LIQUIDITY SERVICES INC
For the period ended Dec 31, 2025. Filed Feb 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 5, 2026
LQDT$43.64-2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104745
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-05.
0001193125-26-038892
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 144 previous paragraphs and 132 current paragraphs.
79 unchanged; 42 reworded; 10 added; 21 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Incorporated in Delaware as Liquidation.com in November 1999, Liquidity Services has over 25 years of industry experience.
Current report
Total registered buyers. We grow our buyer base through a combination of internal and external marketing, as well as other promotional efforts. An individual or company becomes a registered buyer by completing our online registration process for our marketplaces. During registration, we collect personal and business information, including name, company name, address, email, phone number, taxation information, and intended use of our marketplaces. Each prospective buyer must accept our User Agreement (Terms and Conditions) to proceed.
Current report
Upon completion of registration, each buyer’s information is automatically screened against global restricted party lists maintained by government regulatory agencies. If the screening flags a buyer, our Customer Support team manually reviews the registration, typically within 24 hours, and the registration is either approved, denied, or subject to further identity verification. Only buyers who pass this vetting process are activated and permitted to bid on our marketplaces. We also conduct ongoing screening of active buyers to ensure continued compliance.
Current report
RSCG. Revenue from our RSCG reportable segment decreased by $5.7 million, or 6.5%, primarily due to a mild reduction in inventory purchases during the three months ended December 31, 2025, partially offset by continued growth in key consignment programs. Despite the decrease in Revenue, GMV increased by $3.7 million, or 3.4%, as consignment transaction value growth was larger than the decline in purchase transaction value. Segment direct profit increased by $3.0 million, or 16.0%, and Segment direct profit as a percentage of total revenue increased from 21.1% to 26.2%, due to strong multi-channel buyer participation and lower transaction processing fees.
Current report
Depreciation and amortization. Depreciation and amortization expense was consistent between the three months ended December 31, 2025, and 2024.
Current report
Other operating expenses, net. Other operating expenses, net was consistent between the three months ended December 31, 2025, and 2024.
Current report
1 Interest and other income, net, per the Condensed Consolidated Statements of Operations, excludes the non-service components of net periodic pension cost (benefit).
Current report
Sierra Acquisition. On January 1, 2024, the Company acquired all the issued and outstanding equity securities associated with Sierra Auction Management, Inc. (Sierra), a full-service auction company specializing in the sale of vehicles, equipment and surplus assets for government agencies, commercial businesses, and charities in the southwestern U.S. See Note 3 - Acquisitions for more information regarding this transaction.
Current report
Net cash used in operating activitieswas $0.6 million and $12.1 million for the three months ended December 31, 2025 and 2024, respectively. The $11.6 million increase in cash used in operating activities between periods was primarily attributable to an $11.6 million decrease in cash outflows associated with Accounts receivable as multi-channel buyer participation initiatives have reduced the proportion of transactions being conducted under credit terms in our RSCG segment.
Current report
Net cash used in investing activitieswas $2.5 million and $10.4 million for the three months ended December 31, 2025 and 2024, respectively. The $8.0 million decrease in cash used in investing activities was primarily driven by a $7.7 million decrease in the Company's purchase of short-term investments during the three months ended December 31, 2025, due to timing differences in the maturity and reinvestment dates of our short-term investments.
Removed paragraphs (21)
Previous report
Total registered buyers. We grow our buyer base through a combination of marketing and promotional efforts. A person becomes a registered buyer by completing an online registration process on one of our marketplaces. As part of this process, we collect business and personal information, including name, title, company name, business address, contact information, and information on how the person intends to use our marketplaces. Each prospective buyer must also accept our terms and conditions of use. Following the completion of the online registration process, we verify each prospective buyer’s e-mail address and confirm that the person is not listed on any banned persons list maintained internally or by the U.S. federal government. After the verification process, which is completed generally within 24 hours, the registration is approved and activated, and the prospective buyer is added to our registered buyer list.
Previous report
92.5%, as our expanded service offerings for higher-volume sellers have a higher revenue take-rate but require additional costs of goods sold relative to our core self-service model.
