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Item 7. Management’s Discussion and Analysis

2025-11-20 compared with 2024-12-12 · 144 added, 154 removed, 338 unchanged (47% of the section changed)

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Our actual results could vary materially from those indicated, implied, or suggested by these forward-looking statements as a result of many factors, including those discussed under "Risk Factors" and elsewhere in this Annual Report on Form 10-K.

Liquidity Services is a leading global commerce company providing trusted online marketplace platforms that power the circular economy.

Liquidity Services is the leading global provider of e-commerce marketplaces and software solutions powering the circular economy.

We create a better future for organizations, individuals, and the planet by using technology to capture and unleash the intrinsic value of surplus.

We connect millions of buyers and thousands of sellers through our leading e-commerce auction marketplaces, search engines, asset management software, and related services.

We connect millions of buyers and thousands of sellers through our leading e-commerce auction marketplaces, search engines, asset management and auction software, and related services.

Our comprehensive solutions enable the transparent, efficient, sustainable recovery of value from excess items owned by business and government sellers.

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The result of this cycle is a continuous flow of goods that becomes increasingly valuable as more participants join the platforms, thereby creating positive network effects that benefit sellers, buyers, and shareholders.

During the past three fiscal years, we have conducted over 2.9 million online transactions generating $3.7 billion in gross merchandise volume or GMV.

During the past three fiscal years, we conducted over 3.1 million online transactions that generated $4.1 billion in gross merchandise volume or GMV.

GMV is the total sales value of all transactions for which we earned compensation upon their completion through our marketplaces or other channels during a given period of time.

During the year ended September 30, 2024, the number of registered buyers grew from 5.1 million to 5.5 million.

During the year ended September 30, 2025, the number of registered buyers grew from 5.5 million to 6.0 million, or 9%.

We believe the continuous flow of goods in our marketplaces attracts a growing buyer base which creates a self-sustaining cycle for our buyers and sellers.

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Over the prior 5 years, our GMV has grown at a compound annual growth rate of 20.4%.

On January 1, 2024, the Company acquired Sierra Auction Management, Inc.

(Sierra), an Arizona corporation based in Phoenix, AZ.

Sierra is a full-service auction company specializing in the sale of vehicles, equipment and surplus assets for government agencies, commercial businesses, and charities.

See Note 4 – Sierra Acquisition for more information regarding this transaction.

On November 1, 2021, our GovDeals segment acquired Bid4Assets, Inc.

(Bid4Assets), a Maryland corporation based in Silver Spring, MD.

Bid4Assets is a leading online marketplace focused on conducting foreclosed real estate auctions.

See Note 3 - Bid4Assets Acquisition for more information regarding this transaction.

Incorporated in Delaware as Liquidation.com in November 1999, Liquidity Services has over 25 years of industry experience.

Reportable Segments

The Company has four operating and reportable segments under which we conduct business:

GovDeals, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), and Machinio.

The Company has five operating segments and three reportable segments under which we conduct business:

GovDeals, Retail Supply Chain Group (RSCG), and Capital Assets Group (CAG).

Our separate Machinio and Software Solutions operating segments, which do not individually meet the quantitative thresholds to be reportable segments, are combined and presented together as Machinio & Software Solutions for segment reporting purposes.

Further information and operating results of our reportable segments can be found in Note 16 - Segment Information .

The GovDeals reportable segment provides solutions that enable government entities including city, county, state and federal agencies located in the United States and Canada and related commercial businesses to sell surplus property and real estate assets through our GovDeals, Bid4Assets and Sierra marketplaces;

see Note 3 - Bid4Assets Acquisition and Note 4 - Sierra Acquisition , respectively.

see Note 3 - Acquisitions .

The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell excess, returned, and overstocked consumer goods.

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This segment primarily conducts its business-to-business sales on its Liquidation.com marketplace and through Direct Sales, and direct-to-consumer sales on its AllSurplus Deals and Secondipity marketplaces and other third-party sales channels.

The CAG reportable segment enables commercial businesses to sell surplus assets on our AllSurplus marketplace.

The core verticals in which CAG operates include industrial manufacturing, oil and gas, heavy equipment, biopharma, and electronics.

The CAG reportable segment enables commercial businesses to sell surplus assets on our AllSurplus and GovDeals marketplace, specializing in asset categories such as heavy equipment, industrial manufacturing, oil and gas, biopharma, fast-moving consumer goods and electronics.

CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing.

CAG benefits from a global base of buyers and sellers enabling the sale and redeployment of assets wherever they’re most likely to generate the best value and highest use across the world.

This segment primarily uses the AllSurplus and GovDeals marketplaces.

The Machinio reportable segment operates a global search engine platform for listing equipment for sale in the construction, machine tool, processing, transportation, printing, agriculture and laboratory/medical sectors.

Machinio also offers the Machinio System service that provides equipment sellers with a suite of software tools that includes website hosting, email marketing, and inventory management, to support and enable equipment sellers’ online business.

CAG clients benefit from its global base of buyers and sellers, enabling the sale and redeployment of assets wherever they generate the best value and highest use across the world.

• Machinio & Software Solutions .

The Machinio operating segment operates the Machinio marketplace, a global search engine platform for listing equipment for sale in the construction, machine tool, processing, transportation, printing, agriculture, and laboratory/medical sectors, and the Machinio System platform that provides equipment sellers with a suite of software tools including website hosting, email marketing, and inventory management, to support and enable equipment sellers’ online business.

The Software Solutions operating segment separately serves as the Company's private-label auction and software-as-a-service (SaaS) arm, offering scalable auction platform services to entrepreneurs and businesses.

Macroeconomic Conditions

Tariffs and other trade barriers .

