0001235468-22-000066 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Mar. 31, 2022	May 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	0-51813
Entity Registrant Name	LIQUIDITY SERVICES, INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2209244
Entity Address, Address Line One	6931 Arlington Road, Suite 200
Entity Address, City or Town	Bethesda
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20814
City Area Code	202
Local Phone Number	467-6868
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	LQDT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		35,576,022
Entity Central Index Key	0001235468
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Current assets:
Cash and cash equivalents	$ 84,264	$ 106,335
Accounts receivable, net of allowance for doubtful accounts of $336 and $490	6,606	5,866
Inventory, net	13,079	12,468
Prepaid taxes and tax refund receivable	1,715	1,713
Prepaid expenses and other current assets	6,508	5,460
Total current assets	112,172	131,842
Property and equipment, net of accumulated depreciation of $21,656 and $18,558	18,243	17,634
Operating lease assets	14,085	13,478
Intangible assets, net	18,209	3,453
Goodwill	89,691	59,872
Deferred tax assets	18,508	23,822
Other assets	5,911	5,475
Total assets	276,819	255,576
Current liabilities:
Accounts payable	41,029	40,611
Accrued expenses and other current liabilities	37,946	25,975
Current portion of operating lease liabilities	4,306	4,250
Deferred revenue	5,067	4,624
Payables to sellers	44,238	33,713
Total current liabilities	132,586	109,173
Operating lease liabilities	10,831	10,098
Other long-term liabilities	413	1,290
Total liabilities	143,830	120,561
Commitments and contingencies (Note 13)	0	0
Stockholders’ equity:
Common stock, $0.001 par value; 120,000,000 shares authorized; 35,563,988 shares issued and outstanding at March 31, 2022; 35,457,095 shares issued and outstanding at September 30, 2021	36	35
Additional paid-in capital	254,680	252,017
Treasury stock, at cost; 3,385,827 shares at March 31, 2022 and 2,222,083 shares at September 30, 2021	(56,726)	(36,628)
Accumulated other comprehensive loss	(9,311)	(9,011)
Accumulated deficit	(55,690)	(71,398)
Total stockholders’ equity	132,989	135,015
Total liabilities and stockholders’ equity	$ 276,819	$ 255,576

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 336	$ 490
Property and equipment, accumulated depreciation	$ 21,656	$ 18,558
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares issued	35,563,988	35,457,095
Common stock, shares outstanding	35,563,988	35,457,095
Treasury shares	3,385,827	2,222,083

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Total revenue	$ 68,275	$ 61,786	$ 134,983	$ 117,538
Costs and expenses from operations:
Cost of goods sold (excludes depreciation and amortization)	28,968	26,385	56,730	48,958
Technology and operations	13,872	12,085	27,790	22,644
Sales and marketing	11,273	8,910	21,317	18,018
General and administrative	7,053	6,892	15,284	13,902
Depreciation and amortization	2,603	1,670	4,906	3,541
Fair value adjustments of acquisition earn-outs	(8,500)	0	(8,500)	0
Other operating expenses (income)	23	206	(10)	210
Total costs and expenses	55,292	56,148	117,517	107,273
Income from operations	12,983	5,638	17,466	10,265
Interest and other income, net	(46)	(29)	(177)	(214)
Income before provision for income taxes	13,029	5,667	17,643	10,479
Provision for income taxes	1,059	407	2,071	704
Net income	$ 11,970	$ 5,260	$ 15,572	$ 9,775
Basic income per common share (in dollars per share)	$ 0.37	$ 0.16	$ 0.48	$ 0.29
Diluted income per common share (in dollars per share)	$ 0.35	$ 0.15	$ 0.45	$ 0.28
Basic weighted average shares outstanding	32,561,903	33,491,395	32,769,057	33,332,417
Diluted weighted average shares outstanding	34,004,568	35,559,747	34,382,149	34,914,549
Revenue
Total revenue	$ 37,384	$ 35,968	$ 73,602	$ 67,040
Fee revenue
Total revenue	$ 30,891	$ 25,818	$ 61,381	$ 50,498

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income	$ 11,970	$ 5,260	$ 15,572	$ 9,775
Other comprehensive (loss) income:
Foreign currency translation	(169)	123	(300)	1,019
Other comprehensive (loss) income	(169)	123	(300)	1,019
Comprehensive income	$ 11,801	$ 5,383	$ 15,272	$ 10,794

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit
Balance (in shares) at Sep. 30, 2020		34,082,406		547,508,000
Balance at Sep. 30, 2020	$ 111,815	$ 34	$ 247,892	$ 3,983	$ (9,782)	$ (122,346)
Increase (Decrease) in Stockholders' Equity
Net income	4,514					4,514
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares)		151,845
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units	197		197
Taxes paid associated with net settlement of stock compensation awards (in shares)		(7,703)
Taxes paid associated with net settlement of stock compensation awards	(57)		(57)
Forfeitures of restricted stock awards (in shares)		(13,733)
Common stock repurchased (in shares)				(309,496,000)
Common stock repurchased	(4,103)			$ (4,103)
Common stock surrendered in the exercise of stock options	0		169	$ (169)
Common stock surrendered in the exercise of stock options (in shares)				(9,384,000)
Stock compensation expense	1,801		1,801
Balance (in shares) at Dec. 31, 2020		34,212,815		866,388,000
Balance at Dec. 31, 2020	115,063	$ 34	250,002	$ 8,255	(8,886)	(117,832)
Balance (in shares) at Sep. 30, 2020		34,082,406		547,508,000
Balance at Sep. 30, 2020	111,815	$ 34	247,892	$ 3,983	(9,782)	(122,346)
Increase (Decrease) in Stockholders' Equity
Net income	$ 9,775
Common stock surrendered in the exercise of stock options (in shares)	(82,612)
Balance (in shares) at Mar. 31, 2021		35,115,307		1,587,199,000
Balance at Mar. 31, 2021	$ 106,938	$ 35	249,866	$ 21,628	(8,763)	(112,572)
Balance (in shares) at Dec. 31, 2020		34,212,815		866,388,000
Balance at Dec. 31, 2020	115,063	$ 34	250,002	$ 8,255	(8,886)	(117,832)
Increase (Decrease) in Stockholders' Equity
Net income	5,260					5,260
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares)		1,079,955
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units	155	$ 1	154
Taxes paid associated with net settlement of stock compensation awards (in shares)		(177,463)
Taxes paid associated with net settlement of stock compensation awards	(3,145)		(3,145)
Common stock repurchased (in shares)				(647,583,000)
Common stock repurchased	(12,040)			$ (12,040)
Common stock surrendered in the exercise of stock options	$ 0		1,333	$ (1,333)
Common stock surrendered in the exercise of stock options (in shares)	(73,228)			(73,228,000)
Stock compensation expense	$ 1,522		1,522
Balance (in shares) at Mar. 31, 2021		35,115,307		1,587,199,000
Balance at Mar. 31, 2021	106,938	$ 35	249,866	$ 21,628	(8,763)	(112,572)
Balance (in shares) at Sep. 30, 2021		35,457,095		(2,222,083)
Balance at Sep. 30, 2021	135,015	$ 35	252,017	$ (36,628)	(9,011)	(71,398)
Increase (Decrease) in Stockholders' Equity
Net income	3,602					3,602
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares)		131,070
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units	1	$ 1
Taxes paid associated with net settlement of stock compensation awards (in shares)		(40,239)
Taxes paid associated with net settlement of stock compensation awards	(851)		(851)
Forfeitures of restricted stock awards (in shares)		(14,855)
Common stock repurchased (in shares)				(147,185)
Common stock repurchased	(2,963)			$ (2,963)
Common stock surrendered in the exercise of stock options	0		100	$ (100)
Common stock surrendered in the exercise of stock options (in shares)				(4,678)
Stock compensation expense	2,270		2,270
Foreign currency translation and other	5				(131)	136
Balance (in shares) at Dec. 31, 2021		35,533,071		(2,373,946)
Balance at Dec. 31, 2021	137,079	$ 36	253,536	$ (39,691)	(9,142)	(67,660)
Balance (in shares) at Sep. 30, 2021		35,457,095		(2,222,083)
Balance at Sep. 30, 2021	135,015	$ 35	252,017	$ (36,628)	(9,011)	(71,398)
Increase (Decrease) in Stockholders' Equity
Net income	$ 15,572
Common stock surrendered in the exercise of stock options (in shares)	(4,678)
Balance (in shares) at Mar. 31, 2022		35,563,988		3,385,827
Balance at Mar. 31, 2022	$ 132,989	$ 36	254,680	$ (56,726)	(9,311)	(55,690)
Balance (in shares) at Dec. 31, 2021		35,533,071		(2,373,946)
Balance at Dec. 31, 2021	137,079	$ 36	253,536	$ (39,691)	(9,142)	(67,660)
Increase (Decrease) in Stockholders' Equity
Net income	11,970					11,970
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares)		320,943
Taxes paid associated with net settlement of stock compensation awards (in shares)		(47,124)
Taxes paid associated with net settlement of stock compensation awards	(958)		(958)
Forfeitures of restricted stock awards (in shares)		(242,902)
Common stock repurchased (in shares)				(1,011,881)
Common stock repurchased	(17,035)			$ (17,035)
Common stock surrendered in the exercise of stock options	$ 0		0	$ 0
Common stock surrendered in the exercise of stock options (in shares)	0			0
Stock compensation expense	$ 2,102		2,102
Foreign currency translation and other	(169)				(169)
Balance (in shares) at Mar. 31, 2022		35,563,988		3,385,827
Balance at Mar. 31, 2022	$ 132,989	$ 36	$ 254,680	$ (56,726)	$ (9,311)	$ (55,690)