Previous report
RSCG. Revenue from our RSCG reportable segment increased by $22.8 million, or 38.8%, due to a $23.6 million, or 29.9%, increase in GMV from existing and new retail client programs and increased volumes from our client purchase model programs relative to our consignment programs. Segment direct profit increased by $2.0 million, or 11.6%, while Segment direct profit as a percentage of total revenue decreased from 29.6% to 23.8%, reflecting the increased mix of purchase model transactions, purchase rate changes, partially offset by reduced transaction processing fees. Purchase volumes are forecasted to be lower than current levels, with purchase price increases expected for various ongoing programs, in the upcoming three months ending September 30, 2025.
Previous report
Sales and marketing expenses. Sales and marketing expenses increased $1.9 million, or 14.1%, due to increased sales expenses incurred to support the greater purchase transaction volumes at our RSCG reportable segment and other key initiatives, partially offset by a reprioritization of marketing initiatives in the current year.
Previous report
General and administrative expenses. General and administrative expenses decreased $0.4 million, or 4.4%, primarily due to $0.5 million in litigation settlement expense incurred during the three months ended June 30, 2024; see Note 13 -Legal Proceedings and Other Contingencies.
Previous report
Depreciation and amortization. Depreciation and amortization expense decreased $0.5 million, or 16.9%, due to historically acquired intangible assets reaching the end of their useful lives.
Previous report
Other operating expenses, net. Other operating expenses, net increased $0.1 million driven by business restructuring expense at our RSCG reportable segment, offset by legal, accounting and other professional fees incurred in connection with potential strategic acquisitions during the three months ended June 30, 2024.
Previous report
Nine Months Ended June 30, 2025, Compared to the Nine Months Ended June 30, 2024
Previous report
Segment Results
Previous report
GovDeals. Total revenues from our GovDeals reportable segment increased 13.0%, or $7.3 million, due to a $41.5 million, or 6.6%, increase in GMV driven by new seller acquisition, service expansion and strong results across our personal property categories, partially offset by lower market prices for vehicles sold. Revenue grew at a higher rate than GMV due to the expansion of service offerings to new, higher-volume sellers, including through the acquisition of Sierra, and reduced activity from certain lower take-rate real estate sellers. Segment direct profit increased by $5.7 million, or 10.8%, and Segment direct profit as a percentage of total revenue decreased from 94.0% to 92.1%, as our expanded service offerings for higher-volume sellers have a higher revenue take-rate but require additional costs of goods sold relative to our core self-service model.
Previous report
RSCG. Revenue from our RSCG reportable segment increased by $92.6 million, or 58.1%, due to a $90.0 million, or 40.0%, increase in GMV from existing and new retail client programs and increased volumes from our client purchase model programs relative to our consignment programs. Segment direct profit increased by $6.0 million, or 12.3%, and Segment direct profit as a percentage of total revenue decreased from 30.4% to 21.6%, reflecting the increased mix of purchase model transactions, purchase rate changes, partially offset by reduced transaction processing fees. Purchase volumes are forecasted to be lower than current levels, with purchase price increases expected for various ongoing programs, in the upcoming three months ending September 30, 2025.
Previous report
CAG. Revenue from our CAG reportable segment decreased by $0.2 million, or 0.6%, despite an increase in GMV of $29.3 million, or 19.0% increase, primarily driven by consignment sales in our heavy equipment category, offset by fewer large international spot purchase transactions, and certain industrial categories and regions experiencing tempered activity due to economic and tariff-related supply chain uncertainty, during the nine months ended June 30, 2025. Segment direct profit increased by $2.3 million, or 9.7%, as the increased consignment mix, driven by the heavy equipment category, has a greater impact on Segment direct profit than total revenues. Segment direct profit as a percentage of total revenue increased from 82.1% to 90.6% due to fewer international spot purchase transactions in the current year. As a reminder, there are inherent variations in the mix of assets sourced and sold by the CAG segment in any given period. Global supply chains may experience heightened disruptions due to international tensions and other factors, which could limit the volume of assets made available for sale in any period.
