dollars per share) | $ 3.58 | $ 2.07 | $ 4.89 |
Intrinsic value of options exercised | $ 24,032 | $ 3,128 | $ 4,000 |
Service-based stock options expected to vest (in options) | 0.2 | ||
Employee and director options | Minimum | |||
Fair value assumptions | |||
Expected forfeiture rate (as a percent) | 22.20% | ||
Employee and director options | Maximum | |||
Fair value assumptions | |||
Expected forfeiture rate (as a percent) | 22.80% |
Equity Transactions - Restricte
Equity Transactions - Restricted Shares (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Unvested awards | |||
Stock price (in dollars per share) | $ 5.90 | ||
Restricted shares | |||
Restricted share activity | |||
Unvested restricted shares at the beginning of the period (in shares) | 2,661,245 | 2,367,187 | 1,897,827 |
Restricted shares granted (in shares) | 849,352 | 1,504,655 | 1,298,604 |
Restricted shares vested (in shares) | (748,266) | (715,188) | (343,204) |
Restricted shares cancelled (in shares) | (571,900) | (495,409) | (486,040) |
Unvested restricted shares at the end of the period (in shares) | 2,190,431 | 2,661,245 | 2,367,187 |
Weighted-Average Fair Value | |||
Unvested restricted shares at the beginning of the period (in dollars per share) | $ 9.34 | $ 16.08 | $ 24.96 |
Granted (in dollars per share) | 8.78 | 5.54 | 10.04 |
Restricted shares vested (in dollars per share) | 11.04 | 16.09 | 27.50 |
Restricted shares cancelled (in dollars per share) | 9.81 | 20.25 | 26.54 |
Unvested restricted shares at the end of the period (in dollars per share) | $ 8.42 | $ 9.34 | $ 16.08 |
Unvested awards | |||
Intrinsic value of unvested restricted shares | $ 12.9 | ||
Weighted average remaining contractual life of unvested restricted shares | 8 years 4 months 15 days | ||
Service-based restricted stock options expected to vest (in options) | 1,200,000 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Fair value measurement | ||
Gain on financial assets | $ 600,000 | |
Recurring basis | Level 1 | ||
Fair value measurement | ||
Assets, fair value | 0 | $ 0 |
Liabilities, fair value | 0 | 0 |
Recurring basis | Level 2 | ||
Fair value measurement | ||
Assets, fair value | 0 | 0 |
Liabilities, fair value | $ 0 | $ 0 |
Fair Value Measurement - Change
Fair Value Measurement - Changes in Level 3 Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value of financial assets | $ 573 | $ 0 | $ 0 |
Recurring basis | Level 3 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at September 30, 2016 | 2,200 | ||
Acquisition of financial assets | 2,662 | ||
Settlements | (4,944) | ||
Change in fair value of financial assets | 573 | ||
Balance at September 30, 2017 | $ 491 | $ 2,200 |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) | 12 Months Ended | ||
Sep. 30, 2017USD ($)item | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Accumulated OCI | |||
Foreign currency exchange rate changes | $ 240,000 | $ 0 | |
Information about plan assets | |||
Actual (as a percent) | 100.00% | ||
Equity securities | |||
Information about plan assets | |||
Actual (as a percent) | 43.70% | ||
Defined benefit plan number of pooled funds | item | 1 | ||
Percentage of UK company shares (as a percentage) | 70.00% | ||
Defined benefit plan pooled funds strategy percentage to be invested in international securities (as a percentage) | 30.00% | ||
Fixed-income securities | |||
Information about plan assets | |||
Actual (as a percent) | 54.90% | ||
Defined benefit plan number of pooled funds | item | 1 | ||
Cash equivalents | |||
Information about plan assets | |||
Actual (as a percent) | 1.40% | ||
Defined benefit pension plan | |||
Net periodic benefit cost recognized | |||
Interest cost | $ 582,000 | 814,000 | $ 964,000 |
Expected return on plan assets | (826,000) | (1,066,000) | (1,186,000) |
Total net periodic benefit | (244,000) | (252,000) | (222,000) |