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating activities
Net income	$ 15,572	$ 9,775
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,906	3,541
Stock compensation expense	4,272	3,990
Inventory adjustment to net realizable value	98	0
Provision for doubtful accounts	11	175
Deferred tax provision	1,590	64
Gain on disposal of property and equipment	(13)	44
Gain on termination of lease	(240)	0
Impairment of long-lived and other assets	31	203
Fair value adjustments of acquisition earn-outs	(8,500)	0
Changes in operating assets and liabilities:
Accounts receivable	(637)	(594)
Inventory	(709)	(7,517)
Prepaid and deferred taxes	(3)	57
Prepaid expenses and other assets	(1,230)	(1,358)
Operating lease assets and liabilities	422	(52)
Accounts payable	393	14,947
Accrued expenses and other current liabilities	(8,121)	2,003
Deferred revenue	442	916
Payables to sellers	7,149	5,383
Other liabilities	(806)	(262)
Net cash provided by operating activities	14,627	31,315
Investing activities
Cash paid for business acquisition, net of cash acquired	(11,164)	0
Purchases of property and equipment, including capitalized software	(3,572)	(2,418)
Increase in intangibles	(8)	(21)
Proceeds from sales of property and equipment	17	35
Proceeds from promissory note	0	824
Net cash used by investing activities	(14,727)	(1,580)
Financing activities
Payments of the principal portion of finance lease liabilities	(51)	(17)
Payment of debt issuance costs	(91)	0
Taxes paid associated with net settlement of stock compensation awards	(1,809)	(3,202)
Proceeds from exercise of stock options	0	351
Common stock repurchased	(19,998)	(16,143)
Net cash used by financing activities	(21,949)	(19,011)
Effect of exchange rate differences on cash and cash equivalents	(22)	853
Net (decrease) increase in cash and cash equivalents	(22,071)	11,577
Cash and cash equivalents at beginning of period	106,335	76,036
Cash and cash equivalents at end of period	84,264	87,613
Supplemental disclosure of cash flow information
Cash paid for income taxes, net	350	508
Non-cash: Earnout liability for acquisition activity	19,500	0
Common stock surrendered in the exercise of stock options	$ 100	$ 1,502

Organization	6 Months Ended
Organization	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	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 14 - 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.

Summary of Significant Accounting Policies	6 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	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 and six months ended March 31, 2022, 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 and six months ended March 31, 2022, 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 $0.8 million as of March 31, 2022, 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. 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 $5.1 million as of March 31, 2022, 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, $3.4 million was earned as Fee revenue during the six months ended March 31, 2022. Performance obligations for Machinio's subscription services are satisfied over time as the Company provides the services over the term of the subscription. As of March 31, 2022, the Company has a remaining performance obligation of $5.1 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 was $1.8 million as of March 31, 2022, 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 $0.3 million and $0.5 million during the three and six months ended March 31, 2022, and $0.2 million and $0.3 million during the three and six months ended March 31, 2021. 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 a 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 and six months ended March 31, 2022, and March 31, 2021. 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 within interest bearing and earnings allowance checking accounts which may at times exceed federally insured limits (FDIC and/or SIPC), and Accounts receivable. The Company deposits its cash in interest bearing checking accounts with financial institutions that the Company considers to be of high credit quality. 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 51.7% and 61.2% of consolidated Cost of goods sold for the three months ended March 31, 2022, and 2021, respectively, and 56.0% and 60.6% of consolidated Cost of goods sold for the six months ended March 31, 2022, and 2021, respectively. These contracts are included within the RSCG reportable segment. Recent Accounting Pronouncements Accounting Standards Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 Accounting Standards Codification (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. 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.

Bid4Assets Acquisition

6 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

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 and reporting unit.

As of March 31, 2022, 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, 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. During the three months ended March 31, 2022, we recorded a measurement period adjustment of $1.1 million for the 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. This resulted in a change to the total consideration transferred and goodwill balance seen below as compared to our previously reported preliminary purchase accounting results as of December 31, 2021.

The preliminary 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 preliminary fair value of $28.0 million. Former 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.

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	346
Total assets acquired	20,422
Payables to sellers	3,715
Operating lease liabilities	204
Deferred tax liabilities	3,724
Total liabilities assumed	7,642
Net identifiable assets acquired	$	12,780
Goodwill	29,960
Total consideration transferred	$	42,739

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 $30.0 million was recorded. The total goodwill arising from the acquisition is included in the GovDeals reportable segment and reporting unit 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.

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 six months ended March 31, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded preliminary contingent consideration in the amount of $28.0 million on its Condensed Consolidated Balance Sheets. See further discussion of this matter within Note 11 - 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 and six months ended March 31, 2022.

Earnings per Share

6 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

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 March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Numerator:
Net income	$	11,970	$	5,260	$	15,572	$	9,775
Denominator:
Basic weighted average shares outstanding	32,561,903		33,491,395		32,769,057		33,332,417
Dilutive impact of stock options, RSUs and RSAs	1,442,665		2,068,352		1,613,092		1,582,132
Diluted weighted average shares outstanding	34,004,568		35,559,747		34,382,149		34,914,549
Basic income per common share	$	0.37	$	0.16	$	0.48	$	0.29
Diluted income per common share	$	0.35	$	0.15	$	0.45	$	0.28
Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive	1,327,292		367,539		1,246,493		969,089

Leases

6 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

The Company has operating leases for its corporate offices, warehouses, vehicles and equipment. The operating leases have remaining terms of up to 4.8 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 March 31,				Six Months Ended March 31,
(in thousands)	2022		2021		2022		2021
Finance lease – lease asset amortization	$	21	$	16	$	42	$	32
Finance lease – interest on lease liabilities	5		5		10		10
Operating lease cost	1,434		1,249		2,912		2,655
Operating lease impairment expense	—		172		0		172
Short-term lease cost	64		47		117		121
Variable lease cost (1)	169		455		553		818
Sublease income	(30)		(30)		(67)		(106)
Total net lease cost	$	1,663	$	1,914	$	3,567	$	3,702

(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:


	March 31, 2022
(in thousands)	Operating Leases		Finance Leases
2022	$	2,641	$	58
2023	4,782		117
2024	3,882		98
2025	3,176		69
2026	2,139		66
Thereafter	396		12
Total lease payments (1)	$	17,016	$	420
Less: imputed interest (2)	(1,879)		(44)
Total lease liabilities	$	15,137	$	376

(1) The weighted average remaining lease term is 3.8 years for operating leases and 4.0 years for finance leases.

(2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases.

Supplemental disclosures of cash flow information related to leases are:


	Six Months Ended March 31,
(in thousands)	2022		2021
Cash paid for amounts included in operating lease liabilities	$	2,060	$	2,251
Cash paid for amounts included in finance lease liabilities	51		17
Non-cash: lease liabilities arising from new operating lease assets obtained	3,158		885
Non-cash: lease liabilities arising from new finance lease assets obtained	179		—
Non-cash: adjustments to lease assets and liabilities1	(198)		3,286

(1) These include adjustments due to lease modifications, renewals, and other related adjustments.

Leases

The components of lease expense are:


	Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)	2022		2021		2022		2021
Finance lease – lease asset amortization	$	21	$	16	$	42	$	32
Finance lease – interest on lease liabilities	5		5		10		10
Operating lease cost	1,434		1,249		2,912		2,655
Operating lease impairment expense	—		172		0		172
Short-term lease cost	64		47		117		121
Variable lease cost (1)	169		455		553		818
Sublease income	(30)		(30)		(67)		(106)
Total net lease cost	$	1,663	$	1,914	$	3,567	$	3,702

Maturities of lease liabilities are:


	March 31, 2022
(in thousands)	Operating Leases		Finance Leases
2022	$	2,641	$	58
2023	4,782		117
2024	3,882		98
2025	3,176		69
2026	2,139		66
Thereafter	396		12
Total lease payments (1)	$	17,016	$	420
Less: imputed interest (2)	(1,879)		(44)
Total lease liabilities	$	15,137	$	376

(1) The weighted average remaining lease term is 3.8 years for operating leases and 4.0 years for finance leases.