Previous report
Machinio & Software Solutions. Revenue in our Machinio & Software Solutions businesses increased 19.9%, or $2.4 million, due to Machinio price increases and continued growth in its subscribers, and from the acquisition of Auction Software to form our Software Solutions business. As a result of this increase in revenues, segment direct profit increased 17.3%, or $2.0 million. Segment direct profit as a percentage of total revenue decreased from 95.1% to 93.0% as a result of the Auction Software acquisition.
Previous report
Consolidated Results
Previous report
Cost of goods sold (excludes depreciation and amortization). Cost of goods sold increased $86.3 million, primarily due to increased purchase transaction volumes at our RSCG reportable segment during the nine months ended June 30, 2025.
Previous report
Depreciation and amortization. Depreciation and amortization expense decreased $1.5 million, or 16.7%, primarily due to historically acquired intangible assets reaching the end of their useful lives.
Previous report
Other operating expenses, net. Other operating expenses, net were consistent between the nine months ended June 30, 2025 and 2024.
Previous report
Provision for income taxes. Provision for income taxes increased $1.8 million due to an increase in income, offset by an increase in stock compensation vesting activity, and the impact of foreign, state, and local taxes and permanent tax adjustments.
Previous report
1 Interest and other income, net excludes non-services pension and other postretirement expense (benefit).
Previous report
Net cash provided by operating activitieswas $28.8 million and $48.2 million for the nine months ended June 30, 2025 and 2024, respectively. The $19.4 million decrease in cash provided by operating activities between periods was primarily attributable to a $7.0 million decrease in cash flows associated with Accounts receivable primarily due to qualified buyers with credit terms transacting in our expanded purchase program volumes in our RSCG segment, and a $14.3 million decrease in cash inflows associated with our Payables to sellers as the prior year benefited from the receipt of buyer payments for certain, larger consignment asset sales near the end of the quarter. The settlements to the sellers for these sales will occur in the fiscal fourth quarter. These were partially offset by a $4.8 million increase in our Net income as adjusted for non-cash items.
Previous report
Net cash used in investing activitieswas $20.9 million and $17.6 million for the nine months ended June 30, 2025 and 2024, respectively. The $3.3 million increase in cash used in investing activities was primarily driven a $14.0 million increase in the purchase of short-term investments, offset by an increase of $3.5 million in maturities of short-term investments and a $6.8 million decrease in cash paid for business acquisitions; see Note 3 -Acquisitions.
Reworded paragraphs (42)
Previous wording
About us. Liquidity Services is a leading global commerce company providing trusted online marketplace platforms that power the circular economy. We create a better future for organizations, individuals, and the planet by using technology to capture and unleash the intrinsic value of surplus. We connect millions of buyers and thousands of sellers through our leading e-commerce auction marketplaces, search engines, asset management and auction software, and related services. Our comprehensive solutions enable the transparent, efficient, sustainable recovery of value from excess items owned by business and government sellers.
Current wording
About us. Liquidity Services is the leading global provider of e-commerce marketplaces and software solutions powering the circular economy. We create a better future for organizations, individuals, and the planet by using technology to capture and unleash the intrinsic value of surplus. We connect millions of buyers and thousands of sellers through our leading e-commerce auction marketplaces, search engines, asset management and auction software, and related services. Our comprehensive solutions enable the transparent, efficient, sustainable recovery of value from excess items owned by business and government sellers.
Previous wording
RSCG. The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell excess, returned, and overstocked consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce solutions. This segment uses multiple selling channels across our network of marketplaces and others to optimize the best combination of velocity, volume, and value. This segment primarily conducts its business-to-business sales on its Liquidation.com marketplace and through Direct Sales, and direct-to-consumer sales on its AllSurplus Deals and Secondipity marketplaces and other third-party sales channels.
Current wording
RSCG. The RSCG reportable segment consists of marketplaces that enable corporations located in the United States and Canada to sell excess, returned, and overstocked consumer goods. RSCG also offers a suite of services that includes returns management, asset recovery, and e-commerce solutions. This segment uses multiple selling channels across our network of marketplaces and others to optimize the best combination of velocity, volume, and value. This segment primarily conducts its business-to-business sales on its Liquidation.com marketplace and through Direct Sales, and direct-to-consumer sales on its Retail Rush, AllSurplus Deals and Secondipity marketplaces and other third-party sales channels.
