Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | LIQUIDITY SERVICES INC | |
Entity Central Index Key | 1,235,468 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 32,101,731 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 99,677 | $ 94,348 |
Accounts receivable, net of allowance for doubtful accounts of $752 and $668 at March 31, 2018 and September 30, 2017, respectively | 6,146 | 11,598 |
Inventory | 10,099 | 20,736 |
Prepaid taxes | 2,491 | 2,466 |
Prepaid expenses and other current assets | 6,567 | 9,774 |
Total current assets | 124,980 | 138,922 |
Property and equipment, net | 15,859 | 16,793 |
Intangible assets, net | 411 | 427 |
Goodwill | 45,656 | 45,388 |
Net deferred long-term tax assets | 963 | 962 |
Other assets | 12,246 | 12,737 |
Total assets | 200,115 | 215,229 |
Current liabilities: | ||
Accounts payable | 18,974 | 13,099 |
Accrued expenses and other current liabilities | 19,219 | 30,193 |
Distributions payable | 2,575 | 3,081 |
Payables to sellers | 24,527 | 24,383 |
Total current liabilities | 65,295 | 70,756 |
Deferred taxes and other long-term liabilities | 6,683 | 11,837 |
Total liabilities | 71,978 | 82,593 |
Commitments and contingencies (Note 12) | 0 | 0 |
Stockholders’ equity: | ||
Common stock, $0.001 par value; 120,000,000 shares authorized; 31,993,077 shares issued and outstanding at March 31, 2018; 31,503,349 shares issued and outstanding at September 30, 2017 | 29 | 29 |
Additional paid-in capital | 229,850 | 227,264 |
Accumulated other comprehensive loss | (6,448) | (6,431) |
Retained earnings (accumulated deficit) | (95,294) | (88,226) |
Total stockholders’ equity | 128,137 | 132,636 |
Total liabilities and stockholders’ equity | $ 200,115 | $ 215,229 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 752 | $ 668 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 31,993,077 | 31,503,349 |
Common stock, shares outstanding (in shares) | 31,993,077 | 31,503,349 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 43,104 | $ 52,415 | $ 83,384 | $ 100,395 |
Fee revenue | 16,993 | 19,920 | 37,856 | 42,736 |
Total revenue | 60,097 | 72,335 | 121,240 | 143,131 |
Costs and expenses from operations: | ||||
Cost of goods sold | 28,727 | 34,564 | 56,358 | 66,835 |
Seller distributions | 3,859 | 4,960 | 7,171 | 9,508 |
Technology and operations | 15,955 | 21,075 | 34,055 | 42,968 |
Sales and marketing | 8,225 | 9,149 | 16,535 | 19,136 |
General and administrative | 7,456 | 8,230 | 15,028 | 18,087 |
Depreciation and amortization | 1,144 | 1,434 | 2,355 | 2,863 |
Other operating expenses | 311 | 1,319 | 1,770 | 391 |
Total costs and expenses | 65,677 | 80,731 | 133,272 | 159,788 |
Loss from operations | (5,580) | (8,396) | (12,032) | (16,657) |
Interest and other (income) expense, net | (304) | (91) | (729) | (102) |
Loss before provision (benefit) for income taxes | (5,276) | (8,305) | (11,303) | (16,555) |
Provision (benefit) for income taxes | 379 | (53) | (4,436) | 50 |
Net loss | $ (5,655) | $ (8,252) | $ (6,867) | $ (16,605) |
Basic and diluted loss per common share (in dollars per share) | $ (0.18) | $ (0.26) | $ (0.22) | $ (0.53) |
Basic and diluted weighted average shares outstanding (in shares) | 31,972,752 | 31,361,122 | 31,924,149 | 31,310,816 |
Unaudited Consolidated Stateme5
Unaudited Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (5,655) | $ (8,252) | $ (6,867) | $ (16,605) |
Other comprehensive income (loss): | ||||
Foreign currency translation | 35 | 248 | (16) | (391) |
Other comprehensive income (loss), net of taxes | 35 | 248 | (16) | (391) |
Comprehensive loss | $ (5,620) | $ (8,004) | $ (6,883) | $ (16,996) |
Unaudited Consolidated Stateme6
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities | ||
Net loss | $ (6,867) | $ (16,605) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,355 | 2,863 |
Stock compensation expense | 2,698 | 3,899 |
Provision for inventory allowance | 1,841 | 4,636 |
Provision for doubtful accounts | 181 | (150) |
Deferred tax benefit | (4,915) | 0 |
Impairment of intangible assets | 0 | 142 |
Change in fair value of financial instruments | 90 | (749) |
Gain from sale of property and equipment | (481) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,272 | (1,566) |
Inventory | 8,796 | 498 |
Prepaid and deferred taxes | (26) | (53) |
Prepaid expenses and other assets | 3,608 | (204) |
Accounts payable | 5,875 | 2,838 |
Accrued expenses and other current liabilities | (11,171) | (11,299) |
Distributions payable | (506) | 3,016 |
Payables to sellers | 144 | (1,055) |
Other liabilities | (372) | (564) |
Net cash provided by (used in) operating activities | 6,522 | (14,353) |
Investing activities | ||
Increase in intangibles | (19) | (41) |
Purchases of property and equipment, including capitalized software | (1,580) | (3,959) |
Proceeds from sales of property and equipment | 662 | 0 |
Net cash used in investing activities | (937) | (4,000) |
Financing activities | ||
Proceeds from exercise of common stock options (net of tax) | 12 | 79 |
Net cash provided by financing activities | 12 | 79 |
Effect of exchange rate differences on cash and cash equivalents | (268) | (129) |
Net increase (decrease) in cash and cash equivalents | 5,329 | (18,403) |
Cash and cash equivalents at beginning of period | 94,348 | 134,513 |
Cash and cash equivalents at end of period | 99,677 | 116,110 |
Supplemental disclosure of cash flow information | ||
Cash paid for income taxes, net | $ 505 | $ 193 |
Organization
Organization | 6 Months Ended |
Mar. 31, 2018 | |
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 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, as well as self-service tools for its sellers. The Company organizes the products on its marketplaces into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, fleet and transportation equipment and specialty equipment. The Company’s marketplaces are www.liquidation.com, www.govliquidation.com, www.govdeals.com, www.networkintl.com, www.secondipity.com, www.go-dove.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. The Company has three reportable segments, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), and GovDeals. See Note 13 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 than the Company, 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 or scrap assets or to otherwise terminate or elect not to renew their contracts with the Company. The Company has evaluated subsequent events through the date that these financial statements were issued and filed with the Securities and Exchange Commission. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal, recurring adjustments considered necessary for a fair presentation have been included. The information disclosed in the notes to the consolidated financial statements for these periods is unaudited. Operating results for the three and six months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018 or for any future period. In the Consolidated Statements of Operations, revenue from the resale of inventory that the Company purchases from sellers is recognized within “Revenue”. Commission fees from the sale of inventory that the Company sells on a consignment basis and other non-consignment fee revenue, which is largely made up of service revenue, is recognized within “Fee Revenue”. New Accounting Pronouncements Accounting Standards Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718) . This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies and an accounting policy election for forfeitures. As part of the new guidance: • Excess tax benefits or deficiencies arising from share-based awards are reflected in the condensed consolidated statements of operations as income tax expense rather than within stockholders’ equity. • Excess tax benefits will be presented as an operating activity on the statement of cash flows rather than as a financing activity. • A forfeiture election will be made to either estimate forfeitures (similar to the requirement in effect prior to adoption of the update) or recognize actual forfeitures as they occur. Entities will apply the forfeiture election provision using a modified retrospective transition approach, with a cumulative effect adjustment recorded to retained earnings as of the beginning of the period of adoption. • Methods used to satisfy statutory tax withholding requirements by employers who withhold shares upon settlement of an award on behalf of an employee to cover tax obligations are broadened to allow for a range of withholding from the minimum to the maximum statutory allowable amounts. The Company adopted the remaining provisions of this guidance during the first quarter of fiscal 2018 as follows: • Excess tax benefits arising from share-based awards are reflected within the Consolidated Statements of Operations as income tax expense; adopted prospectively, with no impact to prior year amounts; • Excess tax benefits are presented as an operating activity on the statement of cash flows; adopted prospectively. As part of its adoption of ASU 2016-09, the Company made an accounting policy election to change the way in which it accounts for forfeitures of share-based awards. Specifically, beginning in the first quarter of fiscal 2018, the Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings as of October 1, 2017 of approximately $0.2 million . Accounting Standards Not Yet Adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance will become effective for the Company beginning on October 1, 2018. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of this standard to have a material effect upon the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes most existing revenue recognition guidance under GAAP. The new standard will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. The guidance may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. During the fiscal year ended September 30, 2017, the Company initiated a formal project to assess the new standard, which is being completed in three phases: an assessment phase, design phase, and implementation phase. The Company has completed the assessment phase of its project, which consisted of reviewing a representative sample of contracts, engaging in discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The 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 has 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 the Company provides 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 its assessment of the new standard. The Company does not yet know and cannot reasonably estimate the quantitative impact of adoption of the new standard on the consolidated financial statements. This guidance will become effective for the Company beginning on October 1, 2018, which is when the Company must adopt the new standard. The Company intends to adopt the new standard on a modified retrospective basis. This determination is subject to change based on finalization of the Company's design and implementation phases. In February 2016, the FASB issued ASU 2016-2, Leases . ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-2 will require organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-2 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The guidance will be effective for the Company beginning on October 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the new standard and the effect that adoption of the standard is expected to have on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) . Under ASU 2017-04 the entity is required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity is required to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity is required to consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company beginning on October 1, 2020. The Company is currently evaluating the methods of adoption allowed by the new standard 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. The adoption of the standard is expected to have an insignificant impact on the Company’s consolidated financial statements and related disclosures. Promissory Note 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 five -year interest bearing promissory note to the Company. Of the $12.3 million , $2.5 million has been repaid. Of the remaining $9.8 million , $8.3 million is recorded in Other assets, and $1.5 million in Prepaid expenses and other current assets as of March 31, 2018 . 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 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 within Accounts payable and 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 in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. During the six months ended March 31, 2018 , the Company had two material vendor contracts with the Department of Defense (DoD) under which it acquired, managed and sold government property, the Surplus Contract and the Scrap Contract. Revenue from the sale of property acquired, as well as provision of services, under the Surplus Contract accounted for approximately 19.3% and 27.1% of the Company's consolidated revenue for the three months ended March 31, 2018 and 2017 , respectively, and for approximately 22.9% and 28.5% of the Company's consolidated revenue for the six months ended March 31, 2018 and 2017 , respectively. Revenue from the sale of property acquired under the Scrap Contract accounted for approximately 10.0% and 10.6% of the Company's consolidated revenue for the three months ended March 31, 2018 and 2017 , respectively, and 9.2% and 10.3% of the Company's consolidated revenue for the six months ended March 31, 2018 and 2017 , respectively. These contracts are included within the Company's CAG segment. See Note 3, Significant Contracts, for further information related to the wind-down of the Surplus Contract. Additionally, the Company has a vendor contract with Amazon.com, Inc. under which the Company acquires and sells commercial merchandise. The property purchased under this contract represented approximately 28.7% and 23.5% of cost of goods sold for the three months ended March 31, 2018 and 2017 , respectively, and 24.1% and 20.8% of cost of goods sold for the six months ended March 31, 2018 and 2017 , respectively. This contract is included within the Company's RSCG segment. Earnings per Share The Company calculates net income (loss) per share in accordance with 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 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, and the amount of compensation cost for future service not yet recognized by the Company are 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. For the three and six months ended March 31, 2018 and 2017 , the basic and diluted weighted average common shares were the same because the inclusion of dilutive securities in the computation of diluted net income would have been anti-dilutive. See Note 7 for outstanding stock options and unvested restricted stock, all of which are anti-dilutive for the three and six months ended March 31, 2018 and 2017 . The following summarizes the basic and diluted loss per share: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 (Unaudited) (dollars in thousands, except per share amounts) Weighted average shares calculation: Basic weighted average common shares outstanding 31,972,752 31,361,122 31,924,149 31,310,816 Treasury stock effect of options and restricted stock — — — — Diluted weighted average common shares outstanding 31,972,752 31,361,122 31,924,149 31,310,816 Net loss $ (5,655 ) $ (8,252 ) $ (6,867 ) $ (16,605 ) Basic and diluted loss per common share $ (0.18 ) $ (0.26 ) $ (0.22 ) $ (0.53 ) Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The Company issues stock options and stock appreciation rights with restrictions that lapse upon either the passage of time (service vesting conditions), the achievement of performance targets (performance vesting conditions), or some combination thereof. In addition, the Company issues stock options that vest upon the achievement of certain Company stock price targets (market vesting conditions). The fair value of stock options and stock appreciation rights with service and/or performance vesting conditions is determined using the Black-Scholes option-pricing model. For those stock options with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For stock options with both performance and service vesting conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. The Company issues restricted stock units with service vesting conditions, performance vesting conditions, and market vesting conditions, or some combination thereof. For those restricted stock units with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. 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 fair value of restricted stock units with service vesting and/or performance vesting is based on the closing price of the Company’s common stock on the date of grant. For the Company's stock options and restricted stock units with market vesting conditions, the ultimate number of shares to be earned depends on the Company's total shareholder return during the performance period. The fair value of these stock options and restricted stock units is estimated on the grant date using a Monte Carlo simulation model. The Company recognizes compensation cost for stock options and restricted stock units with market vesting conditions over the derived service period. The determination of the fair value of the Company’s stock options and stock appreciation rights with service and performance vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the date of grant, expected stock price volatility over the expected life of units, and actual and projected exercise behavior. The determination of the fair value of the Company’s stock options and restricted stock units with service and market vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the grant date, expected stock price volatility, risk free interest rate, dividend yield, and projected exercise behavior. Upon adoption of ASU 2016-09, in the first quarter of fiscal 2018, the Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings of $0.2 million as of October 1, 2017. Stock options and restricted stock units that contain performance vesting or market vesting conditions are excluded from, diluted earnings per share computations until the applicable contingency is met as of the end of that reporting period. The Company presents the cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as an operating activity in the Consolidated Statements of Cash Flows. |
Significant Contracts
Significant Contracts | 6 Months Ended |
Mar. 31, 2018 | |
Contractors [Abstract] | |
Significant Contracts | Significant Contracts The Company has two material vendor contracts with the DoD, the Surplus Contract and the Scrap Contract. The Surplus Contract is a competitive-bid contract under which the Company acquires, manages and sells usable DoD surplus personal property turned into the DLA. Surplus property generally consists of items determined by the DoD to be no longer needed, and not claimed for reuse by any federal agency, such as electronics, industrial equipment, office supplies, scientific and medical equipment, aircraft parts, clothing and textiles. The Surplus Contract requires the Company to purchase all usable surplus property offered to the Company by the DoD at 4.35% of the DoD's original acquisition value. The Company 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 $4.2 million and $6.8 million as of March 31, 2018 and September 30, 2017 , respectively. On October 11, 2017, the DLA published a Request for Technical Proposal (“RFTP”) and draft Invitation for Bid (“IFB”) for the sale of surplus, useable non-rolling stock property. The RFTP and IFB related to the DLA’s award of two term contracts. On December 5, 2017, the DLA determined that the Company was not the high bidder for either of the two contracts. The Company made its final inventory purchase under the Surplus Contract during December 2017 and is currently in the process of winding down the Surplus Contract. The wind-down is expected to be completed within fiscal 2018. Revenue from the Surplus Contract accounted for approximately 19.3% and 27.1% of the Company's consolidated revenue for the three months ended March 31, 2018 and 2017 , respectively, and for approximately 22.9% and 28.5% of the Company's consolidated revenue for the six months ended March 31, 2018 and 2017 , respectively. 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 that 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 Company commenced operations under this contract in the quarter ended December 31, 2016, the first quarter of fiscal year 2017. Revenue from the Scrap Contract accounted for approximately 10.0% and 10.6% of the Company's consolidated revenue for the three months ended March 31, 2018 and 2017 , respectively, and 9.2% and 10.3% of the Company's consolidated revenue for the six months ended March 31, 2018 and 2017 , respectively. |
