51 unchanged sentences
This assessment is supported by testing and monitoring performed by our finance organization.
−Removed: As permitted by SEC guidance with respect to newly acquired entities, management excluded Sierra, which was acquired on January 1, 2024, from its assessment of internal control over financial reporting.
−Removed: The financial statements of Sierra Auction Management, Inc., constitute less than 2.0% of revenues and total assets (excluding goodwill and intangible assets which were integrated into the Company’s systems and control environment), in the consolidated financial statement amounts as of and for the year ended September 30, 2024.
−Removed: We are in the process of evaluating Sierra's existing controls and procedures and integrating Sierra into our internal control over financial reporting.
−Removed: See Note 4 - Sierra Acquisition , in the Notes to the Consolidated Financial Statements for further discussion on the Sierra acquisition and its impact on our consolidated financial statements.
+Added: As permitted by SEC guidance with respect to newly acquired entities, management excluded Auction Software, which was acquired on January 31, 2025, from its assessment of internal control over financial reporting.
+Added: The financial statements of Auction Software, constitute less than 1% of revenues and total assets (excluding goodwill and intangible assets which were integrated into the Company’s systems and control environment), in the consolidated financial statement amounts as of and for the year ended September 30, 2025.
+Added: We are in the process of evaluating Auction Software's existing controls and procedures and integrating Auction Software into our internal control over financial reporting.
+Added: See Note 3 - Acquisitions , in the Notes to the Consolidated Financial Statements for further discussion on the Auction Software acquisition and its impact on our consolidated financial statements.
Based on this assessment, management has concluded that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.
17 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2024, of the Company and our report dated December 12, 2024, expressed an unqualified opinion on those financial statements.
−Removed: As described in the Management Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Sierra Auction Management Inc., which was acquired on January, 1, 2024, and whose financial statements constitute less than 2.0% of revenues and total assets (excluding goodwill and intangible assets which were integrated into the Company’s systems and control environment), of the consolidated financial statement amounts as of and for the year ended September 30, 2024.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Sierra Auction Management, Inc.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2025, of the Company and our report dated November 20, 2025, expressed an unqualified opinion on those financial statements.
+Added: As described in the Management Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Auction Software, which was acquired on January 31, 2025, and whose financial statements constitute less than 1% of revenues and total assets (excluding goodwill and intangible assets which were integrated into the Company’s systems and control environment), in the consolidated financial statement amounts as of and for the year ended September 30, 2025.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Auction Software.
Basis for Opinion
16 unchanged sentences
McLean, Virginia
−Removed: December 12, 2024
+Added: November 20, 2025
Other Information.
−Removed: On August 21.
−Removed: 2024 , Edward J.
−Removed: Kolodzieski , a member of Liquidity’s Board of Directors , entered into a Rule 10b5-1 trading arrangement that provides for the sale of 30,000 shares of Liquidity Common Stock.
−Removed: The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
−Removed: The duration of the trading arrangement is until the earlier of (1) August 22, 2025 , (2) the date on which all transactions under the trading arrangement are completed, or (3) at such time as the trading arrangement is otherwise terminated or expires according to its terms.
−Removed: On December 9, 2024, the Company's Board of Directors authorized the repurchase of up to $10.0 million of the Company's outstanding shares of common stock through December 31, 2026.
−Removed: This authorization is in addition to the $7.6 million remaining under the September 8, 2023 authorization to repurchase up to $15.2 million in shares through December 31, 2025.
+Added: 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.
+Added: This authorization follows the complete utilization of our previous December 9, 2024, authorization to repurchase up to $10.0 million in shares through December 31, 2026.
The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and the existence of alternative investment opportunities.
The repurchase program will be executed consistent with the Company's capital allocation strategy of prioritizing investment to grow the business over the long term.
−Removed: Under the repurchase program, repurchases can be made from time to time using a variety of methods, including open market purchases, all in compliance with the rules of the United States Securities and Exchange Commission (the “SEC”) and other applicable legal and regulatory requirements.
−Removed: The repurchase program does not obligate the Company to acquire any particular amount of common shares, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Exec utive Officers and Corporate Governance.
−Removed: Incorporated by reference from the Company's Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2024.
+Added: The information required by Items 401(a), 401(b) 401(c), 401(d), 401(e)(1), 401(e)(2), 401(f), 401(g), 405(a), 407(c)(3), 407(d)(4), 407(d)(5), and 408(b) of Regulation S-K is incorporated by reference from the Company's Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2025.
Code of Ethics, Governance Guidelines and Committee Charters
7 unchanged sentences
Executive Compensation.
−Removed: Incorporated by reference from the Company's Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2024.
+Added: The information required by Items 402(b), 402(c), 402(d), 402(e), 402(f), 402(g), 402(h), 402(i), 402(j), 402(k), 402(s), 402(t), 402(u), 402(v), 402(w), 402(x), 407(e)(4), and 407(e)(5) of Regulation S-K is incorporated by reference from the Company's Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2025.
Security Owners hip of Certain Beneficial Owners and Management and Related Stockholders Matters.
−Removed: Incorporated by reference from the Company's Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2024.
+Added: The information required by Items 201(d), 403(a), and 403(b) of Regulation S-K is incorporated by reference from the Company's Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2025.
Certain Relations hips and Related Transactions, and Director Independence.
−Removed: Incorporated by reference from the Company's Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2024.
+Added: The information required by Items 404(a), 404(b), 407(a)(1), 407(a)(2) and 407(a)(3) of Regulation S-K is incorporated by reference from the Company's Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2025.
Principal Account ant Fees and Services.
−Removed: Incorporated by reference from the Company's Proxy Statement relating to its 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2024.
+Added: The information required by Items 9(e)(1)-(4), 9(e)(5) and 9(e)(6) of Schedule 14A is incorporated by reference from the Company's Proxy Statement relating to its 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after September 30, 2025.
Exhibits and Fi nancial Statement Schedules.
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In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 12, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 20, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
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McLean, Virginia
−Removed: December 12, 2024
+Added: November 20, 2025
We have served as the Company’s auditor since 2021.
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Accumulated other comprehensive loss
−Removed: Retained earnings (accumulated deficit)
+Added: Retained earnings
Total stockholders’ equity
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Depreciation and amortization
−Removed: Fair value adjustment of acquisition earn-outs
Other operating expenses, net
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Defined benefit pension plan—unrecognized amounts
−Removed: Foreign currency translation
+Added: Foreign currency translation and other
Other comprehensive income (loss)
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Common stock surrendered in the exercise of stock options
−Removed: Forfeiture of restricted stock awards
Stock compensation expense
4 unchanged sentences
Taxes paid associated with net settlement of stock compensation awards
+Added: Acquisition consideration paid in common stock (Note 3)
Common stock repurchases
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Depreciation and amortization
−Removed: Change in fair value of earn-out liability
Stock compensation expense
1 unchanged sentence
Provision for doubtful accounts
−Removed: Deferred tax expense (benefit)
+Added: Deferred tax expense
Impairment of long-lived and other non-current assets
(Gain) loss on disposal of property and equipment
−Removed: Gain on disposal of lease assets
Changes in operating assets and liabilities:
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Payments of the principal portion of finance lease liabilities
−Removed: Payments of debt issuance costs
Proceeds from exercise of common stock options, net of tax
Taxes paid associated with net settlement of stock compensation awards
−Removed: Payment of earn-out liability related to business acquisition
Common stock repurchases
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Common stock surrendered in the exercise of stock options
+Added: Acquisition consideration paid in common stock
See accompanying notes to the consolidated financial statements.
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Liquidity Services, Inc.
−Removed: (Liquidity Services, the Company) is a leading global commerce company providing trusted online marketplace platforms that power the circular economy.
+Added: (Liquidity Services, the Company) 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.
−Removed: We connect millions of buyers and thousands of sellers through our leading e-commerce auction marketplaces, search engines, asset management software, and related services.
+Added: 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.
−Removed: Liquidity Services was incorporated in Delaware in November 1999 as Liquidation.com, Inc.
−Removed: and commenced operations in early 2000.
−Removed: On January 1, 2024, the Company acquired Sierra Auction Management, Inc.
−Removed: (Sierra), an Arizona corporation based in Phoenix, AZ.
−Removed: Sierra is a full-service auction company specializing in the sale of vehicles, equipment and surplus assets for government agencies, commercial businesses, and charities.