(2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases.

Supplemental disclosures of cash flow information related to leases are:


	Six Months Ended March 31,
(in thousands)	2022		2021
Cash paid for amounts included in operating lease liabilities	$	2,060	$	2,251
Cash paid for amounts included in finance lease liabilities	51		17
Non-cash: lease liabilities arising from new operating lease assets obtained	3,158		885
Non-cash: lease liabilities arising from new finance lease assets obtained	179		—
Non-cash: adjustments to lease assets and liabilities1	(198)		3,286

(1) These include adjustments due to lease modifications, renewals, and other related adjustments.

Goodwill

6 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

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)	—		29,960		—		29,960
Translation adjustments	(141)		—		—		(141)
Balance at March 31, 2022	$	21,442	$	53,691	$	14,558	$	89,691

The increase in the goodwill balance of approximately $30.0 million at the GovDeals reportable segment and reporting unit during the six months ended March 31, 2022, 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. As discussed in Note 11 – Fair Value Measurements, the fair value of the Bid4Assets earn-out liability declined by $8.5 million during the three months ended March 31, 2022, due to timing changes impacting the level of auction events and transactions that are expected to occur during the earn-out period ending December 31, 2022. These timing changes have not reflected substantive changes to the long-term outlook for real estate sales within the GovDeals segment and were not considered a triggering event for testing goodwill or long-lived assets for impairment as of March 31, 2022. The Company has also continued to evaluate the impact of the COVID-19 pandemic and other ongoing macroeconomic disruptions on the recoverability of its goodwill. The Company did not identify any indicators of impairment that required an interim goodwill impairment test during the six months ended March 31, 2022.

Intangible Assets

6 Months Ended

Mar. 31, 2022

Finite-Lived Intangible Assets, Net [Abstract]

Intangible Assets

Intangible assets consist of the following:


		March 31, 2022						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		(2,661)		14,339		3,100		(1,679)		1,421
Technology	3 - 5	5,300		(2,387)		2,913		2,700		(1,755)		945
Patent and trademarks	3 - 10	2,368		(1,411)		957		2,360		(1,273)		1,087
Total intangible assets		$	24,668	$	(6,459)	$	18,209	$	8,160	$	(4,707)	$	3,453

The gross carrying amount of total intangible assets increased by $16.5 million during the six months ended March 31, 2022 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 March 31, 2022, is as follows:


(in thousands)	Expected Amortization Expense
Years ending September 30,
Remainder of 2022	$	1,967
2023	3,791
2024	3,253
2025	2,013
2026 and thereafter	7,185

Total	$	18,209

Intangible asset amortization expense was $1.0 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively, and $1.8 million and $0.7 million for the six months ended March 31, 2022 and 2021, respectively.

The Company has continued to evaluate the impact of the COVID-19 pandemic, ongoing macroeconomic disruptions, and the subsequent financial performance of Bid4Assets, on the recoverability of its long-lived assets. The Company did not identify any indicators of impairment requiring an interim impairment test on material long-lived assets during the three and six months ended March 31, 2022.

Income Taxes	6 Months Ended
Income Taxes	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income TaxesThe 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 six months of fiscal year 2022 and its corresponding effective tax rate is 11.7% compared to 6.7% for the first six months of fiscal year 2021. The change in the effective tax rate for the six months ended March 31, 2022, 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. 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 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 six months ended March 31, 2022. 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 March 31, 2022, 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.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
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-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Debt	6 Months Ended
Debt	Mar. 31, 2022
Debt Disclosure [Abstract]
Debt	Debt On February 10, 2022, the Company entered into a credit facility agreement (Credit Agreement) with Wells Fargo Bank, N.A. Terms of the Credit Agreement provide for revolving loans (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. The Credit Agreement ends on March 31, 2024, at which time any remaining amounts outstanding are due immediately. 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%. Interest is payable monthly. The Company pays an Unused Commitment Fee, on a quarterly basis, equal to 0.05% per annum on the daily amount of the Line of Credit available, but unused. The Company also pays a Letter of Credit Fee, on a quarterly basis, equal to 1.25% on the daily amount available to be drawn for standby letters of credit. Interest incurred on any draws under the Line of Credit, as well as the Unused Commitment Fee and Letter of Credit Fee, are included within Interest and other income, net in the Condensed Consolidated Statements of Operations. The Company may draw upon the Line of Credit for general corporate purposes. Repayments of any borrowings under the Line of Credit 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). The Credit Agreement contains a number of affirmative and restrictive covenants including limitations on mergers, consolidations and dissolutions, investments and acquisitions, indebtedness and liens, and dividends and other restricted payments. As of March 31, 2022, the Company was in full compliance with the terms and conditions of the Credit Agreement. During the three and six months ended March 31, 2022, the Company did not make any draws under the Credit Agreement. As of March 31, 2022, the Company had no outstanding borrowings under the Credit Agreement. During the three and six months ended March 31, 2022, interest expense incurred by the Company under the Credit Agreement was immaterial to the condensed consolidated financial statements.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Stockholders' Equity

6 Months Ended

Mar. 31, 2022

Equity [Abstract]

Stockholders' Equity

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
Net income	—	—		—		—		—		—		5,260		5,260
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units	1,079,955	1		154		—		—		—		—		155
Taxes paid associated with net settlement of stock compensation awards	(177,463)	—		(3,145)		—		—		—		—		(3,145)

Common stock repurchased	—	—		—		(647,583)		(12,040)		—		—		(12,040)
Common stock surrendered in the exercise of stock options	—	—		1,333		(73,228)		(1,333)		—		—		—
Stock compensation expense	—	—		1,522		—		—		—		—		1,522
Foreign currency translation	—	—		—		—		—		123		—		123
Balance at March 31, 2021	35,115,307	$	35	$	249,866	$	(1,587,199)	$	(21,628)	$	(8,763)	$	(112,572)	$	106,938

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 (LTIP), and a plan and private placement issuances related to the Company’s acquisition of Machinio and Bid4Assets. During the three months ended March 31, 2022, the Company's shareholders approved an amendment to the LTIP to increase the number of shares of common stock reserved for issuance from 19,100,000 to 20,300,000. Accordingly, as of March 31, 2022, the Company has reserved a total of 20,300,000 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 1.5x shares against the plan reserves. As of March 31, 2022, 2,350,615 shares of common stock remained available for use under the LTIP.

Stock Compensation Expense

The table below presents the components of share-based compensation expense (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Equity-classified awards:
Stock options	$	534	$	844	$	1,591	$	1,729
RSUs & RSAs	1,569		678		2,782		1,594
Total equity-classified awards	$	2,103	$	1,522	$	4,373	$	3,323
Liability-classified awards:
SARs	(111)		239		(101)		667
Total stock compensation expense:	$	1,992	$	1,761	$	4,272	$	3,990

The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statements of Operations (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Stock Compensation Expense by Line Item
Technology and operations	$	282	$	257	$	585	$	624
Sales and marketing	542		454		1,032		1,034
General and administrative	1,168		1,050		2,655		2,332
Total stock compensation expense:	$	1,992	$	1,761	$	4,272	$	3,990

Stock Options and RSUs & RSAs

The following table presents stock option and RSUs & RSAs grant activity:


	Six Months Ended
	March 31, 2022
Stock Options granted:
Options containing only service conditions:	131,712
Weighted average exercise price	$	22.13
Weighted average grant date fair value	$	10.83

Options containing performance or market conditions:	129,945
Weighted average exercise price	$	22.17
Weighted average grant date fair value	$	10.30

RSUs & RSAs granted:
RSUs & RSAs containing only service conditions:1	354,934
Weighted average grant date fair value	$	21.78

RSUs & RSAs containing performance or market conditions:1	451,085
Weighted average grant date fair value	$	18.84

________________

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-Scholes option-pricing model during the six months ended March 31, 2022, were as follows:


						Six Months Ended
						March 31, 2022
Dividend yield						—
Expected volatility						57.0% - 61.2%
Risk-free interest rate						1.1% - 1.8%
Expected term						4.5 - 7.4 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 six months ended March 31, 2022, were as follows:


						Six Months Ended
						March 31, 2022
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%

SARs

During the six months ended March 31, 2022, the Company did not issue any SARs, 6,725 SARs were exercised requiring the Company to make cash payments of less than $0.1 million, and 3,250 SARs were canceled. As of March 31, 2022, 32,070 SARs were outstanding.