Goodwill
Goodwill | 6 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. The following table presents goodwill balances and foreign currency translation adjustments to those balances during the six months ended March 31, 2018 : Goodwill (in thousands) CAG GovDeals Total Balance at September 30, 2017 $ 21,657 $ 23,731 $ 45,388 Translation adjustments 268 — 268 Balance at March 31, 2018 $ 21,925 $ 23,731 $ 45,656 As part of the Company's fiscal year 2017 annual goodwill impairment assessment, the Company determined that certain events required performing a step one evaluation of goodwill to identify potential impairment. After performing the step one test, the Company concluded its remaining reporting units with goodwill had fair values as of July 1, 2017, that substantially exceeded their respective book values. During the six months ended March 31, 2018, the Company did not identify any indicators of impairment that required performing a step one evaluation. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Mar. 31, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible Assets | Intangible Assets The components of identifiable intangible assets as of March 31, 2018 and September 30, 2017 are as follows: March 31, 2018 September 30, 2017 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Patent and trademarks 3 - 10 795 (384 ) 411 943 (516 ) 427 Total intangible assets $ 795 $ (384 ) $ 411 $ 943 $ (516 ) $ 427 Future expected amortization of intangible assets at March 31, 2018 is as follows: Future Amortization Years ending September 30, (in thousands) 2018 Remaining six months $ 35 2019 66 2020 63 2021 77 2022 and thereafter 170 Total $ 411 Intangible assets amortization expense was approximately $0.02 million and $0.4 million for the three months ended March 31, 2018 and 2017 , respectively. Intangible assets amortization expense was approximately $0.04 million and $0.6 million for the six months ended March 31, 2018 and 2017 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“the Act”) was signed into law. The Act reduces the corporate tax rate from 35% to 21% . During the three months ending December 31, 2017, the Company revised its estimated annual effective tax rate to reflect this change in the statutory rate. The rate change is administratively effective at the beginning of the Company's 2018 fiscal year, using a blended rate of 24.53% . At March 31, 2018, the Company had not yet completed its accounting for the tax effects of the Act; however, in the following cases the Company has made a reasonable estimate of the Act's effects. The Company recognized a tax benefit of $3.5 million for the period ended December 31, 2017 as a result of adjusting its deferred tax balance to reflect the new corporate tax rate. In addition, the Act makes the alternative minimum tax (“AMT”) credit refundable in tax years beginning after 2017 and before 2022. As a result of this change, the Company reduced its valuation allowance on its AMT credits and recognized an income tax benefit of $1.7 million . The effect of the international provisions of the Act, which establish a territorial tax system and subjects certain foreign earnings on which US tax is currently deferred to a one-time transition tax, is uncertain. As a result, the Company has not recorded any provisional amounts in its financial statements for the three and six months ending March 31, 2018. The Company’s interim effective income tax rate is based on management’s best current estimate of the Company's expected annual effective income tax rate. The Company recorded a pre-tax loss in the first six months of fiscal year 2018 and its corresponding effective tax rate is approximately -6.5% before recognition of a $5.2 million tax benefit for the adjustment to its deferred tax balance and reduction to its valuation allowance on AMT credits resulting from the Act's changes to the tax law. 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 resolution 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. The Company identified no new uncertain tax positions during the six months ended March 31, 2018. 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. During the six months ended March 31, 2018, the Company closed its federal and state income tax examinations for fiscal years 2012 through 2015 without incurring any material tax liability. As of March 31, 2018, none of the Company's federal or state income tax returns are under examination. The statute of limitations for U.S. federal income tax returns for years prior to fiscal 2014 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal 2014 may be adjusted upon examination by tax authorities if they are utilized. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Program The Company is authorized to repurchase issued and outstanding shares of its common stock under a share repurchase program approved by the Company's 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 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 six months ended March 31, 2018 or 2017. As of March 31, 2018 , the Company may repurchase an additional $10.1 million in shares under this program. 2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) Under the 2006 Omnibus Long-Term Incentive Plan, or the 2006 Plan, as amended, 13,000,000 shares of common stock were available for issuance as of September 30, 2016. 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 , to a total of 16,300,000 shares. The 2006 Plan has a fungible share pool so that awards other than options or stock appreciation rights granted would be counted as 1.5 shares from the shares reserved for issuance. 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 with restrictions that lapse upon either the passage of time (service vesting), achievement of performance targets (performance vesting), or some combination of these conditions. For those stock appreciation rights with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards subject to both performance and service vesting conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance vesting condition will be met. The stock appreciation rights that include only service vesting conditions generally vest over a period of one to four years conditioned on continued employment for the incentive period. Cash-Settled Stock Appreciation Rights During the six months ended March 31, 2018 , the Company did not issue any cash-settled stock appreciation rights and 272,904 cash-settled stock appreciation rights were forfeited. During fiscal year 2017, the Company issued 218,550 cash-settled stock appreciation rights at the price of $10.30 , and 234,313 cash-settled stock appreciation rights were forfeited. Cash-settled stock appreciation rights are recorded as liability awards. Stock Option Activity A summary of the Company’s stock option activity for the six months ended March 31, 2018 , and year ended September 30, 2017 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2016 1,708,487 $ 13.91 Options granted 232,845 9.18 Options exercised (12,421 ) 7.41 Options canceled (223,938 ) 13.00 Options outstanding at September 30, 2017 1,704,973 13.43 Options granted 546,644 4.71 Options exercised (1,762 ) 6.63 Options canceled (265,477 ) 12.76 Options outstanding at March 31, 2018 1,984,378 $ 11.12 Options exercisable at March 31, 2018 1,110,426 $ 15.09 The intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options at March 31, 2018 is approximately $1.0 million and 6.32 years, and $0.05 million and 5.25 years, respectively, based on a stock price per share of $6.50 on March 31, 2018 . Over the last three years, volatility rates have ranged from 51.49% to 77.92% , the dividend rate has been 0% , risk free interest rates have ranged from 0.26% to 2.17% and expected forfeiture rates have ranged from 21.38% to 23.54% . Upon adoption of ASU 2016-09, beginning in the first quarter of fiscal 2018, the Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. Restricted Share Activity A summary of the Company’s restricted share activity for the six months ended March 31, 2018 , and year ended September 30, 2017 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2016 2,661,245 $ 9.34 Restricted shares granted 849,352 8.78 Restricted shares vested (748,266 ) 11.04 Restricted shares canceled (571,900 ) 9.81 Unvested restricted shares at September 30, 2017 2,190,431 8.42 Restricted shares granted 497,561 6.59 Restricted shares vested (487,966 ) 9.30 Restricted shares canceled (376,758 ) 9.39 Unvested restricted shares at March 31, 2018 1,823,268 $ 7.49 The intrinsic value and weighted average remaining contractual life in years of unvested restricted stock units at March 31, 2018 was approximately $11.9 million and 8.5 years years, respectively, based on a stock price per share of $6.50 on