−Removed: See Note 4 – Sierra Acquisition for more information regarding this transaction.
−Removed: On November 1, 2021, our GovDeals segment acquired Bid4Assets, Inc.
−Removed: (Bid4Assets), a Maryland corporation based in Silver Spring, MD.
−Removed: Bid4Assets is a leading online marketplace focused on conducting foreclosed real estate auctions.
−Removed: See Note 3 - Bid4Assets Acquisition for more information regarding this transaction.
+Added: Incorporated in Delaware as Liquidation.com in November 1999, Liquidity Services has over 25 years of industry experience.
Reportable Segments
−Removed: The Company has four operating and reportable segments under which we conduct business:
−Removed: GovDeals, Capital Assets Group (CAG), Retail Supply Chain Group (RSCG), and Machinio.
+Added: The Company has five operating segments and three reportable segments under which we conduct business:
+Added: GovDeals, Retail Supply Chain Group (RSC G), and Capital Assets Group (CAG).
+Added: 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 .
−Removed: 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;
−Removed: see Note 3 - Bid4Assets Acquisition and Note 4 - Sierra Acquisition , respectively.
+Added: 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 its GovDeals, Bid4Assets and Sierra marketplaces;
+Added: 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.
−Removed: The CAG reportable segment enables commercial businesses to sell surplus assets on our AllSurplus marketplace.
−Removed: The core verticals in which CAG operates include industrial manufacturing, oil and gas, heavy equipment, biopharma, and electronics.
+Added: 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.
−Removed: 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.
−Removed: This segment primarily uses the AllSurplus and GovDeals marketplaces.
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: • Machinio & Software Solutions .
+Added: 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.
+Added: 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.
Liquidity Services, Inc.
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the effect of general business and economic trends including inflationary pressures and impacts from interest rate changes;
−Removed: armed conflicts around the world;
−Removed: the Company's susceptibility to rapid technological change;
+Added: tariffs and other trade barriers;
+Added: ongoing international armed and geopolitical conflicts;
+Added: susceptibility to rapid technological change;
actual and potential competition by entities with greater financial and other resources;
+Added: collectability of payment from our buyers;
and the potential for the commercial sellers from which the Company derives a significant portion of its inventory to change the way they conduct their disposition of surplus assets or to otherwise terminate or not renew their contracts with the Company.
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Short-term Investments
−Removed: The Company's short-term investments are designated as held-to-maturity investment securities, recorded at amortized cost, and are included as a current asset in the line-item Short-term investments within our Consolidated Balance Sheets as their maturity is less than one year from the balance sheet date.
+Added: The Company's short-term investments are designated as held-to-maturity investment securities, recorded at amortized cost, and are included as a current asset in the line-item Short-term investments within our Consolidated Balance Sheets as their maturity is less than one year fr om the balance sheet date.
Interest income earned through our short-term investments are recorded to Interest and other income, net within the Consolidated Statements of Operations.
−Removed: Accounts Receivable
−Removed: Accounts receivable are recorded at the invoiced amount and are non-interest-bearing.
−Removed: The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables.
−Removed: Changes in allowances, which are included in Sales and marketing
Liquidity Services, Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements (Continued)
−Removed: within the Consolidated Statements of Operations, are based on management’s judgment, which considers historical bad debt experience, a specific review of all significant outstanding invoices, customer-specific information and relevant conditions, and an assessment of general economic conditions.
−Removed: As of September 30, 2024 , the Company's bad debt allowance was $ 1.7 million.
+Added: Accounts Receivable
+Added: Accounts receivable are recorded at the invoiced amount and are non-interest-bearing.
+Added: The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables.
+Added: Changes in allowances, which are included in Sales and marketing within the Consolidated Statements of Operations, are based on management’s judgment, which considers historical bad debt experience, a specific review of all significant outstanding invoices, customer-specific information and relevant conditions, and an assessment of general economic conditions.
+Added: As of September 30, 2025 , the Company's allowance for doubtful accounts was $ 0.8 million.
Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or net realizable value in the line-item Inventory, net on the Consolidated Balance Sheets.
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Charges for unsellable inventory, as well as for inventory written down to net realizable value, are included in Cost of goods sold in the period in which they have been determined to occur.
−Removed: As of September 30, 2024 , the Company's Inventory, net on its Consolidated Balance Sheet reflects immaterial adjustments to net realizable value.
−Removed: As of September 30, 2023 , the Company's Inventory, net on its Consolidated Balance Sheet reflects adjustments to net realizable value of $ 1.0 million.
+Added: As of September 30, 2025 and 2024 , the Company's Inventory, net on its Consolidated Balance Sheet is stated at net realizable value.
Prepaid expenses and other current assets
−Removed: Prepaid expenses and other current assets include the short-term portion of contract assets (described in "Contract Assets and Liabilities"), capitalized sales commissions paid (described in "Contract Costs"), recoverable value-added tax, as well as other miscellaneous prepaid expenses.
+Added: Prepaid expenses and other current assets include the short-term portion of contract assets (described in "Contract Assets and Liabilities"), capitalized sales commissions paid (described in "Contract Costs"), recoverable value-added tax, as well as other misc ellaneous prepaid expenses.
Property and Equipment
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Lease expense related to operating lease assets and liabilities is recognized on a straight-line basis over the lease term.
−Removed: Lease expense related to finance lease assets is recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term, while lease expense related to finance lease liabilities is recognized using the interest method.
−Removed: Lease-related payments not included in the determination of the lease assets and liabilities, such as variable lease payments, are expensed as incurred.
+Added: Lease expense related to finance lease assets is recognized on a straight-line basis over the shorter of the useful life of the asset or the lease term, while
Liquidity Services, Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements (Continued)
+Added: lease expense related to finance lease liabilities is recognized using the interest method.
+Added: Lease-related payments not included in the determination of the lease assets and liabilities, such as variable lease payments, are expensed as incurred.
Lease assets and liabilities are not recognized when the lease term is 12 months or less;
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If, instead, the carrying value of the reporting unit exceeds its fair value, an impairment loss is recognized in the amount of the excess carrying value.
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: Net Investment Hedges
+Added: The Company may designate certain derivative instruments (e.g., foreign‑currency forwards or cross‑currency swaps) as hedges of the foreign‑currency exposure of its net investments in foreign operations in accordance with ASC 815 and ASC 830.
+Added: At hedge inception, management prepares contemporaneous documentation that identifies the hedged net investment, the hedging instrument, the risk being hedged, and the method used to assess hedge effectiveness.
+Added: The Company applies the spot method to assess effectiveness and expects relationships to be highly effective when the derivative’s currency pair and notional amount match the portion of the net investment designated as hedged;
+Added: changes in fair value attributable to spot‑rate movements are recorded in accumulated other comprehensive income (loss) within the cumulative translation adjustment (CTA) to the extent the hedge is effective.
+Added: Under the Company’s policy, forward points (the excluded component) are recognized in current‑period earnings on a rational, systematic straight‑line basis over the hedge term;
+Added: any difference between the change in fair value of the excluded component and the straight‑line recognition is recorded in CTA.
+Added: The Company monitors hedge ratios each reporting period and will rebalance or prospectively dedesignate a portion of a hedge if the notional of the hedged net investment decreases below the derivative notional;
+Added: amounts previously recognized in CTA are not reclassified to earnings solely due to such dedesignations.
+Added: As of September 30, 2025 , the Company had one outstanding net investment hedge applied to its Canadian subsidiary, however, such hedge was not material to its consolidated financial statements.
Deferred Revenue
−Removed: Deferred revenue is primarily derived from Machinio Advertising and System subscriptions that range primarily from one to twenty-four months.
+Added: Deferred revenue is primarily derived from subscriptions from our Machinio & Software Solutions segment that range primarily from one to twenty-four months.
Subscription fees are recognized ratably over the term of the agreements.
1 unchanged sentence
In the Consolidated Statements of Operations, revenue from the resale of inventory that the Company purchases from sellers is recognized within Purchase revenues.
−Removed: Revenue from the sale of inventory that the Company sells on a consignment basis, and other non-consignment fee revenue, which includes Machinio's subscription services, is recognized within Consignment and other fee revenues.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
+Added: Revenue from the sale of inventory that the Company sells on a consignment basis, and other non-consignment fee revenue, which includes subscription services from our Machinio & Software Solutions segment, is recognized within Consignment and other fee revenues.