Change in benefit obligation | |||
Beginning balance | 26,321,000 | 24,069,000 | |
Interest cost | 582,000 | 814,000 | 964,000 |
Benefits paid | (718,000) | (1,246,000) | |
Actuarial loss/(gain) | (1,861,000) | 5,999,000 | |
Foreign currency exchange rate changes | 761,000 | (3,315,000) | |
Ending balance | 25,085,000 | 26,321,000 | 24,069,000 |
Change in plan assets | |||
Beginning balance at fair value | 25,767,000 | 24,537,000 | |
Actual return on plan assets | 569,000 | 4,831,000 | |
Benefits paid | (718,000) | (1,246,000) | |
Employer's contributions | 552,000 | 1,482,000 | |
Foreign currency exchange rate changes | 773,000 | (3,837,000) | |
Ending balance at fair value | 26,943,000 | 25,767,000 | 24,537,000 |
Overfunded (underfunded) status of the plan | 1,859,000 | (554,000) | |
Accumulated OCI | |||
Accumulated OCI at beginning of year | 1,226,000 | (1,321,000) | |
Net actuarial (gains)/losses | (1,589,000) | 2,547,000 | |
Accumulated OCI at end of year | (123,000) | $ 1,226,000 | $ (1,321,000) |
Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost | |||
Estimated amounts to be amortized from accumulated other comprehensive income (loss) into net periodic benefit cost during next fiscal year | $ 0 | ||
Defined Benefit Plan, Assumptions Used in Calculations [Abstract] | |||
Discount rate (as a percentage) | 2.70% | 2.30% | |
Expected return on plan assets (as a percentage) | 3.80% | 3.20% | |
Increases to non-GMP pensions in payment accrued pre 4/6/97 (as a percentage) | 0.00% | 0.00% | |
Increases to non-GMP pensions in payment accrued post 4/6/97 (as a percentage) | 2.10% | 2.00% | |
Rate of increases to deferred CPI linked benefits (as a percentage) | 2.10% | 2.00% | |
Rate of increases to deferred RPI linked benefits (as a percentage) | 3.20% | 3.10% | |
Defined benefit plan long term rate of improvement (as a percentage) | 1.50% | ||
Expected benefit payments over the next 10 years | |||
2,018 | $ 751,000 | ||
2,019 | 767,000 | ||
2,020 | 791,000 | ||
2,021 | 687,000 | ||
2,022 | 749,000 | ||
2023 through 2027 | 4,362,000 | ||
Total | $ 8,107,000 | ||
Defined benefit pension plan | Males | |||
Defined Benefit Plan, Assumptions Used in Calculations [Abstract] | |||
Defined benefit plan mortality rate (as a percentage) | 100.00% | ||
Defined benefit pension plan | Females | |||
Defined Benefit Plan, Assumptions Used in Calculations [Abstract] | |||
Defined benefit plan mortality rate (as a percentage) | 105.00% |
Defined Benefit Pension Plan -
Defined Benefit Pension Plan - Fair Value Estimates (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Total | ||
Defined benefit pension plan | ||
Fair values | $ 26,944 | $ 25,767 |
Level 1 | ||
Defined benefit pension plan | ||
Fair values | 371 | 531 |
Level 2 | ||
Defined benefit pension plan | ||
Fair values | 26,573 | 25,236 |
Equity securities | Total | ||
Defined benefit pension plan | ||
Fair values | 11,778 | 10,087 |
Equity securities | Level 2 | ||
Defined benefit pension plan | ||
Fair values | 11,778 | 10,087 |
Fixed-income securities | Total | ||
Defined benefit pension plan | ||
Fair values | 14,795 | 15,149 |
Fixed-income securities | Level 2 | ||
Defined benefit pension plan | ||
Fair values | 14,795 | 15,149 |
Cash equivalents | Total | ||
Defined benefit pension plan | ||
Fair values | 371 | 531 |
Cash equivalents | Level 1 | ||
Defined benefit pension plan | ||
Fair values | $ 371 | $ 531 |
Guarantees (Details)
Guarantees (Details) £ in Millions | Mar. 31, 2015GBP (£) |
Guarantees [Abstract] | |
Guarantee Obligation Value, maximum | £ 10 |
- Narrative (Details)
- Narrative (Details) | Sep. 25, 2017USD ($) | Jan. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 16, 2017ft² |
Business Disposition | |||||||
Asset impairment | $ 1,963,000 | $ 18,998,000 | $ 147,414,000 | ||||
Reversal of earn-out liability | 954,000 | 0 | 0 | ||||