March 31, 2018 . |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company measures and records in the accompanying consolidated financial statements certain assets and liabilities at fair value on a recurring basis. Authoritative guidance issued by the FASB establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1 Quoted market prices in active markets for identical assets or liabilities; Level 2 Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. As of March 31, 2018 , and September 30, 2017 , the Company had no Level 1 or Level 2 assets or liabilities measured at fair value. As of September 30, 2017 , the Company had financial assets that were measured at fair value and were classified as Level 3 assets within the fair value hierarchy. The Company elected to record the financial assets using the fair value option under ASC 825, Financial Instruments . These financial assets represented 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 were 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 quarter ended March 31, 2018 are as follows (dollars in thousands): Level 3 Assets Balance at September 30, 2017 $ 491 Acquisition of financial assets — Settlements (401 ) Change in fair value of financial assets (90 ) Balance at March 31, 2018 $ — During the six months ended March 31, 2018, the Company recognized a loss of approximately $0.1 million on its financial assets. When valuing its Level 3 assets, the Company gives consideration to 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 around market demand for these assets which could involve a level of 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 | 6 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Defined Benefit Pension Plan | Defined Benefit Pension Plan Certain employees of Liquidity Services UK Limited (“GoIndustry”), which the Company acquired in July 2012, are covered by the Henry Butcher Pension Fund and Life Assurance Scheme (the “HB Pension Fund”), a qualified defined benefit pension plan. The net periodic benefit recognized for the three and six months ended March 31, 2018 and 2017 included the following components: Three Months Ended March 31, Six Months Ended March 31, Qualified Defined Benefit Pension Plan 2018 2017 2018 2017 (dollars in thousands) Service cost $ — $ — $ — $ — Interest cost 165 144 335 289 Expected return on plan assets (251 ) (206 ) (509 ) (411 ) Settlement cost (4 ) — (8 ) — Total net periodic (benefit) $ (90 ) $ (62 ) $ (182 ) $ (122 ) |
Guarantees
Guarantees | 6 Months Ended |
Mar. 31, 2018 | |
Guarantees [Abstract] | |
Guarantees | Guarantees During the second quarter of 2015, the Company issued a guarantee to GoIndustry (the "Subsidiary") and the Trustees (the “Trustees”) of the HB Pension Fund. 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 HB Pension Fund 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. As of March 31, 2018, the Company's plan assets exceeded plan liabilities by approximately $2.1 million . As of September 30, 2017, the Company's plan assets exceeded plan liabilities by approximately $1.9 million . The funded status of the HB Pension Fund as of September 30, 2017 , was disclosed in Note 12, Defined Benefit Pension Plan, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2017 . |
Business Realignment Expenses
Business Realignment Expenses | 6 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Business Realignment Expenses | Business Realignment Expenses During the fourth quarter of fiscal year 2017, the Company began to restructure its CAG business. The restructuring plan resulted in a reduction in force across a number of departments, including Sales, Marketing and Operations in both the US and in Europe. In connection with this restructuring, on September 25, 2017 the Company terminated the employment of the President of the CAG business. Pursuant to the terms of the Severance Agreement, the Company provided a severance package to the executive in the amount of $0.3 million . Overall, severance costs associated with this restructuring amounted to approximately $0.9 million . In addition, the restructuring plan calls for the closure of several offices and legal entities in Europe and Asia. Legal and administrative costs associated with the restructuring amounted to $0.1 million . The Company continued to implement its CAG cost cutting initiatives during the first six months of fiscal 2018. In addition, as discussed in Note 3, Significant Contracts, the Company was not the high bidder for the new surplus contracts, and therefore will be winding down operations of the Surplus Contract over the remainder of fiscal 2018. As a result, the Company recognized an additional $1.3 million in restructuring costs during the first six months of fiscal 2018, $0.8 million of which related to severance and occupancy cost as a result of the loss of the Surplus Contract. Restructuring costs associated with the restructuring plan were recognized within the other operating expense (income) line item in the consolidated statement of operations. This activity is included within 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 of contract intangibles, and $0.6 million of impairment of fixed assets. This expense was netted against a $0.9 million reversal of an earn-out liability. In addition to these impairments, and the restructuring of its IronDirect business model, the Company terminated the employment of the President and incurred severance costs of approximately $0.1 million , which is included within employee severance and benefit costs in the table below. During the first six months of fiscal 2018, the Company recorded restructuring costs of approximately $ 0.1 million related to occupancy and certain onerous contract costs related to its IronDirect business. On June 16, 2017, the Company entered into an agreement to sub-lease 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 from 1920 L Street NW, Washington DC, to the new Bethesda location. The Company ceased using the previous location as of September 30, 2017 and recognized a $2.0 million cease-use charge in its consolidated statements of operations at September 30, 2017, under the Other operating expenses line item. During the six months ended March 31, 2018 , the Company paid down the cease-use charge in the amount of approximately $0.7 million . This activity is presented under occupancy cost in the table below. During the first six months of fiscal 2018, the Company recognized an additional $0.5 million in severance cost primarily related to the restructuring of its Corporate IT department. This is recorded within the Corporate & Other line item below. The table below sets forth the significant components and activity in the liability for business realignment initiatives during the six months ended March 31, 2018 , on a segment and consolidated basis: (in thousands) Liability Balance at September 30, 2017 Business Realignment Expenses Cash Payments Liability Balance at March 31, 2018 Employee severance and benefit costs: CAG $ 793 $ 881 $ (1,372 ) $ 302 Corporate & Other 399 474 (820 ) 53 Total employee severance and benefit costs 1,192 1,355 (2,192 ) 355 Occupancy and other costs: CAG — 434 (96 ) 338 Corporate & Other 1,988 35 (585 ) 1,438 Total occupancy and other costs 1,988 469 (681 ) 1,776 Total business realignment $ 3,180 $ 1,824 $ (2,873 ) $ 2,131 The $1.8 million in employee severance and occupancy cost per the table above is recorded in Other operating expenses (income) in the Consolidated Statements of Operations. Of this $1.8 million in cost, approximately $0.6 million is associated with general and administrative, $0.2 million with sales and marketing, and $1.0 million with technology and operations activities. The Company expects that the majority of the remaining liability balance at March 31, 2018 , of approximately $2.1 million will be paid during fiscal year 2018, with the remainder in fiscal year 2019. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [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 the Company's 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 defendants answered the amended complaint, denying all allegations of wrong-doing. Plaintiffs’ class certification motion was granted, and defendants’ motion for partial summary judgment was denied, on September 6, 2017. On April 18, 2018, the parties reached an agreement in principle to settle this action, including the dismissal and release of all claims against all defendants, in exchange for the payment by the Company’s insurance carriers of $ 17 million to plaintiffs and the class. The agreement is subject to the negotiating of a definitive settlement agreement, preliminary approval of the proposed settlement by the District Court, final approval of such settlement by the District Court after notice to the class, and other customary conditions. There can be no assurance that the settlement will be finalized and approved and, even if approved, whether the conditions to effectiveness will be satisfied. 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 from us. 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 Company securities while in possession of material non-public information. On November 27, 2017, the Court of Chancery granted the defendants’ motion to dismiss. Following the dismissal of the putative derivative action discussed above, former plaintiffs Girardi and Slingerland sent the Company a letter dated January 5, 2018 (the “Shareholder Demand”) demanding that the Board of Directors take action to remedy purported breaches of fiduciary duties allegedly related to the claims asserted in the above-discussed securities class action and derivative actions. The Company acknowledged the Shareholder Demand on January 22, 2018. The Company’s Board of Directors has delegated to a special committee of the Board, comprised of independent directors who are not named in the letter, the initial evaluation of and the formulation of recommendations to the Board with respect to the Shareholder Demand. The special committee has retained counsel to assist and advise in connection with its work. |