The Company recognizes revenue when or as performance obligations are satisfied and control is transferred to the customer.
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When the Company is acting as an agent (a “consignment” arrangement), its performance obligation is to arrange for the seller to sell an asset or assets to the buyer directly.
−Removed: The Company recognizes Consignment revenues, which are composed of buyer's premiums and/or sales commissions, based on the amounts that are paid to the Company by the buyers and sellers for utilizing the Company's services, which represent a percentage of the gross transaction proceeds.
+Added: The Company recognizes Consignment revenues, which are composed of buyer's premiums
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: and/or sales commissions, based on the amounts that are paid to the Company by the buyers and sellers for utilizing the Company's services, which represent a percentage of the gross transaction proceeds.
For the Company’s CAG segment, certain transactions may involve cooperation with third parties to satisfy the performance obligation of arranging for the sale of assets to a buyer, with proceeds shared among the parties.
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For certain transactions, payment is due upon invoice and the payment terms vary depending on the segments.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
The Company collects and remits sales taxes on merchandise that it purchases and sells and has elected the practical expedient to exclude such sales tax amounts from the transaction price.
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and (e) whether the buyer has accepted the asset or assets.
−Removed: For the Company's Machinio segment, the performance obligation has been identified as the stand ready obligation to provide access to the Machinio subscription services, which it satisfies over time and recognizes as other fee revenues.
−Removed: As of September 30, 2024 , the Machinio segment had a remaining performance obligation of $ 4.8 million;
+Added: For the Company's Machinio & Software Solutions segment, the performance obligation has been identified as the stand ready obligation to provide access to subscription services offered by our Machinio and Software Solutions businesses, which are satisfied over time and recognized as other fee revenues in the line-item Consignment and other fee revenues on the Consolidated Statements of Operations.
+Added: As of September 30, 2025 , the Machinio & Software Solutions segment had a remaining performance obligation of $ 5.1 million;
the Company expects to recognize the substantial majority of that amount as Fee Revenue over the next 12 months.
1 unchanged sentence
Cost of goods sold includes direct and incremental costs of purchasing inventory, transporting property for auction, shipping and handling costs, and credit card and other transaction fees.
−Removed: For transactions where the Company resells inventory that was purchased from sellers, the cost of goods sold includes the cost of that inventory, generally using specific identification.
+Added: For transactions where the Company resells inventory that was purchased
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: from sellers, the cost of goods sold includes the cost of that inventory, generally using specific identification.
There are no inventory costs associated with consignment sales.
2 unchanged sentences
The contract asset balance was $ 1.3 million and $ 1.5 million as of September 30, 2025 and 2024, respectively, and is included in the line-item Prepaid expenses and other current assets on the Consolidated Balance Sheets.
−Removed: Contract liabilities reflect obligations to provide services for which the Company has already received consideration and generally arise from upfront payments received in connection with Machinio's subscription services.
−Removed: The contract liability balance was $ 4.8 million and $ 4.7 million as of September 30, 2024 and 2023, respectively, and is included in the line-item Deferred revenue on the Consolidated Balance Sheet.
+Added: Contract liabilities reflect obligations to provide services for which the Company has already received consideration, and generally arise from up-front payments received in connection with our Machinio and Software Solutions subscription services.
+Added: The co ntract liability balance was $ 5.1 million and $ 4.8 million as of September 30, 2025 and 2024, respectively, and is included in the line-item Deferred revenue on the Consolidated Balance Sheet.
Of the September 30, 2024 contract liability balance, $ 4.7 million was earned as Fee Revenue during the year ended September 30, 2025.
Contract Costs
−Removed: Contract costs relate to sales commissions paid on subscription contracts that are capitalized within our Machinio segment.
−Removed: Contract costs are amortized over the expected life of the customer contract.
+Added: Contract costs relate to sales commissions paid on subscription contracts that are capitalized within our Machinio and Software Solutions businesses.
+Added: Contract costs are amortized on a straight-line basis over the expected life of the customer contract.
The contract cost balance was $ 2.3 million and $ 2.3 million as of September 30, 2025 and 2024, respectively, and is included in the line-item Prepaid expenses and other current assets and Other assets on the Consolidated Balance Sheets.
Amortization expense was $ 1.6 million and $ 1.6 million during the year ended September 30, 2025 and 2024, respectively.
−Removed: Risk Associated with Certain Concentrations
−Removed: For the majority of buyers that receive goods before payment to the Company is made, credit evaluations are performed;
−Removed: however, for the remaining buyers, goods are not shipped before payment is made, and as a result the Company is not subject to significant collection risk from those buyers.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf.
−Removed: The funds are included in Cash and cash equivalents on the Consolidated Balance Sheets.
−Removed: The Company releases the funds to the seller, less the Company's commission and other fees due, through Accounts payable after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business.
−Removed: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash in banks within non-interest bearing, interest-bearing, and earnings allowance checking accounts, as well as cash equivalent money market funds, all of which exceed the applicable U.S.
−Removed: federal (FDIC and/or SIPC) and local jurisdiction (foreign banking institutions) insurance limits, and Accounts receivable.
−Removed: The Company deposits its cash in interest bearing checking accounts, acquires cash equivalent money market funds, and holds short-term investments designated as held-to-maturity investment securities, each with financial institutions that the Company considers to be of high credit quality.
−Removed: Management continually monitors the financial institutions with whom we conduct business and responds appropriately, when necessary, to manage potential risk exposure to our cash balances above the insurance limits.
−Removed: We have multiple vendor contracts with Amazon.com, Inc.
−Removed: under which we acquire and sell commercial merchandise.
−Removed: 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.
−Removed: $ 12.2 million and $ 5.8 million of inventory purchased under such contracts with Amazon.com, Inc.
−Removed: is included in our Consolidated Inventory balances as of September 30, 2024 and 2023 , respectively.
−Removed: Our vendor contracts with respect to sourcing or consigning merchandise for our RSCG segment generally reflect the concentration dynamics inherent to the retail industry.
The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered.
50 unchanged sentences
The following table shows the chang es in accumulated other comprehensive loss, net of taxes (in thousands):
−Removed: Foreign Currency Translation Adjustments
+Added: Foreign Currency Translation Adjustments and Other
Net Change Pension and Other Postretirement Benefit Plans
7 unchanged sentences
Balance at September 30, 2025
+Added: Risk Associated with Certain Concentrations
+Added: For the majority of buyers that receive goods before payment to the Company is made, credit evaluations are performed;
+Added: however, for the remaining buyers, goods are not shipped before payment is made, and as a result the Company is not subject to significant collection risk from those buyers.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Collection risk from and credit exposure to these financially qualified buyers is regularly reviewed by management and adjusted as needed.
+Added: For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf.
+Added: The funds are included in Cash and cash equivalents on the Consolidated Balance Sheets.
+Added: The Company releases the funds to the seller, less the Company's commission and other fees due, through Accounts payable after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business.
+Added: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash in banks within non-interest bearing, interest-bearing, and earnings allowance checking accounts, as well as cash equivalent money market funds, all of which exceed the applicable U.S.
+Added: federal (FDIC and/or SIPC), local jurisdiction (foreign banking institutions) insurance limits, and Accounts receivable.
+Added: The Company deposits its cash in interest bearing checking accounts, acquires cash equivalent money market funds, and holds short-term investments designated as held-to-maturity investment securities, each with financial institutions that the Company considers to be of high credit quality.
+Added: Management continually monitors the financial institutions with whom we conduct business and responds appropriately, when necessary, to manage potential risk exposure to our cash balances above the insurance limits.
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
+Added: The Company has multiple vendor contracts with Amazon.com, Inc.
+Added: under which it acquires and sells commercial merchandise.
+Added: While purchase model transactions account for less than 20 % of our to tal GMV, the cost of inventory for purchase model transactions is the most significant component of our consolidated Costs of goods sold.
+Added: $ 10.1 million and $ 12.2 million of inventory purchased under such contracts with Amazon.com, Inc.
+Added: is included in our Consolidated Inventory balanc es as of September 30, 2025 and 2024 , respectively.
+Added: 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.
Recent Accounting Pronouncements
Accounting Standards Adopted
+Added: In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures.
+Added: It will require organizations to provide enhanced disclosures primarily regarding significant segment expenses.