A number of countries have implemented, or are actively considering, measures affecting cross-border trade.

Such actions may impact both our buyers and sellers as well as the availability of assets to list on our marketplaces.

Ongoing developments related to the timing, scope and application of tariffs, including changes in tariff rates, the range of affected goods, and the countries subject to such measures, remain fluid and subject to rapid and unpredictable change.

Tariffs imposed by the U.S., as well as retaliatory tariffs by other countries on U.S.

exports, could adversely affect international commerce and our business.

Supply chain challenges and consumer sentiment .

The supply of used vehicles available for sale on our marketplaces may be impacted by proposed tariffs in the U.S., as well as the slowing adoption of electric vehicles as a replacement to internal combustion vehicle fleets.

The supply of used vehicles available for sale on our marketplaces may be impacted by ongoing tariffs implemented, or actively being considered, by the U.S., as well as the slowing adoption of electric vehicles as a replacement to internal combustion vehicle fleets.

Further, used car market price indices continue to experience heightened volatility.

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These sanctions and export controls and international responses to the ongoing conflict in and adjacent to Israel, have further heightened global supply chain disruptions and impacted the international trade markets.

For the years ended September 30, 2024 and 2023, the Company's total revenues directly associated with Russia, Ukraine, and Israel were not material to our consolidated financial results.

For the fiscal years ended September 30, 2025 and 2024, the Company's total revenues directly associated with Russia, Ukraine, and Israel were not material to our consolidated financial results.

We will continue monitoring these armed and geopolitical conflicts around the world and any potential future impacts on our business.

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Other — fee revenue.

We also earn non-consignment fee revenue from Machinio's subscription services, auction listing service fees for foreclosed real estate at our GovDeals segment (payable regardless of whether or not an auction is completed), as well as other services including asset valuation, product handling, and storage fees.

We also earn non-consignment fee revenue from our Machinio and Software Solution subscription services, auction listing service fees for foreclosed real estate at our GovDeals segment (payable regardless of whether or not an auction is completed), as well as other services including asset valuation, product handling, and storage fees.

Non-consignment fee revenue is recorded within the Consignment and other fee revenues line-item on the Consolidated Statements of Operations.

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We have multiple vendor contracts with Amazon.com, Inc.

under which we acquire and sell commercial merchandise.

under which it acquires and sells commercial merchandise.

While purchase model transactions account for less than 20% of our total GMV, the cost of inventory for purchase model transactions is the most significant component of our consolidated Costs of goods sold.

$10.1 million and $12.2 million of inventory purchased under such contracts with Amazon.com, Inc.

is included in our Inventory balances on our Consolidated Balance Sheets as of September 30, 2024 and 2023, respectively.

Our vendor contracts with respect to sourcing or consigning merchandise for our RSCG segment generally reflect the concentration dynamics inherent to the retail industry.

is included in our Consolidated Inventory balances as of September 30, 2025 and 2024, respectively.

The Company's vendor contracts with respect to sourcing or consigning merchandise for its RSCG segment generally reflect the concentration dynamics inherent to the retail industry.

Key Business Metrics

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Total registered buyers .

We grow our buyer base through a combination of marketing and promotional efforts.

A person becomes a registered buyer by completing an online registration process on one of our marketplaces.

As part of this process, we collect business and personal information, including name, title, company name, business address, and contact information, and information on how the person intends to use our marketplaces.

Each prospective buyer must also accept our terms and conditions of use.

Following the completion of the online registration process, we verify each prospective buyer’s e-mail address and confirm that the person is not listed on any banned persons list maintained internally or by the U.S.

federal government.

After the verification process, which is completed generally within 24 hours, the registration is approved and activated, and the prospective buyer is added to our registered buyer list.

We grow our buyer base through a combination of internal and external marketing, as well as other promotional efforts.

An individual or company becomes a registered buyer by completing our online registration process for our marketplaces.

During registration, we collect personal and business information, including name, company name, address, email, phone number, taxation information, and intended use of our marketplaces.

Each prospective buyer must accept our User Agreement (Terms and Conditions) to proceed.

Upon completion of registration, each buyer’s information is automatically screened against global restricted party lists maintained by government regulatory agencies.

If the screening flags a buyer, our Customer Support team manually reviews the registration, typically within 24 hours, and the registration is either approved, denied, or subject to further identity verification.

Only buyers who pass this vetting process are activated and permitted to bid on our marketplaces.

We also conduct ongoing screening of active buyers to ensure continued compliance.

Total registered buyers, as of a given date, represent the aggregate number of persons or entities who have registered on one of our marketplaces.

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As of September 30, 2025, 2024, and 2023, we had 6.0 million, 5.5 million, and 5.1 million, registered buyers, respectively.

None of our buyers represented more than 10% of our revenue during the year ended September 30, 2024.

Total auction participants.

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Intangible assets are amortized using the straight-line method over their estimated useful lives.

The preliminary fair value of acquired intangible assets, excluding goodwill, arising from the Sierra acquisition was $5.4 million.

The preliminary fair value of acquired intangible assets, excluding goodwill, arising from the Auction Software acquisition was $2.6 million.

This balance consisted of the following identified intangible assets, each with their own significant assumptions used, as follows:

• Customer and Supplier Relationships - We valued the customer and supplier relationships intangibles using the multi-period excess earnings method, an income approach valuation model.

• Contract Intangibles - We valued the contract intangibles using the multi-period excess earnings method, an income approach valuation model.

The significant assumptions used in the income approach includes estimates about future expected cash flows from supplier contracts, the attrition rate, and the discount rate.

• Developed Technology - We valued the developed software by applying the relief-from-royalty method, an income approach valuation model.

The significant assumptions used in the relief-from-royalty method include estimates about future expected cash flows from the developed software, the royalty rate, the obsolescence factor and the discount rate.

