ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
Delaware | 52-2209244 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification No.) | |
6931 Arlington Road, Suite 200, Bethesda, MD | 20814 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer x | |
Non-accelerated filer o | Smaller reporting company o | |
Emerging growth company o |
Page | ||
Part I. FINANCIAL INFORMATION (UNAUDITED) | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Part II. OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 6. | ||
June 30, 2018 | September 30, 2017 | ||||||
(Unaudited) | |||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 83,411 | $ | 94,348 | |||
Short-term investments | 10,000 | — | |||||
Accounts receivable, net of allowance for doubtful accounts of $531 and $668 at June 30, 2018 and September 30, 2017, respectively | 5,856 | 11,598 | |||||
Inventory | 12,797 | 20,736 | |||||
Prepaid taxes | 2,267 | 2,466 | |||||
Prepaid expenses and other current assets | 6,857 | 9,774 | |||||
Total current assets | 121,188 | 138,922 | |||||
Property and equipment, net | 15,952 | 16,793 | |||||
Intangible assets, net | 397 | 427 | |||||
Goodwill | 45,316 | 45,388 | |||||
Net deferred long-term tax assets | 963 | 962 | |||||
Other assets | 13,624 | 12,737 | |||||
Total assets | $ | 197,440 | $ | 215,229 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 16,264 | $ | 13,099 | |||
Accrued expenses and other current liabilities | 18,204 | 30,193 | |||||
Distributions payable | 2,239 | 3,081 | |||||
Payables to sellers | 28,925 | 24,383 | |||||
Total current liabilities | 65,632 | 70,756 | |||||
Deferred taxes and other long-term liabilities | 6,487 | 11,837 | |||||
Total liabilities | 72,119 | 82,593 | |||||
Commitments and contingencies (Note 12) | 0 | 0 | |||||
Stockholders’ equity: | |||||||
Common stock, $0.001 par value; 120,000,000 shares authorized; 32,109,731 shares issued and outstanding at June 30, 2018; 31,503,349 shares issued and outstanding at September 30, 2017 | 29 | 29 | |||||
Additional paid-in capital | 231,327 | 227,264 | |||||
Accumulated other comprehensive loss | (7,195 | ) | (6,431 | ) | |||
Retained earnings (accumulated deficit) | (98,840 | ) | (88,226 | ) | |||
Total stockholders’ equity | 125,321 | 132,636 | |||||
Total liabilities and stockholders’ equity | $ | 197,440 | $ | 215,229 |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenue | $ | 32,080 | $ | 44,404 | $ | 115,464 | $ | 144,799 | |||||||
Fee revenue | 18,489 | 21,116 | 56,345 | 63,851 | |||||||||||
Total revenue | 50,569 | 65,520 | 171,809 | 208,650 | |||||||||||
Costs and expenses from operations: | |||||||||||||||
Cost of goods sold | 19,489 | 30,413 | 75,847 | 97,248 | |||||||||||
Seller distributions | 3,936 | 5,189 | 11,107 | 14,697 | |||||||||||
Technology and operations | 13,663 | 19,639 | 47,718 | 62,607 | |||||||||||
Sales and marketing | 8,386 | 8,273 | 24,921 | 27,410 | |||||||||||
General and administrative | 6,763 | 8,751 | 21,791 | 26,836 | |||||||||||
Depreciation and amortization | 1,020 | 1,365 | 3,375 | 4,228 | |||||||||||
Other operating expenses | 452 | 652 | 2,222 | 1,044 | |||||||||||
Total costs and expenses | 53,709 | 74,282 | 186,981 | 234,070 | |||||||||||
Loss from operations | (3,140 | ) | (8,762 | ) | (15,172 | ) | (25,420 | ) | |||||||
Interest and other income, net | (47 | ) | (189 | ) | (776 | ) | (291 | ) | |||||||
Loss before provision (benefit) for income taxes | (3,093 | ) | (8,573 | ) | (14,396 | ) | (25,129 | ) | |||||||
Provision (benefit) for income taxes | 612 | 41 | (3,824 | ) | 91 | ||||||||||
Net loss | $ | (3,705 | ) | $ | (8,614 | ) | $ | (10,572 | ) | $ | (25,220 | ) | |||
Basic and diluted loss per common share | $ | (0.12 | ) | $ | (0.27 | ) | $ | (0.33 | ) | $ | (0.80 | ) | |||
Basic and diluted weighted average shares outstanding | 32,104,368 | 31,485,599 | 31,984,222 | 31,369,077 |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net loss | $ | (3,705 | ) | $ | (8,614 | ) | $ | (10,572 | ) | $ | (25,220 | ) | |||
Other comprehensive (loss) income: | |||||||||||||||
Foreign currency translation | (748 | ) | 323 | (764 | ) | (68 | ) | ||||||||
Other comprehensive (loss) income, net of taxes | (748 | ) | 323 | (764 | ) | (68 | ) | ||||||||
Comprehensive loss | $ | (4,453 | ) | $ | (8,291 | ) | $ | (11,336 | ) | $ | (25,288 | ) |
Nine Months Ended June 30, | |||||||
2018 | 2017 | ||||||
Operating activities | |||||||
Net loss | $ | (10,572 | ) | $ | (25,220 | ) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 3,375 | 4,228 | |||||
Stock compensation expense | 4,134 | 5,462 | |||||
Provision for inventory allowance | 2,092 | 8,101 | |||||
Provision for doubtful accounts | 191 | (1 | ) | ||||
Deferred tax benefit | (4,814 | ) | — | ||||
Impairment of intangible assets | — | 1,028 | |||||
Change in fair value of financial instruments | 90 | (749 | ) | ||||
Gain from sale of property and equipment | (489 | ) | — | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 5,551 | (1,274 | ) | ||||
Inventory | 5,847 | 633 | |||||
Prepaid and deferred taxes | 197 | 1,356 | |||||
Prepaid expenses and other assets | 1,938 | 981 | |||||
Accounts payable | 3,165 | 2,036 | |||||
Accrued expenses and other current liabilities | (12,149 | ) | (13,422 | ) | |||
Distributions payable | (842 | ) | 8,208 | ||||
Payables to sellers | 4,542 | (4,971 | ) | ||||
Other liabilities | (664 | ) | (662 | ) | |||
Net cash provided by (used in) operating activities | 1,592 | (14,266 | ) | ||||
Investing activities | |||||||
Increase in intangibles | (23 | ) | (78 | ) | |||
Purchases of property and equipment, including capitalized software | (2,697 | ) | (6,210 | ) | |||
Proceeds from sales of property and equipment | 828 | — | |||||
Purchase of short-term investments | (10,000 | ) | — | ||||
Net cash used in investing activities | (11,892 | ) | (6,288 | ) | |||
Financing activities | |||||||
Proceeds from exercise of common stock options (net of tax) | 12 | 93 | |||||
Net cash provided by financing activities | 12 | 93 | |||||
Effect of exchange rate differences on cash and cash equivalents | (649 | ) | (117 | ) | |||
Net decrease in cash and cash equivalents | (10,937 | ) | (20,578 | ) | |||
Cash and cash equivalents at beginning of period | 94,348 | 134,513 | |||||
Cash and cash equivalents at end of period | $ | 83,411 | $ | 113,935 | |||
Supplemental disclosure of cash flow information | |||||||
Cash paid (received) for income taxes, net | $ | 800 | $ | (931 | ) |
1. | Organization |
2. | Summary of Significant Accounting Policies |
• | Excess tax benefits and deficiencies arising from share-based awards are reflected in the condensed consolidated statements of operations as income tax expense rather than within stockholders’ equity. |
• | Excess tax benefits will be presented as an operating activity on the statement of cash flows rather than as a financing activity. |
• | A forfeiture election will be made to either estimate forfeitures (similar to the requirement in effect prior to adoption of the update) or recognize actual forfeitures as they occur. Entities will apply the forfeiture election provision using a modified retrospective transition approach, with a cumulative effect adjustment recorded to retained earnings as of the beginning of the period of adoption. |
• | Methods used to satisfy statutory tax withholding requirements by employers who withhold shares upon settlement of an award on behalf of an employee to cover tax obligations are broadened to allow for a range of withholding from the minimum to the maximum statutory allowable amounts. |
• | Excess tax benefits and deficiencies arising from share-based awards are reflected within the Consolidated Statements of Operations as income tax expense; adopted prospectively, with no impact to prior year amounts; |
• | Excess tax benefits are presented as an operating activity on the statement of cash flows; adopted prospectively with no impact on prior year amounts. |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
(Unaudited) (dollars in thousands, except per share amounts) | |||||||||||||||
Weighted average shares calculation: | |||||||||||||||
Basic weighted average common shares outstanding | 32,104,368 | 31,485,599 | 31,984,222 | 31,369,077 | |||||||||||
Treasury stock effect of options and restricted stock | — | — | — | — | |||||||||||