+Added: The Company adopted the new standard effective herein with our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
+Added: In accordance with the ASU, we have disclosed on a retrospective basis the significant expense, by segment, in deriving our segment profit (loss) measure;
+Added: see Note 16 - Segment Information for further information.
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) .
7 unchanged sentences
Accounting Standards Not Yet Adopted
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures .
−Removed: It will require organizations to provide enhanced disclosures primarily regarding significant segment expenses.
−Removed: The guidance will be effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ending September 30, 2025.
−Removed: The guidance is required to be applied on a retrospective basis, with all such required disclosures to be made with regard to all fiscal years presented in the financial statements.
−Removed: The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
5 unchanged sentences
The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income (Topic 220):
5 unchanged sentences
The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements.
−Removed: Bid4Assets Acquisition
−Removed: On November 1, 2021, our GovDeals segment purchased all of the issued and outstanding shares of stock of Bid4Assets, Inc.
−Removed: (Bid4Assets), a Maryland corporation.
−Removed: Bid4Assets is a leading online marketplace focused on conducting foreclosed real estate auctions.
−Removed: The results of Bid4Assets' operations are included within our GovDeals reportable segment and reporting unit.
−Removed: 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.
−Removed: Former shareholders of Bid4Assets were eligible to receive earn-out consideration of up to $ 37.5 million in cash, payable based on Bid4Assets' achievement of trailing twelve-month EBITDA targets measured at the end of each calendar quarter until the quarter ended December 31, 2022.
−Removed: The Company's allocation of the purchase price to the assets acquired and liabilities assumed as of the Bid4Assets acquisition date of November 1, 2021, was as follows:
−Removed: (in thousands)
−Removed: Cash and cash equivalents
−Removed: Intangible assets
−Removed: Total assets acquired
−Removed: Payables to sellers
−Removed: Operating lease liabilities
−Removed: Deferred tax liabilities
−Removed: Total liabilities assumed
−Removed: Net identifiable assets acquired
−Removed: Total consideration transferred
−Removed: The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as Goodwill.
−Removed: The Goodwill associated with our acquisition includes the acquired assembled work force, and the value associated with the opportunity to leverage the workforce to continue to grow by adding additional customer relationships or new solutions in the future.
−Removed: Based on management's valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, Goodwill of approximately $ 30.1 million was recorded.
−Removed: The total Goodwill arising from the acquisition is included in the GovDeals reportable segment and reporting unit and is not deductible for tax purposes.
−Removed: The known intangible assets acquired were determined to consist of, and fair valued at, the following:
−Removed: (in thousands)
−Removed: Useful Life (in years)
−Removed: Contract intangibles
−Removed: Developed software
−Removed: Total identifiable intangible assets
+Added: In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):
+Added: Targeted Improvements to the Accounting for Internal-Use Software .
+Added: This ASU modernizes the accounting for internal-use software, removing for all references to software development stages and instead, requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use.
+Added: This guidance will be effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ended September 30, 2029.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the effect that the adoption of this ASU may have on its consolidated financial statements.
Liquidity Services, Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements (Continued)
−Removed: Contract Intangibles
−Removed: We recorded contract intangibles separately from goodwill based upon determination of the length, strength, and contractual nature of the relationship that Bid4Assets shared with its suppliers.
−Removed: We valued the contract intangibles using the multi-period excess earnings method, an income approach valuation model.
−Removed: 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.
−Removed: We are amortizing the contract intangibles, valued at $ 13.9 million, on a straight-line basis over a useful life of eight years , which is materially consistent with the expected pattern of economic benefit.
−Removed: Developed Software
−Removed: Developed software primarily consists of intellectual property of the Bid4Assets e-commerce marketplace and associated mailing lists.
−Removed: We valued the developed software by applying the relief-from-royalty method, an income approach valuation model.
−Removed: 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.
−Removed: We are amortizing the acquired developed technology, valued at $ 2.2 million, on a straight-line basis over a useful life of three years , which is materially consistent with the expected pattern of economic benefit.
−Removed: We valued the trade name acquired using a relief-from-royalty method.
−Removed: The significant assumptions used in the relief-from-royalty method include future expected cash flows from the trade name, the royalty rate, and the discount rate.
−Removed: We are amortizing the trade name, valued at $ 0.4 million, on a straight-line basis over a useful life of three years , which is materially consistent with the expected pattern of economic benefit.
−Removed: Contingent Consideration
−Removed: During the year ended September 30, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded contingent consideration in the amount of $ 28.0 million on its Consolidated Balance Sheets.
−Removed: Through and as of the final measurement period ended December 31, 2022, $ 3.5 million in earn-out payments were made.
−Removed: See further discussion of this matter within Note 14 - Fair Value Measurement .
−Removed: Other Information
−Removed: Revenue, net income (loss), and pro forma information related to the Bid4Assets acquisition was immaterial to the consolidated financial statements and its related notes for the years ended September 30, 2024, 2023, and 2022.
−Removed: Sierra Acquisition
+Added: Auction Software
+Added: On January 31, 2025, the Company acquired Auction Software, a private-label marketplace and SaaS solutions provider offering scalable auction platform services to entrepreneurs and businesses, for $ 6.5 million in cash paid and $ 0.9 million in stock issuance at closing, for a total preliminary purchase price of $ 7.4 million.
+Added: As of September 30, 2025, the Company's purchase price allocation related to this acquisition is preliminary and subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date.
+Added: During the three months ended June 30, 2025, the Company recorded a measurement period adjustment of $ 0.3 million for the acquired intangible assets’ fair value with a corresponding increase to goodwill.
+Added: In connection with its acquisition of Auction Software, the Company preliminarily allocated the fair value to acquired intangible assets totaling $ 2.6 million, and goodwill of $ 5.1 million.
+Added: The total goodwill arising from the acquisition is included in the Software Solutions operating segment and is deductible for tax purposes.
+Added: Auction Software's financial results are reported within the Software Solutions operating segment.
+Added: Revenue, net income (loss), and pro forma information related to the Auction Software acquisition was immaterial to the consolidated financial statements and its related notes for the twelve months ended September 30, 2025.
+Added: Sierra Auction Management, Inc.
On January 1, 2024, the Company acquired all the issued and outstanding equity securities associated with Sierra Auction Management, Inc.
(Sierra), a full-service auction company specializing in the sale of vehicles, equipment and surplus assets for government agencies, commercial businesses, and charities.
−Removed: Total preliminary purchase consideration was approximately $ 13.7 million paid in cash.
−Removed: As of September 30, 2024, the Company's purchase price allocation related to this acquisition is preliminary and subject to revision as additional information is obtained about the facts and circumstances that existed as of the acquisition date.
−Removed: In connection with its acquisition of Sierra, the Company preliminarily recorded the fair value of acquired supplier relationships and trade name assets for $ 5.1 million and $ 0.3 million, respectively, and goodwill of $ 7.9 million.
−Removed: The supplier relationships and trade name will be amortized on a straight-line basis over a useful life of six and three years , respectively .
+Added: Total purchase consideration was approximately $ 13.7 million, paid in cash.
+Added: In connection with its acquisition of Sierra, the Company recorded the fair value of acquired supplier relationships and trade name assets for $ 5.1 million and $ 0.3 million, respectively, and goodwill of $ 7.9 million.
+Added: The supplier relationships and trade name shall be amortized on a straight-line basis over a useful life of six and three years, respectively.
The total goodwill arising from the acquisition is included in the GovDeals reportable segment and is deductible for tax purposes.
Sierra's financial results are reported within the GovDeals reportable segment.
−Removed: Revenue, net income (loss), and pro forma information related to the Sierra acquisition was immaterial to the consolidated financial statements and its related notes for the year ended September 30, 2024.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
+Added: Revenue, net income (loss), and pro forma information related to the Sierra acquisition was immaterial to the consolidated financial statements and its related notes for the twelve months ended September 30, 2025 and 2024.
Earnings Per Share
The Company calculates basic EPS by dividing net income by the weighted-average number of common shares outstanding during the reporting period, excluding unvested restricted stock awards.
−Removed: The Company calculates diluted net income per share by dividing net income by the weighted-average number of common shares and potentially dilutive common shares outstanding during the reporting period using the treasury stock method.