• Trade Name - We valued the trade name acquired using a relief-from-royalty method.

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Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company.

Pursuant to our preliminary purchase price allocation, goodwill arising from the acquisition of Sierra was determined to be $7.9 million;

see Note 4 - Sierra Acquisition , for further information.

Pursuant to our preliminary purchase price allocation, goodwill arising from the acquisition of Auction Software was determined to be $5.1 million;

see Note 3 - Acquisitions , for further information.

Components of Revenue and Expenses

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Technology expenses are net of the required capitalization of costs associated with enhancing our marketplace platforms and other software development activities.

Depreciation and amortization of capitalized software development costs, purchased software, acquired developed software intangible assets, and computer hardware are included within Depreciation and amortization in the accompanying Condensed Consolidated Statements of Operations.

Technology expenses are presented separately from Costs of goods sold (excluding depreciation and amortization) in the Condensed Consolidated Statements of Operations, as these expenses provide for the general availability of our marketplace platforms and other business operational systems and are not attributable to specific revenue generating transaction activity occurring on our marketplaces.

Technology expenses are presented separately from Costs of goods sold (excluding depreciation and amortization) in the Consolidated Statements of Operations, as these expenses provide for the general availability of our marketplace platforms and other business operational systems and are not attributable to specific revenue generating transaction activity occurring on our marketplaces.

Because our marketplaces and support systems require frequent upgrades and enhancements to maintain viability, we have determined that the useful life for certain internally developed software is less than one year.

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Depreciation and amortization consist of depreciation of property and equipment, amortization of internally developed software, and amortization of intangible assets.

Fair value adjustment of acquisition earn-outs.

Fair value adjustment of acquisition earn-outs consists of the change in fair value of earn-out consideration following a business combination.

Other operating expenses, net .

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federal, state, and foreign jurisdictions.

During the years ended September 30, 2024, 2023 and 2022, the Company had an effective income tax rate of 26.7%, 27.7% and 15.4%, respectively, which included federal, state, and foreign income taxes.

Results of Operations

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Segment direct profit as a percentage of total revenue

Machinio & Software Solutions:

Total revenue

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Segment Results

Total revenues from our GovDeals reportable segment increased $14.5 million, or 23.5%, due to a $110.2 million, or 15.2%, increase in GMV driven by increased personal property sales, particularly in the vehicle and heavy equipment categories, and continued growth in our seller base.

Total revenues from our GovDeals reportable segment increased 14.2%, or $10.8 million, due to a $67.2 million, or 8.0%, increase in GMV driven by new seller acquisition, service expansion and strong results across our personal property categories, partially offset by lower market prices for vehicles sold.

Revenue grew at a higher rate than GMV due to the expansion of service offerings to new, higher-volume sellers, including through the acquisition of Sierra.

Segment direct profit increased by $12.9 million, or 22.0%, consistent with the increase in revenues.

Segment direct profit as a percentage of revenue declined slightly due to the previously noted expansion in service offerings.

Revenue from our RSCG reportable segment increased by $32.8 million, or 16.4%, due to a $35.1 million, or 12.3%, increase in GMV due to expansion in our purchase programs and sell-in place consignment solutions.

Segment direct profit decreased by $1.2 million, or 1.8%, and Segment direct profit as a percentage of total revenue decreased from 34.0% to 28.7%, due to increased volumes from expanded purchase programs, driven by general merchandise categories that are lower-touch and did not have a significant impact on RSCG’s operating expenses, and a lower blended take-rate on our consignment sales.

These increased purchase volumes and their effect of lowering Segment direct profit as a percentage of total revenue are expected to continue into fiscal 2025.

Revenue from the CAG reportable segment decreased by $0.8 million, or 2.1%, while GMV increased by $18.3 million, or 9.6%.

The increase in GMV was driven by consignment sales in our industrial and heavy equipment categories, while Revenue declined slightly due to lower availability of large spot purchase transactions with international clients as well as an increase in consignment sales.

Despite inherent variations in the mix of assets sourced and sold by the CAG segment in any given period, Segment direct profit as a percentage of total revenue remained relatively consistent between the periods.

As a result of the decline in revenues, Segment direct profit decreased by $0.9 million, or 2.9%.

Global supply chains may experience heightened disruptions due to international tensions and other factors, which could limit the volume of assets made available for sale in any period.

Revenue from our Machinio reportable segment increased 16.9%, or $2.3 million, due to price increases and continued growth in subscribers.

As a result of the increase in revenues, Segment direct profit increased 17.2%, or $2.3 million.

Segment direct profit as a percentage of total revenue remained relatively consistent between the period.

Segment direct profit increased by $9.3 million, or 12.9%, and Segment direct profit as a percentage of total revenue decreased from 93.7% to 92.7%, as our expanded service offerings for higher-volume sellers have a higher revenue take-rate but require additional costs of goods sold relative to our traditional self-service model.

Revenue from our RSCG reportable segment increased by $97.3 million, or 41.8%, concentrated in the first three quarters of fiscal 2025, due to a $97.7 million, or 30.5%, increase in GMV from expanded multi-channel buyer development efforts with existing and new retail client programs alike, and increased volumes from our client purchase model programs relative to our consignment programs, while certain inventory purchases were reduced starting in the fourth quarter of fiscal 2025.Segment direct profit increased by $7.9 million, or 11.8%, and Segment direct profit as a percentage of total revenue decreased from 28.7% to 22.6%, reflecting the increased mix of purchase model transactions, purchase rate changes, partially offset by lower transaction processing fees.