Restructuring charges | 4,223,000 | $ 300,000 | |||||
Restructuring reserve | $ 3,180,000 | 3,180,000 | 0 | ||||
Other Operating Expense | |||||||
Business Disposition | |||||||
Cease use charge | 2,000,000 | ||||||
IronDirect | |||||||
Business Disposition | |||||||
Asset impairment | 900,000 | 0 | |||||
Impairment of contract intangible asset | 1,200,000 | ||||||
TruckCenter | Operating Expense | |||||||
Business Disposition | |||||||
Restructuring costs | $ 900,000 | ||||||
Contract Intangible | IronDirect | |||||||
Business Disposition | |||||||
Impairment of contract intangible asset | 1,200,000 | ||||||
Leasehold Improvements | IronDirect | |||||||
Business Disposition | |||||||
Impairment of long-lived assets | 600,000 | ||||||
Occupancy Cost | |||||||
Business Disposition | |||||||
Restructuring charges | 2,616,000 | ||||||
Restructuring reserve | 1,988,000 | 1,988,000 | 0 | ||||
Occupancy Cost | CAG | |||||||
Business Disposition | |||||||
Restructuring charges | 0 | ||||||
Restructuring reserve | 0 | 0 | 0 | ||||
Occupancy Cost | TruckCenter | |||||||
Business Disposition | |||||||
Restructuring costs | 600,000 | ||||||
Employee Severance | |||||||
Business Disposition | |||||||
Restructuring charges | 1,607,000 | ||||||
Restructuring reserve | 1,192,000 | 1,192,000 | 0 | ||||
Employee Severance | CAG | |||||||
Business Disposition | |||||||
Restructuring costs | 600,000 | ||||||
Restructuring charges | 1,037,000 | ||||||
Restructuring reserve | 793,000 | 793,000 | $ 0 | ||||
Employee Severance | CAG | Severance Agreement | |||||||
Business Disposition | |||||||
Restructuring costs | $ 300,000 | ||||||
Employee Severance | IronDirect | |||||||
Business Disposition | |||||||
Restructuring costs | 100,000 | ||||||
Employee Severance | TruckCenter | |||||||
Business Disposition | |||||||
Restructuring costs | 200,000 | ||||||
Long-Lived Asset Impairment | TruckCenter | |||||||
Business Disposition | |||||||
Restructuring costs | $ 100,000 | ||||||
Legal and Administrative Costs | CAG | |||||||
Business Disposition | |||||||
Restructuring costs | $ 100,000 | ||||||
General and administrative | |||||||
Business Disposition | |||||||
Restructuring charges | 3,700,000 | ||||||
Sales and marketing | |||||||
Business Disposition | |||||||
Restructuring charges | 300,000 | ||||||
Technology and operations | |||||||
Business Disposition | |||||||
Restructuring charges | 200,000 | ||||||
Office space | Bethesda, Maryland | |||||||
Business Disposition | |||||||
Number of square feet | ft² | 18,412 | ||||||
Office space | DISTRICT OF COLUMBIA | Other Operating Expense | |||||||
Business Disposition | |||||||
Cease use charge | $ 2,000,000 |
Business Realignment Expenses -
Business Realignment Expenses - Activity in Liability for Business Realignment Initiatives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2015 | |
Business realignment expenses rollforward | ||
Liability Balance, beginning | $ 0 | |
Business Realignment Expenses | 4,223 | $ 300 |
Cash Payments | (1,043) | |
Liability Balance, ending | 3,180 | |
Employee severance and benefit costs: | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 0 | |
Business Realignment Expenses | 1,607 | |
Cash Payments | (415) | |
Liability Balance, ending | 1,192 | |
Occupancy costs: | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 0 | |
Business Realignment Expenses | 2,616 | |
Cash Payments | (628) | |
Liability Balance, ending | 1,988 | |
CAG | Employee severance and benefit costs: | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 0 | |
Business Realignment Expenses | 1,037 | |
Cash Payments | (244) | |
Liability Balance, ending | 793 | |
CAG | Occupancy costs: | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 0 | |
Business Realignment Expenses | 0 | |
Cash Payments | 0 | |
Liability Balance, ending | 0 | |