Diluted weighted average common shares outstanding | 32,104,368 | 31,485,599 | 31,984,222 | 31,369,077 | |||||||||||
Net loss | $ | (3,705 | ) | $ | (8,614 | ) | $ | (10,572 | ) | $ | (25,220 | ) | |||
Basic and diluted loss per common share | $ | (0.12 | ) | $ | (0.27 | ) | $ | (0.33 | ) | $ | (0.80 | ) |
3. | Significant Contracts |
Goodwill (in thousands) | CAG | GovDeals | Total | |||||||||
Balance at September 30, 2017 | $ | 21,657 | $ | 23,731 | $ | 45,388 | ||||||
Translation adjustments | (72 | ) | — | (72 | ) | |||||||
Balance at June 30, 2018 | $ | 21,585 | $ | 23,731 | $ | 45,316 |
June 30, 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 | 793 | (396 | ) | 397 | 943 | (516 | ) | 427 | ||||||||||||||||
Total intangible assets | $ | 793 | $ | (396 | ) | $ | 397 | $ | 943 | $ | (516 | ) | $ | 427 |
Future Amortization | ||||
Years ending September 30, | (in thousands) | |||
2018 Remaining three months | $ | 19 | ||
2019 | 66 | |||
2020 | 64 | |||
2021 | 76 | |||
2022 and thereafter | 172 | |||
Total | $ | 397 |
6. | Income Taxes |
7. | Stockholders’ Equity |
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 | (297,147 | ) | 12.54 | ||||
Options outstanding at June 30, 2018 | 1,952,708 | $ | 11.13 | ||||
Options exercisable at June 30, 2018 | 1,137,727 | $ | 14.88 |
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 | 517,561 | 6.59 | |||||
Restricted shares vested | (604,620 | ) | 9.23 | ||||
Restricted shares canceled | (501,122 | ) | 8.89 | ||||
Unvested restricted shares at June 30, 2018 | 1,602,250 | $ | 7.38 |
8. | Fair Value Measurement |
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. |
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 June 30, 2018 | $ | — |
9. | Defined Benefit Pension Plan |
Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
Qualified Defined Benefit Pension Plan | 2018 | 2017 | 2018 | 2017 | ||||||||||||
(dollars in thousands) | ||||||||||||||||
Service cost | $ | — | $ | — | $ | — | $ | — | ||||||||
Interest cost | 158 | 148 | 493 | 436 | ||||||||||||
Expected return on plan assets | (242 | ) | (213 | ) | (750 | ) | (623 | ) | ||||||||
Settlement cost | — | — | (8 | ) | — | |||||||||||
Total net periodic (benefit) | $ | (84 | ) | $ | (65 | ) | $ | (265 | ) | $ | (187 | ) |
(in thousands) | Liability Balance at September 30, 2017 | Business Realignment Expenses | Cash Payments | Liability Balance at June 30, 2018 | ||||||||||||
Employee severance and benefit costs: | ||||||||||||||||
CAG | $ | 793 | $ | 910 | $ | (1,644 | ) | $ | 59 | |||||||
Corporate & Other | 399 | 462 | (850 | ) | 11 | |||||||||||
Total employee severance and benefit costs | 1,192 | 1,372 | (2,494 | ) | 70 | |||||||||||
Occupancy and other costs: | ||||||||||||||||
CAG | — | 675 | (188 | ) | 487 | |||||||||||
Corporate & Other | 1,988 | 35 | (841 | ) | 1,182 | |||||||||||
Total occupancy and other costs | 1,988 | 710 | (1,029 | ) | 1,669 | |||||||||||
Total business realignment | $ | 3,180 | $ | 2,082 | $ | (3,523 | ) | $ | 1,739 |
• | 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 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. |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
GovDeals: | |||||||||||||||||
Revenue | $ | 8,421 | $ | 7,464 | $ | 22,554 | $ | 19,901 | |||||||||
Gross profit | $ | 7,795 | $ | 7,023 | $ | 20,927 | $ | 18,670 | |||||||||
CAG: | |||||||||||||||||
Revenue | $ | 15,011 | $ | 34,400 | $ | 72,230 | $ | 113,978 | |||||||||
Gross profit | $ | 9,911 | $ | 17,418 | $ | 39,973 | $ | 56,961 | |||||||||
RSCG: | |||||||||||||||||
Revenue | $ | 26,343 | $ | 23,528 | $ | 73,742 | $ | 72,029 | |||||||||
Gross profit | $ | 9,305 | $ | 7,398 | $ | 24,649 | $ | 22,566 | |||||||||
Corporate & Other: | |||||||||||||||||
Revenue | $ | 794 | $ | 128 | $ | 3,283 | $ | 2,742 | |||||||||
Gross profit | $ | 133 | $ | (1,921 | ) | $ | (694 | ) | $ | (1,492 | ) | ||||||
Consolidated: | |||||||||||||||||
Revenue | $ | 50,569 | $ | 65,520 | $ | 171,809 | $ | 208,650 | |||||||||
Gross profit | $ | 27,144 | $ | 29,918 | $ | 84,855 | $ | 96,705 |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
Reconciliation: | |||||||||||||||||
Gross profit | $ | 27,144 | $ | 29,918 | $ | 84,855 | $ | 96,705 | |||||||||
Operating Expenses | 30,284 | 38,680 | 100,027 | 122,125 | |||||||||||||
Interest and other income, net | (47 | ) | (189 | ) | (776 | ) | (291 | ) | |||||||||
Provision (benefit) for income taxes | 612 | 41 | (3,824 | ) | 91 | ||||||||||||
Net loss | $ | (3,705 | ) | $ | (8,614 | ) | $ | (10,572 | ) | $ | (25,220 | ) |
• | Purchase model. Under our purchase transaction model, we recognize revenue within the Revenue line item on the Consolidated Statements of Operations from the resale of inventory that we purchased from sellers. We consider these sellers to be our vendors. We pay our vendors either a fixed amount or a portion of the net or gross proceeds received from our completed sales based on the value we receive from the sale, in some cases, after deducting a required return to us that we have negotiated with the seller. Because we are the primary obligor and take general and physical inventory risks and credit risk under this transaction model, we recognize as revenue the sale price paid by the buyer upon completion of a transaction. The proceeds paid by buyers also include transaction fees, referred to as buyer premiums. Revenue from our purchase transaction model accounted for approximately 63.4% and 67.2% of our total revenue for the three and nine months ended June 30, 2018, respectively. These amounts include revenue earned from the sale of property obtained under the Scrap Contract, which accounted for approximately 12.1% and 10.0% of our total revenue for the three and nine months ended June 30, 2018, respectively. The price we paid the DLA for the property purchased under the Scrap Contract is based on a revenue share model. One of our key operating metrics is gross merchandise volume, or GMV, a non-GAAP financial measure which we define as the total sales value of all merchandise sold by us or our sellers through our marketplaces and other channels during a given period of time. The merchandise sold under our |
• | Consignment model — fee revenue. Under our consignment transaction model, we enable our sellers to sell goods they own in our marketplaces and we charge them a commission fee based on the gross or net proceeds received from such sales. The revenue from our consignment transaction model is recognized within the Fee Revenue line item on the Consolidated Statements of Operations. Our commission fee revenue, which we refer to as seller commissions, represents a percentage of the sales price the buyer pays upon completion of a transaction. We vary the percentage amount of the seller commission depending on the various value-added services we provide to the seller to facilitate the transaction. For example, we generally increase the percentage amount of the commission if we take possession, handle, ship, or provide enhanced product information for the merchandise. In most cases we collect the seller commission by deducting the appropriate amount from the sales proceeds prior to the distribution to the seller after completion of the transaction. In addition to seller commissions, we also collect buyer premiums. Revenue from our consignment model accounted for approximately 34.7% and 29.8% of our total revenue for the three and nine months ended June 30, 2018, respectively. The merchandise sold under our consignment model accounted for approximately 80.6% and 76.5% of our total GMV for the three and nine months ended June 30, 2018, respectively. |
• | Depreciation and amortization expense primarily relates to property and equipment, and the amortization of intangible assets. These expenses are non-cash charges that have fluctuated significantly over the past five years. As a result, we believe that adding back these non-cash charges to net income is useful in evaluating the operating performance of our business on a consistent basis from year-to-year. |
• | As a result of varying federal and state income tax rates, we believe that presenting a financial measure that adjusts net income for provision for income taxes is useful to investors when evaluating the operating performance of our business on a consistent basis from year to year. |