Revenue from our CAG reportable segment increased by $1.6 million, or 4.3%, due to a $39.4 million, or 18.8%, increase in GMV from continued growth of recurring sellers transacting under the consignment model in our heavy equipment category, as well as our biopharma and energy categories, partially offset by fewer large international spot purchase transactions, and certain industrial categories and regions experiencing tempered activity due to economic and tariff-related supply chain uncertainty, during the fiscal year ended September 30, 2025.

Revenue increased at a lower rate than GMV due to the increase in transactions conducted under the consignment model during the current fiscal year.

Segment direct profit increased by $3.6 million, or 11.4%, as the increased consignment mix, driven by the heavy equipment category, has a greater impact on Segment direct profit than total revenues.

Segment direct profit as a percentage of total revenue increased from 83.0% to 88.6% due to fewer international spot purchase transactions in the current year.

As a reminder, there are inherent variations in the mix of assets sourced and sold by the CAG segment in any given period.

Global supply chains may experience heightened disruptions due to international tensions, including certain industrial categories and regions currently experiencing tempered activity due to economic and tariff-related supply chain uncertainty, as well as other factors, which could limit the volume of assets made available for sale in any period.

Machinio & Software Solutions .

Revenue in our Machinio & Software Solutions businesses increased 22.2%, or $3.6 million, due to Machinio price increases and continued growth in its subscribers, and from the acquisition of Auction Software to form our Software Solutions business.

As a result of this increase in revenues, segment direct profit increased 19.1%, or $2.9 million.

Segment direct profit as a percentage of total revenue decreased from 95.1% to 92.7% as a result of the Auction Software acquisition.

Consolidated Results

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Cost of goods sold (excludes depreciation and amortization) .

Cost of goods sold increased $35.8 million, or 25.2%, which changed at a higher rate than Revenue primarily due to increased volumes from expanded purchase programs at our RSCG segment, driven by lower-touch general merchandise categories.

Cost of goods sold increased $89.7 million, or 50.4%, primarily due to increased purchase transaction volumes at our RSCG reportable segment during the fiscal year ended September 30, 2025.

Technology and operations expenses .

Technology and operations expenses increased $4.3 million, or 7.5%, primarily in support of the increased transaction volumes across our segments, including operating costs associated with expanded full-service consignment solutions in our GovDeals segment through our acquisition of Sierra, and a $0.5 million increase in stock compensation.

Technology and operations expenses increased $7.2 million, or 11.7%, primarily to support higher transaction volumes across our segments, expanded service offerings including through the acquisition of Sierra in our GovDeals segment, a $0.6 million increase in stock compensation expense, the acquisition of Auction Software (see Note 3- Acquisitions ).

In response to higher temporary storage costs associated with elevated purchase volumes at our RSCG segment during the first half of fiscal 2025, we consolidated our RSCG warehouse locations and streamlined logistics to improve alignment between our buyers and our sources of inventory.

Sales and marketing expenses .

Sales and marketing expenses increased $5.4 million, or 11.0%, due to our market share expansion and client diversification efforts, and a $0.6 million increase in stock compensation.

Furthermore, the year ended September 30, 2023, included a $0.9 million non-recurring benefit from a concluded client program.

Sales and marketing expenses increased $6.1 million, or 11.2%, due to increased sales expenses incurred to support the greater purchase transaction volumes across our segments, including RSCG and GovDeals, as well as expansion in the heavy equipment vertical at CAG, other key initiatives, and a $1.7 million increase in stock compensation expense.

General and administrative expenses .

General and administrative expenses increased by $3.9 million, or 13.8%, due to a $1.8 million increase in stock compensation primarily from variable stock awards tied to financial performance targets, $0.5 million in litigation settlement expense incurred during the year ended September 30, 2024 (see Note 16 - Legal Proceedings for further information), and other costs in support of our growth.

General and administrative expenses increased $0.8 million, or 2.5%, primarily due to a $1.2 million increase in stock compensation expense, partially offset by $0.5 million in litigation expense incurred during the prior year ended September 30, 2024;

see Note 15 - Legal Proceedings for further information.

Depreciation and amortization .

Depreciation and amortization expense increased $0.9 million, or 7.7%, in connection with our acquisition of Sierra;

see Note 4 - Sierra Acquisition.

Depreciation and amortization expense decreased $1.7 million, or 14.1%, primarily due to certain historically acquired intangible assets reaching the end of their useful lives during the fiscal year ended September 30, 2025.

Other operating expenses, net .

Other operating expenses, net decreased $0.4 million, or 27.9%, due to lower acquisition-related costs during the fiscal year ended September 30, 2025, partially offset by $0.5 million of impairment expense at our RSCG segment following the exit of a warehouse;

see Note 6 - Leases for further information.

Interest and other income, net .

Interest and other income, net increased $0.9 million, or 32.4%, due to higher balances held in cash equivalent and short-term investments and the effect of rising interest rates.

Interest and other income, net increased $0.5 million, or 13.5%, due to higher balances held in cash equivalent and short-term investments, partially offset by a decline in interest rates.

Provision for income taxes .

Provision for income taxes decreased $0.7 million to an expense of $7.3 million from an expense of $8.0 million due to the decrease in state and deferred income taxes resulting from lower income in the current year compared to prior year.

The Company's effective tax rate was 26.7% for the twelve months ended September 30, 2024.

The 2024 effective tax rate differed from the statutory federal rate of 21.0% primarily as a result of the impact of foreign, state, and local income taxes and permanent adjustments.

Provision for income taxes increased $4.1 million to an expense of $11.3 million from an expense of $7.3 million due to the increase in state and deferred income taxes resulting from higher pre-tax income in fiscal 2025.

The Company's effective tax rate was 28.8% for the fiscal year ended September 30, 2025.