+Added: The Company calculates diluted EPS by dividing net income by the weighted-average number of common shares and potentially dilutive common shares outstanding during the reporting period using the treasury stock method.
The Company's potentially dilutive common shares include stock options, restricted stock units, and restricted stock awards.
3 unchanged sentences
The computation of basic and diluted net income per share is as follows:
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
Year Ended September 30,
17 unchanged sentences
Total property and equipment, net
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
Depreciation and amortization expense related to property and equipment for the years ended September 30, 2025, 2024, and 2023, was $ 7.1 million, $ 8.1 million, and $ 7.4 million, respectively.
−Removed: Included in those amounts is amortization of internally developed software for internal use of $ 6.0 million, $ 5.6 million, and $ 4.7 million, respectiv ely.
+Added: Included in those amounts is amortization of internally developed software for internal use of $ 4.8 million, $ 6.0 million, and $ 5.6 million, respectively.
The Company did no t record impairment charges on material property and equipment during the years ended September 30, 2025, 2024, and 2023 .
4 unchanged sentences
The lease agreements do not contain any significant residual value guarantees or restrictive covenants.
−Removed: The Company also subleases excess corporate office space.
+Added: The Company also subleases excess office and warehouse space, when applicable.
The Company's finance leases and related balances are not significant.
The components of lease expense are:
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
September 30,
2 unchanged sentences
Operating lease cost
+Added: Operating lease impairment expense (1)
Short-term lease cost
2 unchanged sentences
Total net lease cost
+Added: (1) During the twelve months ended September 30, 2025, the Company exited from a RSCG warehouse in an effort to consolidate its warehouse operations and incurred $ 0.5 million of impairment expense.
(2) Variable lease costs primarily relate to the Company's election to combine non-lease components such as common area maintenance, insurance and taxes related to its real estate leases.
10 unchanged sentences
Supplemental disclosures of cash flow information related to leases are:
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
Years Ended September 30,
5 unchanged sentences
(1) These include adjustments due to lease modifications, renewals, and other related adjustments.
+Added: The increase in adjustments to lease assets and liabilities during the year ended September 30, 2025, is due to execution of renewal of an existing warehouse lease in Brampton, Ontario (Canada) associated with our RSCG reportable segment.
+Added: The increase in lease liabilities arising from new operating lease assets obtained during the year ended September 30, 2025, was primarily driven by our new Retail Rush store in Columbus, Ohio, and auction staging lot in Montclair, California for our GovDeals reportable segment.
Lease liabilities increased during the year ended September 30, 2024, due to the commencement of a lease for new warehouse space in Brownsburg, Indiana during the period, as well as new leases relating to the Sierra acquisitions;
−Removed: see Note 3 - Sierra Acquisition for further information.
+Added: see Note 3 - Acquisitions for further information.
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
The carrying value and changes in the carrying value of goodwill attributable to each reportable segment were as follows:
Goodwill (in thousands)
+Added: Machinio & Software Solutions
Balance at September 30, 2022
−Removed: Bid4Assets acquisition
Translation adjustments
Balance at September 30, 2023
+Added: Sierra acquisition (see Note 3)
Translation adjustments
Balance at September 30, 2024
−Removed: Sierra acquisition
Translation adjustments
+Added: Auction Software acquisition (see Note 3)
Balance at September 30, 2025
+Added: The increase in the goodwill balance of approximately $ 5.1 million at the Software Solutions business during the twelve months ended September 30, 2025, is due to the Auction Software acquisition;
+Added: see Note 3 - Acquisitions for further information.
The increase in the goodwill balance of approximately $ 7.9 million at the GovDeals reportable segment and reporting unit during the year ended September 30, 2024, is due to the Sierra acquisition;
−Removed: see Note 4 - Sierra Acquisition for further information.
−Removed: The increase in the goodwill balance of approximately $ 30.1 million at the GovDeals reportable segment and reporting unit during the year ended September 30, 2022, is due to the Bid4Assets acquisition;
−Removed: see Note 3 - Bid4Assets Acquisition for further information.
+Added: see Note 3 - Acquisitions for further information.
+Added: Our RSCG reportable segment did not maintain a goodwill balance during any of the fiscal year ends presented above.
Accumulated goodwill impairment losses as of September 30, 2025 and 2024 were $ 168.6 million.
1 unchanged sentence
Goodwill is test ed for impairment at the beginning of the fourth quarter and during interim periods whenever events or circumstances indicate that the carrying value may not be recoverable.
−Removed: As of July 1, 2024, the Company performed its annual impairment test qualitatively and concluded that it was more likely than not that the fair value of each reporting unit exceeded their carrying amounts.
+Added: As of July 1, 2025, the Company performed its annual impairment test on a qualitative basis and concluded that it was more likely than not that the fair value of each reporting unit exceeded their carrying amounts.
The Company did no t record impairment charges on goodwill during the years ended September 30, 2025, 2024, and 2023.
2 unchanged sentences
Intangible assets consist of the following:
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
September 30, 2025
4 unchanged sentences
Total intangible assets, net
−Removed: The Company has reclassified certain assets within the footnote for presentation purposes only, as well as renamed certain accounts.
−Removed: No changes have been made to the assets' respective underlying recorded amounts or useful lives, and there has been no effect on the current nor prior year financial results.
−Removed: What was previously classified as “Contract intangibles” is now “Customer and supplier relationships”.
−Removed: The Company has reclassified Brand intangibles from “Technology” and is now included within the “Trade names” intangible asset type.
−Removed: Previously reported “Patents and trademarks” have been separated such that “Other intangibles” are now comprised of patents and related assets.
−Removed: The gross carrying amount of total intangible assets increased by $ 5.4 million during the year ended September 30, 2024, due to the Sierra acquisition.
−Removed: The acquired supplier relationships and trade name assets are included in the above line items of Customer and supplier relationships and Trade names, respectively.
−Removed: See Note 4 - Sierra Acquisition for further information.
+Added: The gross carrying amount of total intangible assets increased by $ 2.7 million during the twelve months ended September 30, 2025, due to the Auction Software acquisition;
+Added: see Note 3 - Acquisitions for further information.
Future expected amortization of intangible assets at September 30, 2025, is as follows:
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
Year Ending September 30,
1 unchanged sentence
Amortization expense related to intangible assets for the years ended September 30, 2025, 2024, and 2023 was $ 3.2 million, $ 4.0 million, and $ 3.8 million, respectively.
−Removed: The increase in intangible amortization expense during the year ended September 30, 2023, was primarily due to the Bid4Assets acquisition.
+Added: The decrease in intangible amortization expense during the year ended September 30, 2025, was due to the completion of previously acquired intangible assets in the normal course.
The Company did no t record impairment charges on any intangible assets during the years ended September 30, 2025, 2024, and 2023.
8 unchanged sentences
On October 2, 2023, the Company filed a Form 15 to suspend the duty of the Plan to file reports under Section 15(d) of the Securities Exchange Act of 1934, as amended.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
For the years ended September 30, 2025, 2024, and 2023 , the Company recorded expenses of $ 1.6 million, $ 1.5 million, and $ 1.4 million, respectively, related to its contributions to the Plan.
5 unchanged sentences
Total provision (benefit)
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
31 unchanged sentences
Nondeductible compensation expense
−Removed: Fair value adjustments of acquisition earn-outs
Other permanent items
5 unchanged sentences
Effective rate
−Removed: As of September 30, 2024 and 2023, the Company had federal and state deferred tax assets of $ 1.4 million and $ 6.6 million, respectively, related to available federal and state net operating loss (NOL) carryforwards, foreign tax credit carryforwards, and other U.S.
−Removed: deductible temporary differences.
−Removed: The federal NOL carryforward has an indefinite life and state NOL carryforwards expire beginning in 2026.
−Removed: The Company's ability to use these various carryforwards to offset any taxable income generated in future taxable periods may be limited under Section 382 and other federal tax provisions.
+Added: As of September 30, 2025 and 2024, the Company had federal and state deferred tax (liabilities) and assets of $( 1.2 ) million and $ 1.4 million, respectively, related to available federal and state net operating loss (NOL) carryforwards, foreign tax credit carryforwards, and other U.S.
+Added: temporary differences.
+Added: The federal NOL carryforward from fiscal year 2024 is fully utilized as of September 30, 2025.
+Added: The state NOL carryforwards expire beginning in 2026.