• | The authoritative guidance for stock-based compensation requires all share-based payments to employees, including grants of employee stock options, restricted stock and stock appreciation rights to be recognized in the income statement based on their estimated fair values. We believe adjusting net income for this stock-based compensation expense is useful to investors when evaluating the operating performance of our business on a consistent basis from year to year. |
• | The authoritative guidance related to business combinations requires the recognition of contingent consideration so that it is recognized at the time of acquisition rather than when it is probable and disallows the capitalization of transaction costs. We believe adjusting net income for these acquisition related expenses is useful to investors when evaluating the operating performance of our business on a consistent basis from year to year. |
• | We believe adjusting net income for business realignment expense is useful to investors when evaluating the operating performance of our business on a consistent basis from year-to-year, as these expenses are outside our ordinary course of business. |
• | We believe isolating non-cash charges, such as amortization and depreciation, and other items, such as impairment costs incurred outside our ordinary course of business, provides additional information about our cost structure, and, over time, helps track our performance. |
• | We believe EBITDA and Adjusted EBITDA are important indicators of our operational strength and the performance of our business because they provide a link between profitability and operating cash flow. |
• | We also believe that analysts and investors use EBITDA and Adjusted EBITDA as supplemental measures to evaluate the overall operating performance of companies in our industry. |
• | as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis as they remove the impact of items not directly resulting from our core operations; |
• | for planning purposes, including the preparation of our internal annual operating budget; |
• | to allocate resources to enhance the financial performance of our business; |
• | to evaluate the effectiveness of our operational strategies; and |
• | to evaluate our capacity to fund capital expenditures and expand our business. |
Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
(In thousands) (Unaudited) | ||||||||||||||||
Net loss | $ | (3,705 | ) | $ | (8,614 | ) | $ | (10,572 | ) | $ | (25,220 | ) | ||||
Interest and other income, net | (47 | ) | (189 | ) | (776 | ) | (291 | ) | ||||||||
Provision (benefit) for income taxes | 612 | 41 | (3,824 | ) | 91 | |||||||||||
Depreciation and amortization | 1,020 | 1,365 | 3,375 | 4,228 | ||||||||||||
EBITDA | (2,120 | ) | (7,397 | ) | (11,797 | ) | (21,192 | ) | ||||||||
Stock compensation expense | 1,436 | 1,563 | 4,134 | 5,462 | ||||||||||||
Acquisition costs and impairment of long-lived assets* | 204 | 886 | 204 | 886 | ||||||||||||
Business realignment expenses* | 249 | (234 | ) | 2,073 | 906 | |||||||||||
Adjusted EBITDA | $ | (231 | ) | $ | (5,182 | ) | $ | (5,386 | ) | $ | (13,938 | ) |
• | a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists, and the sale price has been determined; |
• | the buyer has assumed risks and rewards of ownership; and |
• | collection is reasonably assured. |
• | We are the primary obligor in the arrangement. |
• | We are the seller in substance and in appearance to the buyer; the buyer contacts us if there is a problem with the purchase. Only we and the buyer are parties to the sales contract and the buyer has no recourse to the supplier. If the buyer has a problem, he or she looks to us, not the supplier. |
• | The buyer does not and cannot look to the supplier for fulfillment or for product acceptability concerns. |
• | We have general inventory risk. |
• | We take title to the inventory upon paying the amount set forth in the contract with the supplier. Such amount is generally a percentage of the supplier’s original acquisition cost and varies depending on the type of the inventory purchased or a fixed nominal amount under our Scrap contract. |
• | We are at risk of loss for all amounts paid to the supplier in the event the property is damaged or otherwise becomes unsaleable. |
Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||
Revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||
Costs and expenses from operations: | ||||||||||||
Cost of goods sold | 38.5 | 46.4 | 44.1 | 46.6 | ||||||||
Seller distributions | 7.8 | 7.9 | 6.5 | 7.0 | ||||||||
Technology and operations | 27.0 | 30.0 | 27.8 | 30.0 | ||||||||
Sales and marketing | 16.6 | 12.6 | 14.5 | 13.1 | ||||||||
General and administrative | 13.4 | 13.4 | 12.7 | 12.9 | ||||||||
Depreciation and amortization | 2.0 | 2.1 | 2.0 | 2.0 | ||||||||
Other operating expenses | 0.9 | 1.0 | 1.3 | 0.5 | ||||||||
Total costs and expenses | 106.2 | 113.4 | 108.9 | 112.1 | ||||||||
Loss from operations | (6.2 | ) | (13.4 | ) | (8.9 | ) | (12.1 | ) | ||||
Interest and other income, net | (0.1 | ) | (0.3 | ) | (0.5 | ) | (0.1 | ) | ||||
Loss before (provision) benefit for income taxes | (6.1 | ) | (13.1 | ) | (8.4 | ) | (12.0 | ) | ||||
Provision (benefit) for income taxes | 1.2 | 0.1 | (2.2 | ) | — | |||||||
Net loss | (7.3 | )% | (13.2 | )% | (6.2 | )% | (12.0 | )% |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
GovDeals: | |||||||||||||||||
GMV | $ | 85,415 | $ | 75,527 | $ | 225,996 | $ | 195,866 | |||||||||
Total revenue | 8,421 | 7,464 | 22,554 | 19,901 | |||||||||||||
Gross profit | 7,795 | 7,023 | 20,927 | 18,670 | |||||||||||||
Gross profit margin | 92.6 | % | 94.1 | % | 92.8 | % | 93.8 | % | |||||||||
CAG: | |||||||||||||||||
GMV | 43,841 | 55,113 | 144,002 | 197,710 | |||||||||||||
Total revenue | 15,011 | 34,400 | 72,230 | 113,978 | |||||||||||||
Gross profit | 9,911 | 17,418 | 39,973 | 56,961 | |||||||||||||
Gross profit margin | 66.0 | % | 50.6 | % | 55.3 | % | 50.0 | % | |||||||||
RSCG: | |||||||||||||||||
GMV | 33,550 | 30,053 | 97,857 | 86,122 | |||||||||||||
Total revenue | 26,343 | 23,528 | 73,742 | 72,029 | |||||||||||||
Gross profit | 9,305 | 7,398 | 24,649 | 22,566 | |||||||||||||
Gross profit margin | 35.3 | % | 31.4 | % | 33.4 | % | 31.3 | % | |||||||||
Corporate & Other: | |||||||||||||||||
GMV | 787 | 178 | 3,273 | 4,613 | |||||||||||||
Total revenue | 794 | 128 | 3,283 | 2,742 | |||||||||||||
Gross profit | 133 | (1,921 | ) | (694 | ) | (1,492 | ) | ||||||||||
Gross profit margin | 16.8 | % | (1,500.8 | )% | (21.1 | )% | (54.4 | )% | |||||||||
Consolidated: | |||||||||||||||||
GMV | 163,593 | 160,871 | 471,128 | 484,311 | |||||||||||||
Total revenue | 50,569 | 65,520 | 171,809 | 208,650 | |||||||||||||
Gross profit | 27,144 | 29,918 | 84,855 | 96,705 | |||||||||||||
Gross profit margin | 53.7 | % | 45.7 | % | 49.4 | % | 46.3 | % |
Exhibit No. | Description | ||
2.1 | |||
3.1 | |||
3.2 | |||
31.1 | |||
31.2 | |||
32.1 | |||
32.2 | |||
101 | The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements. |
LIQUIDITY SERVICES, INC. | |
(Registrant) | |
By: | /s/ William P. Angrick, III |
William P. Angrick, III | |
Chairman of the Board of Directors | |
and Chief Executive Officer | |
By: | /s/ Jorge A. Celaya |
Jorge A. Celaya | |
Executive Vice President and Chief Financial Officer | |
By: | /s/ Samuel M. Guzman, Jr. |
Samuel M. Guzman, Jr. | |
Vice President and Chief Accounting Officer |
(a) | Except where the context clearly requires to the contrary: (i) each |
(b) | At least three (3) business days prior to the Closing, the Company, on |
(c) | At the Closing, the Buyer shall make the following payments and |
(a) | Machinio Corp. is a corporation duly organized, validly existing and in |
(b) | Machinio GmbH is a private limited company duly organized, validly |
(i) | “Code” means the Internal Revenue Code of 1986, as amended. |
(ii) | “Post-Closing Tax Period” means all taxable periods beginning |
(iii) | “Pre-Closing Tax Period” means all taxable periods ending on or |
(iv) | “Pre-Closing Taxes” means any and all Taxes of the Company |
(v) | “Straddle Period” means a Tax period that includes, but does not |
(vi) | “Tax” or “Taxes” means (A) any and all federal, state, provincial, |
(vii) | “Tax Returns” means all reports, estimates, declarations of |