The fiscal 2025 effective tax rate differed from the statutory federal rate of 21.0% primarily as a result of the impact of foreign, state, and local income taxes and permanent adjustments.

Year Ended September 30, 2024 Compared to Year Ended September 30, 2023

Segment Results

Total revenues from our GovDeals reportable segment increased $2.7 million, or 4.5%, due to a $5.8 million, or 0.8%, increase in GMV driven by increased marketplace activity for its surplus property categories, including the number of sellers and assets sold;

however, supply chain challenges reduced the volume of used vehicles available to be sold during the first quarter of the current fiscal year and market prices for used vehicles remain volatile.

Revenue grew at a greater rate than GMV due to marketplace pricing increases and a decline in the mix of lower take-rate foreclosed real estate properties available for auction.

In periods where GovDeals real estate sales increase, GovDeals revenue as a percent of GMV would be expected to decline, as these higher value real estate sales are generally conducted at a lower take-rate than our traditional GovDeals asset categories.

Revenue grew at a higher rate than GMV due to the expansion of service offerings to new, higher-volume sellers, including through the acquisition of Sierra.

Segment direct profit increased by $12.9 million, or 22.0%, consistent with the increase in revenues.

Segment direct profit as a percentage of total revenue remained consistent between the periods.

Revenue from our RSCG reportable segment increased $34.1 million, or 20.5%, due to a $49.3 million, or 20.9%, rise in GMV due to access to recurring product flows from new and expanded client programs and network of warehouses, including expansion of our AllSurplus Deals direct-to-consumer storefront locations, a stronger holiday return and liquidations season, and favorable recovery rates at the points in the year where less inventory was available to buyers in the broader spot market.

Segment direct profit increased by $4.4 million, or 6.8%, due to increased volumes.

Segment direct profit as a percentage of total revenue decreased from 38.4% to 34.0%, due to changes in the product mix available as certain client programs made a higher volume of lower value products available for sale in the current year, in addition to $1.0 million in inventory provisions.

Revenue from the CAG reportable segment decreased by $4.1 million, or 9.6%.

GMV increased by $2.5 million, or 1.3%, driven by increased consignment sales in our industrial and heavy equipment categories.

Revenue declined despite the increase in GMV due to a lower mix of large spot purchase transactions with international clients.

The increase in transactions conducted under the consignment model contributed to Segment direct profit increasing by $3.1 million, or 10.6%.

Segment direct profit as a percentage of total revenue increased 15.3%, which may fluctuate due to inherent variations in the mix of assets sourced and sold by the CAG segment in any given period, due to a higher mix of consignment transactions conducted during the current year.

Challenged global supply chains are experiencing heightened disruptions due to international tensions and other factors, which could limit the volume of assets made available for sale in any period.

Revenue from our Machinio reportable segment increased 14.4%, or $1.7 million, due to price increases and continued growth in subscribers.

Segment direct profit as a percentage of revenue declined slightly due to the previously noted expansion in service offerings.

These increased purchase volumes and their effect of lowering Segment direct profit as a percentage of total revenue are expected to continue into fiscal 2025.

Revenue from the CAG reportable segment decreased by $0.8 million, or 2.1%, while GMV increased by $18.3 million, or 9.6%.

As a result of the decline in revenues, Segment direct profit decreased by $0.9 million, or 2.9%.

Global supply chains may experience heightened disruptions due to international tensions and other factors, which could limit the volume of assets made available for sale in any period.

Machinio & Software Solutions .

Revenue from our Machinio & Software Solutions reportable segment increased 16.9%, or $2.3 million, due to price increases and continued growth in subscribers.

As a result of the increase in revenues, Segment direct profit increased 17.2%, or $2.3 million.

Segment direct profit as a percentage of total revenue remained relatively consistent between the periods.

Segment direct profit as a percentage of total revenue remained relatively consistent between the period.

Consolidated Results

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Depreciation and amortization

Fair value adjustment of acquisition earn-outs

Other operating expenses, net

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Cost of goods sold (excludes depreciation and amortization) .

Cost of goods sold increased $22.9 million, or 19.2%, which changed at a higher rate than Revenue primarily due to our RSCG segment where changes in the product mix available as certain client programs made a higher volume of lower value products available for sale in the current year.

Technology and operations expenses .

Technology and operations expenses increased $1.6 million, or 2.8%, primarily due to higher technology labor costs supporting our continued marketplace modernization efforts, greater operations labor associated with the timing of transactions at our CAG segment, and a $1.0 million increase in other variable compensation.

Sales and marketing expenses .

Sales and marketing expenses increased $6.2 million, or 14.4%, due to the impact of our market share expansion and client diversification efforts, as well as a $1.3 million increase in stock compensation expense and other variable compensation, a $1.2 million increase in bad debt expense, and the impact of other inflationary cost increases.

Sales and marketing expenses increased $5.4 million, or 11.0%, due to our market share expansion and client diversification efforts, and a $0.6 million increase in stock compensation.

Furthermore, the year ended September 30, 2023, included a $0.9 million non-recurring benefit from a concluded client program.

General and administrative expenses .

General and administrative expenses were consistent between the years ended September 30, 2023, and 2022.

General and administrative expenses increased by $3.9 million, or 13.8%, due to a $1.8 million increase in stock compensation primarily from variable stock awards tied to financial performance targets, $0.5 million in litigation settlement expense incurred during the year ended September 30, 2024 (see Note 15 - Legal Proceedings for further information), and other costs in support of our growth.

Depreciation and amortization .

Depreciation and amortization expense increased $0.9 million, or 9.0%, primarily due to a full year impact of the increase in amortization of intangible assets following our acquisition of Bid4Assets on November 1, 2021.

Fair value adjustment of acquisition earn-outs .