Segment Information
Segment Information | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company provides operating results in three reportable segments: GovDeals, Capital Assets Group (CAG), and Retail Supply Chain Group (RSCG). These three segments constitute 98% of the Company's revenue as of March 31, 2018 , and each offers separately branded marketplaces to enable sellers to achieve channel marketing objectives to reach buyers. Across its segments, the Company offers its sellers two primary transaction models as well as a suite of services, and our revenues vary depending upon the models employed and the level of service required. A description of the reportable segments follows: • The GovDeals reportable segment provides self-service solutions in which sellers list their assets for sale without relying on our services, 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 that includes asset sales and marketing services. 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 a contractor of the Defense Logistics Agency (DLA) of the Department of Defense (DoD) are sold in this segment. CAG also offers a suite of services that includes surplus management, asset valuation, and asset sales and marketing services. Commercial sellers are located worldwide. This segment includes the Company's Network International, GoIndustry DoveBid, and Government Liquidation marketplaces. • The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods and retail capital assets. RSCG also offers a suite of services that includes returns management, asset recovery, and eCommerce services. This segment includes the Company's Liquidation.com, Liquidation.com DIRECT, and Secondipity marketplaces. Corporate & Other primarily consists of the Company's IronDirect and former TruckCenter operating segments which 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 the 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 CEO, 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: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 GovDeals: Revenue $ 7,092 $ 6,623 $ 14,133 $ 12,436 Gross profit $ 6,589 $ 6,209 $ 13,132 $ 11,648 CAG: Revenue $ 25,157 $ 37,072 $ 57,219 $ 79,578 Gross profit $ 12,458 $ 18,337 $ 30,062 $ 39,543 RSCG: Revenue $ 26,914 $ 27,090 $ 47,399 $ 48,501 Gross profit $ 8,616 $ 8,166 $ 15,344 $ 15,168 Corporate & Other: Revenue $ 934 $ 1,550 $ 2,489 $ 2,616 Gross profit $ (152 ) $ 99 $ (827 ) $ 429 Consolidated: Revenue $ 60,097 $ 72,335 $ 121,240 $ 143,131 Gross profit $ 27,511 $ 32,811 $ 57,711 $ 66,788 The following table presents a reconciliation between the reportable segments and the Company's consolidated results: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Reconciliation: Gross profit $ 27,511 $ 32,811 $ 57,711 $ 66,788 Operating Expenses 33,091 41,207 69,743 83,445 Interest and other (income) expense, net (304 ) (91 ) (729 ) (102 ) Provision (benefit) for income taxes 379 (53 ) (4,436 ) 50 Net loss $ (5,655 ) $ (8,252 ) $ (6,867 ) $ (16,605 ) |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal, recurring adjustments considered necessary for a fair presentation have been included. The information disclosed in the notes to the consolidated financial statements for these periods is unaudited. Operating results for the three and six months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending September 30, 2018 or for any future period. In the Consolidated Statements of Operations, revenue from the resale of inventory that the Company purchases from sellers is recognized within “Revenue”. Commission fees from the sale of inventory that the Company sells on a consignment basis and other non-consignment fee revenue, which is largely made up of service revenue, is recognized within “Fee Revenue”. |
New Accounting Pronouncements | New Accounting Pronouncements Accounting Standards Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718) . This update was issued as part of the FASB’s simplification initiative and affects all entities that issue share-based awards to their employees. The amendments in this update cover such areas as the recognition of excess tax benefits and deficiencies and an accounting policy election for forfeitures. As part of the new guidance: • Excess tax benefits or deficiencies arising from share-based awards are reflected in the condensed consolidated statements of operations as income tax expense rather than within stockholders’ equity. • Excess tax benefits will be presented as an operating activity on the statement of cash flows rather than as a financing activity. • A forfeiture election will be made to either estimate forfeitures (similar to the requirement in effect prior to adoption of the update) or recognize actual forfeitures as they occur. Entities will apply the forfeiture election provision using a modified retrospective transition approach, with a cumulative effect adjustment recorded to retained earnings as of the beginning of the period of adoption. • Methods used to satisfy statutory tax withholding requirements by employers who withhold shares upon settlement of an award on behalf of an employee to cover tax obligations are broadened to allow for a range of withholding from the minimum to the maximum statutory allowable amounts. The Company adopted the remaining provisions of this guidance during the first quarter of fiscal 2018 as follows: • Excess tax benefits arising from share-based awards are reflected within the Consolidated Statements of Operations as income tax expense; adopted prospectively, with no impact to prior year amounts; • Excess tax benefits are presented as an operating activity on the statement of cash flows; adopted prospectively. As part of its adoption of ASU 2016-09, the Company made an accounting policy election to change the way in which it accounts for forfeitures of share-based awards. Specifically, beginning in the first quarter of fiscal 2018, the Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings as of October 1, 2017 of approximately $0.2 million . Accounting Standards Not Yet Adopted In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This guidance will become effective for the Company beginning on October 1, 2018. The amendments in this update should be applied prospectively on or after the effective date. No disclosures are required at transition. The Company does not expect the adoption of this standard to have a material effect upon the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which supersedes most existing revenue recognition guidance under GAAP. The new standard will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. The guidance may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. During the fiscal year ended September 30, 2017, the Company initiated a formal project to assess the new standard, which is being completed in three phases: an assessment phase, design phase, and implementation phase. The Company has completed the assessment phase of its project, which consisted of reviewing a representative sample of contracts, engaging in discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The 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 has 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 the Company provides 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 its assessment of the new standard. The Company does not yet know and cannot reasonably estimate the quantitative impact of adoption of the new standard on the consolidated financial statements. This guidance will become effective for the Company beginning on October 1, 2018, which is when the Company must adopt the new standard. The Company intends to adopt the new standard on a modified retrospective basis. This determination is subject to change based on finalization of the Company's design and implementation phases. In February 2016, the FASB issued ASU 2016-2, Leases . ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-2 will require organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-2 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The guidance will be effective for the Company beginning on October 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the new standard and the effect that adoption of the standard is expected to have on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) . Under ASU 2017-04 the entity is required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity is required to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity is required to consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company beginning on October 1, 2020. The Company is currently evaluating the methods of adoption allowed by the new standard 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. The adoption of the standard is expected to have an insignificant impact on the Company’s consolidated financial statements and related disclosures. |
Promissory Note | Promissory Note 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 five -year interest bearing promissory note to the Company. Of the $12.3 million , $2.5 million has been repaid. Of the remaining $9.8 million , $8.3 million is recorded in Other assets, and $1.5 million in Prepaid expenses and other current assets as of March 31, 2018 . |