+Added: The Company's ability to use these various carryforwards to offset any taxable income generated in future taxable periods may be limited under Section 382 and state tax provisions.
The foreign tax credit carryforwards expire beginning in 2031.
−Removed: At September 30, 2024 and 2023, the Company had deferred tax assets related to available foreign NOL carryforwards of $ 17.6 .
−Removed: million and $ 16.4 million, respectively.
+Added: At September 30, 2025 and 2024, the Company had deferred tax assets related to available foreign NOL carryforwards of $ 17.4 million and $ 17.6 million, respectively.
All but $ 0.3 million of our foreign NOLs maintain an indefinite carry forward life.
6 unchanged sentences
As of September 30, 2025, the Company determined that there was sufficient positive evidence to conclude that it is more likely than not that all of its U.S.
−Removed: deferred tax assets are realizable, except for $ 0.2 million of foreign tax credit carry forwards that expire beginning in fiscal 2025.
+Added: deferred tax assets are realizable.
The Tax Act and Jobs Act of 2017 (the Tax Act) subjects a U.S.
9 unchanged sentences
Notes to Consolidated Financial Statements (Continued)
−Removed: On November 1, 2021, the Company acquired 100 % of the stock of Bid4Assets, Inc.
−Removed: for $ 42.7 million.
−Removed: Under the acquisition method of accounting, the Company recorded a net deferred tax liability of $ 3.8 million composed primarily of acquired intangibles netted against NOLs and other deferred assets.
−Removed: The total amount of NOLs, which are subject to limitations under Section 382, were $ 1.2 million.
+Added: On July 4th, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.
+Added: The OBBBA allows 100 % bonus depreciation for property acquired and placed in service on or after January 19, 2025 and permits companies to expense, rather than amortize over a five-year period, domestic research and development costs paid or incurred in tax years beginning after December 31.
+Added: This rule is effective for the Company beginning with its tax return for the fiscal year ending September 30, 2026.
+Added: We have evaluated the effects of the legislation on our effective tax rate and cash tax position and the impact to our financial statements is not material.
On January 1, 2024, the Company acquired all the issued and outstanding equity securities associated with Sierra Auction Management, Inc.
1 unchanged sentence
The purchase of the equity securities of Sierra was treated as at purchase of assets of Sierra for tax purposes.
+Added: The total goodwill arising from the acquisition is deductible for tax purposes.
+Added: On January 31, 2025, the Company acquired Auction Software, a private-label marketplace and SaaS solutions provider offering scalable auction platform services to entrepreneurs and businesses, for $ 6.5 million in cash paid and $ 0.9 million in stock issuance at closing, for a total preliminary purchase price of $ 7.4 million.
+Added: The total goodwill arising from the acquisition is deductible for tax purposes.
The Company has not recorded a provision for deferred U.S.
16 unchanged sentences
In July 2024, the state of California opened an income tax examination for tax years 2020 and 2021.
−Removed: The company does not expect any material adjustments to result from the examination.
−Removed: The Company has no other open income tax examinations in the U.S.
+Added: The examination was closed in January, 2025, with no material adjustments.
+Added: The Company has no open income tax examinations in the U.S.
and the statute of limitations for years prior to fiscal year 2022 is now closed;
however, certain tax attribute carryforwards that were generated prior to fiscal year 2022 may be adjusted upon examination by tax authorities if they are utilized.
−Removed: On Februar y 10, 2022, the Company entered into a Credit Agreement with Wells Fargo Bank, National Association (the Credit Agreement).
−Removed: Terms of the Credit Agreement provide for revolving loans (the Line of Credit) up to a maximum aggregate principal amount of $ 25.0 million with a $ 10.0 million sublimit for standby letters of credit.
−Removed: 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).
−Removed: During the year ended September 30, 2024, the Credit Agreement was amended to extend the maturity date by an additional 12 months to March 31, 2026 (the Second Amendment).
−Removed: 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.
+Added: On February 10, 2022, the Company entered into a revolving credit facility with Wells Fargo Bank, National Association (as amended, the Credit Agreement).
+Added: Terms of the Credit Agreement provide for revolving loans (the Line of Credit) up to a maximum aggregate borrowing amount of $ 25.0 million with a $ 10.0 million sublimit for standby letters of credit.
+Added: On March 31, 2023, the Credit Agreement was amended to extend the maturity date by 12 months to March 31, 2025 (the First Amendment).
Liquidity Services, Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements (Continued)
−Removed: The applicable interest rate on any draws under the Line of Credit is a variable rate per annum equal to the Daily Simple Secured Overnight Financing Rate (SOFR) in effect plus a margin ranging from 1.25 % to 1.75 %.
+Added: 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).
+Added: 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.
+Added: 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.
+Added: The applicable interest rate on any draws under the Credit Agreement is a variable rate per annum equal to the Daily Simple Secured Overnight Financing Rate (SOFR) in effect plus a margin ranging from 1.25 % to 1.75 %.
Interest is payable monthly.
−Removed: The Company pays an Unused Commitment Fee (as defined in the Credit Agreement), on a quarterly basis, equal to 0.05 % per annum on the daily amount of the available, but unused, balance on the Line of Credit.
+Added: The Company pays an Unused Commitment Fee (as defined in the Credit Agreement), on a quarterly basis, equal to 0.05 % per annum on the daily amount of the available, but unused, balance on the Credit Agreement.
The Company also pays a Line of Credit Fee (as defined in the Credit Agreement), on a quarterly basis, equal to 1.25 % on the daily amount available to be drawn for standby letters of credit.
−Removed: Interest incurred on any draws under the Line of Credit, as well as the Unused Commitment Fee and Line of Credit Fee, are included within Interest and other income, net in the Condensed Consolidated Statements of Operations.
−Removed: The Company may draw upon the Line of Credit for general corporate purposes.
−Removed: Repayments of any borrowings under the Line of Credit shall become available for redraw at any time by the Company.
+Added: Interest incurred on any draws under the Credit Agreement, as well as the Unused Commitment Fee and Line of Credit Fee, are included within Interest and other income, net in the Consolidated Statements of Operations.
+Added: The Company may draw upon the Credit Agreement for general corporate purposes.
+Added: Repayments of any borrowings under the Credit Agreement shall become available for redraw at any time by the Company.
The Credit Agreement contains certain financial and non-financial restrictive covenants including, among others, the requirement to maintain a minimum level of earnings before interest, income taxes, depreciation and amortization (EBITDA).
1 unchanged sentence
As of September 30, 2025, the Company was in full compliance with the terms and conditions of the Credit Agreement.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: During the year ended September 30, 2025 , the Company did not make any draws under the Credit Agreement and issued $ 9.0 million of standby letters of credit.
+Added: 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.
+Added: 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.
During the year ended September 30, 2025 , interest expense incurred by the Company under the Credit Agreement was immaterial to the consolidated financial statements.
2 unchanged sentences
The Company has several incentive plans under which stock options, restricted stock units (RSUs), restricted stock awards (RSAs), and cash-settled stock appreciation rights (SARs) have been issued, including the Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan (as amended, the LTIP) and a plan and private placement issuances related to the Company’s acquisition of Machinio and Bid4Assets.
−Removed: During the year ended September 30, 2024 , the Company's shareholders approved an amendment to the LTIP to increase the number of shares of common stock from 20,300,000 to 22,800,000 , reserved for future issuance of awards under the LTIP.
+Added: As of September 30, 2025, the Company has reserved a total of 22,800,000 shares of its common stock for exercises of stock options, vesting of RSUs, and grants of RSAs under the LTIP.
Vesting of RSUs and grants of RSAs count as 1.5x shares against the plan reserves.
2 unchanged sentences
The table below presents the components of share-based compensation expense (in thousands):
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
Year Ended September 30,
5 unchanged sentences
The Company had no liabilities for liability-classified stock compensation awards as of September 30, 2025 and 2024, respectively.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
The table below presents the components of share-based compensation expense by line item within our Consolidated Statements of Operations (in thousands):
20 unchanged sentences
As of September 30, 2025 , there was $ 2.1 million of unrecognized compensation cost related to stock options containing only service conditions, which is expected to be recognized over a weighted-average period of 2.3 years.