Previous wording
CAG. The CAG reportable segment enables commercial businesses to sell surplus assets on our AllSurplus marketplace. The core verticals in which CAG operates include industrial manufacturing, oil and gas, heavy equipment, biopharma, and electronics. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. CAG benefits from a global base of buyers and sellers enabling the sale and redeployment of assets wherever they’re most likely to generate the best value and highest use across the world. This segment primarily uses the AllSurplus and GovDeals marketplaces.
Current wording
CAG. The CAG reportable segment enables commercial businesses to sell surplus assets on our AllSurplus and GovDeals marketplace, specializing in asset categories such as heavy equipment, industrial manufacturing, oil and gas, biopharma, fast-moving consumer goods and electronics. CAG also offers a suite of services that includes surplus management, asset valuation, asset sales and marketing. CAG clients benefit from its global base of buyers and sellers, enabling the sale and redeployment of assets wherever they generate the best value and highest use across the world.
Previous wording
Machinio & Software Solutions. The Machinio operating segment operates the Machinio marketplace, a global search engine platform for listing equipment for sale in the construction, machine tool, processing, transportation, printing, agriculture, and laboratory/medical sectors, and the Machinio System platform that provides equipment sellers with a suite of software tools including website hosting, email marketing, and inventory management, to support and enable equipment sellers’ online business. The Software Solutions operating segment separately serves as the Company's private-label and software-as-a-service (SaaS) arm, offering scalable auction platform services to entrepreneurs and businesses.
Current wording
Machinio & Software Solutions. The Machinio operating segment operates the Machinio marketplace, a global search engine platform for listing equipment for sale in the construction, machine tool, processing, transportation, printing, agriculture, and laboratory/medical sectors, and the Machinio System platform that provides equipment sellers with a suite of software tools including website hosting, email marketing, and inventory management, to support and enable equipment sellers’ online business. The Software Solutions operating segment separately serves as the Company's private-label auction and software-as-a-service (SaaS) arm, offering scalable auction platform services to entrepreneurs and businesses.
Previous wording
International armed and geopolitical conflicts. The global financial markets have experienced volatility subsequent to the invasion of Ukraine by Russia in February 2022, a conflict which remains ongoing, as well as the ongoing conflict in and adjacent to Israel. The Russia-Ukraine conflict specifically resulted in numerous countries, including the United States, imposing significant new sanctions and export controls against Russia, Russian banks, and certain Russian individuals. These sanctions and export controls and international responses to the ongoing conflict in and adjacent to Israel, have further heightened global supply chain disruptions and impacted the international trade markets. For the three and nine months ended June 30, 2025 and 2024, the Company's total revenues directly associated with Russia, Ukraine, and Israel were not material to our condensed consolidated financial results. We will continue monitoring these armed and geopolitical conflicts around the world and any potential future impacts on our business.
Current wording
International armed and geopolitical conflicts. The global financial markets have experienced volatility subsequent to the invasion of Ukraine by Russia in February 2022, a conflict which remains ongoing, as well as the ongoing conflict in and adjacent to Israel, and instability in Venezuela. The Russia-Ukraine conflict specifically resulted in numerous countries, including the United States, imposing significant new sanctions and export controls against Russia, Russian banks, and certain Russian individuals. These sanctions and export controls and international responses to the ongoing conflict in and adjacent to Israel, have further heightened global supply chain disruptions and impacted the international trade markets. For the three months ended December 31, 2025 and 2024, the Company's total revenues directly associated with Russia, Ukraine, Israel, and Venezuela were not material to our consolidated financial results. We will continue monitoring these armed and geopolitical conflicts around the world and any potential future impacts on our business.
Previous wording
We believe our marketplaces benefit over time from greater scale and adoption by our users creating a continuous flow of goods benefiting our buyers and sellers. As of June 30, 2025, we had 5.9 million registered buyers in our marketplaces. We had access to millions of additional end-users through a range of external consumer marketplaces. Aggregating this level of buyer demand and market data enables us to generate a continuous flow of goods from corporate and government sellers, which in turn attracts more buyers. During the twelve months ended June 30, 2025, the approximate number of registered buyers increased from 5.4 million to 5.9 million, or approximately 9%. As buyers continue to discover and use our e-commerce marketplaces as an effective method to source assets, we believe our solutions become a more attractive sales channel for corporate and government agency sellers. We believe this self-reinforcing cycle results in greater transaction volume and enhances the value of our marketplaces.
Current wording
We believe our marketplaces benefit over time from greater scale and adoption by our users creating a continuous flow of goods benefiting our buyers and sellers. As of December 31, 2025, we had 6.2 million registered buyers in our marketplaces. We had access to millions of additional end-users through a range of external consumer marketplaces. Aggregating this level of buyer demand and market data enables us to generate a continuous flow of goods from corporate and government sellers, which in turn attracts more buyers. During the twelve months ended December 31, 2025, the approximate number of registered buyers increased from 5.7 million to 6.2 million, or approximately 9%. As buyers continue to discover and use our e-commerce marketplaces as an effective method to source assets, we believe our solutions become a more attractive sales channel for corporate and government agency sellers. We believe this self-reinforcing cycle results in greater transaction volume and enhances the value of our marketplaces.
Previous wording
Purchase model. Under our purchase transaction model, we recognize revenue within the Purchase revenues line-item on the Condensed Consolidated Statements of Operations from the resale of inventory that we purchased from sellers. We consider these sellers to be our vendors. We pay our sellers either a fixed amount or a portion of the net or gross proceeds received from our completed sales based on the value we receive from the sale, in some cases, after deducting a required return to us that we have negotiated with the seller. Because we are the principal in purchase transaction model sales, we recognize as revenue the sale price paid by the buyer upon completion of a transaction. The proceeds paid by buyers also include transaction fees, referred to as buyer premiums.
Current wording
Purchase model. Under our purchase transaction model, we recognize revenue within the Purchase revenues line-item on the Consolidated Statements of Operations from the resale of inventory that we purchased from sellers. We consider these sellers to be our vendors. We pay our sellers either a fixed amount or a portion of the net or gross proceeds received from our completed sales based on the value we receive from the sale, in some cases, after deducting a required return to us that we have negotiated with the seller. Because we are the principal in purchase transaction model sales, we recognize as revenue the sale price paid by the buyer upon completion of a transaction. The proceeds paid by buyers also include transaction fees, referred to as buyer premiums.
Previous wording
Consignment model—fee revenue. Under our consignment transaction model, we enable our sellers to sell goods they own in our marketplaces, and we charge them a commission fee based on the gross or net proceeds received from such sales. The revenue from our consignment transaction model is recognized upon auction close or upon collection of auction proceeds, depending upon the settlement service level selected by the seller. Revenue under the consignment model is recorded within the Consignment and other fee revenues line-item on the Condensed Consolidated Statements of Operations. Because we are the agent in consignment model sales, our commission fee revenue, which we refer to as seller commissions, represents a percentage of the sales price the buyer pays upon completion of a transaction. We vary the percentage amount of the seller commission depending on the various value-added services we provide to the seller to facilitate the transaction. For example, we generally increase the percentage amount of the commission if we take possession, handle, ship, or provide enhanced product information for the merchandise. In most cases we collect the seller commission by deducting the appropriate amount from the sales proceeds prior to the distribution to the seller after completion of the transaction. In addition to seller commissions, we also collect buyer premiums.
Current wording
Consignment model—fee revenue. Under our consignment transaction model, we enable our sellers to sell goods they own in our marketplaces, and we charge them a commission fee based on the gross or net proceeds received from such sales. The revenue from our consignment transaction model is recognized upon auction close or upon collection of auction proceeds, depending upon the settlement service level selected by the seller. Revenue under the consignment model is recorded within the Consignment and other fee revenues line-item on the Consolidated Statements of Operations. Because we are the agent in consignment model sales, our commission fee revenue, which we refer to as seller commissions, represents a percentage of the sales price the buyer pays upon completion of a transaction. We vary the percentage amount of the seller commission depending on the various value-added services we provide to the seller to facilitate the transaction. For example, we generally increase the percentage amount of the commission if we take possession, handle, ship, or provide enhanced product information for the merchandise. In most cases we collect the seller commission by deducting the appropriate amount from the sales proceeds prior to the distribution to the seller after completion of the transaction. In addition to seller commissions, we also collect buyer premiums.
Previous wording
Transaction Model Mix. Most of our transactions are conducted under the consignment model, which represented 82.5% and 80.9% of our consolidated GMV for the three and nine months ended June 30, 2025, respectively, and 86.5% and 86.0% of our consolidated GMV for the three and nine months ended June 30, 2024. However, only the consignment fee, representing a small portion of the consignment GMV, is recognized as revenue, causing consignment revenues to account for 30.0% and 28.1% of our total revenues for the three and nine months ended June 30, 2025, respectively, and 35.9% and 36.5% of our total revenues for the three and nine months ended June 30, 2024, respectively.
Current wording
Transaction Model Mix. Most of our transactions are conducted under the consignment model, which represented 81.0% and 79.8% of our consolidated GMV for the three months ended December 31, 2025 and 2024, respectively. However, only the consignment fee, representing a small portion of the consignment GMV, is recognized as revenue, causing consignment revenues to account for 29.6% and 27.0% of our total revenues for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
Purchase model transactions are a smaller proportion of our consolidated GMV, representing 17.5% and 19.1% of our consolidated GMV for the three and nine months ended June 30, 2025, respectively, and 13.5% and 14.0% of our consolidated GMV for the three and nine months ended June 30, 2024, respectively. However, all of the GMV associated with the purchase model transaction is generally able to be recognized as revenue, causing purchase revenues to account for 63.8% and 66.1% of our total revenues for the three and nine months ended June 30, 2025, respectively, and 57.0% and 55.7% of our total revenues for the three and nine months ended June 30, 2024.
Current wording
Purchase model transactions are a smaller proportion of our consolidated GMV, representing 19.0% and 20.2% of our consolidated GMV for the three months ended December 31, 2025 and 2024, respectively. However, all of the GMV associated with the purchase model transaction is generally able to be recognized as revenue, causing purchase revenues to account for 63.8% and 67.7% of our total revenues for the three months ended December 31, 2025 and 2024, respectively.
Previous wording
In assessing buyer concentration risk, we consider a number of quantitative factors, which can include the buyer's proportionate share of our consolidated GMV, revenues and direct profit, including any impacts based upon the transaction model mix they purchase. We also consider qualitative factors, such as the level of differentiation in the products sold and whether there are alterative buyers accessible in the market, among other relevant factors. For the three and nine months ended June 30, 2025 and 2024, we were not dependent on any single buyer in a manner material to our business.
Current wording
In assessing buyer concentration risk, we consider a number of quantitative factors, which can include the buyer's proportionate share of our consolidated GMV, revenues and direct profit, including any impacts based upon the transaction model mix they purchase. We also consider qualitative factors, such as the level of differentiation in the products sold and whether there are alterative buyers accessible in the market, among other relevant factors. For the three months ended December 31, 2025 and 2024, we were not dependent on any single buyer in a manner material to our business.
Previous wording
We have multiple vendor contracts with Amazon.com, Inc. under which we acquire and sell commercial merchandise. While purchase model transactions account for less than 25% of our total GMV, the cost of inventory for purchase model transactions is the most significant component of our consolidated Costs of goods sold. $12.4 million and $12.2 million of inventory purchased under such contracts with Amazon.com, Inc. is included in our Condensed Consolidated Inventory balances as of June 30, 2025 and September 30, 2024, respectively. Our vendor contracts with respect to sourcing or consigning merchandise for our RSCG segment generally reflect the concentration dynamics inherent to the retail industry.
Current wording
The Company has multiple vendor contracts with Amazon.com, Inc. under which it acquires and sell commercial merchandise. While purchase model transactions account for less than 20% of our total GMV, the cost of inventory for purchase model transactions is the most significant component of our consolidated Costs of goods sold. $10.6 million and $10.1 million of inventory purchased under such contracts with Amazon.com, Inc. is included in our Inventory balances on our Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025, respectively. The Company's vendor contracts with respect to sourcing or consigning merchandise for our RSCG segment generally reflect the concentration dynamics inherent to the retail industry.
