LIQUIDITY SERVICES INC 10-Q

Item 1. Financial Statements (Unaudited) Liquidity Services, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Dollars in Thousands, Except Par Value) December 31, 2021 September 30, 2021 (Unaudited) Assets Current assets: Cash and cash equivalents $ 91,321 $ 106,335 Accounts receivable, net of allowance for doubtful accounts of $ 478 and $ 490 7,797 5,866 Inventory, net 13,225 12,468 Prepaid taxes and tax refund receivable 1,677 1,713 Prepaid expenses and other current assets 6,465 5,460 Total current assets 120,485 131,842 Property and equipment, net of accumulated depreciation of $ 20,058 and $ 18,558 18,164 17,634 Operating lease assets 15,309 13,478 Intangible assets, net 19,187 3,453 Goodwill 88,727 59,872 Deferred tax assets 19,217 23,822 Other assets 5,789 5,475 Total assets $ 286,878 $ 255,576 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 31,957 $ 40,611 Accrued expenses and other current liabilities 35,709 25,975 Current portion of operating lease liabilities 4,382 4,250 Deferred revenue 4,685 4,624 Payables to sellers 48,288 33,713 Total current liabilities 125,021 109,173 Operating lease liabilities 11,774 10,098 Other long-term liabilities 13,004 1,290 Total liabilities 149,799 120,561 Commitments and contingencies (Note 12) 0 0 Stockholders’ equity: Common stock, $ 0.001 par value; 120,000,000 shares authorized; 35,533,071 shares issued and outstanding at December 31, 2021; 35,457,095 shares issued and outstanding at September 30, 2021 36 35 Additional paid-in capital 253,536 252,017 Treasury stock, at cost; 2,373,946 shares at December 31, 2021 and 2,222,083 shares at September 30, 2021 ( 39,691 ) ( 36,628 ) Accumulated other comprehensive loss ( 9,142 ) ( 9,011 ) Accumulated deficit ( 67,660 ) ( 71,398 ) Total stockholders’ equity 137,079 135,015 Total liabilities and stockholders’ equity $ 286,878 $ 255,576 See accompanying notes to the unaudited condensed consolidated financial statements. 3 Table of Contents Liquidity Services, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Per Share Data) Three Months Ended December 31, 2021 2020 (Unaudited) Revenue $ 36,217 $ 31,071 Fee revenue 30,490 24,680 Total revenue 66,707 55,751 Costs and expenses from operations: Cost of goods sold (excludes depreciation and amortization) 27,762 22,573 Technology and operations 13,918 10,573 Sales and marketing 10,044 9,108 General and administrative 8,230 6,996 Depreciation and amortization 2,302 1,871 Other operating (income) expenses ( 32 ) 4 Total costs and expenses 62,224 51,125 Income from operations 4,483 4,626 Interest and other income, net ( 131 ) ( 185 ) Income before provision for income taxes 4,614 4,811 Provision for income taxes 1,012 297 Net income $ 3,602 $ 4,514 Basic income per common share $ 0.11 $ 0.14 Diluted income per common share $ 0.10 $ 0.13 Basic weighted average shares outstanding 32,971,709 33,176,895 Diluted weighted average shares outstanding 34,868,869 34,911,119 See accompanying notes to the unaudited condensed consolidated financial statements. 4 Table of Contents Liquidity Services, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (Dollars in Thousands) Three Months Ended December 31, 2021 2020 (Unaudited) Net income $ 3,602 $ 4,514 Other comprehensive (loss) income: Foreign currency translation ( 131 ) 896 Other comprehensive (loss) income ( 131 ) 896 Comprehensive income $ 3,471 $ 5,410 See accompanying notes to the unaudited condensed consolidated financial statements. 5 Table of Contents Liquidity Services, Inc. and Subsidiaries Condensed Consolidated Statement of Stockholders’ Equity (Dollars In Thousands) Common Stock Treasury Stock Shares Amount Additional Paid-in Capital Shares Amount Accumulated Other Comprehensive Loss Accumulated Deficit Total (Unaudited) Balance at September 30, 2021 35,457,095 $ 35 $ 252,017 ( 2,222,083 ) $ ( 36,628 ) $ ( 9,011 ) $ ( 71,398 ) $ 135,015 Net income — — — — — — 3,602 3,602 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 131,070 1 — — — — — 1 Taxes paid associated with net settlement of stock compensation awards ( 40,239 ) — ( 851 ) — — — — ( 851 ) Forfeitures of restricted stock awards ( 14,855 ) — — — — — — — Common stock repurchased — — — ( 147,185 ) ( 2,963 ) — — ( 2,963 ) Common stock surrendered in the exercise of stock options — — 100 ( 4,678 ) ( 100 ) — — — Stock compensation expense — — 2,270 — — — — 2,270 Foreign currency translation and other — — — — — ( 131 ) 136 5 Balance at December 31, 2021 35,533,071 $ 36 $ 253,536 ( 2,373,946 ) $ ( 39,691 ) $ ( 9,142 ) $ ( 67,660 ) $ 137,079 See accompanying notes to the unaudited condensed consolidated financial statements. 6 Table of Contents Liquidity Services, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Dollars In Thousands) Three Months Ended December 31, 2021 2020 (Unaudited) Operating activities Net income $ 3,602 $ 4,514 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,302 1,871 Stock compensation expense 2,280 2,229 Inventory adjustment to net realizable value 98 — Provision for doubtful accounts 11 15 Deferred tax provision 881 32 Gain on disposal of property and equipment ( 6 ) ( 1 ) Gain on termination of lease ( 205 ) — Changes in operating assets and liabilities: Accounts receivable ( 1,795 ) 506 Inventory ( 855 ) ( 4,324 ) Prepaid and deferred taxes 35 208 Prepaid expenses and other assets ( 1,137 ) ( 1,235 ) Operating lease assets and liabilities 214 ( 89 ) Accounts payable ( 8,815 ) 3,301 Accrued expenses and other current liabilities ( 5,193 ) ( 1,994 ) Deferred revenue 60 174 Payables to sellers 11,199 1,069 Other liabilities ( 805 ) ( 238 ) Net cash provided by operating