Fair value adjustment of acquisition earn-outs decreased by $24.5 million due to the cumulative non-cash gain arising from the reduction in the fair value of the Bid4Assets earn-out liability during the prior year ended September 30, 2022.

Through and as of the final measurement period ended December 31, 2022, $3.5 million in earn-out payments were made, with no additional earn-out fair value remaining.

See Note 13 - Fair Value Measurement for further information.

Depreciation and amortization expense increased $0.9 million, or 7.7%, in connection with our acquisition of Sierra;

see Note 3 - Acquisitions .

Interest and other income, net .

Interest and other income, net increased $2.7 million, due to the effect of rising interest rates on our cash equivalent and short-term investment holdings.

Provision for income taxes .

Provision for income taxes increased $0.7 million to an expense of $8.0 million from an expense of $7.3 million due to the increase in state and deferred income taxes resulting from higher income in the current year compared to prior year, exclusive of the $24.5 million non-cash gain from the fair-market value adjustment of the Bid4Assets acquisition earn-out liability.

The Company's effective tax was 27.7% for the twelve months ended September 30, 2023.

The 2023 effective tax rate differed from the statutory federal rate of 21.0% primarily as a result of the impact of foreign, state, and local income taxes and permanent adjustments.

Interest and other income, net increased $0.9 million, or 32.4%, due to higher balances held in cash equivalent and short-term investments and the effect of rising interest rates.

Non-GAAP Financial Measures

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Interest and other (income) expense, net, can include non-operating gains and losses, such as from foreign currency fluctuations.

Our definition of Non-GAAP Adjusted EBITDA differs from Non-GAAP EBITDA because we further adjust Non-GAAP EBITDA for stock-based compensation expense, acquisition costs such as transaction expenses and changes in earn out estimates, business realignment expense, deferred revenue purchase accounting adjustments, and goodwill and long-lived asset impairment.

Our definition of Non-GAAP Adjusted EBITDA differs from Non-GAAP EBITDA because we further adjust Non-GAAP EBITDA for stock-based compensation expense, acquisition costs such as transaction expenses and changes in earn out estimates, business realignment expenses, litigation settlement expenses that are not expected to reoccur, and goodwill, long-lived and other non-current asset impairment.

We believe Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA are useful to an investor in evaluating our performance for the following reasons:

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• We believe adjusting 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 other non-cash charges, such as impairment costs or other costs incurred outside our ordinary course of business, provides additional information about our cost structure, and, over time, helps track our performance.

• 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 Non-GAAP EBITDA and Non-GAAP 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.

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Year ended September 30,

Interest and other (income) expense, net (1)

Interest and other income, net (1)

Provision for income taxes

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Business realignment expenses (3)

Fair value adjustments to acquisition earn-outs

Non-GAAP Adjusted EBITDA

1 Interest and other (income) expense, net excludes non-services pension and other postretirement expense (benefit).

2 Acquisition-related costs are included in Other operating expenses (income), net on the Consolidated Statements of Operations.

1 Interest and other income, net excludes non-services pension and other postretirement expense (benefit).

2 Acquisition-related costs are included in Other operating expenses, net on the Consolidated Statements of Operations.

Litigation settlement expense reflects significant legal settlements not expected to reoccur and are included in General and administrative expenses on the Consolidated Statements of Operations.

For further information see Note 16 - Legal Proceedings, discussing the litigation settlement that occurred during the fiscal year ended September 30, 2024.

3 Business realignment expenses, included as a component of Other operating expenses (income), net on the Consolidated Statements of Operations, includes the amounts accounted for as exit costs under ASC 420, Exit or Disposal Cost Obligations, and the related impacts of business realignment actions subject to other accounting guidance.

For further information see Note 15 - Legal Proceedings, for details about the litigation settlement that occurred during the fiscal year ended September 30, 2024.

3 Business realignment expenses, included as a component of Other operating expenses, net on the Consolidated Statements of Operations, includes the amounts accounted for as exit costs under ASC 420, Exit or Disposal Cost Obligations, and the related impacts of business realignment actions subject to other accounting guidance including operating lease impairment expense resulting from such actions as described in Note 6 - Leases.

Liquidity and Capital Resources

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As of September 30, 2025, we had $174.6 million in Cash and cash equivalents and $11.2 million in Short-term investments, which we believe is sufficient to meet the Company’s anticipated cash needs for at least one year from the date of these financial statements.

The Company accepts multiple forms of payment including payment cards, bank transfers, and other merchant account providers.

Generally, we require receipt of payment prior to shipment or buyer-arranged pick-up at the point of sale, which minimizes our collection risk on those transactions.

However, for a limited number of financially qualified buyers, which can include re-sellers, we may from time-to-time extend credit for certain large purchases with negotiated payment periods.

Credit terms commonly require payment to be made within 30 days, but where commercial terms or market conditions warrant these payment terms may be extended for up to six months.

As a result, our consolidated accounts receivable balances are typically a small component of our overall financial position but may, at times, be concentrated among a limited, small number of such buyers.

Collection risk from and credit exposure to these financially qualified buyers is regularly reviewed by management and adjusted as needed.

Capital Expenditures

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As of September 30, 2025, we had no significant outstanding commitments for capital expenditures.

Our future capital requirements will depend on many factors including our rate of revenue growth, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the development and deployment of new marketplaces, the introduction of new value-added services and the costs to expand our network of warehouses including our new lease for warehouse space in Brownsburg, Indiana which commenced during the year ended September 30, 2024.

We may seek to enter agreements with respect to potential investments in, or acquisitions of, complementary businesses, products or technologies, which could also require us to seek additional equity or debt financing.

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Credit Agreement

The Company maintains a $25.0 million Credit Agreement with Wells Fargo Bank, National Associated (the Credit Agreement).