(viii) | “Treasury Regulations” means the income tax regulations |
(i) | The Company has filed when due all Tax Returns required by |
(ii) | All such filed Tax Returns were true, correct and complete as of |
(iii) | All Taxes relating to periods ending on or before the Closing Date |
(iv) | Any liability of the Company for Taxes not yet due and payable, or |
(v) | The Company has not filed a Form 2848 (Power of Attorney) with |
(vi) | Schedule 3.9 of the Disclosure Schedule lists all federal, state and |
(a) | The Company does not own any real property. |
(b) | Schedule 3.11 of the Disclosure Schedule describes each interest in real |
(a) | The Company has not engaged in any activity, practice or conduct which |
(b) | No Associated Person has engaged in any activity, practice or conduct |
(c) | The Company has not received notice that it is or has been the subject of |
(i) | in no event shall Buyer’s or the Company’s Losses include: (A) |
(ii) | no claim shall be made unless the cumulative amount of Losses |
(iii) | the Sellers’ (including the Management Sellers’) cumulative |
(iv) | no claim shall be made with respect to Article 3 Losses to the |
Term: | Section or Place Where Defined: |
2014 Plan | Section 1.3 (c) |
2019 EBITDA | Section 1.2(a) |
Aggregate Option Cash Amount | Section 1.3(b) |
Article 3 Indemnity Cap | Section 1.2(a) |
Article 3 Losses | Section 7.2(b) |
Affiliate | Section 3.23 |
Aggregate Option Value | Section 1.3(c) |
Agreement | Preamble |
Applicable Anti-Corruption Laws | Section 3.25(a) |
Associated Person | Section 3.25(b) |
Assumed Options | Section 1.3(c) |
Authorizations | Section 3.16 |
Automatic Removal | Section 8.9(b) |
Balance Sheet | Section 3.7(a) |
Balance Sheet Date | Section 3.7(a) |
Basket | Section 7.2(d)(ii) |
Benefit Plans | Section 3.19(a) |
Buyer | Preamble |
Closing | Section 1.4 |
Closing Date | Section 1.4 |
Closing Indebtedness | Section 1.2(a) |
Closing Purchase Price | Section 1.2(a) |
Closing Purchase Price Certificate | Section 1.7(a) |
Closing Working Capital | Section 1.2(a) |
Code | Section 3.9(b)(i) |
Common / Preferred Amount Per Share | Section 1.3(a) |
Company | Preamble |
Company Charter Documents | Section 3.1(b) |
Company Contacts | Section 5.3 |
Company Intellectual Property | Section 3.12(a) |
Company Material Adverse Effect | Section 3.8 |
Company Option Plan | Section 1.3(a) |
Company Options | Section 1.3(a) |
Cut-Off Date | Section 7.1 |
Delaware Company Charter Documents | Section 3.1(a) |
Disallowed Tax Benefit | Section 7.2(f) |
Disclosure Schedule | Article 2 Preamble |
Disputed Items | Section 1.7(c) |
Disputed Items Notice | Section 1.7(b) |
Earnout | Section 1.2(a) |
Earnout Period | Section 1.2(a) |
Earnout Statement | Section 1.8(a) |
Employment Agreements | Section 6.1(g) |
Environment | Section 3.22(a)(i) |
Environmental Claim | Section 3.22(a)(ii) |
Environmental Laws | Section 3.22(a)(iii) |
ERISA | Section 3.19(a) |
Escrow Account | Section 1.2(a) |
Escrow Agent | Section 1.2(a) |
Escrow Agreement | Section 1.2(a) |
Escrow Amount | Section 1.2(a) |
Estimated Closing Purchase Price | Section 1.2(a) |
Estimated Closing Purchase Price Certificate | Section 1.2(c) |
Expense Fund | Section 8.9(d) |
Expense Fund Account | Section 8.9(d) |
Financial Statements | Section 3.7(a) |
Fully Diluted Share Number | Section 1.3(a) |
Fundamental Representations | Section 7.1 |
Funds Flow Memo | Section 1.2(a) |
GAAP | Section 1.2(a) |
Hazardous Substances | Section 3.22(a)(iv) |
Independent Accountant | Section 1.7(c) |
Independent Accountant’s Report | Section 1.8(c) |
Initial Escrow Amount | Section 1.2(d)(iii) |
Intellectual Property | Section 3.12(a) |
In-the-Money Option | Section 1.3(a) |
In Licenses | Section 3.12(e) |
IP Licenses | Section 3.12(c) |
Knowledge | Section 9.14 |
Legal Requirements | Section 3.17 |
Liens | Section 1.2(c) |
Losses | Section 7.2(a) |
Major Customer | Section 3.24 |
Major Supplier | Section 3.24 |
Management Sellers | Section 5.3 |
Material Contract | Section 3.13 |
Out-of-the-Money Option | Section 1.3(a) |
Out Licenses | Section 3.12(d) |
Permitted Liens | Section 3.10 |
Person | Section 3.9(b)(vi) |
Pinto | Preamble |
Post-Closing Tax Period | Section 3.9(b)(ii) |
Pre-Closing Tax Period | Section 3.9(b)(iii) |
Pre-Closing Taxes | Section 3.9(b)(iv) |
Pro Rata Share | Section 2.1 |
Replacement Options | Section 1.3(c) |
Replacement Restricted Stock | Section 1.3(e) |
Representative | Preamble |
Representative Losses | Section 8.9(c) |
Restricted Activities | Section 5.3 |
Restricted Period | Section 5.3 |
Restricted Securities | Section 2.7 |
Restricted Stock Units | Section 5.4 |
Rokhfeld | Preamble |
Sanctions | Section 3.28 |
Securities Act | Section 2.7(a) |
Seller | Preamble |
Seller’s Expenses | Section 1.2(a) |
Sellers | Preamble |
Shares Conversion Number | Section 1.3(e) |
Specific Indemnity Claims | Section 7.2(c) |
Straddle Period | Section 3.9(b)(v) |
Strike Price Spread | Section 1.3(c) |
Subsidiaries | Section 3.4 |
Target Shares | Introduction |
Target Working Capital | Section 1.2(a) |
Tax or Taxes | Section 3.9(b)(vi) |
Tax Accountant | Section 5.1(c)(iv) |
Tax Benefit | Section 7.2(f) |
Tax Matter | Section 5.1(d) |
Tax Returns | Section 3.9(b)(vii) |
Transaction Documents | Section 3.2 |
Treasury Regulations | Section 3.9(b)(viii) |
Unvested Company Options | Section 1.3(a) |
SHAREHOLDER | SHARES HELD | PRO RATA SHARE |
Dmitriy Rokhfeld | 2,300,000 Common Shares | 21.045410% |
Dan Pinto | 2,300,000 Common Shares | 21.045410% |
Entrepreneurs Roundtable Accelerator Investors IV-VII, LLC | 514,464 Common Shares | 4.707437% |
Ritchie Bros. Holdings Luxembourg SARL | 3,866,873 Series A Preferred Shares | 35.382577% |
Oleg Kaplun | 45,316 Series A Preferred Shares | 0.414649% |
Elevation Investors II - Series Q, LLC | 380,598 Series A Preferred Shares | 3.482539% |
Entrepreneurs Expansion Fund I, L.P. | 89,531 Series A Preferred Shares | 0.819225% |
Suhler Family Investment Office, LLC | 27,020 Series A Preferred Shares | 0.247238% |
Maxfield Capital Fund I, L.P. | 603,770 Series A Preferred Shares | 5.524603% |
GEMG, LLC | 44,946 Series A Preferred Shares | 0.411264% |
Stephen Harper | 45,074 Series A Preferred Shares | 0.412435% |
SHAREHOLDER | SHARES HELD | PRO RATA SHARE |
Aryeh Kushner | 121,650 Series A Preferred Shares | 1.113119% |
ESSS Ventures | 121,722 Series A Preferred Shares | 1.113778% |
The Colonial Group, LLC | 48,710 Series A Preferred Shares | 0.445705% |
Justin Smithline | 18,263 Series A Preferred Shares | 0.167110% |
Pierre Peigné | 36,532 Series A Preferred Shares | 0.334274% |
Rony Kahan | 242,479 Series A Preferred Shares | 2.218726% |
Welltech Funding | 60,914 Series A Preferred Shares | 0.557374% |
Deep Creek Capital Ventures LLC | 60,887 Series A Preferred Shares | 0.557127% |
Date: August 2, 2018 | ||
/s/ William P. Angrick, III | ||
By: | William P. Angrick, III | |
Title: | Chairman of the Board of Directors and Chief Executive Officer |
Date: August 2, 2018 | ||
/s/ Jorge A. Celaya | ||
By: | Jorge A. Celaya | |
Title: | Executive Vice President and Chief Financial Officer | |
(Principal Financial Officer) |
August 2, 2018 | /s/ William P. Angrick, III | |
William P. Angrick, III | ||
Chairman of the Board of Directors and Chief Executive Officer |
August 2, 2018 | /s/ Jorge A. Celaya | |
Jorge A. Celaya | ||
Executive Vice President and Chief Financial Officer | ||
(Principal Financial Officer) |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Aug. 01, 2018 |
|
Document and Entity Information | ||
Entity Registrant Name | LIQUIDITY SERVICES INC | |
Entity Central Index Key | 0001235468 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 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) | 32,123,193 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Sep. 30, 2017 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 531 | $ 668 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 32,109,731 | 31,503,349 |
Common stock, shares outstanding (in shares) | 32,109,731 | 31,503,349 |
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Income Statement [Abstract] | ||||
Revenue | $ 32,080 | $ 44,404 | $ 115,464 | $ 144,799 |
Fee revenue | 18,489 | 21,116 | 56,345 | 63,851 |
Total revenue | 50,569 | 65,520 | 171,809 | 208,650 |
Costs and expenses from operations: | ||||