Corporate & Other | Employee severance and benefit costs: | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 0 | |
Business Realignment Expenses | 570 | |
Cash Payments | (171) | |
Liability Balance, ending | 399 | |
Corporate & Other | Occupancy costs: | ||
Business realignment expenses rollforward | ||
Liability Balance, beginning | 0 | |
Business Realignment Expenses | 2,616 | |
Cash Payments | (628) | |
Liability Balance, ending | $ 1,988 |
Segment Information - Narrative
Segment Information - Narrative (Details) - reportablesegment | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||||
Reportable segments (in segments) | 3 | 1 | 3 | |
Reportable segments percentage of revenue | 99.00% |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 188,570 | $ 233,828 | $ 315,668 | ||||||||
Fee revenue | 81,445 | 82,626 | 81,457 | ||||||||
Total revenue from operations | $ 61,364 | $ 65,520 | $ 72,335 | $ 70,796 | $ 78,513 | $ 85,188 | $ 86,878 | $ 65,875 | 270,015 | 316,454 | 397,125 |
Gross profit | 124,490 | 162,113 | 203,023 | ||||||||
Depreciation and amortization | 5,796 | 6,502 | 9,235 | ||||||||
Other operating expenses | 3,651 | 0 | 273 | ||||||||
Operating Segments | GovDeals | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Fee revenue | 26,853 | 22,802 | 20,577 | ||||||||
Total revenue from operations | 26,853 | 22,802 | 20,577 | ||||||||
Gross profit | 25,172 | 21,422 | 19,342 | ||||||||
Depreciation and amortization | 245 | 241 | 256 | ||||||||
Other operating expenses | 0 | 0 | 0 | ||||||||
Operating Segments | CAG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 100,160 | 140,210 | 177,770 | ||||||||
Fee revenue | 44,971 | 51,555 | 34,178 | ||||||||
Total revenue from operations | 145,131 | 191,765 | 211,949 | ||||||||
Gross profit | 71,934 | 109,373 | 135,829 | ||||||||
Depreciation and amortization | 1,222 | 1,837 | 2,107 | ||||||||
Other operating expenses | 465 | 0 | 84 | ||||||||
Operating Segments | RSCG | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 85,766 | 88,986 | 138,037 | ||||||||
Fee revenue | 9,265 | 5,232 | 23,776 | ||||||||
Total revenue from operations | 95,032 | 94,218 | 161,813 | ||||||||
Gross profit | 30,050 | 29,903 | 46,656 | ||||||||
Depreciation and amortization | 1,134 | 974 | 1,372 | ||||||||
Other operating expenses | 0 | 0 | 145 | ||||||||
Corporate & Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 2,644 | 4,632 | (139) | ||||||||
Fee revenue | 356 | 3,037 | 2,925 | ||||||||
Total revenue from operations | 2,999 | 7,669 | 2,786 | ||||||||
Gross profit | (2,666) | 1,415 | 1,197 | ||||||||
Depreciation and amortization | 3,195 | 3,449 | 5,500 | ||||||||
Other operating expenses | $ 3,187 | $ 0 | $ 44 |
Segment Information - Reconcili
Segment Information - Reconciliation from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Abstract] | |||||||||||
Total revenue | $ 61,364 | $ 65,520 | $ 72,335 | $ 70,796 | $ 78,513 | $ 85,188 | $ 86,878 | $ 65,875 | $ 270,015 | $ 316,454 | $ 397,125 |
Gross profit | 124,490 | 162,113 | 203,023 | ||||||||
Operating expenses | 160,839 | 196,231 | 346,965 | ||||||||
Total costs and expenses | 3,651 | 0 | 273 | ||||||||
Interest (income) expense and other expense, net | (362) | (1,217) | 171 | ||||||||
(Benefit) provision for income taxes | (451) | 27,025 | (39,571) | ||||||||
Net loss | $ (13,924) | $ (8,614) | $ (8,252) | $ (8,397) | $ (53,755) | $ (124) | $ (850) | $ (5,197) | $ (39,187) | $ (59,926) | $ (104,815) |
Segment Information - Schedul77
Segment Information - Schedule of Revenues by Country (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 61,364 | $ 65,520 | $ 72,335 | $ 70,796 | $ 78,513 | $ 85,188 | $ 86,878 | $ 65,875 | $ 270,015 | $ 316,454 | $ 397,125 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | 240,102 | 281,328 | 366,149 | ||||||||
Rest of the world | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue | $ 29,913 | $ 35,126 | $ 30,976 |