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
The range of assumptions used to determine the fair value of stock options using the Black-Scholes option-pricing model during the years ended September 30, 2025, 2024, and 2023 were as follows:
17 unchanged sentences
The table below presents RSU & RSA activity (aggregate fair value in thousands):
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
Grant Date Fair Value
18 unchanged sentences
As of September 30, 2025, there was $ 3.7 million of unrecognized compensation costs related to stock options and RSUs & RSAs, containing performance conditions that are considered probable of being met, which is expected to be recognized over a weighted-average period of approximately 1 year.
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
Stock awards containing market conditions vest upon the achievement of specified increases in the Company’s share price.
3 unchanged sentences
For equity-classified awards, the Company does not reverse expense recognized if the stock price target(s) are not ultimately achieved, but expense is reversed when such situations occur for liability classified awards.
−Removed: As of September 30, 2024 , there was $ 0.5 million of unrecognized compensation costs related to stock options and RSUs containing market conditions, which is expected to be recognized over a weighted-average period of 1 year.
−Removed: The fair value of stock options, RSUs and SARs containing market conditions is estimated using Monte Carlo simulations.
−Removed: The range of assumptions used to determine the fair value of these awards during the years ended September 30, 2024, 2023, and 2022 were as follows:
−Removed: Year Ended September 30,
−Removed: Dividend yield
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
−Removed: Expected volatility
−Removed: 57.2 % - 62.9 %
−Removed: Risk-free interest rate
−Removed: 1.1 % - 1.5 %
−Removed: Expected holding period (% of remaining term)
−Removed: 29.4 % - 100.0 %
+Added: As of September 30, 2025 , there was $ 0.1 million of unrecognized compensation costs related to stock options and RSUs containing market conditions, which is expected to be recognized over a weighted-average period of three months .
There were no awards containing market conditions for which to determine their fair value during the year ended September 30, 2025.
4 unchanged sentences
The repurchase program may be discontinued or suspended at any time and will be funded using our available cash.
−Removed: 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.
−Removed: The Company repurchased 1,567,277 shares for $ 25.4 million during the year ended September 30, 2022.
−Removed: As of September 30, 2022, the Company had $ 6.6 million of remaining share repurchase authorization through June 30, 2024.
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.
2 unchanged sentences
The Company repurchased 564,887 shares for $ 9.4 million during the year ended September 30, 2024.
+Added: As of September 30, 2024, the Company had $ 7.6 million of remaining authorization to repurchase sh ares through December 31, 2025.
+Added: On December 9, 2024, the C ompany'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.
+Added: 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.
−Removed: 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.
+Added: 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.
Other Share Repurchases
7 unchanged sentences
Quoted market prices in active markets for identical assets or liabilities;
+Added: Liquidity Services, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements (Continued)
Inputs other than Level 1 inputs that are either directly or indirectly observable;
1 unchanged sentence
Cash and cash equivalents .
−Removed: The Company had $ 67.2 million and $ 51.4 million of money market funds considered cash equivalents as of September 30, 2024 and 2023, respectively.
+Added: The Com pany had $ 79.3 million and $ 67.2 million of money market funds considered cash equivalents as of September 30, 2025 and 2024, respectively.
These assets were measured at fair value as of September 30, 2025, and 2024, and were classified as Level 1 assets within the fair value hierarchy.
There were no transfers between levels during the periods presented.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
Short-term investments .
3 unchanged sentences
There were no transfers between levels during the periods presented.
−Removed: Contingent consideration.
−Removed: During the year ended September 30, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded fair value of contingent consideration in the amount of $ 28.0 million on its Consolidated Balance Sheets as of the acquisition date.
−Removed: The contingent consideration is based on Bid4Assets' achievement of trailing twelve-month EBITDA targets measured at the end of each calendar quarter until the quarter ended December 31, 2022.
−Removed: The Company's initial estimate of the fair value of the earn-out consideration was informed by the Monte Carlo valuation method and considered potential outcomes based upon the terms and conditions of the merger agreement.
−Removed: The fair value measurements utilized were classified as Level 3 assets within the fair value hierarchy under the provisions of ASC 820, Fair Value Measurements, and ASC 805, Business Combinations.
−Removed: The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy included estimated results of operations over the earn-out period, volatility of operating results (expense components ranged from 20 % to 55 %), and the discount rate ( 13 %).
−Removed: The earn-out consideration was valued at approximately $ 28.0 million as of the acquisition date.
−Removed: Fair value of the earn-out consideration was remeasured at the end of each calendar quarter until December 31, 2022.
−Removed: The changes in earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value during the year ended September 30, 2022, was as follows (in thousands):
−Removed: Contingent Consideration
−Removed: Balance at September 30, 2021
−Removed: Earn-out from business acquisition
−Removed: Measurement period adjustment
−Removed: Payment of achieved earn-out threshold
−Removed: Change in fair value
−Removed: Balance at September 30, 2022
−Removed: During the year ended September 30, 2022, the Company recorded a measurement period adjustment of $ 1.1 million for the preliminary earn-out consideration fair value with a corresponding increase to goodwill, based on facts and circumstances in existence as of the effective date of the acquisition related to the discount rates associated with the expected earn-out payments.
−Removed: Based on results as of March 31, 2022, Bid4Assets achieved a trailing twelve-month EBITDA threshold resulting in a $ 3.5 million payment made by the Company to the former shareholders of Bid4Assets.
−Removed: During the twelve months ended September 30, 2022, the fair value of the earn-out liability was reduced by $ 24.5 million, such that no amount of fair value was determined present as of September 30, 2022.
−Removed: This reduction was due to a decline in the auction events and transactions that were expected to be completed during the earn-out period ended December 31, 2022, which included extended timelines to advance legislation that allows for online auctions of foreclosed real estate in certain target markets, and other client specific delays in bringing foreclosed real estate to auction.
−Removed: These changes resulted from events occurring subsequent to the November 1, 2021, acquisition date and therefore, were not known nor knowable at that time.
−Removed: These changes in fair value were recorded as a gain within Fair value adjustment of acquisition earn-outs in the Consolidated Statements of Operations.
−Removed: Other Information .
−Removed: When valuing its Level 3 liability, management's estimation of fair value is based on the best information available in the circumstances and may incorporate management's own assumptions around market demand which could involve a level of judgment, taking into consideration a combination of internal and external factors.
−Removed: The Company’s financial assets and liabilities not measured at fair value are cash, short-term investments, accounts receivable, accounts payable, and payables to sellers.
+Added: Other Current Assets and Liabilities .
+Added: The Company had a short-term foreign exchange derivative instrument that had an immaterial fair value as of September 30, 2025, using Level 2 in the fair value hierarchy.
+Added: The Company’s financial assets and liabilities not measured at fair value are cash, accounts receivable, accounts payable, and payables to sellers.
The Company believes the carrying values of these instruments approximate fair value.
As of September 30, 2025, 2024, and 2023 , the Company did no t have any material assets or liabilities measured at fair value on a non-recurring basis.
−Removed: Liquidity Services, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements (Continued)
Defined Benefit Pension Plan
10 unchanged sentences
Amortization of prior service cost
−Removed: Settlement loss recognized
Total net periodic pension cost (benefit)
19 unchanged sentences
Employer's contributions
−Removed: Plan Settlements
Foreign currency exchange rate changes
1 unchanged sentence
Overfunded status of the Scheme
−Removed: The pensio n asset of $ 2.4 million is recorded in Other long-term assets in the Consolidated Balance Sheets.
−Removed: Because the Scheme is closed to new participants, the accumulated benefit obligation is equal to the projected benefit obligation, which was $ 16.0 million and $ 13.8 million at September 30, 2024 and 2023, respectively.
−Removed: During the year ended September 30, 2022, the Company extended early settlement offers to all members of the Scheme.
−Removed: There was no material impact to the consolidated financial statements as a result of the early settlement offers.
+Added: The pension asset of $ 1.6 million is recorded in Other long-term assets in the Consolidated Balance Sheets.
+Added: Because the Scheme is closed to new participants, the accumulated benefit obligation is equal to the projected benefit obligation, which was $ 14.3 million an d $ 16.0 million at September 30, 2025 and 2024, respectively.