During the year ended September 30, 2023, the Credit Agreement was amended to extend the maturity date by 12 months to March 31, 2025 (the First Amendment).

During the six months ended March 31, 2024, the Credit Agreement was amended to extend the maturity date by an additional 12 months to March 31, 2026 (the Second Amendment).

The Company maintains a $25.0 million revolving credit facility with Wells Fargo Bank, National Association (as amended the Credit Agreement).

On March 31, 2023, the Credit Agreement was amended to extend the maturity date by 12 months to March 31, 2025 (the First Amendment).

On March 27, 2024, the Credit Agreement was amended to extend the maturity date by an additional 12 months to March 31, 2026 (the Second Amendment).

No other changes, including regarding the borrowing terms or capacities, were made to the Credit Agreement as a result of the First Amendment or the Second Amendment.

On May 7, 2025, the Company entered into a Third Amendment to the Credit Agreement (the Third Amendment) that extended the maturity date of the Credit Agreement to March 31, 2027, increased the maximum aggregate borrowing amount from $25.0 million to $35.0 million, and increased the sublimit for standby letters of credit from $10.0 million to $35.0 million.

The Company may draw upon the Credit Agreement for general corporate purposes.

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Interest is payable monthly.

During the year ended September 30, 2024, the Company did not make any draws under the Line of Credit and issued $7.5 million of standby letters of credit.

As of September 30, 2024, the Company had no outstanding borrowings under the Line of Credit and had $7.5 million of standby letters of credit outstanding.

The amount of standby letters of credit are reserved against the Line of Credit and are not available for borrowing, resulting in $17.5 million of remaining borrowing capacity under the Line of Credit as of September 30, 2024.

During the fiscal year ended September 30, 2025, the Company did not make any draws under the Credit Agreement, had no outstanding borrowings under the Credit Agreement and had $9.0 million of standby letters of credit outstanding.

The amount of standby letters of credit are reserved against the Credit Agreement and are not available for borrowing, resulting in $26.0 million of remaining borrowing capacity under the Credit Agreement as of September 30, 2025.

The obligations under the Credit Agreement are unconditionally guaranteed by us and each of our existing and subsequently acquired or organized domestic subsidiaries and secured on a first priority basis by a security interest (subject to permitted liens) in substantially all assets owned by us, and each of our other domestic subsidiaries, subject to limited exceptions.

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Working Capital Management

Most of our sales are recorded subsequent to receipt of payment authorization, utilizing credit cards, wire transfers, and PayPal, an Internet-based payment system, as methods of payments.

Most of our sales are recorded subsequent to receipt of payment authorization, utilizing credit cards, wire transfers, ACH, and other secure electronic payment platforms as methods of payment.

These platforms generally provide immediate authorization and timely settlement.

As a result, we are not subject to significant collection risk, as goods are generally not shipped before payment is received.

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tax expense on the $9.1 million of undistributed foreign earnings as of September 30, 2025.

As of September 30, 2024 and 2023, $25.7 million and $19.1 million, respectively, of cash and cash equivalents was held outside of the U.S.

An aggregate of $22.5 million and $25.7 million of cash and cash equivalents and short-term investments was held outside of the U.S.

as of September 30, 2025 and 2024, respectively.

These amounts are not currently considered in our evaluation of near-term liquidity needs in the U.S.

due to the potential for adverse tax consequences upon repatriation.

Other Uses of Capital Resources

Auction Software Acquisition .

On January 31, 2025, the Company acquired Auction Software, a private-label marketplace and SaaS solutions provider.

Auction Software results are reported within our Machinio & Software Solutions reportable segment.

See Note 3 - Acquisitions for more information regarding this transaction.

Sierra Acquisition .

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(Sierra), a full-service auction company specializing in the sale of vehicles, equipment and surplus assets for government agencies, commercial businesses, and charities in the southwestern U.S.

See Note 4 - Sierra Acquisition for more information regarding this transaction.

Bid4Assets, Inc.

Acquisition .

On November 1, 2021, our GovDeals segment purchased all of the issued and outstanding shares of stock of Bid4Assets.

Bid4Assets is a leading online marketplace focused on conducting real property auctions for the government, including tax foreclosure sales and sheriff's sales.

Our investment through the acquisition of Bid4Assets will support continued growth in the GovDeals reportable segment, particularly in our real estate vertical.

The acquisition date fair value of the consideration transferred to the former shareholders of Bid4Assets was approximately $42.7 million consisting of $14.7 million in cash (net of working capital adjustments totaling $0.3 million) and earn-out consideration with a fair value of $28.0 million.

As part of the acquisition of Bid4Assets, former shareholders of Bid4Assets were eligible to receive earn-out consideration of up to $37.5 million in cash.

Through December 31, 2022, $3.5 million in earn-out payments were made.

The remaining earn-out fair value was $0 based upon actual performance through the final earn-out measurement period ended December 31, 2022.

Through and as of the final measurement period ended December 31, 2022, $3.5 million in earn-out payments were made.

See Note 3 - Bid4Assets Acquisition for further information.

See Note 3 - Acquisitions for more information regarding this transaction.

Share Repurchases .

From time to time, we may be authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors.

From time to time, we have been authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors.

Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate.

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The repurchase program may be discontinued or suspended at any time and will be funded using our available cash.

On December 6, 2021, and May 13, 2022, the Company's Board of Directors authorized new stock repurchase plans of up to $20 million and $12 million, respectively.

The Company repurchased 1,567,277 shares for $25.4 million during the year ended September 30, 2022.

On December 6, 2022, March 13, 2023, and September 8, 2023, the Company's Board of Directors authorized new stock repurchase plans of up to $8.4 million, $8.0 million and $15.2 million, respectively.