Share Repurchase Program

From time to time, we may be authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. 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 of up to $20 million of the Company's outstanding shares of common stock through December 31, 2023. The Company repurchased 1,011,881 shares for $17.0 million, and 1,159,066 shares for $20.0 million during the three and six months ended March 31, 2022, respectively. As of March 31, 2022, the Company had no remaining authorization to repurchase shares.

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 March 31, 2022, no shares of common stock were surrendered by participants in the exercise of stock options. During the three months ended March 31, 2021, participants surrendered 73,228 shares of common stock in the exercise of stock options. During the six months ended March 31, 2022, and March 31, 2021, participants surrendered 4,678 and 82,612 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.

Fair Value Measurement

6 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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 held no money market funds considered cash equivalents at March 31, 2022, while it held $40.0 million of money market funds considered cash equivalents at September 30, 2021. The decrease in money market funds held during the period was a result of the Company's movement of excess cash balances to higher yield product offerings in interest bearing and earnings allowance checking accounts.

There were no money market fund assets to measure at fair value at March 31, 2022. Money market funds held at September 30, 2021, were measured at fair value and classified as Level 1 assets within the fair value hierarchy. There were no transfers between levels during the periods presented.

During the three and six months ended March 31, 2022, and as a result of the acquisition of Bid4Assets, the Company recorded preliminary fair value of contingent consideration in the amount of $28.0 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 is included in Accrued expenses and other current 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, Fair Value Measurements, and ASC 805, Business Combinations. 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 gross profit and operating expenses, and the discount rate. The earn-out consideration was preliminarily valued at approximately $28.0 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.

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 three and six months ended March 31, 2022, 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
Measurement period adjustment	1,100
Change in fair value	(8,500)
Balance at March 31, 2022	$	19,500

During the three months ended March 31, 2022, we recorded a measurement period adjustment of $1.1 million for the 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. See further discussion in Note 3 - Bid4Assets Acquisition.

During the three months ended March 31, 2022, the fair value of the earn-out liability was reduced by $8.5 million to $19.5 million, due to a decline in the auction events and transactions that are expected to be completed during the earn-out period ending December 31, 2022. This change resulted from events occurring subsequent to the November 1, 2021, acquisition date and therefore were not known nor knowable at that time. These events include 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.

This change in fair value was recorded as a gain within Fair value adjustment of acquisition earn-outs in the Condensed Consolidated Statements of Operations. The $19.5 million in earn-out liability as of March 31, 2022, is recorded within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

During the three and six months ended March 31, 2022, Bid4Assets achieved certain of the trailing twelve-month EBITDA targets such that payout totaling $3.5 million to former Bid4Assets shareholders is expected to be made by the Company during the third quarter of fiscal 2022.

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 March 31, 2022, 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 not have any material assets or liabilities measured at fair value on a non-recurring basis.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Defined Benefit Pension Plan

6 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

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 and six months ended March 31, 2022, and 2021 included the following components:


	Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)	2022		2021		2022		2021

Interest cost	$	130	$	94	$	262	$	201
Expected return on plan assets	(232)		(198)		(467)		(392)
Amortization of prior service cost	5		6		10		11

Total net periodic (benefit)	$	(97)	$	(98)	$	(195)	$	(180)

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Legal Proceedings and Other Contingencies	6 Months Ended
Legal Proceedings and Other Contingencies	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings and Other Contingencies	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 In May 2021, the Company’s former Vice President, Human Resources filed a complaint against the Company in federal court in Montgomery County, Maryland, alleging wrongful termination on the basis of gender, race, and age. The parties have completed the discovery phase of this case. On April 4, 2022, the Company filed a motion for summary judgment. 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. In October 2021, the Company’s former Chief Marketing Officer filed a claim with the Equal Employment Opportunity Commission (the “EEOC”), alleging wrongful termination on the basis of race and age and that the Company retaliated against him. The Company submitted its position statement to the EEOC on February 8, 2022. 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 these claims as well. 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 on the Company.

Segment Information

6 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

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, South America, Europe, Australia, Asia, and Africa. This segment includes the Company's GoIndustry DoveBid and AllSurplus marketplaces.

•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).

The following table sets forth certain financial information for the Company's reportable segments:


		Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)		2022		2021		2022		2021
GovDeals:
	Revenue	$	—	$	—	$	—	$	—
	Fee revenue	14,559		10,972		28,543		21,790
	Total revenue	14,559		10,972		28,543		21,790
	Gross profit	$	13,853	$	10,376	$	27,148	$	20,579

RSCG:
	Revenue	$	33,967	$	31,912	$	66,050	$	60,074
	Fee revenue	7,858		7,170		14,459		13,915
	Total revenue	41,825		39,082		80,509		73,989
	Gross profit	$	16,619	$	15,933	$	30,876	$	30,560

CAG:
	Revenue	$	3,417	$	4,056	$	7,552	$	6,966
	Fee revenue	5,575		5,436		12,648		10,439
	Total revenue	8,992		9,492		20,200		17,405
	Gross profit	$	6,085	$	6,988	$	14,805	$	13,346

Machinio:
	Revenue	$	—	$	—	$	—	$	—
	Fee revenue	2,899		2,240		5,731		4,354
	Total revenue	2,899		2,240		5,731		4,354
	Gross Profit	$	2,750	$	2,104	$	5,424	$	4,095

Corporate & Other, including elimination adjustments:
	Revenue	$	—	$	—	$	—	$	—
	Fee revenue	—		—		—		—
	Total revenue	—		—		—		—
	Gross profit	$	—	$	—	$	—	$	—

Consolidated:
	Revenue	$	37,384	$	35,968	$	73,602	$	67,040
	Fee revenue	30,891		25,818		61,381		50,498
	Total revenue	68,275		61,786		134,983		117,538
	Gross profit	$	39,307	$	35,401	$	78,253	$	68,580

The following table reconciles gross profit used in the reportable segments to the Company's consolidated results:


		Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)		2022		2021		2022		2021
Reconciliation:
	Gross profit	$	39,307	$	35,401	$	78,253	$	68,580
	Total operating expenses	34,824		29,763		69,287		58,315
	Fair value adjustment of acquisition earn-outs	(8,500)		—		(8,500)		—
	Interest and other income, net	(46)		(29)		(177)		(214)
	Income before provision for income taxes	$	13,029	$	5,667	$	17,643	$	10,479

The percent of our revenues that came from transactions conducted outside of the United States for the three months ended March 31, 2022, and 2021 was 15.4% and 18.4%, respectively, and the percent of our revenues that came from transactions conducted outside of the United States for the six months ended March 31, 2022, and 2021 was 14.5% and 17.2%, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
Accounting Policies [Abstract]
Unaudited Interim Financial Information	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 and six months ended March 31, 2022, 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	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 and six months ended March 31, 2022, 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 Costs	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 $0.8 million as of March 31, 2022, 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. 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 $5.1 million as of March 31, 2022, 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, $3.4 million was earned as Fee revenue during the six months ended March 31, 2022. Performance obligations for Machinio's subscription services are satisfied over time as the Company provides the services over the term of the subscription. As of March 31, 2022, the Company has a remaining performance obligation of $5.1 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 was $1.8 million as of March 31, 2022, 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 $0.3 million and $0.5 million during the three and six months ended March 31, 2022, and $0.2 million and $0.3 million during the three and six months ended March 31, 2021.
Other Assets - Promissory Note	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 a 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 and six months ended March 31, 2022, and March 31, 2021.
Risk Associated with Certain Concentrations	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 within interest bearing and earnings allowance checking accounts which may at times exceed federally insured limits (FDIC and/or SIPC), and Accounts receivable. The Company deposits its cash in interest bearing checking accounts with financial institutions that the Company considers to be of high credit quality. 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 51.7% and 61.2% of consolidated Cost of goods sold for the three months ended March 31, 2022, and 2021, respectively, and 56.0% and 60.6% of consolidated Cost of goods sold for the six months ended March 31, 2022, and 2021, respectively. These contracts are included within the RSCG reportable segment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Accounting Standards Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 Accounting Standards Codification (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. 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.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Bid4Assets Acquisition (Tables)

6 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of business acquisitions, by acquisition

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	346
Total assets acquired	20,422
Payables to sellers	3,715
Operating lease liabilities	204
Deferred tax liabilities	3,724
Total liabilities assumed	7,642
Net identifiable assets acquired	$	12,780
Goodwill	29,960
Total consideration transferred	$	42,739

Finite-lived and indefinite-lived intangible assets acquired as part of business combination

