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United States securities and exchange commission logo
May 5, 2022
William Angrick
Chairman of the Board of Directors and Chief Executive Officer
Liquidity Services, Inc.
6931 Arlington Road, Suite 200
Bethesda, MD 20814
Re: Liquidity Services,
Inc.
Form 10-K for
Fiscal Year Ended September 30, 2021
Filed December 9,
2021
Item 2.02 Form 8-K
dated February 3, 2022
File No. 000-51813
Dear Mr. Angrick:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended September 30, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Technology and operations, page 38
1. Your technology
expenses consist of the cost of technical staff to develop, deploy and
maintain your
marketplaces, the cost to develop and upgrade the software systems that
support your
operations, and certain costs associated with your e-commerce platform.
Please tell us in
detail the nature of each type of cost included in technology expenses and
provide a breakout that
separately quantifies each type of cost. Also, tell us in detail and
disclose in your
footnotes how you determined that none of these costs should be
presented in cost of
revenue. Refer to Rule 5-03.2 of Regulation S-X. You also present
and discuss changes in
your consolidated and segment gross profit/gross profit margin
amounts in your
management's discussion and analysis section and in your Item 2.02
Forms 8-K. If
consolidated gross profit is not fully burdened and thus not a GAAP
William Angrick
Liquidity Services, Inc.
May 5, 2022
Page 2
amount, also relabel both the consolidated and segment gross
profit/gross profit margin
amounts to reflect that they are adjusted and include the disclosures
required by Item
10(e) of Regulation S-K, when the consolidated amounts are presented
outside of the
segment footnote. Refer to Question 104.04 of the Non-GAAP Financial
Measures
Compliance and Disclosure Interpretations.
Financial Statements
Consolidated Statements of Operations, page 56
2. Please retitle the revenue line item to better reflect what it
actually represents, since it only
appears to represent a portion of your total revenue.
Item 2.02 Form 8-K dated February 3, 2022
Exhibit 99.1
Business Outlook, page 5
3. Please provide quantitative reconciliations for your forward-looking
non-GAAP financial
measures to the comparable GAAP measures. If the GAAP measure is not
accessible on a
forward-looking basis, disclose that fact and provide reconciling
information that is
available without an unreasonable effort. Furthermore, identify the
specific information
that is unavailable and disclose its probable significance. Refer to
Item 10(e)(1)(i)(B) of
Regulation S-K and Section II.B.2 of SEC Release No. 33-8176.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Suying Li at (202) 552-3335 or Rufus Decker at (202)
552-3769 with
any questions.
FirstName LastNameWilliam Angrick Sincerely,
Comapany NameLiquidity Services, Inc.
Division of
Corporation Finance
May 5, 2022 Page 2 Office of
Trade & Services
FirstName LastName