activities 1,871 6,038 Investing activities Cash paid for business acquisition, net of cash acquired ( 11,063 ) — Purchases of property and equipment, including capitalized software ( 1,964 ) ( 1,363 ) Increase in intangibles ( 1 ) ( 5 ) Proceeds from sales of property and equipment 7 14 Proceeds from promissory note — 508 Net cash used by investing activities ( 13,021 ) ( 846 ) Financing activities Payments of the principal portion of finance lease liabilities ( 27 ) ( 9 ) Taxes paid associated with net settlement of stock compensation awards ( 851 ) ( 58 ) Proceeds from exercise of stock options — 197 Common stock repurchased ( 2,963 ) ( 4,103 ) Net cash used by financing activities ( 3,841 ) ( 3,973 ) Effect of exchange rate differences on cash and cash equivalents ( 23 ) 589 Net (decrease) increase in cash and cash equivalents ( 15,014 ) 1,808 Cash and cash equivalents at beginning of period 106,335 76,036 Cash and cash equivalents at end of period $ 91,321 $ 77,844 Supplemental disclosure of cash flow information Cash (received) paid for income taxes, net $ ( 28 ) $ 208 Non-cash: Earnout liability for acquisition activity $ 26,900 $ — Non-cash: Common stock surrendered in the exercise of stock options $ 100 $ 169 See accompanying notes to the unaudited condensed consolidated financial statements. 7 Table of Contents Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements 1. Organization Liquidity Services, Inc. (the Company) is a leading global commerce company providing trusted marketplace platforms that power the circular economy. We create a better future for organizations, individuals, and the planet by capturing and unleashing the intrinsic value of surplus. We connect millions of buyers and thousands of sellers through our leading auction marketplaces, search engines, asset management software, and related services. Our comprehensive solutions enable the transparent, efficient, sustainable recovery of value from excess items owned by business and government sellers. Results from our operations are organized into four reportable segments: Retail Supply Chain Group (RSCG), Capital Assets Group (CAG), GovDeals, and Machinio. See Note 13 - Segment Information for more information. We were incorporated in Delaware in November 1999 as Liquidation.com, Inc. and commenced operations in early 2000. On November 1, 2021, the Company purchased all of the issued and outstanding shares of stock of Bid4Assets, Inc. (Bid4Assets), a Maryland corporation based in Silver Spring, MD. Bid4Assets auctions distressed real estate for the federal government, sheriffs, county tax-collectors, financial institutions and real estate funds. See Note 3 - Bid4Assets Acquisition for more information regarding this transaction. The Company's operations are subject to certain risks and uncertainties, many of which are associated with technology-oriented companies, including, but not limited to, the Company's dependence on use of the Internet; the effect of general business and economic trends, including the extent and duration of the COVID-19 pandemic; the Company's susceptibility to rapid technological change; actual and potential competition by entities with greater financial and other resources; and the potential for the 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. 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal, recurring adjustments considered necessary for a fair presentation, have been included, and intercompany transactions and accounts have been eliminated in consolidation. The information disclosed in the notes to the condensed consolidated financial statements for these periods is unaudited. Operating results for the three months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2022 or for any future period. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts in the condensed consolidated financial statements and accompanying notes. For the three months ended December 31, 2021, these estimates required the Company to make assumptions about the extent and duration of restrictions on cross-border transactions and the impact of the COVID-19 pandemic on macroeconomic conditions and, in turn, the Company's results of operations. As there remains uncertainty associated with the COVID-19 pandemic, the Company will continue to update its assumptions as conditions change. Actual results could differ significantly from those estimates. Contract Assets and Liabilities Contract assets reflect an estimate of expenses that will be reimbursed upon settlement with a seller. The contract asset balance was $ 0.7 million as of December 31, 2021 and $ 0.6 million as of September 30, 2021 and is included in the line item Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. 8 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) 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 Machinio's subscription services. The contract liability balance was $ 4.7 million as of December 31, 2021 and $ 4.6 million as of September 30, 2021 and is included in the line item Deferred revenue on the Condensed Consolidated Balance Sheets. Of the September 30, 2021 contract liability balance, $ 2.1 million wa s earned as Fee revenue during the three months ended December 31, 2021. Performance obligations for Machinio's subscription services are satisfied over time as the Company provides the services over the term of the subscription. At December 31, 2021, the Company has a remaining performance obligation of $ 4.7 million for these subscription services, and the Company expects to recognize the substantial majority of that amount as Fee Revenue over the next 12 months. Contract Costs Contract costs relate to sales commissions paid on subscription contracts that are capitalized. Contract costs are amortized over the expected life of the customer contract. The contract cost balance w as $ 1.7 million a s of December 31, 2021 and $ 1.6 million as of September 30, 2021 and is included in the line items Prepaid expenses and other current assets and Other assets on the Condensed Consolidated Balance Sheets. Amortization expense was $ 0.2 million and $ 0.1 million during the three months ended December 31, 2021 and 2020, respectively. Other Assets - Promissory Note On September 30, 2015, the Company sold certain assets related to its Jacobs Trading business to Tanager Acquisitions, LLC (Tanager). In connection with the disposition, Tanager assumed certain liabilities related to the Jacobs Trading business. Tanager issued a $ 12.3 million five-year interest-bearing promissory note to the Company. On October 10, 2019, the Company entered into a Forbearance Agreement and Amendment to Note, Security Agreement and Guaranty Agreement (the "Forbearance Agreement") with Tanager (now known as Jacobs Trading, LLC) and certain of its affiliates (collectively, "JTC"). In exchange for additional collateral, security, and a higher interest rate, the Company granted JTC a new repayment schedule that requires quarterly payments to be made from August 2020 to August 2023. Upon execution of the Forbearance Agreement, JTC repaid $ 2.5 million in principal, plus $ 0.4 million in accrued interest. As of March 31, 2021, JTC had repaid $ 7.7 million of the $ 12.3 million owed to the Company and had an outstanding principal balance of $ 4.6 million. On May 12, 2021, the Company entered into the First Amendment to the Forbearance Agreement with JTC, providing JTC with full satisfaction and discharge from its indebtedness upon receipt of a $ 3.5 million payment made on May 17, 2021. As a result, the Company recorded a $ 1.1 million loss as component of Other operating expenses in its Condensed Consolidated Statement of Operations during the three months ended June 30, 2021, representing the difference between the $ 4.6 million outstanding balance of principal and accrued interest and the $ 3.5 million payment received. There was no impact on the unaudited financial statements from this transaction as of and for the three months ended December 31, 2021 and December 31, 2020. Risk Associated with Certain Concentrations For the majority of buyers that receive goods before payment to the Company is made, credit evaluations are performed. 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. For consignment sales transactions, funds are typically collected from buyers and are held by the Company on the sellers' behalf. The funds are included in Cash and cash equivalents on the Condensed Consolidated Balance Sheets. 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. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash in banks and cash equivalent money market funds in accounts which may at times exceed federally insured limits (FDIC and/or SIPC), and Accounts receivable. The Company deposits its cash and acquires cash equivalent money market funds with financial institutions that the Company considers to be of high credit quality. 9 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) Additionally, the Company has multiple vendor contracts with Amazon.com, Inc. under which the Company acquires and sells commercial merchandise. The property purchased under these contracts with Amazon.com, Inc. represented 60.5 % and 60.0 % of consolidated Cost of goods sold for the three months ended December 31, 2021 and 2020, respectively. These contracts are included within the RSCG reportable segment. Recent Accounting Pronouncements Accounting Standards Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The Company adopted the new standard on a prospective basis effective October 1, 2021. This accounting standard has not had a material impact on the Company's condensed consolidated financial statements. Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326) , or ASC 326. ASC 326, including all amendments and related guidance, was designed to provide financial statement users with more useful information about the expected credit losses on financial instruments and other commitments to extend credit. ASC 326 will require estimation of expected credit losses using a methodology that takes into consideration a broad range of reasonable and supportable information. The guidance will be effective for the Company beginning on October 1, 2023 and will be applied on a modified-retrospective basis, with any cumulative-effect adjustment recorded to retained earnings on the adoption date. The Company is in the process of evaluating the impact ASC 326 will have on its condensed consolidated financial statements and expects to estimate credit losses on its financial assets such as its Accounts receivable and money market funds. While the Company has not experienced significant credit losses historically, the materiality of the impact of adoption will depend on events and conditions as of the date of adoption, which cannot be determined conclusively at this time. 3. Bid4Assets Acquisition On November 1, 2021, the Company purchased all of the issued and outstanding shares of stock of Bid4Assets, Inc. (Bid4Assets), a Maryland corporation. Bid4Assets is a leading online marketplace focused on conducting real property auctions for the government, including tax foreclosure sales and sheriff's sales. The results of Bid4Assets' operations are included within our GovDeals reportable segment. As of December 31, 2021, the Company's purchase price allocation related to this acquisition is preliminary and subject to revisions as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The revisions may have a significant impact on our condensed consolidated financial statements. The allocation of the purchase price will be finalized once all the information that was known and knowable as of the acquisition date is obtained and analyzed, but not to exceed one year from the acquisition date. The primary areas of the purchase price allocation that are not yet finalized relate to income and non-income taxes, the valuation of intangible assets acquired and earn-out liability, and the residual goodwill. The preliminary amounts assigned to intangible assets by type for this acquisition were based upon our valuation model and historical experiences with entities with similar business characteristics. The preliminary acquisition date fair value of the consideratio n transferred to the shareholders of Bid4Assets was approximately $ 41.6 million consisting of $ 14.7 million in cash (net of working capital adjustments totaling $ 0.3 million) and earn-out consideration with a preliminary fair value of $ 26.9 million. Shareholders of Bid4Assets are 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. 10 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) The Company's preliminary allocation of the purchase price to the assets acquired and liabilities assumed as of the Bid4Assets acquisition date of November 1, 2021, is as follows: (in thousands) Fair Value Cash and cash equivalents $ 3,576 Intangible assets 16,500 Other assets 368 Total assets acquired 20,443 Payables to sellers 3,701 Operating lease liabilities 204 Deferred tax liabilities 3,724 Total liabilities assumed 7,629 Net identifiable assets acquired $ 12,815 Goodwill 28,825 Total consideration transferred $ 41,639 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill. 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. Based on management's preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, goodwill of approximately $ 28.8 million was recorded. The total goodwill arising from the acquisition is included in the GovDeals reportable segment and is not deductible for tax purposes. The known intangible assets acquired were determined to consist of, and preliminarily fair valued at, the following: (in thousands) Useful Life (in years) Fair Value Contract intangibles 8 $ 13,900 Developed software 3 2,200 Trade name 3 400 Total identifiable intangible assets $ 16,500 Contract Intangibles 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. We valued the contract intangibles using the multi-period excess earnings method, an income approach valuation model. The significant assumptions used in the income approach includes estimates about future expected cash flows from supplier contracts, the attrition rate, and the discount rate. We are amortizing the contract intangibles, preliminarily 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. Developed Software Developed software primarily consists of intellectual property of the Bid4Assets e-commerce marketplace and associated mailing lists. We valued the developed software by applying the relief-from-royalty method, an income approach valuation model. The significant assumptions used in the relief-from-royalty method include estimates about future expected cash flows from the developed software, the royalty rate, the obsolescence factor and the discount rate. We are amortizing the acquired developed technology, preliminarily 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. 11 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) Trade Name We valued the trade name acquired using a relief-from-royalty method. 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. We are amortizing the trade name, preliminarily 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. Contingent Consideration During the three months ended December 31, 2021, and as a result of the acquisition of Bid4Assets, the Company recorded preliminary contingent consideration in the amount of $ 26.9 million on its Condensed Consolidated Balance Sheets. See further discussion of this matter within Note 10 - Fair Value Measurement . Other Information Revenue, net income (loss), and pro forma information related to the Bid4Assets acquisition was immaterial to the condensed consolidated financial statements and its related notes for the three months ended December 31, 2021 and 2020, as applicable. 4. Earnings per Share Basic net income per share is computed by dividing net income for the period by the weighted average number of shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock and potentially dilutive common stock outstanding during the period. The calculation of diluted net income per share excludes all anti-dilutive common shares. The computation of basic and diluted net income per share is as follows: Three Months Ended December 31, 2021 2020 Numerator: Net income $ 3,602 $ 4,514 Denominator: Basic weighted average shares outstanding 32,971,709 33,176,895 Dilutive impact of stock options, RSUs and RSAs 1,897,160 1,734,224 Diluted weighted average shares outstanding 34,868,869 34,911,119 Basic income per common share $ 0.11 $ 0.14 Diluted income per common share $ 0.10 $ 0.13 Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive 786,593 1,711,221 12 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) 5. Leases The Company has operating leases for its corporate offices, warehouses, vehicles and equipment. The operating leases have remaining terms of up t o 5.1 years . Some of the leases have options to extend or terminate the leases. The exercise of such options is generally at the Company’s discretion. The lease agreements do not contain any significant residual value guarantees or restrictive covenants. The Company also subleases excess corporate office space. The Company's finance leases and related balances are not significant. The components of lease expense are: Three Months Ended December 31, (in thousands) 2021 2020 Finance lease – lease asset amortization $ 21 $ 16 Finance lease – interest on lease liabilities 5 5 Operating lease cost 1,478 1,389 Short-term lease cost 53 74 Variable lease cost (1) 384 363 Sublease income ( 36 ) ( 76 ) Total net lease cost $ 1,905 $ 1,771 (1) 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. To a lesser extent, the Company's equipment leases have variable costs associated with usage and subsequent changes to costs based upon an index. Maturities of lease liabilities are: December 31, 2021 (in thousands) Operating Leases Finance Leases 2022 $ 3,934 $ 88 2023 4,768 117 2024 3,860 98 2025 3,170 69 2026 2,139 66 Thereafter 389 12 Total lease payments (1) $ 18,260 $ 450 Less: imputed interest (2) ( 2,104 ) ( 49 ) Total lease liabilities $ 16,156 $ 401 (1) The weighted average remaini ng lease term is 3.9 years for operating leases and 4.3 years for finance leases. (2) The weighted average discount rate is 6.3 % for operating leases and 5.5 % for finance leases. Supplemental disclosures of cash flow information related to leases are: Three Months Ended December 31, (in thousands) 2021 2020 Cash paid for amounts included in operating lease liabilities $ 1,060 $ 1,240 Cash paid for amounts included in finance lease liabilities 27 9 Non-cash: lease liabilities arising from new operating lease assets obtained 3,224 468 Non-cash: lease liabilities arising from new finance lease assets obtained 179 — Non-cash: adjustments to lease assets and liabilities 1 ( 205 ) 3,187 (1) These include adjustments due to lease modifications, renewals, and other related adjustments. 13 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) 6. Goodwill The carrying value and changes in the carrying value of goodwill attributable to each reportable segment were as follows: (in thousands) CAG GovDeals Machinio Total Balance at September 30, 2020 $ 21,550 $ 23,731 $ 14,558 $ 59,839 Translation adjustments 33 — — 33 Balance at September 30, 2021 $ 21,583 $ 23,731 $ 14,558 $ 59,872 Bid4Assets acquisition (see Note 3) — 28,825 — 28,825 Translation adjustments 30 — — 30 Balance at December 31, 2021 $ 21,613 $ 52,556 $ 14,558 $ 88,727 The increase in the goodwill balance of $ 28.8 million at the GovDeals reportable segment during the three months ended December 31, 2021 is due to the Bid4Assets acquisition. See Note 3 - Bid4Assets Acquisition for further information. Goodwill is tested 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. The Company has continued to evaluate the impact of the COVID-19 pandemic on the recoverability of its goodwill. The Company did not identify any indicators of impairment that required an interim goodwill impairment test during the three months ended December 31, 2021. 7. Intangible Assets Intangible assets consist of the following: December 31, 2021 September 30, 2021 (in thousands) Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Contract intangibles 6 - 8 17,000 ( 2,098 ) 14,902 3,100 ( 1,679 ) 1,421 Technology 3 - 5 5,300 ( 2,033 ) 3,267 2,700 ( 1,755 ) 945 Patent and trademarks 3 - 10 2,360 ( 1,342 ) 1,018 2,360 ( 1,273 ) 1,087 Total intangible assets $ 24,660 $ ( 5,473 ) $ 19,187 $ 8,160 $ ( 4,707 ) $ 3,453 The gross carrying amount of total intangible assets increased by $ 16.5 million during the three months ended December 31, 2021 due to the Bid4Assets acquisition. The acquired developed software and trade name are included in the above line items of Technology and Patent and trademarks, respectively. See Note 3 - Bid4Assets Acquisition for further information. Future expected amortization of intangible assets at December 31, 2021, is as follows: (in thousands) Expected Amortization Expense Years ending September 30, Remainder of 2022 $ 2,951 2023 3,791 2024 3,253 2025 2,012 2026 and thereafter 7,180 Total $ 19,187 Intangible asset amortization expense was $ 0.8 million and $ 0.3 million for the three months ended December 31, 2021 and 2020, respectively. The Company has continued to evaluate the impact of the COVID-19 pandemic on the recoverability of its long-lived assets. The Company has not identified indicators of impairment requiring an interim impairment test on material long-lived assets during the three months ended December 31, 2021. 14 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) 8. Income Taxes The Company’s interim effective income tax rate is based on management’s best current estimate of the Company's expected annual effective income tax rate. The Company recorded pre-tax income in the first three months of fiscal year 2022 and its corresponding effective tax rate is 21.3 % compared to 6.2 % for the first three months of fiscal year 2021. The change in the effective tax rate for the three months ended December 31, 2021 as compared to the same period in the prior year was primarily due to state and foreign taxes, and the utilization of net operating losses. Tax expense in the three months ended December 31, 2021 is due to state and foreign taxes paid and the utilization of net operating losses. The effective tax rate differed from the U.S. statutory federal rate of 21% primarily as a result of the impact of foreign, state, and local income taxes and permanent tax adjustments. The Company applies the authoritative guidance related to uncertainty in income taxes. ASC Topic 740, Income Taxes , states that a benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, on the basis of technical merits. The Company identified no new uncertain tax positions during the three months ended December 31, 2021. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and in foreign jurisdictions, primarily Canada and the United Kingdom. As of December 31, 2021, the Company has no open income tax examinations in the U.S. and the statute of limitations for years prior to 2018 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal year 2018 may be adjusted upon examination by tax authorities if they are utilized. 9. Stockholders’ Equity The changes in stockholders’ equity for the prior year comparable period is as follows: Common Stock Treasury Stock (dollars in thousands) Shares Amount Additional Paid-in Capital Shares Amount Accumulated Other Comprehensive Loss Accumulated Deficit Total Balance at September 30, 2020 34,082,406 $ 34 $ 247,892 $ ( 547,508 ) $ ( 3,983 ) $ ( 9,782 ) $ ( 122,346 ) $ 111,815 Net income — — — — — — 4,514 4,514 Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units 151,845 — 197 — — — — 197 Taxes paid associated with net settlement of stock compensation awards ( 7,703 ) — ( 57 ) — — — — ( 57 ) Forfeitures of restricted stock awards ( 13,733 ) — — — — — — — Common stock repurchased — — — ( 309,496 ) ( 4,103 ) — — ( 4,103 ) Common stock surrendered in the exercise of stock options — — 169 ( 9,384 ) ( 169 ) — — — Stock compensation expense — — 1,801 — — — — 1,801 Foreign currency translation — — — — — 896 — 896 Balance at December 31, 2020 34,212,815 $ 34 $ 250,002 $ ( 866,388 ) $ ( 8,255 ) $ ( 8,886 ) $ ( 117,832 ) $ 115,063 15 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) Stock Compensation Incentive Plans 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, and a plan and private placement issuances related to the Company’s acquisition of Machinio and Bid4Assets. As of December 31, 2021, the Company has reserved at total of 19,100,000 shares of its common stock for exercises of stock options, vesting of RSUs, and grants of RSAs under these plans. Vesting of RSUs and grants of RSAs count as 1.5 x shares against the plan reserves. As of December 31, 2021, 994,605 shares of common stock remained available for use. Stock Compensation Expense The table below presents the components of share-based compensation expense (in thousands): Three Months Ended December 31, 2021 2020 Equity-classified awards: Stock options $ 1,077 $ 884 RSUs & RSAs 1,193 918 Total equity-classified awards $ 2,270 $ 1,802 Liability-classified awards: SARs 10 427 Total stock compensation expense: $ 2,280 $ 2,229 The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statement of Operations (in thousands): Three Months Ended December 31, 2021 2020 Stock Compensation Expense by Line Item Technology and operations $ 303 $ 367 Sales and marketing 490 580 General and administrative 1,487 1,282 Total stock compensation expense: $ 2,280 $ 2,229 16 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) Stock Options and RSUs & RSAs The following table presents stock option and RSUs & RSAs grant activity: Three Months Ended December 31, 2021 Stock Options granted: Options containing only service conditions: 129,945 Weighted average exercise price $ 23.14 Weighted average grant date fair value $ 10.83 Options containing performance or market conditions: 129,945 Weighted average exercise price $ 23.14 Weighted average grant date fair value $ 10.30 RSUs & RSAs granted: RSUs & RSAs containing only service conditions: 1 316,085 Weighted average grant date fair value $ 22.10 RSUs & RSAs containing performance or market conditions: 1 331,085 Weighted average grant date fair value $ 18.80 ________________ 1 55,000 RSUs containing service conditions and 70,000 RSUs containing performance conditions were granted by private placement. The stock options and RSUs & RSAs containing only service conditions will vest over a four-year service period. The stock options and RSUs & RSAs containing performance conditions will vest upon the achievement of specified financial targets of the Company, a segment, or a division of a segment. The stock options and RSUs & RSAs containing market conditions will vest upon the achievement of specified increases in the Company’s share price. Vesting is measured the first day of each fiscal quarter over the four-year terms of the awards, starting with the first fiscal quarter after the first anniversary of the grant date, based upon the trailing 20-days average of the Company’s share price. The range of assumptions used to determine the fair value of stock options containing only service conditions using the Black-Sc holes option-pricing model during the three months ended December 31, 2021 were as follows: Three Months Ended December 31, 2021 Dividend yield — Expected volatility 58.7 % - 61.2 % Risk-free interest rate 1.1 % - 1.3 % Expected term 4.5 - 5.0 years The range of assumptions used to determine the fair value of stock options and RSUs & RSAs containing market conditions using Monte Carlo simulations during the three months ended December 31, 2021 were as follows: Three Months Ended December 31, 2021 Dividend yield — Expected volatility 57.2 % - 62.9 % Risk-free interest rate 1.1 % - 1.5 % Expected holding period (% of remaining term) 29.4 % - 100.0 % 17 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) SARs During the three months ended December 31, 2021, the Company did no t issue any SARs, 750 SARs were exercised requiring the Company to make cash payments of less than $ 0.1 million, and 2,500 SARs were canceled. As of December 31, 2021 , 38,795 SARs were outstanding. Share Repurchase Program We are authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash. The Company had no remaining share repurchase authorization as of September 30, 2021. On December 6, 2021, the Company's Board of Directors authorized a new stock repurchase plan (the "December 6 Stock Repurchase Plan") of up to $ 20 million of the Company's ou tstanding shares of common stock through December 31, 2023. During the three months ended December 31, 2021, the Company repurchased a total of 147,185 shares for $ 3.0 million under this program. As of December 31, 2021, the company may repurchase an additional $ 17.0 million of shares under this program. Other Share Repurchases Separate from the share repurchase program, our stock incentive plans allow for participants to exercise stock options by surrendering shares of common stock equivalent in value to the exercise price due. During the three months ended December 31, 2021 and December 31, 2020, participants surrendered 4,678 a nd 9,384 shares of common stock, respectively, in the exercise of stock options. Any shares surrendered to the Company in this manner are not available for future grant. 10. Fair Value Measurement The Company measures and records certain assets and liabilities at fair value on a recurring basis. Authoritative guidance issued by the FASB establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels: Level 1: Quoted market prices in active markets for identical assets or liabilities; Level 2: Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3: Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use. The Company had $ 40.0 million of money market funds considered cash equivalents at December 31, 2021 and September 30, 2021. These assets were measured at fair value at December 31, 2021 and September 30, 2021 and were classified as Level 1 assets within the fair value hierarchy. There were no transfers between levels during the periods presented. During the three months ended December 31, 2021, and as a result of the acquisition of Bid4Assets, the Company recorded preliminary fair value of contingent consideration in the amount of $ 26.9 million on its Condensed Consolidated Balance Sheets. 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. The liability for this consideration has $ 14.5 million included in Accrued expenses and other current liabilities and $ 12.4 million recorded in Other long-term liabilities within the Condensed Consolidated Balance Sheets. The Company fair valued the earn-out consideration using Monte Carlo valuation method. The fair value measurements utilized were classified as Level 3 assets within the fair value hierarchy under the provisions of ASC 820 and ASC 805. The significant unobservable inputs used in the fair value measurem ent categorized within Level 3 of the fair value hierarchy included estimated results of operations over the earn-out period, volatility of gross profit and operating expenses, and the discount rate. The earn-out consideration was preliminarily valued at approximately $ 26.9 million at the acquisition date. Fair value of the earn-out consideration will be remeasured at the end of each calendar quarter until December 31, 2022. 18 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) T he changes in earn-out liability measured at fair value for which the Company has used Level 3 inputs to determine fair value during the three months ended December 31, 2021, is as follows (in thousands): Contingent Consideration Balance at September 30, 2021 $ — Earn-out from business acquisition 26,900 Balance at December 31, 2021 $ 26,900 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. Changes in the fair value of the Company's Level 3 liability are recorded in Other operating (income) expenses in the Condensed Consolidated Statements of Operations. The Company’s financial assets and liabilities not measured at fair value are cash, accounts receivable, and accounts payable. The Company believes the carrying values of these instruments approximate fair value. As of December 31, 2021, the Company had no non-financial instruments measured at fair value on a non-recurring basis other than fair value measurements associated with the preliminary purchase accounting for Bid4Assets. See Note 3 - Bid4Assets Acquisition for more information. As of September 30, 2021, the Company did no t have any material assets or liabilities measured at fair value on a non-recurring basis. 11. Defined Benefit Pension Plan Certain employees of Liquidity Services UK Limited (GoIndustry), which the Company acquired in July 2012, are covered by the Henry Butcher Pension Fund and Life Assurance Scheme (the Scheme), a qualified defined benefit pension plan. The Company guarantees GoIndustry's performance on all present and future obligations to make payments to the Scheme for up to a maximum of £ 10 million British pounds. The Scheme was closed to new members on January 1, 2002. The net periodic (benefit) is recognized within Interest and other income, net in the Condensed Consolidated Statements of Operations, and for the three months ended December 31, 2021 and 2020 included the following components: Three Months Ended December 31, (in thousands) 2021 2020 Interest cost $ 132 $ 107 Expected return on plan assets ( 235 ) ( 194 ) Amortization of prior service cost 5 5 Total net periodic (benefit) $ ( 98 ) $ ( 82 ) 12. Legal Proceedings and Other Contingencies The Company reserves for contingent liabilities based on ASC 450, Contingencies , when it determines that a liability is probable and reasonably estimable. From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. Former Employee Matters On December 22, 2020, the Company’s former Vice President, Human Resources (the “HR Plaintiff”) filed a claim with the Equal Employment Opportunity Commission (“EEOC”) for wrongful termination on the basis of gender, race, and age. The EEOC subsequently assigned HR Plaintiff’s claim to the Montgomery County Office of Human Rights for investigation, which, in turn, dismissed HR Plaintiff’s claim after HR Plaintiff filed a complaint in the United States District Court for the District of Maryland Southern Division on May 19, 2021. The Company believes this claim is without merit and cannot estimate a range of potential liability, if any, at this time. The Company’s employment practices liability insurance carrier, CNA, has accepted tender of this claim. 19 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) On October 22, 2021, the Company’s former Chief Marketing Officer (“Marketing Plaintiff”) filed a claim with the EEOC alleging that the Company discriminated against him on the basis of his race and age and that the Company retaliated against him. The Company believes these claims are without merit and cannot estimate a range of potential liability, if any, at this time. CNA has accepted tender of the claims. Unless otherwise noted, based on the information currently available, there are no claims or actions pending or threatened against the Company that, if adversely determined, would have, in Company’s management’s judgement based on the information known to management, a material adverse effect based on the Company in the Company. 13. Segment Information The Company provides operating results in four reportable segments: GovDeals, Retail Supply Chain Group (RSCG), Capital Asset Group (CAG), and Machinio. Descriptions of our reportable segments are as follows: • The GovDeals reportable segment provides self-directed service solutions that enable local and state government entities including city, county and state agencies, located in the United States and Canada to sell surplus, salvage and real estate assets through our GovDeals and Bid4Assets marketplaces (see Note 3). • The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell surplus and salvage consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce services. This segment includes the Company's Liquidation.com, Secondipity and AllSurplus Deals marketplaces. Through the end of third quarter fiscal 2021, RSCG operated the Liquidation.com DIRECT marketplace for truckload quantities of retail surplus. Those assets are now sold on the Liquidation.com marketplace. • The CAG reportable segment provides managed and self-directed service solutions to sellers and consists of marketplaces that enable commercial businesses to sell surplus and idle assets. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. Commercial seller assets are located across North America, Europe, Australia, Asia, and Africa. This segment includes the Company's Network International and GoIndustry DoveBid marketplaces and self-directed service solutions for commercial businesses on the AllSurplus marketplace. • The Machinio reportable segment operates a global search engine platform for listing used equipment for sale in the construction, machine tool, transportation, printing and agriculture sectors. We also report results of Corporate & Other, including elimination adjustments. Decisions concerning the allocation of the Company’s resources are made by the Company’s Chief Operating Decision Maker (CODM), which is the Company's Chief Executive Officer, with oversight by the Board of Directors. The Company reports reportable segment information based on the internal performance measures used by the CODM to assess the performance of each operating segment in a given period. In connection with that assessment, the CODM uses segment gross profit to evaluate the performance of each segment. Segment gross profit is calculated as total revenue less cost of goods sold (excludes depreciation and amortization). 20 Liquidity Services, Inc. and Subsidiaries Notes to the Unaudited Condensed Consolidated Financial Statements - (Continued) The following table sets forth certain financial information for the Company's reportable segments: Three Months Ended December 31, (in thousands) 2021 2020 GovDeals: Revenue $ — $ — Fee revenue 13,984 10,818 Total revenue 13,984 10,818 Gross profit $ 13,295 $ 10,203 RSCG: Revenue $ 32,083 $ 28,161 Fee revenue 6,601 6,745 Total revenue 38,684 34,906 Gross profit $ 14,257 $ 14,627 CAG: Revenue $ 4,134 $ 2,910 Fee revenue 7,073 5,003 Total revenue 11,207 7,913 Gross profit $ 8,719 $ 6,358 Machinio: Revenue $ — $ — Fee revenue 2,832 2,114 Total revenue 2,832 2,114 Gross Profit $ 2,674 $ 1,991 Corporate & Other, including elimination adjustments: Revenue $ — $ — Fee revenue — — Total revenue — — Gross profit $ — $ — Consolidated: Revenue $ 36,217 $ 31,071 Fee revenue 30,490 24,680 Total revenue 66,707 55,751 Gross profit $ 38,945 $ 33,178 The following table reconciles gross profit used in the reportable segments to the Company's consolidated results: Three Months Ended December 31, (in thousands) 2021 2020 Reconciliation: Gross profit $ 38,945 $ 33,178 Operating expenses 34,494 28,548 Other operating (income) expenses ( 32 ) 4 Interest and other income, net ( 131 ) ( 185 ) Income before provision for income taxes $ 4,614 $ 4,811 The percent of our revenues that came from transactions conducted outside of the United States for the three months ended December 31, 2021 and 2020 w as 13.5 % and 9.6 %, respectively. 21