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

Earnings Per Share (Tables)

6 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

The computation of basic and diluted net income per share is as follows:


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Numerator:
Net income	$	11,970	$	5,260	$	15,572	$	9,775
Denominator:
Basic weighted average shares outstanding	32,561,903		33,491,395		32,769,057		33,332,417
Dilutive impact of stock options, RSUs and RSAs	1,442,665		2,068,352		1,613,092		1,582,132
Diluted weighted average shares outstanding	34,004,568		35,559,747		34,382,149		34,914,549
Basic income per common share	$	0.37	$	0.16	$	0.48	$	0.29
Diluted income per common share	$	0.35	$	0.15	$	0.45	$	0.28
Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive	1,327,292		367,539		1,246,493		969,089

Leases (Tables)

6 Months Ended

Mar. 31, 2022

Leases [Abstract]

Summary of lease expense and supplemental cash flow information

The components of lease expense are:


	Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)	2022		2021		2022		2021
Finance lease – lease asset amortization	$	21	$	16	$	42	$	32
Finance lease – interest on lease liabilities	5		5		10		10
Operating lease cost	1,434		1,249		2,912		2,655
Operating lease impairment expense	—		172		0		172
Short-term lease cost	64		47		117		121
Variable lease cost (1)	169		455		553		818
Sublease income	(30)		(30)		(67)		(106)
Total net lease cost	$	1,663	$	1,914	$	3,567	$	3,702

Supplemental disclosures of cash flow information related to leases are:


	Six Months Ended March 31,
(in thousands)	2022		2021
Cash paid for amounts included in operating lease liabilities	$	2,060	$	2,251
Cash paid for amounts included in finance lease liabilities	51		17
Non-cash: lease liabilities arising from new operating lease assets obtained	3,158		885
Non-cash: lease liabilities arising from new finance lease assets obtained	179		—
Non-cash: adjustments to lease assets and liabilities1	(198)		3,286

(1) These include adjustments due to lease modifications, renewals, and other related adjustments.

Schedule of operating lease maturities

Maturities of lease liabilities are:


	March 31, 2022
(in thousands)	Operating Leases		Finance Leases
2022	$	2,641	$	58
2023	4,782		117
2024	3,882		98
2025	3,176		69
2026	2,139		66
Thereafter	396		12
Total lease payments (1)	$	17,016	$	420
Less: imputed interest (2)	(1,879)		(44)
Total lease liabilities	$	15,137	$	376

(1) The weighted average remaining lease term is 3.8 years for operating leases and 4.0 years for finance leases.

(2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases.

Schedule of finance lease maturities

Maturities of lease liabilities are:


	March 31, 2022
(in thousands)	Operating Leases		Finance Leases
2022	$	2,641	$	58
2023	4,782		117
2024	3,882		98
2025	3,176		69
2026	2,139		66
Thereafter	396		12
Total lease payments (1)	$	17,016	$	420
Less: imputed interest (2)	(1,879)		(44)
Total lease liabilities	$	15,137	$	376

(1) The weighted average remaining lease term is 3.8 years for operating leases and 4.0 years for finance leases.

(2) The weighted average discount rate is 6.4% for operating leases and 5.5% for finance leases.

Goodwill (Tables)

6 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of goodwill activity

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)	—		29,960		—		29,960
Translation adjustments	(141)		—		—		(141)
Balance at March 31, 2022	$	21,442	$	53,691	$	14,558	$	89,691

Intangible Assets (Tables)

6 Months Ended

Mar. 31, 2022

Finite-Lived Intangible Assets, Net [Abstract]

Schedule of intangible assets

Intangible assets consist of the following:


		March 31, 2022						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		(2,661)		14,339		3,100		(1,679)		1,421
Technology	3 - 5	5,300		(2,387)		2,913		2,700		(1,755)		945
Patent and trademarks	3 - 10	2,368		(1,411)		957		2,360		(1,273)		1,087
Total intangible assets		$	24,668	$	(6,459)	$	18,209	$	8,160	$	(4,707)	$	3,453

Schedule of future expected amortization of intangible assets

Future expected amortization of intangible assets at March 31, 2022, is as follows:


(in thousands)	Expected Amortization Expense
Years ending September 30,
Remainder of 2022	$	1,967
2023	3,791
2024	3,253
2025	2,013
2026 and thereafter	7,185

Total	$	18,209

Stockholders' Equity (Tables)

6 Months Ended

Mar. 31, 2022

Equity [Abstract]

Schedule of 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
Net income	—	—		—		—		—		—		5,260		5,260
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units	1,079,955	1		154		—		—		—		—		155
Taxes paid associated with net settlement of stock compensation awards	(177,463)	—		(3,145)		—		—		—		—		(3,145)

Common stock repurchased	—	—		—		(647,583)		(12,040)		—		—		(12,040)
Common stock surrendered in the exercise of stock options	—	—		1,333		(73,228)		(1,333)		—		—		—
Stock compensation expense	—	—		1,522		—		—		—		—		1,522
Foreign currency translation	—	—		—		—		—		123		—		123
Balance at March 31, 2021	35,115,307	$	35	$	249,866	$	(1,587,199)	$	(21,628)	$	(8,763)	$	(112,572)	$	106,938

Share-based payment arrangement, expensed and capitalized, amount

The table below presents the components of share-based compensation expense (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Equity-classified awards:
Stock options	$	534	$	844	$	1,591	$	1,729
RSUs & RSAs	1,569		678		2,782		1,594
Total equity-classified awards	$	2,103	$	1,522	$	4,373	$	3,323
Liability-classified awards:
SARs	(111)		239		(101)		667
Total stock compensation expense:	$	1,992	$	1,761	$	4,272	$	3,990

The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statements of Operations (in thousands):


	Three Months Ended March 31,				Six Months Ended March 31,
	2022		2021		2022		2021
Stock Compensation Expense by Line Item
Technology and operations	$	282	$	257	$	585	$	624
Sales and marketing	542		454		1,032		1,034
General and administrative	1,168		1,050		2,655		2,332
Total stock compensation expense:	$	1,992	$	1,761	$	4,272	$	3,990

Summary of stock options and restricted stock granted

The following table presents stock option and RSUs & RSAs grant activity:


	Six Months Ended
	March 31, 2022
Stock Options granted:
Options containing only service conditions:	131,712
Weighted average exercise price	$	22.13
Weighted average grant date fair value	$	10.83

Options containing performance or market conditions:	129,945
Weighted average exercise price	$	22.17
Weighted average grant date fair value	$	10.30

RSUs & RSAs granted:
RSUs & RSAs containing only service conditions:1	354,934
Weighted average grant date fair value	$	21.78

RSUs & RSAs containing performance or market conditions:1	451,085
Weighted average grant date fair value	$	18.84

________________

1 55,000 RSUs containing service conditions and 70,000 RSUs containing performance conditions were granted by private placement.

Schedule of share-based payment award, stock options, valuation assumptions


						Six Months Ended
						March 31, 2022
Dividend yield						—
Expected volatility						57.0% - 61.2%
Risk-free interest rate						1.1% - 1.8%
Expected term						4.5 - 7.4 years

Schedule of share-based payment award, valuation assumptions


						Six Months Ended
						March 31, 2022
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%

Fair Value Measurement (Tables)

6 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Changes in financial liabilities fair value


	Contingent Consideration
Balance at September 30, 2021	$	—
Earn-out from business acquisition	26,900


Balance at December 31, 2021	$	26,900
Measurement period adjustment	1,100
Change in fair value	(8,500)
Balance at March 31, 2022	$	19,500

Defined Benefit Pension Plan (Tables)

6 Months Ended

Mar. 31, 2022

Retirement Benefits [Abstract]

Schedule of net periodic benefit cost recognized


	Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)	2022		2021		2022		2021

Interest cost	$	130	$	94	$	262	$	201
Expected return on plan assets	(232)		(198)		(467)		(392)
Amortization of prior service cost	5		6		10		11

Total net periodic (benefit)	$	(97)	$	(98)	$	(195)	$	(180)

Segment Information (Tables)

6 Months Ended

Mar. 31, 2022

Segment Reporting [Abstract]

Schedule of segment reporting information by segment

The following table sets forth certain financial information for the Company's reportable segments:


		Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)		2022		2021		2022		2021
GovDeals:
	Revenue	$	—	$	—	$	—	$	—
	Fee revenue	14,559		10,972		28,543		21,790
	Total revenue	14,559		10,972		28,543		21,790
	Gross profit	$	13,853	$	10,376	$	27,148	$	20,579