The Company repurchased 1,607,141 shares for $21.2 million during the year ended September 30, 2023.

As of September 30, 2023, the Company had $17.0 million of remaining share repurchase authorization through December 31, 2025.

The Company repurchased 564,887 shares for $9.4 million during the year ended September 30, 2024.

As of September 30, 2024, the Company had $7.6 million of remaining authorization to repurchase shares through December 31, 2025.

On December 9, 2024, the Company's Board of Directors authorized the repurchase of up to an additional $10.0 million of the Company's outstanding shares of common stock through December 31, 2026.

The Company repurchased 623,687 shares for $16.1 million during the year ended September 30, 2025.

As of September 30, 2025, the Company had $1.5 million of remaining authorization to repurchase shares through December 31, 2026.

On November 17, 2025, the Company's Board of Directors authorized the repurchase of up to $15.0 million of the Company's outstanding shares of common stock through December 31, 2027.

Off-Balance Sheet Arrangements .

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2025 Compared to 2024

Net cash provided by operating activities was $66.8 million and $70.2 million for the twelve months ended September 30, 2025 and 2024, respectively.

While our Net income as adjusted for non-cash items increased by $7.3 million, this was more than offset by a combined $15.8 million decrease in cash inflows associated with our Accounts payable and Payables to sellers accounts as the prior year benefited from the receipt of buyer payments for certain, larger consignment asset sales near the end of the year.

Our working capital accounts are subject to natural variations depending on the rate of change of our transaction volumes, the timing of cash receipts and payments, and variations in our transaction volumes related to settlements between our buyers and sellers.

RSCG's purchase program volume changes may cause operating cash flows from Accounts receivable, Accounts payable and Inventory to fluctuate.

As GovDeals real estate sales with settlement services increase, operating cash flow fluctuations from Accounts payable and Payables to sellers may become more variable.

The amount of cash received and settled will be substantially higher than our take-rate on such transactions, and the timing of auction events, cash collection period, and payment of settlements relative to period end dates can potentially drive substantial cash movements to the extent the timing of such activities cross fiscal periods.

Our US federal income tax payments increased in fiscal 2025 as our remaining federal net operating loss carryforwards were fully utilized.

There have been no other significant changes to the working capital requirements for the Company.

Net cash used in investing activities was $23.0 million and $16.1 million for the twelve months ended September 30, 2025 and 2024, respectively.

The $6.9 million increase in cash used in investing activities was primarily driven by a $16.8 million increase in the purchase of short-term investments, partially offset by an increase of $2.0 million in maturities of short-term investments, a $1.0 million decrease in capital expenditures, and a $6.7 million decrease in cash paid for business acquisitions;

see Note 3 - Acquisitions .

Net cash used in financing activities was $21.8 million and $11.2 million for the twelve months ended September 30, 2025 and 2024, respectively.

The $10.6 million increase in cash used in financing activities was primarily driven by a $6.8 million increase in share repurchases and a $3.5 million increase in taxes paid associated with the net settlement of stock compensation awards.

Changes in Cash Flows:

2024 Compared to 2023

Net cash provided by operating activities was $70.2 million and $47.0 million for the years ended September 30, 2024 and 2023, respectively.

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The $4.7 million increase in cash used in investing activities was primarily driven by $13.2 million in cash paid, net of cash acquired, for the Sierra acquisition;

see Note 4 - Sierra Acquisition for further information.

see Note 3 - Acquisitions for further information.

This was partially offset by a $6.2 million increase from the maturation of short-term investments.

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The $10.9 million decrease in cash used in financing activities was primarily driven by an $11.8 million decrease in share repurchases, offset slightly by $1.0 million in higher taxes paid associated with the net settlement of stock compensation awards.

Changes in Cash Flows:

2023 Compared to 2022

Net cash provided by operating activities was $47.0 million and $44.8 million for the years ended September 30, 2023, and 2022, respectively.

The $2.2 million increase in cash provided by operating activities between periods was attributable to $8.4 million of higher Net income as adjusted for non-cash items;

a $9.0 million increase in cash inflows from Accounts receivable driven by the collection of proceeds from large spot purchase transactions with international clients conducted in the prior year;

and a $2.9 million decrease in cash outflows from Accrued expenses and other current liabilities driven by changes in other variable compensation targets.

These increases were offset by a combined $18.0 million decrease in cash inflows associated with our Accounts payable and Payables to sellers primarily due to lower volumes of foreclosed real estate property sales and timing differences in the payment of GovDeals seller settlements relative to the period end date.

As GovDeals real estate sales with settlement services increase through the integration with Bid4Assets, operating cash flow fluctuations from accounts payable and payables to sellers are expected to become more variable.

There have been no other significant changes to the working capital requirements for the Company.

Net cash used in investing activities was $11.4 million and $21.1 million for the years ended September 30, 2023, and 2022, respectively.

The $9.7 million decrease in cash used in investing activities was driven by the prior year $11.2 million in cash paid at closing to acquire Bid4Assets on November 1, 2021, net of cash acquired (see Note 3 - Bid4Assets Acquisition for further information), $2.7 million in lower capital expenditures, and $1.9 million from the maturity of short-term investments.

These decreases were offset by a $6.2 million increase in the purchase of short-term investments.

Net cash used in financing activities was $22.1 million and $31.9 million for the years ended September 30, 2023, and 2022, respectively.

The $9.8 million decrease in cash used by financing activities was primarily driven by $4.2 million of lower common stock repurchases in the current year, a $1.5 million decrease in taxes paid associated with net settlement of stock compensation awards, and the non-recurring earn-out payment of $3.5 million made during the year ended September 30, 2022, in connection with the Bid4Assets acquisition.

New Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis