UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) November 29, 2012

 

LIQUIDITY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-51813

 

52-2209244

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

1920 L Street, N.W., 6th Floor, Washington, D.C.

 

20036

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (202) 467-6868

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition.

 

On November 29, 2012, Liquidity Services, Inc. (the “Company”) announced its financial results for the quarter and year ended September 30, 2012.  The full text of the press release (the “Press Release”) issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained in the Press Release shall be considered “furnished” pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any of the Company’s reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits

 

99.1 Press Release dated November 29, 2012

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

LIQUIDITY SERVICES, INC.

 

 

(Registrant)

 

 

 

Date: November 29, 2012

By:

/s/ James E. Williams

 

Name:

James E. Williams

 

Title:

Vice President, General Counsel and Corporate Secretary

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated November 29, 2012

 

4


Exhibit 99.1

 

LIQUIDITY SERVICES, INC. ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2012 FINANCIAL RESULTS

 

·                  Record fiscal year revenue of $475.3 million up 41% — Record Gross Merchandise Volume (GMV) of $864.2 million up 55% - Record Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) of $110.1 million up 109% —

 

·                 Fourth quarter revenue of $122.3 million up 52% — Record GMV of $241.0 million up 65% - Adjusted EBITDA of $23.1 million up 85% —

 

WASHINGTON — November 29, 2012 - Liquidity Services, Inc. (NASDAQ: LQDT; www.liquidityservicesinc.com) today reported its financial results for its fiscal year (FY-12) and fourth quarter (Q4-12) ended September 30, 2012.  Liquidity Services, Inc. provides business and government clients and buying customers transparent, innovative and effective online marketplaces and integrated services for surplus assets.

 

Liquidity Services, Inc. (LSI or the Company) reported record consolidated FY-12 revenue of $475.3 million, an increase of approximately 41% from the prior year.  Adjusted EBITDA, which excludes stock-based compensation and acquisition costs including changes in acquisition earn out payment estimates, for FY-12 was a record $110.1 million, an increase of approximately 109% from the prior year.  FY-12 GMV, the total sales volume of all merchandise sold through the Company’s marketplaces, was a record $864.2 million, an increase of approximately 55% from the prior year.  Comparisons to FY-11 results include our U.K. operations, which were shut down, effective September 30, 2011, and are accounted for as discontinued operations in our statement of operations.

 

The Company reported consolidated Q4-12 revenue of $122.3 million, an increase of approximately 52% from the prior year’s comparable period.  Adjusted EBITDA for Q4-12 was $23.1 million, an increase of approximately 85% from the prior year’s comparable period.  GMV was a record $241.0 million for Q4-12, an increase of approximately 65% from the prior year’s comparable period.  These comparisons include the results of our U.K. operations, as noted above.

 

Net income in FY-12 was $48.3 million or $1.47 diluted earnings per share.  Adjusted net income in FY-12, which excludes stock-based compensation and acquisition costs including changes in acquisition earn out payment estimates, was a record $60.9 million, an increase of approximately 100% from the prior year, and was a record $1.86 adjusted diluted earnings per share.  Net income in Q4-12 was $5.5 million or $0.17 diluted earnings per share.  Adjusted net income in Q4-12 was $13.1 million, an increase of approximately 216% from the prior year’s comparable period, and was $0.40 adjusted diluted earnings per share.  Adjusted net income excludes stock-based compensation and acquisition costs including changes in acquisition earn out payment estimates, net of tax.  These comparisons include the results of our U.K. operations, as noted above.

 

Annual operating cash flow was a record $52.1 million during FY-12, an increase of approximately 31% from the prior year.  Q4-12 operating cash flow was $12.9 million, an increase of approximately 13% from the prior year’s comparable period.

 

“Liquidity Services generated strong results during Q4-12 as we continued to grow our market share and build on our leadership position in the reverse supply chain market during a seasonally low quarter for the Company.  We continued to benefit from large commercial and government clients placing their trust in us to handle more of their excess inventory and high value capital asset sales, which drove strong growth this quarter,” said Bill Angrick, Chairman and CEO of LSI. “Our recent acquisition, of NESA, further enhances our position as the leading reverse supply chain solution for large retailers and their suppliers, and we are excited by the numerous related opportunities to create value for our buyers and clients, which we plan to demonstrate during fiscal year 2013.”

 

“During fiscal year 2012, we continued to advance our business strategy of building a defensible, leadership position in the reverse supply chain market and generated strong results for our clients and shareholders. With our large and growing buyer marketplace, integrated services and domain expertise, we are enabling retailers, manufacturers and government agencies to drive efficiencies in their global supply chains and better compete in an increasingly complex environment. We believe our continued focus on delivering the breadth of services, geographic coverage and global market data that large enterprises require in the reverse supply chain positions us well for fiscal year 2013 and continued long term profitable growth and market leadership,” said Mr. Angrick. “Operationally, Liquidity Services continued to build on the process improvements and scale efficiencies started last fiscal year resulting in overall improved cycle times and margins. Adjusted EBITDA margins improved significantly from 15.6% of revenue and 9.4% of GMV in FY-11 to 23.2% and 12.7%, respectively for FY-12.  Liquidity Services remains focused on executing our long term growth strategy to ensure the Company is well positioned to drive attractive returns for shareholders.”

 

– more –

 



 

Business Outlook

 

While economic conditions have improved, our overall outlook remains cautious due to the volatility in the macro environment and its potential impact on the retail and industrial supply chains and GDP growth.  Additionally, we plan to further invest in our technology infrastructure and product roadmap to support further expansion and integration of our existing businesses and online marketplaces which are proceeding according to our original plan.  In the longer term, we expect our business to continue to benefit from the following trends: (i) as consumers trade down and seek greater value, we anticipate stronger buyer demand for the surplus merchandise sold in our marketplaces, (ii) as corporations and public sector agencies focus on reducing costs, improving transparency and working capital flows by outsourcing reverse supply chain activities, we expect our seller base to increase, and (iii) as corporations and public sector agencies increasingly prefer service providers with a proven track record, innovative technology solutions and demonstrated financial strength, we expect our seller base to increase.

 

The following forward looking statements reflect trends and assumptions for the next quarter and FY 2013:

 

(i)                                     stable commodity prices in our scrap business;

(ii)                                  stable average sales prices realized in our capital assets marketplaces;

(iii)                               an effective income tax rate of 40%; and

(iv)                              improved operations and service levels in our retail goods marketplaces.

 

Our results may also be materially affected by changes in business trends and our operating environment, and by other factors, such as: (i) investments in infrastructure and value-added services to support new business in both commercial and public sector markets; and (ii) pricing pressure from buyers in selected categories of our retail goods marketplaces, which can result in lower than optimal margins.

 

Our Scrap Contract with the Department of Defense (DoD) includes an incentive feature, which can increase the amount of profit sharing distribution we receive from 23% up to 25%.  Payments under this incentive feature are based on the amount of scrap we sell for the DoD to small businesses during the preceding 12 months as of June 30th of each year.  We are eligible to receive this incentive in each year of the term of the Scrap Contract and have assumed for purposes of providing guidance regarding our projected financial results for fiscal year 2013 that we will again receive this incentive payment.

 

In addition, we estimate that we will make investments totaling several million dollars to fully integrate GoIndustry into Liquidity Services over the next year resulting in a drag on our earnings during the first half of fiscal year 2013. This is a change in our expectation that GoIndustry would be accretive to the bottom line throughout fiscal year 2013. We believe this investment is required to fully realize the synergies available across the Company’s buyer marketplaces and clients and to position us for growth within the $100 billion global market for capital assets.

 

GMV — We expect GMV for fiscal year 2013 to range from $1.1 billion to $1.2 billion.  We expect GMV for Q1-13 to range from $240 million to $250 million.

 

Adjusted EBITDA — We expect Adjusted EBITDA for fiscal year 2013 to range from $123 million to $133 million.  We expect Adjusted EBITDA for Q1-13 to range from $22.0 million to $24.0 million.

 

Adjusted Diluted EPS — We estimate Adjusted Earnings Per Diluted Share for fiscal year 2013 to range from $2.05 to $2.23.  In Q1-13, we estimate Adjusted Earnings Per Diluted Share to be $0.36 to $0.40.  This guidance assumes that we have an average fully diluted number of shares outstanding for the year of 33.4 million, and that we will not repurchase shares with the approximately $18.1 million yet to be expended under the share repurchase program.

 

Our guidance adjusts EBITDA and Diluted EPS for (i) acquisition costs including transaction costs and changes in earn out estimates; (ii) amortization of contract intangible assets of $33.3 million from our acquisition of Jacobs Trading; and (iii) for stock based compensation costs, which we estimate to be approximately $3.0 million to $3.5 million per quarter for fiscal year 2013.  These stock based compensation costs are consistent with fiscal year 2012.

 

– more –

 



 

Key FY-12 and Q4-12 Operating Metrics

 

Registered Buyers — At the end of FY-12, registered buyers totaled approximately 2,186,000, representing a 36% increase over the approximately 1,604,000 registered buyers at the end of FY-11.

 

Auction Participants — Auction participants, defined as registered buyers who have bid in an auction during the period (a registered buyer who bids in more than one auction is counted as an auction participant in each auction in which he or she bids), increased to approximately 2,105,000 in FY-12, an approximately 9% increase over the approximately 1,936,000 auction participants in FY-11.  Auction participants increased to approximately 565,000 in Q4-12, an approximately 28% increase over the approximately 442,000 auction participants in Q4-11.

 

Completed Transactions — Completed transactions increased to approximately 501,000, an approximately 5% increase for FY-12 from the approximately 475,000 completed transactions in FY-11.  Completed transactions increased to approximately 140,000, an approximately 35% increase for Q4-12 from the approximately 104,000 completed transactions in Q4-11.  Average transaction sizes increased approximately 47% from $1,175 in FY-11 to $1,725 in FY-12, and 23% from $1,400 in Q4-11 to $1,716 in Q4-12, due to our lotting and merchandising strategies.

 

GMV and Revenue Mix — GMV continues to diversify due to the continued growth in our commercial business and state and local government business (the GovDeals.com marketplace).  As a result, the percentage of GMV derived from our DoD Contracts during FY-12 decreased to 23.7% compared to 33.9% in the prior year and in Q4-12 decreased to 20.7% compared to 35.1% in the prior year period.  The table below summarizes GMV and revenue by pricing model.  The purchase model revenue mix has increased, as a result of the Jacobs Trading acquisition.

 

GMV Mix

 

 

 

FY-12

 

FY-11

 

Q4-12

 

Q4-11

 

Profit-Sharing Model:

 

 

 

 

 

 

 

 

 

Scrap Contract

 

8.9

%

15.4

%

6.7

%

16.8

%

Total Profit Sharing

 

8.9

%

15.4

%

6.7

%

16.8

%

Consignment Model:

 

 

 

 

 

 

 

 

 

GovDeals

 

15.2

%

20.0

%

13.2

%

20.2

%

Commercial

 

37.1

%

24.7

%

45.0

%

30.1

%

Total Consignment

 

52.3

%

44.7

%

58.2

%

50.3

%

Purchase Model:

 

 

 

 

 

 

 

 

 

Commercial

 

24.0

%

21.1

%

21.1

%

14.6

%

Surplus Contract

 

14.8

%

18.5

%

14.0

%

18.3

%

Total Purchase

 

38.8

%

39.6

%

35.1

%

32.9

%

 

 

 

 

 

 

 

 

 

 

Other

 

0.0

%

0.3

%

0.0

%

0.0

%

Total

 

100.0

%

100.0

%

100.0

%

100.0

%

 

Revenue Mix

 

Profit-Sharing Model:

 

 

 

 

 

 

 

 

 

Scrap Contract

 

16.1

%

25.5

%

13.3

%

30.3

%

Total Profit Sharing

 

16.1

%

25.5

%

13.3

%

30.3

%

Consignment Model:

 

 

 

 

 

 

 

 

 

GovDeals

 

2.6

%

3.0

%

2.5

%

3.4

%

Commercial

 

9.9

%

5.8

%

13.7

%

6.9

%

Total Consignment

 

12.5

%

8.8

%

16.2

%

10.3

%

Purchase Model:

 

 

 

 

 

 

 

 

 

Commercial

 

44.5

%

34.9

%

42.9

%

26.4

%

Surplus Contract

 

26.9

%

30.3

%

27.6

%

32.9

%

Total Purchase

 

71.4

%

65.2

%

70.5

%

59.3

%

 

 

 

 

 

 

 

 

 

 

Other

 

0.0

%

0.5

%

0.0

%

0.1

%

Total

 

100.0

%

100.0

%

100.0

%

100.0

%

 

– more –

 



 

Liquidity Services, Inc.

Reconciliation of GAAP to Non-GAAP Measures

 

EBITDA and Adjusted EBITDA. EBITDA is a supplemental non-GAAP financial measure and is equal to net income plus interest expense and other expense, net; provision for income taxes; amortization of contract intangibles; and depreciation and amortization. Our definition of Adjusted EBITDA differs from EBITDA because we further adjust EBITDA for stock based compensation expense, and acquisition costs including changes in earn out estimates and goodwill impairment. Adjusted EBITDA for the three and twelve months ended September 30, 2011 includes the operating losses generated by our UK operations, which were closed down as of September 30, 2011.

 

 

 

Three Months
Ended September 30,

 

Twelve Months
Ended September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(In thousands)

 

Net income

 

$

5,545

 

$

3,126

 

$

48,296

 

$

8,512

 

Interest and other expense, net

 

593

 

62

 

2,218

 

111

 

Provision for income taxes

 

2,627

 

2,527

 

31,652

 

4,419

 

Amortization of contract intangibles

 

1,884

 

203

 

7,943

 

813

 

Depreciation and amortization

 

1,715

 

1,587

 

6,223

 

5,519

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

12,364

 

7,505

 

96,332

 

19,374

 

Stock compensation expense

 

3,462

 

2,387

 

12,117

 

9,136

 

Acquisition costs and goodwill impairment

 

7,256

 

2,578

 

1,695

 

24,167

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

23,082

 

$

12,470

 

$

110,144

 

$

52,677

 

 

Adjusted Net Income and Adjusted Basic and Diluted Earnings Per Share. Adjusted net income is a supplemental non-GAAP financial measure and is equal to net income plus tax effected stock compensation expense, amortization of contract-related intangible assets associated with the Jacobs Trading acquisition and acquisition costs including changes in earn out estimates and goodwill impairment. Adjusted basic and diluted earnings per share are determined using Adjusted Net Income. Adjusted net income for the three and twelve months ended September 30, 2011 includes the operating losses generated by our UK operations, which were closed down as of September 30, 2011.

 

 

 

Three Months Ended
September 30,

 

Twelve Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(Dollars in thousands, except per share data)

 

Net income

 

$

5,545

 

$

3,126

 

$

48,296

 

$

8,512

 

Stock compensation expense (net of tax)

 

2,077

 

1,034

 

7,270

 

6,029

 

Amortization of contract intangibles (net of tax)

 

1,090

 

 

4,359

 

 

Acquisition costs and goodwill impairment (net of tax)

 

4,354

 

(26

)

1,017

 

15,950

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

 

$

13,066

 

$

4,134

 

$

60,942

 

$

30,491

 

 

 

 

 

 

 

 

 

 

 

Adjusted basic earnings per common share

 

$

0.42

 

$

0.15

 

$

1.98

 

$

1.10

 

 

 

 

 

 

 

 

 

 

 

Adjusted diluted earnings per common share

 

$

0.40

 

$

0.14

 

$

1.86

 

$

1.05

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

31,045,293

 

28,512,433

 

30,854,796

 

27,736,865

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

32,788,205

 

30,527,438

 

32,783,079

 

29,081,933

 

 

– more –

 



 

Conference Call

 

The Company will host a conference call to discuss the fiscal 2012 and fourth quarter 2012 results at 10:30 a.m. Eastern Time today.  Investors and other interested parties may access the teleconference by dialing 800-561-2731 or 617-614-3528 and providing the participant pass code 20943794. A live web cast of the conference call will be provided on the Company’s investor relations website at http://www.liquidityservicesinc.com.  A replay of the web cast will be available on the Company’s website for 30 calendar days ending December 29, 2012 at 11:59 p.m. ET.  An audio replay of the teleconference will also be available until December 29, 2012 at 11:59 p.m. ET.  To listen to the replay, dial 888-286-8010 or 617-801-6888 and provide pass code 18384625.  Both replays will be available starting at 12:30 p.m. today.

 

Non-GAAP Measures

 

To supplement our consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP measures of certain components of financial performance.  These non-GAAP measures include earnings before interest, taxes, depreciation and amortization (EBITDA), Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share.  These non-GAAP measures are provided to enhance investors’ overall understanding of our current financial performance and prospects for the future.  We use EBITDA and Adjusted EBITDA: (a) as measurements of operating performance because they assist us in comparing our operating performance on a consistent basis as they do not reflect the impact of items not directly resulting from our core operations; (b) for planning purposes, including the preparation of our internal annual operating budget; (c) to allocate resources to enhance the financial performance of our business; (d) to evaluate the effectiveness of our operational strategies; and (e) to evaluate our capacity to fund capital expenditures and expand our business.

 

We believe these non-GAAP measures provide useful information to both management and investors by excluding certain expenses that may not be indicative of our core operating measures.  In addition, because we have historically reported certain non-GAAP measures to investors, we believe the inclusion of non-GAAP measures provides consistency in our financial reporting.  These measures should be considered in addition to financial information prepared in accordance with generally accepted accounting principles, but should not be considered a substitute for, or superior to, GAAP results.  A reconciliation of all historical non-GAAP measures included in this press release, to the most directly comparable GAAP measures, may be found in the financial tables included in this press release.

 

Supplemental Operating Data

 

To supplement our consolidated financial statements presented in accordance with GAAP, we use certain supplemental operating data as a measure of certain components of operating performance. We review GMV because it provides a measure of the volume of goods being sold in our marketplaces and thus the activity of those marketplaces. GMV and our other supplemental operating data, including registered buyers, auction participants and completed transactions, also provide a means to evaluate the effectiveness of investments that we have made and continue to make in the areas of customer support, value-added services, product development, sales and marketing and operations. Therefore, we believe this supplemental operating data provides useful information to both management and investors.  In addition, because we have historically reported certain supplemental operating data to investors, we believe the inclusion of this supplemental operating data provides consistency in our financial reporting.  This data should be considered in addition to financial information prepared in accordance with generally accepted accounting principles, but should not be considered a substitute for, or superior to, GAAP results.

 

– more –

 



 

Forward-Looking Statements

 

This document contains forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are only predictions. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include, but are not limited to, statements regarding the Company’s business outlook and expected future effective tax rates.  You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continues” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

 

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this document.  Important factors that could cause our actual results to differ materially from those expressed as forward-looking statements are set forth in our filings with the SEC from time to time, and include, among others, our dependence on our contracts with the DoD and Walmart for a significant portion of our revenue and profitability; our ability to successfully expand the supply of merchandise available for sale on our online marketplaces; our ability to attract and retain active professional buyers to purchase this merchandise; the timing and success of upgrades to our technology infrastructure; our ability to successfully complete the integration of any acquired companies, including NESA, GoIndustry, Jacobs Trading and Truckcenter.com, into our existing operations and our ability to realize any anticipated benefits of these or other acquisitions; and our ability to recognize any expected tax benefits as a result of closing our U.K. operations.  There may be other factors of which we are currently unaware or deem immaterial that may cause our actual results to differ materially from the forward-looking statements.

 

All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this document and are expressly qualified in their entirety by the cautionary statements included in this document. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statement to reflect events or circumstances occurring after the date of this document or to reflect the occurrence of unanticipated events.

 

About LSI

 

Liquidity Services, Inc. (NASDAQ: LQDT) provides leading corporations, public sector agencies and buying customers the world’s most transparent, innovative and effective online marketplaces and integrated services for surplus assets. On behalf of its clients, Liquidity Services has completed the sale of over $3.0 billion of surplus, returned and end-of-life assets, in over 500 product categories, including consumer goods, capital assets and industrial equipment. The Company is based in Washington, D.C. and has nearly 1,200 employees. Additional information can be found at: http://www.liquidityservicesinc.com.

 

Contact:

Julie Davis

Director, Investor Relations

202.467.6868 ext. 2234

julie.davis@liquidityservicesinc.com

 

 

– more –

 



 

Liquidity Services, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands)

 

 

 

September 30,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

104,782

 

$

128,984

 

Accounts receivable, net of allowance for doubtful accounts of $1,248 and $514 in 2012 and 2011, respectively

 

16,226

 

6,049

 

Inventory

 

20,669

 

15,065

 

Prepaid and deferred taxes

 

16,927

 

16,073

 

Prepaid expenses and other current assets

 

3,973

 

4,805

 

Current assets of discontinued operations

 

 

277

 

Total current assets

 

162,577

 

171,253

 

Property and equipment, net

 

10,382

 

7,042

 

Intangible assets, net

 

34,204

 

2,993

 

Goodwill

 

185,771

 

40,549

 

Other assets

 

7,474

 

5,970

 

Total assets

 

$

400,408

 

$

227,807

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

9,997

 

$

8,590

 

Accrued expenses and other current liabilities

 

36,425

 

23,411

 

Profit-sharing distributions payable

 

4,041

 

7,267

 

Current portion of acquisition earn out payable

 

14,511

 

5,410

 

Customer payables

 

34,255

 

12,728

 

Current portion of note payable

 

10,000

 

 

Current liabilities of discontinued operations

 

154

 

2,160

 

Total current liabilities

 

109,383

 

59,566

 

Acquisition earn out payable

 

 

4,741

 

Note payable, net of current portion

 

32,000

 

 

Deferred taxes and other long-term liabilities

 

9,022

 

2,087

 

Total liabilities

 

150,405

 

66,394

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.001 par value; 120,000,000 shares authorized; 31,138,111 shares issued and outstanding at September 30, 2012; 31,192,608 shares issued and 29,030,552 shares outstanding at September 30, 2011

 

31

 

29

 

Additional paid-in capital

 

182,361

 

124,886

 

Treasury stock, at cost

 

 

(21,884

)

Accumulated other comprehensive income

 

1,246

 

52

 

Retained earnings

 

66,365

 

58,330

 

Total stockholders’ equity

 

250,003

 

161,413

 

Total liabilities and stockholders’ equity

 

$

400,408

 

$

227,807

 

 

– more –

 



 

Liquidity Services, Inc. and Subsidiaries

Consolidated Statements of Operations

(Dollars in Thousands, Except Share and Per Share Data)

 

 

 

Three Months Ended
September 30,

 

Twelve Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Revenue

 

$

102,424

 

$

70,814

 

$

415,829

 

$

297,584

 

Fee revenue

 

19,851

 

8,391

 

59,475

 

29,794

 

Total revenue from continuing operations

 

122,275

 

79,205

 

475,304

 

327,378

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses from continuing operations:

 

 

 

 

 

 

 

 

 

Cost of goods sold (excluding amortization)

 

50,626

 

25,440

 

198,123

 

126,395

 

Profit-sharing distributions

 

9,125

 

14,788

 

43,242

 

49,318

 

Technology and operations

 

20,025

 

13,239

 

67,553

 

52,178

 

Sales and marketing

 

10,444

 

5,970

 

31,252

 

23,279

 

General and administrative

 

12,435

 

6,849

 

37,107

 

26,484

 

Amortization of contract intangibles

 

1,884

 

203

 

7,943

 

813

 

Depreciation and amortization

 

1,715

 

1,342

 

6,223

 

4,881

 

Acquisition costs

 

7,256

 

1,762

 

1,695

 

6,702

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

113,510

 

69,593

 

393,138

 

290,050

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

8,765

 

9,612

 

82,166

 

37,328

 

Interest and other expense, net

 

593

 

401

 

2,218

 

1,190

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes from continuing operations

 

8,172

 

9,211

 

79,948

 

36,138

 

Provision for income taxes

 

2,627

 

2,528

 

31,652

 

15,459

 

Income from continuing operations

 

5,545

 

6,683

 

48,296

 

20,679

 

Loss from discontinued operations, net of tax

 

 

(3,557

)

 

(12,167

)

Net income

 

$

5,545

 

$

3,126

 

$

48,296

 

$

8,512

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

From continuing operations

 

$

0.18

 

$

0.23

 

$

1.57

 

$

0.75

 

From discontinued operations

 

 

(0.12

)

 

(0.44

)

Basic earnings per common share

 

$

0.18

 

$

0.11

 

$

1.57

 

$

0.31

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

From continuing operations  

 

$

0.17

 

$

0.22

 

$

1.47

 

$

0.71

 

From discontinued operations

 

 

(0.12

)

 

(0.42

)

Diluted earnings per common share

 

$

0.17

 

$

0.10

 

$

1.47

 

$

0.29

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

31,045,293

 

28,512,433

 

30,854,796

 

27,736,865

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding

 

32,788,205

 

30,527,438

 

32,783,079

 

29,081,933

 

 

– more –

 



 

Liquidity Services, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)

 

 

 

Three Months Ended
September 30,

 

Twelve Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Operating activities

 

 

 

 

 

 

 

 

 

Net income

 

$

5,545

 

$

3,126

 

$

48,296

 

$

8,512

 

Less: Discontinued operations, net of tax

 

 

(3,557

)

 

(12,167

)

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

 

5,545

 

6,683

 

48,296

 

20,679

 

Adjustments to reconcile income from continuing operations to net cash provided by operating activities from continued operations:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

3,599

 

1,545

 

14,166

 

5,694

 

Stock compensation expense

 

3,462

 

2,386

 

12,117

 

9,136

 

Provision (benefit) for inventory allowance

 

1,660

 

(73

)

884

 

(22

)

Provision (benefit) for doubtful accounts

 

334

 

90

 

117

 

221

 

Deferred tax (benefit) provision

 

(1,719

)

66

 

(1,719

)

66

 

Incremental tax benefit from exercise of common stock options

 

(1,765

)

(4,146

)

(16,953

)

(6,597

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

(483

)

(883

)

(1,596

)

(1,809

)

Inventory

 

4,384

 

(1,693

)

(132

)

(392

)

Prepaid expenses and other assets

 

4,490

 

1,480

 

17,890

 

7,815

 

Accounts payable

 

(1,331

)

2,582

 

(7,570

)

1,552

 

Accrued expenses and other

 

(15,298

)

4,312

 

(8,534

)

(691

)

Profit-sharing distributions payable

 

1,103

 

1,909

 

(3,226

)

1,671

 

Customer payables

 

2,677

 

(608

)

2,510

 

2,945

 

Acquisition earn out payable

 

6,242

 

(1,838

)

(3,826

)

358

 

Other liabilities

 

77

 

(21

)

205

 

(1

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities from continuing activities

 

12,977

 

11,791

 

52,629

 

40,625

 

Net cash used in operating activities from discontinued operations

 

(102

)

(405

)

(483

)

(739

)

Net cash provided by operating activities

 

12,875

 

11,386

 

52,146

 

39,886

 

Investing activities

 

 

 

 

 

 

 

 

 

Purchases of short-term investments

 

 

(1,462

)

 

(10,292

)

Proceeds from the sale of short-term investments

 

 

12,392

 

 

43,812

 

Cash paid for acquisitions and decrease (increase) in goodwill and intangibles

 

8,267

 

(62

)

(71,796

)

(9,092

)

Purchases of property and equipment

 

(3,965

)

(423

)

(6,793

)

(4,822

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

4,302

 

10,445

 

(78,589

)

19,606

 

Financing activities

 

 

 

 

 

 

 

 

 

Proceeds from exercise of common stock options (net of tax)

 

1,469

 

10,590

 

15,491

 

23,639

 

Incremental tax benefit from exercise of common stock options

 

1,765

 

4,146

 

16,953

 

6,597

 

Repurchases of common stock

 

 

 

(29,999

)

(3,541

)

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

3,234

 

14,736

 

2,445

 

26,695

 

Effect of exchange rate differences on cash and cash equivalents

 

(288

)

(990

)

(309

)

(476

)

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

20,123

 

35,577

 

(24,307

)

85,711

 

Cash and cash equivalents at beginning of the period

 

84,659

 

93,512

 

129,089

 

43,378

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

104,782

 

$

129,089

 

$

104,782

 

$

129,089

 

Less: Cash and cash equivalents of discontinued operations at end of year

 

 

105

 

 

105

 

Cash and cash equivalents of continuing operations at end of year

 

$

104,782

 

$

128,984

 

$

104,782

 

$

128,984

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$

2,721

 

$

12

 

$

14,482

 

$

6,245

 

Cash paid for interest

 

65

 

14

 

117

 

62

 

Contingent purchase price accrued

 

6,242

 

 

7,438

 

6,989

 

Note payable issued in connection with acquisition

 

 

 

40,000