Cost of goods sold | 19,489 | 30,413 | 75,847 | 97,248 |
Seller distributions | 3,936 | 5,189 | 11,107 | 14,697 |
Technology and operations | 13,663 | 19,639 | 47,718 | 62,607 |
Sales and marketing | 8,386 | 8,273 | 24,921 | 27,410 |
General and administrative | 6,763 | 8,751 | 21,791 | 26,836 |
Depreciation and amortization | 1,020 | 1,365 | 3,375 | 4,228 |
Other operating expenses | 452 | 652 | 2,222 | 1,044 |
Total costs and expenses | 53,709 | 74,282 | 186,981 | 234,070 |
Loss from operations | (3,140) | (8,762) | (15,172) | (25,420) |
Interest and other income, net | (47) | (189) | (776) | (291) |
Loss before provision (benefit) for income taxes | (3,093) | (8,573) | (14,396) | (25,129) |
Provision (benefit) for income taxes | 612 | 41 | (3,824) | 91 |
Net loss | $ (3,705) | $ (8,614) | $ (10,572) | $ (25,220) |
Basic and diluted loss per common share (in dollars per share) | $ (0.12) | $ (0.27) | $ (0.33) | $ (0.80) |
Basic and diluted weighted average shares outstanding (in shares) | 32,104,368 | 31,485,599 | 31,984,222 | 31,369,077 |
Unaudited Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,705) | $ (8,614) | $ (10,572) | $ (25,220) |
Other comprehensive (loss) income: | ||||
Foreign currency translation | (748) | 323 | (764) | (68) |
Other comprehensive (loss) income, net of taxes | (748) | 323 | (764) | (68) |
Comprehensive loss | $ (4,453) | $ (8,291) | $ (11,336) | $ (25,288) |
Organization |
9 Months Ended |
---|---|
Jun. 30, 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 Accounting Policies |
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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 nine months ended June 30, 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:
The Company adopted the provisions of this guidance during the first quarter of fiscal 2018 as follows:
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, a design phase, and an implementation phase. The Company has completed the assessment phase, which consisted of reviewing a representative sample of contracts, engaging in discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The implementation team has apprised both management and the audit committee of project status on a regular basis. As part of the design phase, the Company is performing an in-depth contract review process, and drafting a set of accounting policies in compliance with the new standard. The Company is continuing to evaluate all potential impacts of the new standard, including certain potential accounting impacts that the Company has identified that, 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. The Company intends to adopt the new standard on a modified retrospective basis. In February 2016, the FASB issued ASU 2016-2, Leases. ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-2 will require organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-2 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The guidance will be effective for the Company beginning on October 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the new standard and the effect that adoption of the standard is expected to have on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). Under ASU 2017-04 the entity is required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity is required to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity is required to consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company beginning on October 1, 2020. The Company is currently evaluating the methods of adoption allowed by the new standard. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of the benefits in the income statement. Under this standard, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. This guidance will become effective for the Company beginning on October 1, 2018. The Company is currently evaluating the methods of adoption allowed by the new standard. The Company does not expect the adoption of this standard to have a material effect upon the consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 allows entities to elect to classify from accumulated other comprehensive income (loss) to retained earnings stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. An entity that does not elect to reclassify the income tax effects of the Tax Cuts and Jobs Act shall disclose in the period of adoption a statement that the election was not made. This guidance will become effective for the Company beginning on October 1, 2019. The Company is currently evaluating the methods of adoption of the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The Company is currently evaluating the effect that adoption of the standard is expected to have 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 June 30, 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, certificates of deposit, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. During the nine months ended June 30, 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 0.2% and 26.4% of the Company's consolidated revenue for the three months ended June 30, 2018 and 2017, respectively, and for approximately 16.2% and 27.8% of the Company's consolidated revenue for the nine months ended June 30, 2018 and 2017, respectively. Revenue from the sale of property acquired under the Scrap Contract accounted for approximately 12.1% and 12.3% of the Company's consolidated revenue for the three months ended June 30, 2018 and 2017, respectively, and 10.0% and 10.9% of the Company's consolidated revenue for the nine months ended June 30, 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 41.0% and 25.0% of cost of goods sold for the three months ended June 30, 2018 and 2017, respectively, and 28.5% and 22.1% of cost of goods sold for the nine months ended June 30, 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 nine months ended June 30, 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 nine months ended June 30, 2018 and 2017. The following summarizes the basic and diluted loss per share:
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 |
9 Months Ended |
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Jun. 30, 2018 | |
Contractors [Abstract] | |
Significant Contracts | Significant Contracts Historically, the Company had two material vendor contracts with the DoD, the Scrap Contract and the Surplus Contract. Under the Scrap Contract, the Company is the remarketer of all DoD non-electronic scrap turned into the Defense Logistics Agency (DLA) available for sale within the United States, Puerto Rico, and Guam. The 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 term of the Scrap contract will expire on September 30, 2019. The Company pays a revenue-sharing payment to the DLA under this contract equal to 64.5% of the gross resale proceeds of the scrap property, and the Company bears all of the costs for the sorting, merchandising and sale of the property. The contract contains a provision permitting the DLA to terminate the contract for convenience upon written notice to the Company. 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 12.1% and 12.3% of the Company's consolidated revenue for the three months ended June 30, 2018 and 2017, respectively, and 10.0% and 10.9% of the Company's consolidated revenue for the nine months ended June 30, 2018 and 2017, respectively. The Surplus Contract was a competitive-bid contract under which the Company acquired, managed and sold usable DoD surplus personal property turned into the DLA. Surplus property generally consisted of items 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 required the Company to purchase all usable surplus property offered to the Company by the DoD at 4.35% of the DoD's original acquisition value. The Company retained 100% of the profits from the resale of the property and bore all of the costs for the merchandising and sale of the property. Included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet is a liability to the DoD for the inventory that has not been paid for in the amount of $0.9 million and $6.8 million as of June 30, 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 new term surplus contracts. On December 5, 2017, the DLA determined that the Company was not the high bidder for either of the two contracts. The Company made its final inventory purchase under the Surplus Contract during December 2017, and as of June 30, 2018 has completed its wind-down of the Surplus Contract. Revenue from the Surplus Contract accounted for approximately 0.2% and 26.4% of the Company's consolidated revenue for the three months ended June 30, 2018 and 2017, respectively, and for approximately 16.2% and 27.8% of the Company's consolidated revenue for the nine months ended June 30, 2018 and 2017, respectively. |
Goodwill |
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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 nine months ended June 30, 2018:
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, that substantially exceeded their respective book values as of July 1, 2017. |
Intangible Assets |
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Finite-Lived Intangible Assets, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets | Intangible Assets The components of identifiable intangible assets as of June 30, 2018 and September 30, 2017 are as follows:
Future expected amortization of intangible assets at June 30, 2018 is as follows:
Intangible assets amortization expense was approximately $0.02 million and $0.3 million for the three months ended June 30, 2018 and 2017, respectively. Intangible assets amortization expense was approximately $0.1 million and $0.9 million for the nine months ended June 30, 2018 and 2017, respectively. |
Income Taxes |
9 Months Ended |
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Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the Tax Act was signed into law. The Tax 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 June 30, 2018, the Company had not yet completed its accounting for the tax effects of the Tax Act; however, in the following cases the Company has made a provisional estimate of the Tax Act's effects. 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 Tax 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 Tax 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 nine months ending June 30, 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 nine months of fiscal year 2018 and its corresponding effective tax rate is approximately -8.6% before recognition of a $5.2 million tax benefit resulting from the new Tax Act netted against a $0.1 million charge for interest related to the federal income tax examination for fiscal years 2013 through 2015 which was closed during the second quarter of 2018. The $5.2 million benefit resulted from the reduction to the Company’s deferred tax balance to reflect the new corporate tax rate and reduction to its valuation allowance on AMT credits. 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 nine months ended June 30, 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 nine months ended June 30, 2018, the Company closed the examination of its federal and state income tax returns for fiscal years 2012 through 2015 and incurred a $0.1 million tax charge to close out the examination of its federal income tax returns for fiscal years 2013 through 2015. As of June 30, 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 |
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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 from time to time, the last such review having occurred in May 2016. The Company did not repurchase shares under this program during the nine months ended June 30, 2018 or 2017. As of June 30, 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 nine months ended June 30, 2018, the Company did not issue any cash-settled stock appreciation rights. During the nine months ended June 30, 2018, 87,084 cash-settled stock appreciation rights were exercised, and 358,660 cash-settled stock appreciation rights were forfeited. As of June 30, 2018, 1,007,889 cash-settled stock appreciation rights were outstanding. 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 nine months ended June 30, 2018, and year ended September 30, 2017 is as follows:
The intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options at June 30, 2018 is approximately $1.1 million and 6.12 years, and $0.06 million and 5.2 years, respectively, based on a stock price per share of $6.55 on June 30, 2018. Over the last three years, volatility rates have ranged from 51.49% to 58.59%, the dividend rate has been 0%, risk free interest rates have ranged from 0.47% to 2.17% and expected forfeiture rates have ranged from 0% 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 nine months ended June 30, 2018, and year ended September 30, 2017 is as follows:
The intrinsic value and weighted average remaining contractual life in years of unvested restricted stock units at June 30, 2018 was approximately $10.5 million and 8.32 years, respectively, based on a stock price per share of $6.55 on June 30, 2018. |
Fair Value Measurement |
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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:
As of June 30, 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 June 30, 2018 are as follows (dollars in thousands):
During the nine months ended June 30, 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), certificates of deposit, accounts receivable, and a promissory note. The Company believes the carrying values of these instruments approximates fair value. |
Defined Benefit Pension Plan |
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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 nine months ended June 30, 2018 and 2017 included the following components:
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Guarantees |
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Jun. 30, 2018 | |
Guarantees [Abstract] | |
Guarantees | Guarantees During the second quarter of 2015, the Company issued a guarantee to GoIndustry (the "Subsidiary") and the Trustees (the “Trustees”) of the 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 June 30, 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 |
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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 and 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 nine months ended June 30, 2018. In addition, as discussed in Note 3, Significant Contracts, the Company was not the high bidder for the new surplus contracts, and therefore completed winding down operations of the Surplus Contract during the nine months ended June 30, 2018. As a result, the Company recognized an additional $1.5 million in restructuring costs during the first nine months of fiscal 2018, $1.0 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 nine months ended June 30, 2018, the Company recorded restructuring costs of approximately $0.1 million related to occupancy and certain onerous contract costs related to its IronDirect business. On June 16, 2017, the Company entered into 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 nine months ended June 30, 2018, the Company paid down the cease-use charge in the amount of approximately $0.8 million. This activity is presented under occupancy cost in the table below. During the nine months ended June 30, 2018, the Company recognized an additional $0.5 million in severance cost primarily related to the restructuring of its Corporate IT department. This is recorded within the Corporate & Other line item below. The table below sets forth the significant components of and activity in the liability for business realignment initiatives during the nine months ended June 30, 2018, on a segment and consolidated basis:
The $2.1 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 $2.1 million in cost, approximately $0.9 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 remaining liability balance at June 30, 2018, of approximately $1.7 million, will be paid during fiscal years 2018 and 2019. |
Legal Proceedings |
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Jun. 30, 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 June 19, 2018, the parties reached agreement 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 was submitted to the District Court and was preliminarily approved on June 20, 2018. Final approval of the settlement will be decided at a hearing before the District Court scheduled for October 5, 2018 after notice to the class and other customary conditions are satisfied. There can be no assurance that the settlement will be 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 it in connection with its work. |