The amounts recognized in Other comprehensive income (loss) related to the Company's qualified defined benefit pension plan, net of taxes, and the related foreign currency translation adjustments, for the years ended September 30, 2025 and 2024, is shown in the following table:
20 unchanged sentences
Rate of increases to deferred RPI linked benefits
−Removed: Mortalit y— 98 % for males and 96 % for females of S3PMA mortality tables, projected in line with the 2023 Continuous Mortality Investigation projection model and a 1.3 % per annum long-term rate of impr ovement.
+Added: Mortality— 100 % for males and 99 % for females of S3PMA mortality tables, projected in line with the 2023 Continuous Mortality Investigation projection model and a 1.3 % per annum long-term rate of improvement.
Estimated Future Benefit Payments
52 unchanged sentences
Former Employee Matters
+Added: On December 28, 2022, the Company’s former Chief Marketing Officer (the “Former CMO”) filed a complaint (the “Original Complaint”) in the United States District Court for the District of Maryland (the “District Court”), alleging wrongful termination on the basis of race and age and that the Company retaliated against him.
+Added: On April 26, 2023, the Former CMO filed an amended complaint with the District Court, alleging the same claims made in the Original Complaint.
+Added: The Company's motion to dismiss certain of the claims was denied on March 27, 2024.
+Added: Discovery has concluded.
+Added: The Company filed a motion for summary judgment on the retaliation claim in July 2025.
+Added: The Company is asserting substantial defenses and cannot estimate a range of potential liability, if any, at this time.
+Added: The Company’s employment practices liability insurance carrier, CNA, has accepted tender of these claims.
In May 2021, the Company’s former Vice President, Human Resources filed a complaint against the Company in the United States District Court for the District of Maryland (the “District Court”), alleging wrongful termination on the basis of gender, race, and age.
6 unchanged sentences
CNA funded $ 3.0 million of the settlement pursuant to the terms of the Company’s insurance policy.
−Removed: As a result of the settlement agreement, the Company recorded a $ 0.5 million litigation settlement expense net of insurance recovery during the year ended September 30, 2024, which is included in General and administrative expenses on the Condensed Consolidated Statements of Operations.
−Removed: On December 28, 2022, the Company’s former Chief Marketing Officer (the “Former CMO”) filed a complaint (the “Original Complaint”) in the United States District Court for the District of Maryland (the “District Court”), alleging wrongful termination on the basis of race and age and that the Company retaliated against him.
−Removed: On April 26, 2023, the Former CMO filed an amended complaint with the District Court, alleging the same claims made in the Original Complaint.
−Removed: The Company's motion to dismiss certain of the claims was denied on March 27, 2024.
−Removed: The parties are currently involved in the discovery phase of the case.
−Removed: The Company is asserting substantial defenses and cannot estimate a range of potential liability, if any, at this time.
−Removed: The Company’s employment practices liability insurance carrier, CNA, has accepted tender of these claims.
+Added: As a result of the settlement agreement, the Company recorded a $ 0.5 million litigation settlement expense net of insurance recovery during the year ended September 30, 2024, which is included in General and administrative expenses on the Consolidated Statements of Operations.
Segment Information
−Removed: The Company provides operating results in four reportable segments:
−Removed: GovDeals, Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), and Machinio.
−Removed: Descriptions of our reportable segments are as follows:
−Removed: 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;
−Removed: see Note 3 - Bid4Assets Acquisition and Note 4 - Sierra Acquisition , respectively.
+Added: The Company has five operating segments and three reportable segments under which we conduct business:
+Added: GovDeals, Retail Supply Chain Group (RSC G), and Capital Assets Group (CAG).
+Added: 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.
+Added: 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 its GovDeals, Bid4Assets and Sierra marketplaces;
+Added: 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.
2 unchanged sentences
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.
−Removed: The CAG reportable segment enables commercial businesses to sell surplus assets on our AllSurplus marketplace.
−Removed: The core verticals in which CAG operates include industrial manufacturing, oil and gas, heavy equipment, biopharma, and electronics.
+Added: 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.
−Removed: 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.
−Removed: This segment primarily uses the AllSurplus and GovDeals marketplaces.
+Added: 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.
Liquidity Services, Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements (Continued)
−Removed: 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.
−Removed: 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.
−Removed: We also report results of Corporate & Other, including elimination adjustments.
+Added: • Machinio & Software Solutions .
+Added: 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.
+Added: 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.
Decisions concerning the allocation of the Company’s resources are made by the Company’s Chief Operating Decision Maker (CODM), which is the Company's Chief Executive Officer , with oversight by the Board of Directors.
1 unchanged sentence
In connection with that assessment, the CODM uses segment direct profit to evaluate the performance of each segment.
−Removed: Segment direct profit, previously referred to as segment gross profit, continues to be calculated as total revenue less cost of goods sold (excludes depreciation and amortization).
+Added: Segment direct profit is calculated as total revenue less cost of goods sold (excludes depreciation and amortization).
The following table sets forth certain financial information for the Company's reportable segments:
4 unchanged sentences
Total revenue
−Removed: Segment direct profit
−Removed: Purchase revenue
−Removed: Consignment and other fee revenues
−Removed: Total revenue
+Added: Cost of goods sold (excludes depreciation and amortization)
Segment direct profit
2 unchanged sentences
Total revenue
+Added: Cost of goods sold (excludes depreciation and amortization)
Segment direct profit
2 unchanged sentences
Total revenue
+Added: Cost of goods sold (excludes depreciation and amortization)
Segment direct profit
−Removed: Corporate & Other, including elimination adjustments:
+Added: Machinio & Software Solutions:
Purchase revenue
1 unchanged sentence
Total revenue
+Added: Cost of goods sold (excludes depreciation and amortization)
Segment direct profit
−Removed: Consolidated:
−Removed: Purchase revenue
−Removed: Consignment and other fee revenues
−Removed: Total revenue
Total segment direct profit
−Removed: The following table reconciles segment direct profit used in the reportable segments to the Company's consolidated results:
+Added: Corporate expenses, including elimination adjustments
+Added: Consolidated direct profit
Liquidity Services, Inc.
1 unchanged sentence
Notes to Consolidated Financial Statements (Continued)
+Added: The following table reconciles segment direct profit used in the reportable segments to the Company's consolidated results:
Year Ended September 30,
3 unchanged sentences
Other costs and expenses from operations (1)
−Removed: Fair value adjustment of acquisition earn-outs
Interest and other (income) expense, net
5 unchanged sentences
Segment Assets:
+Added: Machinio & Software Solutions
Corporate & Other
13 unchanged sentences
Total Long-lived Assets
+Added: For the fiscal years ended September 30, 2025 and 2024, transactions with a single RSCG external customer represented approximately 13 % and 12 % of the Company’s consolidated revenues, respectively.
+Added: No single external customer exceeded 10% of consolidated revenues for the year ended September 30, 2023.
Liquidity Services, Inc.
30 unchanged sentences
Second Amendment to Credit Agreement, dated March 27, 2024, by and between Liquidity Services, Inc., and Wells Fargo Bank, National Association, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on March 27, 2024.
+Added: Third Amendment to Credit Agreement, dated May 7, 2025, by and between Liquidity Services, Inc., and Wells Fargo Bank, National Association, incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 8, 2025.
Form of Amended and Restated Executive Employment Agreement, incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on January 20, 2023.
8 unchanged sentences
Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on January 19, 2024.
−Removed: Machinio Corp.
−Removed: 2014 Stock Incentive Plan, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on July 10, 2018.
Form of Notice of Time-Based Stock Option Grant (Officers).
−Removed: Form of Notice of Time-Based Restricted Stock Units Grant (Officers).
−Removed: Form of Notice of Time-Based Restricted Stock Units Grant (Director).
−Removed: Form of Notice of Performance Based Stock Option Grant.
−Removed: Form of Notice of Performance-Based Restricted Stock Units Grant.
+Added: Form of Notice of Time-Based Restricted Stock Unit Grant (Officers)
+Added: Form of Notice of Time-Based Restricted Stock Unit Grant (Directors).
+Added: Form of Notice of Performance Based Stock Options Grant (Officers).
+Added: Form of Notice of Performance-Based Restricted Stock Unit Grant (Officers).
Liquidity Services Inc.
16 unchanged sentences
F orm 10-K Summary.
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 12, 2024.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 20, 2025.
LIQUIDITY SERVICES, INC.
6 unchanged sentences
Shaffer, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 12, 2024.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on November 20, 2025.
/s/ WILLIAM P.
9 unchanged sentences
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.