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 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 within Accounts payable and 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 in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. During the six months ended March 31, 2018 , the Company had two material vendor contracts with the Department of Defense (DoD) under which it acquired, managed and sold government property, the Surplus Contract and the Scrap Contract. Revenue from the sale of property acquired, as well as provision of services, under the Surplus Contract accounted for approximately 19.3% and 27.1% of the Company's consolidated revenue for the three months ended March 31, 2018 and 2017 , respectively, and for approximately 22.9% and 28.5% of the Company's consolidated revenue for the six months ended March 31, 2018 and 2017 , respectively. Revenue from the sale of property acquired under the Scrap Contract accounted for approximately 10.0% and 10.6% of the Company's consolidated revenue for the three months ended March 31, 2018 and 2017 , respectively, and 9.2% and 10.3% of the Company's consolidated revenue for the six months ended March 31, 2018 and 2017 , respectively. These contracts are included within the Company's CAG segment. See Note 3, Significant Contracts, for further information related to the wind-down of the Surplus Contract. Additionally, the Company has a vendor contract with Amazon.com, Inc. under which the Company acquires and sells commercial merchandise. The property purchased under this contract represented approximately 28.7% and 23.5% of cost of goods sold for the three months ended March 31, 2018 and 2017 , respectively, and 24.1% and 20.8% of cost of goods sold for the six months ended March 31, 2018 and 2017 , respectively. This contract is included within the Company's RSCG segment. |
Earnings per Share | Earnings per Share The Company calculates net income (loss) per share in accordance with 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 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, and the amount of compensation cost for future service not yet recognized by the Company are 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. For the three and six months ended March 31, 2018 and 2017 , the basic and diluted weighted average common shares were the same because the inclusion of dilutive securities in the computation of diluted net income would have been anti-dilutive. See Note 7 for outstanding stock options and unvested restricted stock, all of which are anti-dilutive for the three and six months ended March 31, 2018 and 2017 . |
Stock-Based Compensation | Stock-Based Compensation The Company estimates the fair value of share-based awards on the date of grant. The Company issues stock options and stock appreciation rights with restrictions that lapse upon either the passage of time (service vesting conditions), the achievement of performance targets (performance vesting conditions), or some combination thereof. In addition, the Company issues stock options that vest upon the achievement of certain Company stock price targets (market vesting conditions). The fair value of stock options and stock appreciation rights with service and/or performance vesting conditions is determined using the Black-Scholes option-pricing model. For those stock options with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For stock options with both performance and service vesting conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. The Company issues restricted stock units with service vesting conditions, performance vesting conditions, and market vesting conditions, or some combination thereof. For those restricted stock units with only service vesting conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. 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 fair value of restricted stock units with service vesting and/or performance vesting is based on the closing price of the Company’s common stock on the date of grant. For the Company's stock options and restricted stock units with market vesting conditions, the ultimate number of shares to be earned depends on the Company's total shareholder return during the performance period. The fair value of these stock options and restricted stock units is estimated on the grant date using a Monte Carlo simulation model. The Company recognizes compensation cost for stock options and restricted stock units with market vesting conditions over the derived service period. The determination of the fair value of the Company’s stock options and stock appreciation rights with service and performance vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the date of grant, expected stock price volatility over the expected life of units, and actual and projected exercise behavior. The determination of the fair value of the Company’s stock options and restricted stock units with service and market vesting conditions is based on a variety of factors including, but not limited to, the Company’s common stock price on the grant date, expected stock price volatility, risk free interest rate, dividend yield, and projected exercise behavior. Upon adoption of ASU 2016-09, in the first quarter of fiscal 2018, the Company recognizes forfeitures of share-based awards as they occur in the period of forfeiture rather than estimating the number of awards expected to be forfeited at the grant date and subsequently adjusting the estimate when awards are actually forfeited. The change in accounting policy resulted in an adjustment to retained earnings of $0.2 million as of October 1, 2017. Stock options and restricted stock units that contain performance vesting or market vesting conditions are excluded from, diluted earnings per share computations until the applicable contingency is met as of the end of that reporting period. The Company presents the cash flows from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as an operating activity in the Consolidated Statements of Cash Flows. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of the basic and diluted income per share | The following summarizes the basic and diluted loss per share: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 (Unaudited) (dollars in thousands, except per share amounts) Weighted average shares calculation: Basic weighted average common shares outstanding 31,972,752 31,361,122 31,924,149 31,310,816 Treasury stock effect of options and restricted stock — — — — Diluted weighted average common shares outstanding 31,972,752 31,361,122 31,924,149 31,310,816 Net loss $ (5,655 ) $ (8,252 ) $ (6,867 ) $ (16,605 ) Basic and diluted loss per common share $ (0.18 ) $ (0.26 ) $ (0.22 ) $ (0.53 ) |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of goodwill activity | The following table presents goodwill balances and foreign currency translation adjustments to those balances during the six months ended March 31, 2018 : Goodwill (in thousands) CAG GovDeals Total Balance at September 30, 2017 $ 21,657 $ 23,731 $ 45,388 Translation adjustments 268 — 268 Balance at March 31, 2018 $ 21,925 $ 23,731 $ 45,656 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of intangible assets | The components of identifiable intangible assets as of March 31, 2018 and September 30, 2017 are as follows: March 31, 2018 September 30, 2017 Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (dollars in thousands) Patent and trademarks 3 - 10 795 (384 ) 411 943 (516 ) 427 Total intangible assets $ 795 $ (384 ) $ 411 $ 943 $ (516 ) $ 427 |
Schedule of future expected amortization of intangible assets | Future expected amortization of intangible assets at March 31, 2018 is as follows: Future Amortization Years ending September 30, (in thousands) 2018 Remaining six months $ 35 2019 66 2020 63 2021 77 2022 and thereafter 170 Total $ 411 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Summary of stock option activity | A summary of the Company’s stock option activity for the six months ended March 31, 2018 , and year ended September 30, 2017 is as follows: Options Weighted- Average Exercise Price Options outstanding at September 30, 2016 1,708,487 $ 13.91 Options granted 232,845 9.18 Options exercised (12,421 ) 7.41 Options canceled (223,938 ) 13.00 Options outstanding at September 30, 2017 1,704,973 13.43 Options granted 546,644 4.71 Options exercised (1,762 ) 6.63 Options canceled (265,477 ) 12.76 Options outstanding at March 31, 2018 1,984,378 $ 11.12 Options exercisable at March 31, 2018 1,110,426 $ 15.09 |
Summary of restricted share activity | A summary of the Company’s restricted share activity for the six months ended March 31, 2018 , and year ended September 30, 2017 is as follows: Restricted Shares Weighted- Average Fair Value Unvested restricted shares at September 30, 2016 2,661,245 $ 9.34 Restricted shares granted 849,352 8.78 Restricted shares vested (748,266 ) 11.04 Restricted shares canceled (571,900 ) 9.81 Unvested restricted shares at September 30, 2017 2,190,431 8.42 Restricted shares granted 497,561 6.59 Restricted shares vested (487,966 ) 9.30 Restricted shares canceled (376,758 ) 9.39 Unvested restricted shares at March 31, 2018 1,823,268 $ 7.49 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Changes in financial assets fair value | The changes in financial assets measured at fair value for which the Company has used Level 3 inputs to determine fair value for the quarter ended March 31, 2018 are as follows (dollars in thousands): Level 3 Assets Balance at September 30, 2017 $ 491 Acquisition of financial assets — Settlements (401 ) Change in fair value of financial assets (90 ) Balance at March 31, 2018 $ — |
Defined Benefit Pension Plan (T
Defined Benefit Pension Plan (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of net periodic benefit cost recognized | The net periodic benefit recognized for the three and six months ended March 31, 2018 and 2017 included the following components: Three Months Ended March 31, Six Months Ended March 31, Qualified Defined Benefit Pension Plan 2018 2017 2018 2017 (dollars in thousands) Service cost $ — $ — $ — $ — Interest cost 165 144 335 289 Expected return on plan assets (251 ) (206 ) (509 ) (411 ) Settlement cost (4 ) — (8 ) — Total net periodic (benefit) $ (90 ) $ (62 ) $ (182 ) $ (122 ) |
Business Realignment Expenses (