Segment Information |
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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 June 30, 2018, and each offers separately branded marketplaces to enable sellers to achieve channel marketing objectives to reach buyers. Across its segments, the Company offers its sellers two primary transaction models as well as a suite of services, and our revenues vary depending upon the models employed and the level of service required. A description of the reportable segments follows:
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 amount of our revenue that came from sales outside of the U.S. for the three months ended June 30, 2018 and 2017 was 14.5% and 10.0%, respectively. The amount of our revenue that came from sales outside of the U.S. for the nine months ended June 30, 2018 and 2017 was 12.9% and 11.3%, respectively. The following table sets forth certain financial information for the Company's reportable segments and Corporate & Other:
The following table presents a reconciliation between the Company's reportable segments and the Company's consolidated results:
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Subsequent Event |
9 Months Ended |
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Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On July 10, 2018, the Company acquired all of the outstanding stock of Machinio Corporation, a privately owned company based in Chicago, Illinois, for net cash consideration of approximately $16.7 million, equity consideration of approximately $2.0 million, and contingent consideration payable in 2020 of up to $5.0 million. Machinio operates a global online platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors. |
Summary of Significant Accounting Policies (Policies) |
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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 nine months ended June 30, 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”. |
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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:
The Company adopted the provisions of this guidance during the first quarter of fiscal 2018 as follows:
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, a design phase, and an implementation phase. The Company has completed the assessment phase, which consisted of reviewing a representative sample of contracts, engaging in discussions with key stakeholders, and cataloging potential impacts on the Company’s accounting policies, financial statements, and systems and processes. The implementation team has apprised both management and the audit committee of project status on a regular basis. As part of the design phase, the Company is performing an in-depth contract review process, and drafting a set of accounting policies in compliance with the new standard. The Company is continuing to evaluate all potential impacts of the new standard, including certain potential accounting impacts that the Company has identified that, 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. The Company intends to adopt the new standard on a modified retrospective basis. In February 2016, the FASB issued ASU 2016-2, Leases. ASU 2016-02 will change the way the Company recognizes its leased assets. ASU 2016-2 will require organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities representing the rights and obligations created by those leases. ASU 2016-2 will also require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The guidance will be effective for the Company beginning on October 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the new standard and the effect that adoption of the standard is expected to have on the Company's consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350). Under ASU 2017-04 the entity is required to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity is required to recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity is required to consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This guidance will become effective for the Company beginning on October 1, 2020. The Company is currently evaluating the methods of adoption allowed by the new standard. In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07 changes how employers that sponsor defined benefit pension and/or other postretirement benefit plans present the cost of the benefits in the income statement. Under this standard, employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. This guidance will become effective for the Company beginning on October 1, 2018. The Company is currently evaluating the methods of adoption allowed by the new standard. The Company does not expect the adoption of this standard to have a material effect upon the consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. ASU 2018-02 allows entities to elect to classify from accumulated other comprehensive income (loss) to retained earnings stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. An entity that does not elect to reclassify the income tax effects of the Tax Cuts and Jobs Act shall disclose in the period of adoption a statement that the election was not made. This guidance will become effective for the Company beginning on October 1, 2019. The Company is currently evaluating the methods of adoption of the new standard and the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The update provides new guidance regarding the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, distributions received from equity method investments, beneficial interests in securitized transactions, and separately identifiable cash flows and application of the predominance principle. This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning after December 15, 2017. Early adoption of the standard is permitted. The Company is currently evaluating the effect that adoption of the standard is expected to have on the Company’s consolidated financial statements and related disclosures. |
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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 June 30, 2018. |
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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, certificates of deposit, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality. |
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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. |
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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 Accounting Policies (Tables) |
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the basic and diluted income per share | The following summarizes the basic and diluted loss per share:
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Goodwill (Tables) |
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Jun. 30, 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 nine months ended June 30, 2018:
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Intangible Assets (Tables) |
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Finite-Lived Intangible Assets, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of intangible assets | The components of identifiable intangible assets as of June 30, 2018 and September 30, 2017 are as follows:
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Schedule of future expected amortization of intangible assets | Future expected amortization of intangible assets at June 30, 2018 is as follows:
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Stockholders' Equity (Tables) |
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Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of stock option activity | A summary of the Company’s stock option activity for the nine months ended June 30, 2018, and year ended September 30, 2017 is as follows:
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Summary of restricted share activity | A summary of the Company’s restricted share activity for the nine months ended June 30, 2018, and year ended September 30, 2017 is as follows:
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Fair Value Measurement (Tables) |