RSCG:
	Revenue	$	33,967	$	31,912	$	66,050	$	60,074
	Fee revenue	7,858		7,170		14,459		13,915
	Total revenue	41,825		39,082		80,509		73,989
	Gross profit	$	16,619	$	15,933	$	30,876	$	30,560

CAG:
	Revenue	$	3,417	$	4,056	$	7,552	$	6,966
	Fee revenue	5,575		5,436		12,648		10,439
	Total revenue	8,992		9,492		20,200		17,405
	Gross profit	$	6,085	$	6,988	$	14,805	$	13,346

Machinio:
	Revenue	$	—	$	—	$	—	$	—
	Fee revenue	2,899		2,240		5,731		4,354
	Total revenue	2,899		2,240		5,731		4,354
	Gross Profit	$	2,750	$	2,104	$	5,424	$	4,095

Corporate & Other, including elimination adjustments:
	Revenue	$	—	$	—	$	—	$	—
	Fee revenue	—		—		—		—
	Total revenue	—		—		—		—
	Gross profit	$	—	$	—	$	—	$	—

Consolidated:
	Revenue	$	37,384	$	35,968	$	73,602	$	67,040
	Fee revenue	30,891		25,818		61,381		50,498
	Total revenue	68,275		61,786		134,983		117,538
	Gross profit	$	39,307	$	35,401	$	78,253	$	68,580

Reconciliation of revenue from segments to consolidated

The following table reconciles gross profit used in the reportable segments to the Company's consolidated results:


		Three Months Ended March 31,				Six Months Ended March 31,
(in thousands)		2022		2021		2022		2021
Reconciliation:
	Gross profit	$	39,307	$	35,401	$	78,253	$	68,580
	Total operating expenses	34,824		29,763		69,287		58,315
	Fair value adjustment of acquisition earn-outs	(8,500)		—		(8,500)		—
	Interest and other income, net	(46)		(29)		(177)		(214)
	Income before provision for income taxes	$	13,029	$	5,667	$	17,643	$	10,479

Organization (Details)	6 Months Ended
Organization (Details)	Mar. 31, 2022 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	4

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)				3 Months Ended			6 Months Ended		66 Months Ended
	May 17, 2021	Oct. 10, 2019	Sep. 30, 2015	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Contract asset				$ 800,000			$ 800,000			$ 600,000
Contract liability				5,100,000			5,100,000			4,600,000
Contract liability recognized as revenue							3,400,000
Capitalized contract cost, amortization				300,000		$ 200,000	500,000	$ 300,000
Interest income				$ 46,000		$ 29,000	$ 177,000	$ 214,000
Loss on sale of financing receivable					$ 1,100,000
Cost of Goods \| Contract With Commercial Client \| Supplier Concentration Risk
Business Acquisition [Line Items]
Concentration risk percentage				51.70%		61.20%	56.00%	60.60%
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01
Business Acquisition [Line Items]
Remaining performance obligation, period				12 months			12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 \| Machinio
Business Acquisition [Line Items]
Remaining performance obligation				$ 5,100,000			$ 5,100,000
Tanager Acquisitions Promissory Note
Business Acquisition [Line Items]
Receivable with imputed interest, face amount			$ 12,300,000
Receivable with imputed interest, term			5 years
Proceeds from collection of notes receivable	$ 3,500,000	$ 2,500,000							$ 7,700,000
Interest income		$ 400,000
Receivable with imputed interest, net amount						$ 4,600,000		$ 4,600,000	$ 4,600,000
Prepaid Expenses and Other Current Assets
Business Acquisition [Line Items]
Contract costs				$ 1,800,000			$ 1,800,000			$ 1,600,000

Bid4Assets Acquisition - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Nov. 01, 2021	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Goodwill		$ 89,691		$ 59,872	$ 59,839
Intangible assets		16,500
Fair Value, Inputs, Level 3 \| Recurring basis
Business Acquisition [Line Items]
Earn-out from business acquisition	$ 28,000		$ 26,900
Bid4Assets
Business Acquisition [Line Items]
Goodwill, purchase accounting adjustments		$ 1,100
Consideration transferred	42,739
Cash consideration	14,700
Business combination, consideration transferred, other	300
Business combination, earn out consideration in cash	37,500
Goodwill	29,960
Intangible assets	16,500
Bid4Assets \| Contract intangibles
Business Acquisition [Line Items]
Intangible assets	$ 13,900
Useful Life (in years)	8 years
Bid4Assets \| Developed software
Business Acquisition [Line Items]
Intangible assets	$ 2,200
Useful Life (in years)	3 years
Bid4Assets \| Trade name
Business Acquisition [Line Items]
Intangible assets	$ 400
Useful Life (in years)	3 years
Bid4Assets \| Fair Value, Inputs, Level 3 \| Recurring basis
Business Acquisition [Line Items]
Earn-out from business acquisition	$ 28,000

Bid4Assets Acquisition - Allocation of the Purchase Price to the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Nov. 01, 2021	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Intangible assets		$ 16,500
Goodwill		$ 89,691	$ 59,872	$ 59,839
Bid4Assets
Business Acquisition [Line Items]
Cash and cash equivalents	$ 3,576
Intangible assets	16,500
Other assets	346
Total assets acquired	20,422
Payables to sellers	3,715
Operating lease liabilities	204
Deferred tax liabilities	3,724
Total liabilities assumed	7,642
Net identifiable assets acquired	12,780
Goodwill	29,960
Consideration transferred	$ 42,739

Bid4Assets Acquisition - Intangible Assets Acquired (Details) - USD ($) $ in Thousands	Nov. 01, 2021	Mar. 31, 2022
Business Acquisition [Line Items]
Fair Value		$ 16,500
Bid4Assets
Business Acquisition [Line Items]
Fair Value	$ 16,500
Bid4Assets \| Contract intangibles
Business Acquisition [Line Items]
Useful Life (in years)	8 years
Fair Value	$ 13,900
Bid4Assets \| Developed software
Business Acquisition [Line Items]
Useful Life (in years)	3 years
Fair Value	$ 2,200
Bid4Assets \| Trade name
Business Acquisition [Line Items]
Useful Life (in years)	3 years
Fair Value	$ 400

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income	$ 11,970	$ 3,602	$ 5,260	$ 4,514	$ 15,572	$ 9,775
Denominator:
Basic weighted average shares outstanding	32,561,903		33,491,395		32,769,057	33,332,417
Dilutive impact of stock options, RSUs and RSAs (in shares)	1,442,665		2,068,352		1,613,092	1,582,132
Diluted weighted average shares outstanding	34,004,568		35,559,747		34,382,149	34,914,549
Basic income per common share (in dollars per share)	$ 0.37		$ 0.16		$ 0.48	$ 0.29
Diluted income per common share (in dollars per share)	$ 0.35		$ 0.15		$ 0.45	$ 0.28
Stock options, RSUs and RSAs excluded from income (loss) per diluted share because their effect would have been anti-dilutive	1,327,292		367,539		1,246,493	969,089

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=125511455&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Leases - Narrative (Details)	Mar. 31, 2022
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	4 years 9 months 18 days

Leases - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Leases - Lease Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Finance lease – lease asset amortization	$ 21	$ 16	$ 42	$ 32
Finance lease – interest on lease liabilities	5	5	10	10
Operating lease cost	1,434	1,249	2,912	2,655
Impairment of long-lived and other assets	0	172	0	172
Short-term lease cost	64	47	117	121
Variable lease cost	169	455	553	818
Sublease income	(30)	(30)	(67)	(106)
Total net lease cost	$ 1,663	$ 1,914	$ 3,567	$ 3,702

Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Operating Leases
2022	$ 2,641
2023	4,782
2024	3,882
2025	3,176
2026	2,139
Thereafter	396
Total lease payments	17,016
Less: imputed interest	(1,879)
Total lease liabilities	15,137
Finance Leases
2022	58
2023	117
2024	98
2025	69
2026	66
Thereafter	12
Total lease payments	420
Less: imputed interest	(44)
Total lease liabilities	$ 376
Operating leases, weighted average remaining lease term	3 years 9 months 18 days
Finance leases, weighted average remaining lease term	4 years
Operating leases, weighted average discount rate	6.40%
Finance leases, weighted average discount rate	5.50%

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Cash paid for amounts included in operating lease liabilities	$ 2,060	$ 2,251
Cash paid for amounts included in finance lease liabilities	51	17
Non-cash: lease liabilities arising from new operating lease assets obtained	3,158	885
Non-cash: lease liabilities arising from new finance lease assets obtained	179	0
Non-cash: adjustments to lease assets and liabilities	$ (198)	$ 3,286