Business Realignment Expenses (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The table below sets forth the significant components and activity in the liability for business realignment initiatives during the six months ended March 31, 2018 , on a segment and consolidated basis: (in thousands) Liability Balance at September 30, 2017 Business Realignment Expenses Cash Payments Liability Balance at March 31, 2018 Employee severance and benefit costs: CAG $ 793 $ 881 $ (1,372 ) $ 302 Corporate & Other 399 474 (820 ) 53 Total employee severance and benefit costs 1,192 1,355 (2,192 ) 355 Occupancy and other costs: CAG — 434 (96 ) 338 Corporate & Other 1,988 35 (585 ) 1,438 Total occupancy and other costs 1,988 469 (681 ) 1,776 Total business realignment $ 3,180 $ 1,824 $ (2,873 ) $ 2,131 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information by Segment | The following table sets forth certain financial information for the Company's reportable segments: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 GovDeals: Revenue $ 7,092 $ 6,623 $ 14,133 $ 12,436 Gross profit $ 6,589 $ 6,209 $ 13,132 $ 11,648 CAG: Revenue $ 25,157 $ 37,072 $ 57,219 $ 79,578 Gross profit $ 12,458 $ 18,337 $ 30,062 $ 39,543 RSCG: Revenue $ 26,914 $ 27,090 $ 47,399 $ 48,501 Gross profit $ 8,616 $ 8,166 $ 15,344 $ 15,168 Corporate & Other: Revenue $ 934 $ 1,550 $ 2,489 $ 2,616 Gross profit $ (152 ) $ 99 $ (827 ) $ 429 Consolidated: Revenue $ 60,097 $ 72,335 $ 121,240 $ 143,131 Gross profit $ 27,511 $ 32,811 $ 57,711 $ 66,788 |
Reconciliation of Revenue from Segments to Consolidated | The following table presents a reconciliation between the reportable segments and the Company's consolidated results: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Reconciliation: Gross profit $ 27,511 $ 32,811 $ 57,711 $ 66,788 Operating Expenses 33,091 41,207 69,743 83,445 Interest and other (income) expense, net (304 ) (91 ) (729 ) (102 ) Provision (benefit) for income taxes 379 (53 ) (4,436 ) 50 Net loss $ (5,655 ) $ (8,252 ) $ (6,867 ) $ (16,605 ) |
Organization (Details)
Organization (Details) client in Thousands | 6 Months Ended |
Mar. 31, 2018reportablesegmentcategoriesclient | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Minimum number of product categories offered (in categories) | categories | 500 |
Number of clients | client | 10 |
Reportable segments (in segments) | reportablesegment | 3 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Narrative (Details) | Sep. 30, 2015USD ($) | Mar. 31, 2018USD ($)contract | Mar. 31, 2017 | Mar. 31, 2018USD ($)contract | Mar. 31, 2017 | Oct. 11, 2017contract | Sep. 30, 2017USD ($) |
Surplus Contract | |||||||
Business Combination [Line Items] | |||||||
Number of Contracts | contract | 2 | ||||||
Government Contracts Concentration Risk | |||||||
Business Combination [Line Items] | |||||||
Number of Contracts | contract | 2 | 2 | |||||
Government Contracts Concentration Risk | Sales Revenue | Surplus Contract | |||||||
Business Combination [Line Items] | |||||||
Concentration risk (as a percentage) | 19.30% | 27.10% | 22.90% | 28.50% | |||
Government Contracts Concentration Risk | Sales Revenue | Scrap Contract | |||||||
Business Combination [Line Items] | |||||||
Concentration risk (as a percentage) | 10.00% | 10.60% | 9.20% | 10.30% | |||
Supplier Concentration Risk | Cost of Goods | Contract With Commercial Client | |||||||
Business Combination [Line Items] | |||||||
Concentration risk (as a percentage) | 28.70% | 23.50% | 24.10% | 20.80% | |||
Tanager Acquisitions Promissory Note | |||||||
Business Combination [Line Items] | |||||||
Receivable with imputed interest, face amount | $ 12,300,000 | ||||||
Receivable with imputed interest, term | 5 years | ||||||
Proceeds from collection of notes receivable | $ 2,500,000 | ||||||
Receivable with imputed interest, net amount | $ 9,800,000 | $ 9,800,000 | |||||
Tanager Acquisitions Promissory Note | Other Assets | |||||||
Business Combination [Line Items] | |||||||
Receivable with imputed interest, net amount | 8,300,000 | 8,300,000 | |||||
Tanager Acquisitions Promissory Note | Prepaid Expenses and Other Current Assets | |||||||
Business Combination [Line Items] | |||||||
Receivable with imputed interest, net amount | $ 1,500,000 | $ 1,500,000 | |||||
Accounting Standards Update 2016-09 | Retained Earnings | |||||||
Business Combination [Line Items] | |||||||
Cumulative effect of new accounting principle in period of adoption | $ 200,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Weighted average shares calculation: | ||||
Basic weighted average shares outstanding (in shares) | 31,972,752 | 31,361,122 | 31,924,149 | 31,310,816 |
Treasury stock effect of options and restricted stock (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted average common shares outstanding (in shares) | 31,972,752 | 31,361,122 | 31,924,149 | 31,310,816 |
Net loss | $ (5,655) | $ (8,252) | $ (6,867) | $ (16,605) |
Basic and diluted loss per common share (in dollars per share) | $ (0.18) | $ (0.26) | $ (0.22) | $ (0.53) |
Significant Contracts (Details)
Significant Contracts (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2018USD ($)optioncontract | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018USD ($)optioncontract | Mar. 31, 2017 | Oct. 11, 2017contract | Sep. 30, 2017USD ($) | |
Significant Contracts | |||||||
Liability for inventory included in accrued expenses and other current liabilities | $ | $ 19,219 | $ 19,219 | $ 30,193 | ||||
Government Contracts Concentration Risk | |||||||
Significant Contracts | |||||||
Number of Contracts | contract | 2 | 2 | |||||
Surplus Contract | |||||||
Significant Contracts | |||||||
Number of Contracts | contract | 2 | ||||||
Liability for inventory included in accrued expenses and other current liabilities | $ | $ 4,200 | $ 4,200 | $ 6,800 | ||||
Surplus Contract | Government Contracts Concentration Risk | Sales Revenue | |||||||
Significant Contracts | |||||||
Concentration risk (as a percentage) | 19.30% | 27.10% | 22.90% | 28.50% | |||
Scrap Contract | |||||||
Significant Contracts | |||||||
Term of contract | 36 months | ||||||
Number of extensions | option | 2 | 2 | |||||
Term of each renewal options extended | 12 months | ||||||
Adjusted percentage of profit sharing distribution | 64.50% | ||||||
Scrap Contract | Government Contracts Concentration Risk | Sales Revenue | |||||||
Significant Contracts | |||||||
Concentration risk (as a percentage) | 10.00% | 10.60% | 9.20% | 10.30% | |||
Non-rolling stock | Surplus Contract | |||||||
Significant Contracts | |||||||
Usable surplus property to be purchased as a fixed percentage of DoD's original acquisition value | 4.35% | ||||||
Profits from resale of the property retained (as a percent) | 100.00% |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill | |
Balance at the beginning of the period | $ 45,388 |
Translation adjustments | 268 |
Balance at the end of the period | 45,656 |
CAG | |
Goodwill | |
Balance at the beginning of the period | 21,657 |
Translation adjustments | 268 |
Balance at the end of the period | 21,925 |
GovDeals | |
Goodwill | |
Balance at the beginning of the period | 23,731 |
Translation adjustments | 0 |
Balance at the end of the period | $ 23,731 |
Intangible Assets - Carrying Am
Intangible Assets - Carrying Amount (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 795 | $ 943 |
Accumulated Amortization | (384) | (516) |
Total | 411 | 427 |
Patent and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 795 | 943 |
Accumulated Amortization | (384) | (516) |
Total | $ 411 | $ 427 |
Minimum | Patent and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 3 years | |
Maximum | Patent and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life (in years) | 10 years |
Intangible Assets - Amortizatio
Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Future expected amortization of intangible assets | ||
2018 (remaining six months) | $ 35 | |
2,019 | 66 | |
2,020 | 63 | |
2,021 | 77 | |
2022 and thereafter | 170 | |
Total | $ 411 | $ 427 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||||
Amortization of intangible assets | $ 20 | $ 400 | $ 40 | $ 600 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Dec. 22, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||
Blended effective tax rate (as a percentage) | 24.53% | |||
Tax benefit relating to adjustment in corporate tax rate | $ 3.5 | |||
Tax benefit relating to adjustment to ATM credits | $ (1.7) | |||
Expected effective tax rate (as a percent) | (6.50%) | (6.50%) | ||
Change in tax rate, income tax benefit | $ (5.2) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 23, 2017 | Mar. 31, 2018 | Sep. 30, 2017 | Mar. 31, 2018 | Sep. 30, 2016 |
Stockholders' Equity | |||||
Amount yet to be expended under the program | $ 10,100 | $ 10,100 | |||
Shares available for issuance | 16,300,000 | 13,000,000 | |||
Increase in shares available for issuance | 3,300,000 | ||||
Reserve shares counted per share granted from fungible share pool (in shares) | 1.5 | ||||
Options or stock appreciation rights | Maximum | |||||
Stockholders' Equity | |||||
Number of shares awarded per person per year | 1,000,000 | ||||
Other than options or stock appreciation rights | Maximum | |||||
Stockholders' Equity | |||||
Number of shares awarded per person per year | 700,000 | ||||
Employee and director options | |||||
Stockholders' Equity | |||||
Intrinsic value of outstanding shares | $ 1,000 | 1,000 | |||
Weighted average remaining contractual life of outstanding options | 6 years 3 months 26 days | ||||
Intrinsic value of exercisable shares | $ 50 | $ 50 | |||
Weighted average remaining contractual life of exercisable options | 5 years 2 months 30 days | ||||
Stock price (USD per share) | $ 6.50 | $ 6.50 | |||
Expected volatility, minimum (as a percent) | 51.49% | ||||
Expected volatility, maximum (as a percent) | 77.92% | ||||
Dividend yield (as a percent) | 0.00% | ||||
Risk free interest rate, minimum (as a percent) | 0.26% | ||||