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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 June 30, 2018 are as follows (dollars in thousands):
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Defined Benefit Pension Plan (Tables) |
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Retirement Benefits [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of net periodic benefit cost recognized | The net periodic benefit recognized for the three and nine months ended June 30, 2018 and 2017 included the following components:
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Business Realignment Expenses (Tables) |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Costs | The table below sets forth the significant components of and activity in the liability for business realignment initiatives during the nine months ended June 30, 2018, on a segment and consolidated basis:
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Segment Information (Tables) |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information by Segment | The following table sets forth certain financial information for the Company's reportable segments and Corporate & Other:
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Reconciliation of Revenue from Segments to Consolidated | The following table presents a reconciliation between the Company's reportable segments and the Company's consolidated results:
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Organization - Narrative (Details) client in Thousands |
9 Months Ended |
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Jun. 30, 2018
reportablesegment
categories
client
| |
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 Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Weighted average shares calculation: | ||||
Basic weighted average shares outstanding (in shares) | 32,104,368 | 31,485,599 | 31,984,222 | 31,369,077 |
Treasury stock effect of options and restricted stock (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted average common shares outstanding (in shares) | 32,104,368 | 31,485,599 | 31,984,222 | 31,369,077 |
Net loss | $ (3,705) | $ (8,614) | $ (10,572) | $ (25,220) |
Basic and diluted loss per common share (in dollars per share) | $ (0.12) | $ (0.27) | $ (0.33) | $ (0.80) |
Goodwill - Adjustments (Details) $ in Thousands |
9 Months Ended |
---|---|
Jun. 30, 2018
USD ($)
| |
Goodwill | |
Balance at the beginning of the period | $ 45,388 |
Translation adjustments | (72) |
Balance at the end of the period | 45,316 |
CAG | |
Goodwill | |
Balance at the beginning of the period | 21,657 |
Translation adjustments | (72) |
Balance at the end of the period | 21,585 |
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 Amount (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Sep. 30, 2017 |
|
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 793 | $ 943 |
Accumulated Amortization | (396) | (516) |
Total | 397 | 427 |
Patent and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 793 | 943 |
Accumulated Amortization | (396) | (516) |
Total | $ 397 | $ 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 - Amortization (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Sep. 30, 2017 |
---|---|---|
Future expected amortization of intangible assets | ||
2018 (remaining three months) | $ 19 | |
2019 | 66 | |
2020 | 64 | |
2021 | 76 | |
2022 and thereafter | 172 | |
Total | $ 397 | $ 427 |
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Finite-Lived Intangible Assets, Net [Abstract] | ||||
Amortization of intangible assets | $ 20 | $ 300 | $ 50 | $ 900 |
Income Taxes - Narrative (Details) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Dec. 22, 2017 |
Dec. 31, 2017 |
Jun. 30, 2018 |
|
Income Tax Examination [Line Items] | |||
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) | (8.60%) | ||
Change in tax rate, income tax benefit | $ 5.2 | ||
Federal Tax Authority | |||
Income Tax Examination [Line Items] | |||
Income Tax Examination, Penalties Expense | $ 0.1 |
Stockholders' Equity - 2006 Plan Activity (Details) - Employee and director options - $ / shares |
9 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 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) | (297,147) | (223,938) |
Options outstanding at the end of the period (in shares) | 1,952,708 | 1,704,973 |
Options exercisable at the end of the period (in shares) | 1,137,727 | |
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) | 12.54 | 13.00 |
Options outstanding at the end of the period (USD per share) | 11.13 | $ 13.43 |
Options exercisable at the end of the period (USD per share) | $ 14.88 |
Stockholders' Equity - Restricted Share Activity (Details) - Restricted shares - $ / shares |
9 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 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) | 517,561 | 849,352 |
Restricted shares vested (in shares) | (604,620) | (748,266) |
Restricted shares canceled (in shares) | (501,122) | (571,900) |
Unvested restricted shares at the end of the period (in shares) | 1,602,250 | 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) | 9.23 | 11.04 |
Restricted shares cancelled (USD per share) | 8.89 | 9.81 |
Unvested restricted shares at the end of the period (USD per share) | $ 7.38 | $ 8.42 |
Fair Value Measurement - Narrative (Details) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 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 in Level 3 Assets) (Details) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 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 June 30, 2018 | $ 0 |
Defined Benefit Pension Plan - Net Periodic Benefit (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Retirement Benefits [Abstract] | ||||
Service cost | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost | 158 | 148 | 493 | 436 |
Expected return on plan assets | (242) | (213) | (750) | (623) |
Settlement cost | 0 | 0 | (8) | 0 |
Total net periodic (benefit) | $ (84) | $ (65) | $ (265) | $ (187) |
Guarantees - Narrative (Details) $ in Millions |
Jun. 30, 2018
USD ($)
|
Sep. 30, 2017
USD ($)
|
Mar. 31, 2015
GBP (£)
|
---|---|---|---|
Guarantees [Abstract] | |||
Guarantee obligation value, maximum | £ | £ 10,000,000 | ||
Funded (unfunded) status of plan | $ | $ 2.1 | $ 1.9 |
Legal Proceedings - Narrative (Details) $ in Millions |
Jun. 19, 2018
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
Estimate of possible loss | $ 17 |
Segment Information - Narrative (Details) - reportablesegment |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Revenue, Major Customer [Line Items] | ||||
Reportable segments (in segments) | 3 | |||
Segments percentage of revenue (as a percentage) | 98.00% | |||
Non-US | Sales Revenue | Geographic Concentration Risk | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration risk (as a percentage) | 14.50% | 10.00% | 11.30% | 12.90% |
Segment Information - Reconciliation of Revenue (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Segment Reporting Information [Line Items] | ||||
Revenue | $ 50,569 | $ 65,520 | $ 171,809 | $ 208,650 |
Gross profit | 27,144 | 29,918 | 84,855 | 96,705 |
Operating Expenses | 30,284 | 38,680 | 100,027 | 122,125 |
Interest and other income, net | (47) | (189) | (776) | (291) |
Provision (benefit) for income taxes | 612 | 41 | (3,824) | 91 |
Net loss | (3,705) | (8,614) | (10,572) | (25,220) |
Operating Segments | GovDeals | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 8,421 | 7,464 | 22,554 | 19,901 |
Gross profit | 7,795 | 7,023 | 20,927 | 18,670 |
Operating Segments | CAG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 15,011 | 34,400 | 72,230 | 113,978 |
Gross profit | 9,911 | 17,418 | 39,973 | 56,961 |
Operating Segments | RSCG | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 26,343 | 23,528 | 73,742 | 72,029 |
Gross profit | 9,305 | 7,398 | 24,649 | 22,566 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 794 | 128 | 3,283 | 2,742 |
Gross profit | $ 133 | $ (1,921) | $ (693) | $ (1,492) |
Subsequent Event - Narrative (Details) - Subsequent Event $ in Millions |
Jul. 10, 2018
USD ($)
|
---|---|
Subsequent Event [Line Items] | |
Cash consideration | $ 16.7 |
Equity consideration | 2.0 |
Maximum | |
Subsequent Event [Line Items] | |
Contingent consideration, non-current | $ 5.0 |
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