Goodwill - Changes in Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Mar. 31, 2022	Sep. 30, 2021
Goodwill
Balance at the beginning of the period	$ 59,872	$ 59,839
Bid4Assets acquisition	29,960
Translation adjustments	(141)	33
Balance at the end of the period	89,691	59,872
CAG
Goodwill
Balance at the beginning of the period	21,583	21,550
Bid4Assets acquisition	0
Translation adjustments	(141)	33
Balance at the end of the period	21,442	21,583
GovDeals
Goodwill
Balance at the beginning of the period	23,731	23,731
Bid4Assets acquisition	29,960
Translation adjustments	0	0
Balance at the end of the period	53,691	23,731
Machinio
Goodwill
Balance at the beginning of the period	14,558	14,558
Bid4Assets acquisition	0
Translation adjustments	0	0
Balance at the end of the period	$ 14,558	$ 14,558

Goodwill - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Goodwill - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Goodwill acquired			$ 29,960
Fair value adjustments of acquisition earn-outs	$ 8,500	$ 0	8,500	$ 0
Fair Value, Inputs, Level 3 \| Recurring basis
Segment Reporting Information [Line Items]
Fair value adjustments of acquisition earn-outs	$ 8,500
GovDeals
Segment Reporting Information [Line Items]
Goodwill acquired			$ 29,960

Intangible Assets - Carrying Amount (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2022	Sep. 30, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 24,668	$ 8,160
Accumulated Amortization	(6,459)	(4,707)
Total	18,209	3,453
Contract intangibles
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	17,000	3,100
Accumulated Amortization	(2,661)	(1,679)
Total	14,339	1,421
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,300	2,700
Accumulated Amortization	(2,387)	(1,755)
Total	2,913	945
Patent and trademarks
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,368	2,360
Accumulated Amortization	(1,411)	(1,273)
Total	$ 957	$ 1,087
Minimum \| Contract intangibles
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	6 years
Minimum \| Technology
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	3 years
Minimum \| Patent and trademarks
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	3 years
Maximum \| Contract intangibles
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	8 years
Maximum \| Technology
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	5 years
Maximum \| Patent and trademarks
Finite-Lived Intangible Assets [Line Items]
Useful Life (in years)	10 years

Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Finite-Lived Intangible Assets, Net [Abstract]
Intangible assets	$ 16.5		$ 16.5
Amortization of intangible assets	$ 1.0	$ 0.3	$ 1.8	$ 0.7

Intangible Assets - Amortization (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Sep. 30, 2021
Future expected amortization of intangible assets
Remainder of 2022	$ 1,967
2023	3,791
2024	3,253
2025	2,013
2026 and thereafter	7,185
Total	$ 18,209	$ 3,453

Income Taxes (Details)	6 Months Ended
Income Taxes (Details)	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	11.70%	6.70%

Debt (Details) - USD ($)	Feb. 10, 2022	Mar. 31, 2022
Credit Agreement
Debt Instrument [Line Items]
Amount outstanding		$ 0
Revolving Credit Facility \| Credit Agreement
Debt Instrument [Line Items]
Line of credit facility, unused capacity, commitment fee percentage	0.05%
Line of credit facility, commitment fee percentage	1.25%
Revolving Credit Facility \| Minimum \| Credit Agreement \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.25%
Revolving Credit Facility \| Maximum \| Credit Agreement \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	1.75%
Revolving Credit Facility \| Wells Fargo Bank, N.A
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 25,000,000
Letter of Credit \| Wells Fargo Bank, N.A
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000

Stockholders' Equity - Schedule of Stockholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2022	Mar. 31, 2021
Increase (Decrease) in Stockholders' Equity
Balance	$ 137,079	$ 135,015	$ 115,063	$ 111,815	$ 135,015	$ 111,815
Net income	11,970	3,602	5,260	4,514	$ 15,572	$ 9,775
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units		1	155	197
Taxes paid associated with net settlement of stock compensation awards	(958)	(851)	(3,145)	(57)
Treasury Stock, Value, Acquired, Cost Method	(17,035)	(2,963)	(12,040)	(4,103)
Common stock surrendered in the exercise of stock options	$ 0	0	$ 0	0
Common stock surrendered in the exercise of stock options (in shares)	0		(73,228)		(4,678)	(82,612)
Stock compensation expense	$ 2,102	2,270	$ 1,522	1,801
Foreign currency translation			123	896
Balance	$ 132,989	$ 137,079	$ 106,938	$ 115,063	$ 132,989	$ 106,938
Common Stock
Increase (Decrease) in Stockholders' Equity
Balance (in shares)	35,533,071	35,457,095	34,212,815	34,082,406	35,457,095	34,082,406
Balance	$ 36	$ 35	$ 34	$ 34	$ 35	$ 34
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units (in shares)	320,943	131,070	1,079,955	151,845
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units		$ 1	$ 1
Taxes paid associated with net settlement of stock compensation awards (in shares)	(47,124)	(40,239)	(177,463)	(7,703)
Forfeiture of restricted stock awards (in shares)	(242,902)	(14,855)		(13,733)
Balance (in shares)	35,563,988	35,533,071	35,115,307	34,212,815	35,563,988	35,115,307
Balance	$ 36	$ 36	$ 35	$ 34	$ 36	$ 35
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity
Balance	253,536	252,017	250,002	247,892	252,017	247,892
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units			154	197
Taxes paid associated with net settlement of stock compensation awards	(958)	(851)	(3,145)	(57)
Common stock surrendered in the exercise of stock options	0	100	1,333	169
Stock compensation expense	2,102	2,270	1,522	1,801
Balance	$ 254,680	$ 253,536	$ 249,866	$ 250,002	$ 254,680	$ 249,866
Treasury Stock
Increase (Decrease) in Stockholders' Equity
Balance (in shares)	(2,373,946)	(2,222,083)	866,388,000	547,508,000	(2,222,083)	547,508,000
Balance	$ (39,691)	$ (36,628)	$ 8,255	$ 3,983	$ (36,628)	$ 3,983
Treasury Stock, Shares, Acquired	(1,011,881)	(147,185)	(647,583,000)	(309,496,000)
Treasury Stock, Value, Acquired, Cost Method	$ (17,035)	$ (2,963)	$ (12,040)	$ (4,103)
Common stock surrendered in the exercise of stock options	$ 0	$ (100)	$ (1,333)	$ (169)
Common stock surrendered in the exercise of stock options (in shares)	0	(4,678)	(73,228,000)	(9,384,000)
Balance (in shares)	3,385,827	(2,373,946)	1,587,199,000	866,388,000	3,385,827	1,587,199,000
Balance	$ (56,726)	$ (39,691)	$ 21,628	$ 8,255	$ (56,726)	$ 21,628
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity
Balance	(9,142)	(9,011)	(8,886)	(9,782)	(9,011)	(9,782)
Foreign currency translation			123	896
Balance	(9,311)	(9,142)	(8,763)	(8,886)	(9,311)	(8,763)
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity
Balance	(67,660)	(71,398)	(117,832)	(122,346)	(71,398)	(122,346)
Net income	11,970	3,602	5,260	4,514
Balance	$ (55,690)	$ (67,660)	$ (112,572)	$ (117,832)	$ (55,690)	$ (112,572)

Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2022	Mar. 31, 2021	Dec. 06, 2021	Sep. 30, 2021
Stockholders' Equity
Shares reserved for issuance	20,300,000	19,100,000			20,300,000
Number of shares counted for grants of full value awards from reserve	1.5				1.5
Number of shares available for grant	2,350,615				2,350,615
Remaining number of shares authorized to be repurchased								0
Treasury stock, value, acquired, cost method	$ 17,035	$ 2,963	$ 12,040	$ 4,103
Common stock surrendered in the exercise of stock options (in shares)	0		73,228		4,678	82,612
December 6, 2021 Stock Repurchase Plan
Stockholders' Equity
Amount yet to be expended under the program							$ 20,000
Shares repurchased	1,011,881				1,159,066
Treasury stock, value, acquired, cost method	$ 17,000				$ 20,000
Restricted Stock - Service Based
Stockholders' Equity
Shares and options vesting period					4 years
Stock Option - Service Based
Stockholders' Equity
Shares and options vesting period					4 years
Restricted Stock - Market Based
Stockholders' Equity
Shares and options vesting period					4 years
Stock Option - Market-Based
Stockholders' Equity
Shares and options vesting period					4 years
SARs
Stockholders' Equity
Shares issued					0
Exercised (in shares)					6,725
Cash paid to settle stock appreciation rights					$ 100
Canceled (in shares)					3,250
Outstanding (in shares)	32,070				32,070

Stockholders' Equity - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Stockholders' Equity
Total stock compensation expense:	$ 1,992	$ 1,761	$ 4,272	$ 3,990
Stock Options and RSUs and RSAs
Stockholders' Equity
Total equity-classified awards	2,103	1,522	4,373	3,323
Stock options
Stockholders' Equity
Total equity-classified awards	534	844	1,591	1,729
RSUs & RSAs
Stockholders' Equity
Total equity-classified awards	1,569	678	2,782	1,594
SARs
Stockholders' Equity
Share-based payment arrangement, expense, liability awards	$ (111)	$ 239	$ (101)	$ 667

Stockholders' Equity - Stock Based Compensation Expense by Function (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Technology and operations
Stockholders' Equity
Stock compensation expense	$ 282	$ 257	$ 585	$ 624
Sales and marketing
Stockholders' Equity
Stock compensation expense	542	454	1,032	1,034
General and administrative
Stockholders' Equity
Stock compensation expense	1,168	1,050	2,655	2,332
Total stock compensation expense:
Stockholders' Equity
Stock compensation expense	$ 1,992	$ 1,761	$ 4,272	$ 3,990

Stockholders' Equity - Grant Activity (Details)	6 Months Ended
Stockholders' Equity - Grant Activity (Details)	Mar. 31, 2022 $ / shares shares
Stock Option - Service Based
Stock Options granted:
Options granted (in shares) \| shares	131,712
Weighted average exercise price (USD per share) \| $ / shares	$ 22.13
Weighted average grant date fair value (USD per share) \| $ / shares	$ 10.83
Stock Option - Market-Based
Stock Options granted:
Options granted (in shares) \| shares	129,945
Weighted average exercise price (USD per share) \| $ / shares	$ 22.17
Weighted average grant date fair value (USD per share) \| $ / shares	$ 10.30
Restricted Stock - Service Based
RSUs & RSAs granted:
Restricted shares granted \| shares	354,934
Weighted average grant date fair value (USD per share) \| $ / shares	$ 21.78
Restricted Stock - Market Based
RSUs & RSAs granted:
Restricted shares granted \| shares	451,085
Weighted average grant date fair value (USD per share) \| $ / shares	$ 18.84
Restricted Stock Units (RSUs) - Service Condition
RSUs & RSAs granted:
Restricted shares granted \| shares	55,000
Restricted Stock Units (RSUs) - Performance Condition
RSUs & RSAs granted:
Restricted shares granted \| shares	70,000

Stockholders' Equity - Fair Value (Details)	6 Months Ended
Stockholders' Equity - Fair Value (Details)	Mar. 31, 2022
Employee Stock Option
Stockholders' Equity
Dividend yield percentage	0.00%
Expected volatility, minimum percentage	57.00%
Expected volatility, maximum percentage	61.20%
Risk free interest rate, minimum percentage	1.10%
Risk free interest rate, maximum percentage	1.80%
Stock Options, Restricted Stock Units And Stock Appreciation Rights, Market-Based
Stockholders' Equity
Dividend yield percentage	0.00%
Expected volatility, minimum percentage	57.20%
Expected volatility, maximum percentage	62.90%
Risk free interest rate, minimum percentage	1.10%
Risk free interest rate, maximum percentage	1.50%
Minimum \| Employee Stock Option
Stockholders' Equity
Expected term	4 years 6 months
Minimum \| Stock Options, Restricted Stock Units And Stock Appreciation Rights, Market-Based
Stockholders' Equity
Expected holding period percentage	29.40%
Maximum \| Employee Stock Option
Stockholders' Equity
Expected term	7 years 4 months 24 days
Maximum \| Stock Options, Restricted Stock Units And Stock Appreciation Rights, Market-Based
Stockholders' Equity
Expected holding period percentage	100.00%

Fair Value Measurement - Narrative (Details) - USD ($)		3 Months Ended				6 Months Ended
Fair Value Measurement - Narrative (Details) - USD ($)	Nov. 01, 2021	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds			$ 0			$ 0		$ 40,000,000
Fair value adjustments of acquisition earn-outs			(8,500,000)		$ 0	(8,500,000)	$ 0
Bid4Assets \| Forecast
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Payment for contingent consideration liability, investing activities		$ 3,500,000
Fair Value, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value, net asset (liability)								0
Fair Value, Inputs, Level 3 \| Recurring basis
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out from business acquisition	$ 28,000,000			$ 26,900,000
Measurement period adjustment			1,100,000
Fair value adjustments of acquisition earn-outs			(8,500,000)
Fair Value, measurement with unobservable inputs reconciliation, recurring basis, liability value			$ 19,500,000	$ 26,900,000		$ 19,500,000		$ 0
Fair Value, Inputs, Level 3 \| Recurring basis \| Bid4Assets
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Earn-out from business acquisition	$ 28,000,000

Fair Value Measurement - Contingent Consideration (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
	Nov. 01, 2021	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value adjustments of acquisition earn-outs		$ (8,500)		$ 0	$ (8,500)	$ 0
Fair Value, Inputs, Level 3 \| Recurring basis
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance		26,900	$ 0		0
Earn-out from business acquisition	$ 28,000		26,900
Measurement period adjustment		1,100
Fair value adjustments of acquisition earn-outs		(8,500)
Ending balance		$ 19,500	$ 26,900		$ 19,500

Defined Benefit Pension Plan - Narrative (Details)	Mar. 31, 2022 GBP (£)
Retirement Benefits [Abstract]
Guarantee obligation value, maximum	£ 10,000,000

Defined Benefit Pension Plan (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Retirement Benefits [Abstract]
Interest cost	$ 130	$ 94	$ 262	$ 201
Expected return on plan assets	(232)	(198)	(467)	(392)
Amortization of prior service cost	5	6	10	11
Total net periodic (benefit)	$ (97)	$ (98)	$ (195)	$ (180)

Segment Information - Narrative (Details) - segment	3 Months Ended		6 Months Ended
Segment Information - Narrative (Details) - segment	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Revenue, Major Customer [Line Items]
Number of reportable segments			4
Non-US \| Sales Revenue \| Geographic Concentration Risk
Revenue, Major Customer [Line Items]
Concentration risk percentage	15.40%	18.40%	14.50%	17.20%

Segment Information - Reconciliation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Segment Reporting Information [Line Items]
Total revenue	$ 68,275	$ 61,786	$ 134,983	$ 117,538
Gross profit	39,307	35,401	78,253	68,580
Total operating expenses	34,824	29,763	69,287	58,315
Fair value adjustments of acquisition earn-outs	8,500	0	8,500	0
Interest and other income, net	(46)	(29)	(177)	(214)
Income before provision for income taxes	13,029	5,667	17,643	10,479
Operating Segments \| GovDeals
Segment Reporting Information [Line Items]
Total revenue	14,559	10,972	28,543	21,790
Gross profit	13,853	10,376	27,148	20,579
Operating Segments \| RSCG
Segment Reporting Information [Line Items]
Total revenue	41,825	39,082	80,509	73,989
Gross profit	16,619	15,933	30,876	30,560
Operating Segments \| CAG
Segment Reporting Information [Line Items]
Total revenue	8,992	9,492	20,200	17,405
Gross profit	6,085	6,988	14,805	13,346
Operating Segments \| Machinio
Segment Reporting Information [Line Items]
Total revenue	2,899	2,240	5,731	4,354
Gross profit	2,750	2,104	5,424	4,095
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Gross profit	0	0	0	0
Revenue
Segment Reporting Information [Line Items]
Total revenue	37,384	35,968	73,602	67,040
Revenue \| Operating Segments \| GovDeals
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Revenue \| Operating Segments \| RSCG
Segment Reporting Information [Line Items]
Total revenue	33,967	31,912	66,050	60,074
Revenue \| Operating Segments \| CAG
Segment Reporting Information [Line Items]
Total revenue	3,417	4,056	7,552	6,966
Revenue \| Operating Segments \| Machinio
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Revenue \| Corporate, Non-Segment
Segment Reporting Information [Line Items]
Total revenue	0	0	0	0
Fee revenue
Segment Reporting Information [Line Items]
Total revenue	30,891	25,818	61,381	50,498
Fee revenue \| Operating Segments \| GovDeals
Segment Reporting Information [Line Items]
Total revenue	14,559	10,972	28,543	21,790
Fee revenue \| Operating Segments \| RSCG
Segment Reporting Information [Line Items]
Total revenue	7,858	7,170	14,459	13,915
Fee revenue \| Operating Segments \| CAG
Segment Reporting Information [Line Items]
Total revenue	5,575	5,436	12,648	10,439
Fee revenue \| Operating Segments \| Machinio
Segment Reporting Information [Line Items]
Total revenue	2,899	2,240	5,731	4,354
Fee revenue \| Corporate, Non-Segment
Segment Reporting Information [Line Items]
Total revenue	$ 0	$ 0	$ 0	$ 0