Risk free interest rate, maximum (as a percent) | 2.17% | ||||
Employee and director options | Minimum | |||||
Stockholders' Equity | |||||
Shares and options vesting period | 1 year | ||||
Expected forfeiture rate (as a percent) | 21.38% | ||||
Employee and director options | Maximum | |||||
Stockholders' Equity | |||||
Shares and options vesting period | 4 years | ||||
Expected forfeiture rate (as a percent) | 23.54% | ||||
Cash-settled stock appreciation rights | |||||
Stockholders' Equity | |||||
Granted (in shares) | 218,550 | ||||
Granted (USD per share) | $ 10.30 | ||||
Forfeited (in shares) | 272,904 | 234,313 | |||
Restricted shares | |||||
Stockholders' Equity | |||||
Granted (in shares) | 497,561 | 849,352 | |||
Granted (USD per share) | $ 6.59 | $ 8.78 | |||
Forfeited (in shares) | 376,758 | 571,900 | |||
Stock price (USD per share) | $ 6.50 | $ 6.50 | |||
Intrinsic value of unvested restricted shares | $ 11,900 | $ 11,900 | |||
Weighted average remaining contractual life of unvested restricted shares | 8 years 6 months |
Stockholders' Equity - 2006 Pla
Stockholders' Equity - 2006 Plan Activity (Details) - Employee and director options - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Stock option activity | ||
Options outstanding at the beginning of the period (in shares) | 1,704,973 | 1,708,487 |
Options granted (in shares) | 546,644 | 232,845 |
Options exercised (in shares) | (1,762) | (12,421) |
Options canceled (in shares) | (265,477) | (223,938) |
Options outstanding at the end of the period (in shares) | 1,984,378 | 1,704,973 |
Options exercisable at the end of the period (in shares) | 1,110,426 | |
Weighted-Average Exercise Price | ||
Options outstanding at the beginning of the period (USD per share) | $ 13.43 | $ 13.91 |
Options granted (USD per share) | 4.71 | 9.18 |
Options exercised (USD per share) | 6.63 | 7.41 |
Options canceled (USD per share) | 12.76 | 13 |
Options outstanding at the end of the period (USD per share) | 11.12 | $ 13.43 |
Options exercisable at the end of the period (USD per share) | $ 15.09 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Share Activity (Details) - Restricted shares - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Sep. 30, 2017 | |
Restricted share activity | ||
Unvested restricted shares at the beginning of the period (in shares) | 2,190,431 | 2,661,245 |
Restricted shares granted (in shares) | 497,561 | 849,352 |
Restricted shares vested (in shares) | (487,966) | (748,266) |
Restricted shares canceled (in shares) | (376,758) | (571,900) |
Unvested restricted shares at the end of the period (in shares) | 1,823,268 | 2,190,431 |
Weighted-Average Fair Value | ||
Unvested restricted shares at the beginning of the period (USD per share) | $ 8.42 | $ 9.34 |
Granted (USD per share) | 6.59 | 8.78 |
Restricted shares vested (USD per share) | 9.30 | 11.04 |
Restricted shares cancelled (USD per share) | 9.39 | 9.81 |
Unvested restricted shares at the end of the period (USD per share) | $ 7.49 | $ 8.42 |
Fair Value Measurement Narrativ
Fair Value Measurement Narrative (Details) - USD ($) | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of financial instruments | $ 90,000 | $ (749,000) | |
Recurring basis | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, fair value | 0 | $ 0 | |
Liabilities, fair value | 0 | 0 | |
Recurring basis | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets, fair value | 0 | 0 | |
Liabilities, fair value | 0 | $ 0 | |
Recurring basis | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Change in fair value of financial instruments | $ 90,000 |
Fair Value Measurement (Change
Fair Value Measurement (Change in Level 3 Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value of financial assets | $ (90) | $ 749 |
Recurring basis | Level 3 Assets | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at September 30, 2017 | 491 | |
Acquisition of financial assets | 0 | |
Settlements | (401) | |
Change in fair value of financial assets | (90) | |
Balance at March 31, 2018 | $ 0 |
Defined Benefit Pension Plan (D
Defined Benefit Pension Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 165 | 144 | 335 | 289 |
Expected return on plan assets | (251) | (206) | (509) | (411) |
Settlement cost | (4) | 0 | (8) | 0 |
Total net periodic (benefit) | $ (90) | $ (62) | $ (182) | $ (122) |
Guarantees (Details)
Guarantees (Details) $ in Millions | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2015GBP (£) |
Guarantees [Abstract] | |||
Guarantee obligation value, maximum | £ | £ 10,000,000 | ||
Funded (unfunded) status of plan | $ | $ 2.1 | $ 1.9 |
Business Realignment Expenses -
Business Realignment Expenses - Narrative (Details) $ in Thousands | Sep. 25, 2017USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 16, 2017ft² |
Restructuring Cost and Reserve [Line Items] | |||||||
Impairment of intangible assets | $ 0 | $ 142 | |||||
Restructuring charges | 1,824 | ||||||
Restructuring reserve | $ 2,131 | $ 3,180 | 2,131 | $ 3,180 | |||
Bethesda, Maryland | Office Building | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Area of real estate property | ft² | 18,412 | ||||||
DISTRICT OF COLUMBIA | Other Operating Expense | Office Building | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Loss on contract termination | 2,000 | ||||||
Payment on contract loss termination | 700 | ||||||
Employee Severance | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1,355 | ||||||
Restructuring reserve | 355 | 1,192 | 355 | 1,192 | |||
Employee Severance | Corporate and Other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 500 | ||||||
Restructuring charges | 474 | ||||||
Restructuring reserve | 53 | 399 | 53 | 399 | |||
General and Administrative Expense | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 600 | ||||||
Selling and Marketing Expense | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 200 | ||||||
Technology and Operations | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring charges | 1,000 | ||||||
CAG | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 1,300 | ||||||
CAG | Employee Severance | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | 900 | 800 | |||||
Restructuring charges | 881 | ||||||
Restructuring reserve | $ 302 | 793 | 302 | 793 | |||
CAG | Employee Severance | Severance Agreement | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 300 | ||||||
CAG | Legal and Administrative Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 100 | ||||||
IronDirect | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Asset Impairment Charges | 900 | ||||||
Reversal of earn-out liability | 900 | ||||||
IronDirect | Contract-Based Intangible Assets | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Impairment of intangible assets | 1,200 | ||||||
IronDirect | Leasehold Improvements | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Impairment of long-lived assets | 600 | ||||||
IronDirect | Employee Severance | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 100 | ||||||
IronDirect | Occupancy And Contract Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring costs | $ 100 |
Business Realignment Expenses46
Business Realignment Expenses - Restructuring related costs (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 3,180 |
Business Realignment Expenses | 1,824 |
Cash payments | (2,873) |
Ending balance | 2,131 |
Employee severance and benefit costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1,192 |
Business Realignment Expenses | 1,355 |
Cash payments | (2,192) |
Ending balance | 355 |
Occupancy and other costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1,988 |
Business Realignment Expenses | 469 |
Cash payments | (681) |
Ending balance | 1,776 |
CAG | Employee severance and benefit costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 793 |
Business Realignment Expenses | 881 |
Cash payments | (1,372) |
Ending balance | 302 |
CAG | Occupancy and other costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 0 |
Business Realignment Expenses | 434 |
Cash payments | (96) |
Ending balance | 338 |
Corporate and Other | Employee severance and benefit costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 399 |
Business Realignment Expenses | 474 |
Cash payments | (820) |
Ending balance | 53 |
Corporate and Other | Occupancy and other costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1,988 |
Business Realignment Expenses | 35 |
Cash payments | (585) |
Ending balance | $ 1,438 |
Legal Proceedings - Narrative (
Legal Proceedings - Narrative (Details) $ in Millions | Apr. 18, 2018USD ($) |
Subsequent Event | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | $ 17 |
Segment Information - Narrative
Segment Information - Narrative (Details) - reportablesegment | 3 Months Ended | 6 Months Ended |
Mar. 31, 2018 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Reportable segments (in segments) | 3 | |
Segments percentage of revenue (as a percentage) | 98.00% |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenue | $ 60,097 | $ 72,335 | $ 121,240 | $ 143,131 |
Gross profit | 27,511 | 32,811 | 57,711 | 66,788 |
Operating Expenses | 33,091 | 41,207 | 69,743 | 83,445 |
Interest and other (income) expense, net | (304) | (91) | (729) | (102) |
Provision (benefit) for income taxes | 379 | (53) | (4,436) | 50 |
Net loss | (5,655) | (8,252) | (6,867) | (16,605) |
Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 7,092 | 6,623 | 14,133 | 12,436 |
Gross profit | 6,589 | 6,209 | 13,132 | 11,648 |
Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 25,157 | 37,072 | 57,219 | 79,578 |
Gross profit | 12,458 | 18,337 | 30,062 | 39,543 |
Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 26,914 | 27,090 | 47,399 | 48,501 |
Gross profit | 8,616 | 8,166 | 15,344 | 15,168 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 934 | 1,550 | 2,489 | 2,616 |
Gross profit | $ (152) | $ 99 | $ (827) | $ 429 |