Segment Information - Schedul78
Segment Information - Schedule of Total Segment Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Assets | $ 215,229 | $ 260,109 |
Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Assets | 43,262 | 38,828 |
Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Assets | 115,514 | 121,352 |
Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Assets | 39,766 | 0 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 16,687 | $ 99,929 |
Segment Information - Schedul79
Segment Information - Schedule of Total Long-Lived Assets by Geograpical Location (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2016 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 16,793 | $ 14,376 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 16,142 | 14,159 |
Rest of the world | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 650 | $ 217 |
Segment Information - Property
Segment Information - Property and Equipment, Additions by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | $ 7,805 | $ 6,090 |
Operating Segments | GovDeals | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | 223 | 242 |
Operating Segments | CAG | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | 938 | 39 |
Operating Segments | RSCG | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | 733 | 0 |
Corporate & Other | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment additions | $ 5,911 | $ 5,809 |
Quarterly Results (Unaudited)81
Quarterly Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Unaudited quarterly consolidated statement of operations | |||||||||||
Revenue from operations | $ 61,364 | $ 65,520 | $ 72,335 | $ 70,796 | $ 78,513 | $ 85,188 | $ 86,878 | $ 65,875 | $ 270,015 | $ 316,454 | $ 397,125 |
Loss before provision for income taxes from operations | (14,466) | (8,573) | (8,305) | (8,294) | (24,291) | (141) | (1,117) | (7,351) | (39,638) | (32,901) | (144,386) |
Net loss | $ (13,924) | $ (8,614) | $ (8,252) | $ (8,397) | $ (53,755) | $ (124) | $ (850) | $ (5,197) | $ (39,187) | $ (59,926) | $ (104,815) |
Unaudited quarterly consolidated statement of operations | |||||||||||
Basic and diluted loss per common share (USD per share) | $ (0.44) | $ (0.27) | $ (0.26) | $ (0.27) | $ (1.75) | $ 0 | $ (0.03) | $ (0.17) | $ (1.25) | $ (1.96) | $ (3.50) |
Basic and diluted weighted average shares outstanding (in shares) | 31,503,349 | 31,485,599 | 31,361,122 | 31,261,603 | 30,740,977 | 30,726,554 | 30,594,940 | 30,490,670 |
Subsequent Event (Details)
Subsequent Event (Details) - Surplus Contract | Oct. 11, 2017contractoption | Sep. 30, 2017renewal_option |
Subsequent Event [Line Items] | ||
Number of renewal options | renewal_option | 3 | |
Non-rolling stock | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of contracts | contract | 2 | |
Term of contract (in years) | 2 years | |
Number of renewal options | option | 4 | |
Term of renewal options (in years) | 1 year |
SCHEDULE II - VALUATION AND Q83
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Deferred tax valuation allowance (deducted from net deferred tax assets) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | $ 44,257 | $ 8,474 | $ 7,216 |
Charged (credited) to expense | 10,122 | 35,783 | 1,258 |
Balance at end of period | 54,379 | 44,257 | 8,474 |
Allowance for doubtful accounts (deducted from accounts receivable) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 718 | 471 | 1,042 |
Charged (credited) to expense | 357 | 247 | 1,243 |
Reductions | (407) | 0 | (1,814) |
Balance at end of period | 668 | 718 | 471 |
Inventory allowance (deducted from inventory) | |||
Activity in valuation and qualifying accounts | |||
Balance at beginning of period | 3,446 | 770 | 1,723 |
Charged (credited) to expense | 10,381 | 2,709 | (575) |
Reductions | (9,255) | (33) | (378) |
Balance at end of period | $ 4,572 | $ 3,446 | $ 770 |