Previous wording
Other fee revenues accounted for 6.2% and 5.8% of our total revenues for three and nine months ended June 30, 2025, respectively, and 7.1% and 7.8% of our total revenues for three and nine months ended June 30, 2024, respectively.
Current wording
Other fee revenues accounted for 6.5% and 5.4% of our total revenues for three months ended December 31, 2025 and 2024, respectively.
Previous wording
Gross merchandise volume (GMV). GMV is the total sales value of all merchandise sold by us or our sellers through our marketplaces or by us through other channels during a given period of time. We review GMV because it provides a measure of the volume of goods being sold in our marketplaces and thus the activity of those marketplaces. GMV also provides a means to evaluate the effectiveness of investments that we have made and continue to make, including in the areas of buyer and seller support, value-added services, product development, sales and marketing, and operations. Our GMV for the three and nine months ended June 30, 2025, was $413.0 million and $1.2 billion, respectively, increasing from the three and nine months ended June 30, 2024 by $32.6 million, or 8.6%, and $160.8 million, or 16.0%, respectively.
Current wording
Gross merchandise volume (GMV). GMV is the total sales value of all transactions for which we earned compensation upon their completion through our marketplaces or other channels during a given period of time. We review GMV because it provides a measure of the volume of goods being sold in our marketplaces and thus the activity of those marketplaces. GMV also provides a means to evaluate the effectiveness of investments that we have made and continue to make, including in the areas of buyer and seller support, value-added services, product development, sales and marketing, and operations. Our GMV for the three months ended December 31, 2025, was $398.0 million, increasing from the three months ended December 31, 2024 by $11.9 million, or 3.1%.
Previous wording
Total registered buyers, as of a given date, represent the aggregate number of persons or entities who have registered on one of our marketplaces. We use this metric to evaluate how well our marketing and promotional efforts are performing. Total registered buyers exclude duplicate registrations, buyers who are suspended from utilizing our marketplaces and buyers who have voluntarily removed themselves from our registration database. In addition, if we become aware of registered buyers that are no longer in business, we remove them from our database. As of June 30, 2025 and 2024, we had 5.9 million and 5.4 million registered buyers, respectively.
Current wording
Total registered buyers, as of a given date, represent the aggregate number of persons or entities who have registered on one of our marketplaces. We use this metric to evaluate how well our marketing and promotional efforts are performing. Total registered buyers exclude duplicate registrations, buyers who are suspended from utilizing our marketplaces and buyers who have voluntarily removed themselves from our registration database. In addition, if we become aware of registered buyers that are no longer in business, we remove them from our database. As of December 31, 2025 and 2024, we had 6.2 million and 5.7 million registered buyers, respectively.
Previous wording
Total auction participants. For each auction we manage, the number of auction participants represents the total number of registered buyers who have bid one or more times in that auction. As a result, a registered buyer who bids, or participates, in more than one auction is counted as an auction participant in each auction in which he or she participates. Thus, total auction participants for a given period is the sum of the auction participants in each auction conducted during that period. We use this metric to allow us to compare our online auction marketplaces to our competitors, including other online auction sites and traditional on-site auctioneers. In addition, we measure total auction participants on a periodic basis to evaluate the activity level of our base of registered buyers and to measure the performance of our marketing and promotional efforts. During the three months ended June 30, 2025 and 2024, 1,098,000 and 1,016,000 participants participated in auctions on our marketplaces, respectively. During the nine months ended June 30, 2025 and 2024, approximately 3,040,000 and 3,003,000 participants participated in auctions on our marketplaces, respectively.
Current wording
Total auction participants. For each auction we manage, the number of auction participants represents the total number of registered buyers who have bid one or more times in that auction. As a result, a registered buyer who bids, or participates, in more than one auction is counted as an auction participant in each auction in which he or she participates. Thus, total auction participants for a given period is the sum of the auction participants in each auction conducted during that period.
Previous wording
Completed transactions. Completed transactions represents the number of auctions in a given period from which we have recorded revenue. Similar to GMV, we believe that completed transactions is a key business metric because it provides an additional measurement of the volume of activity flowing through our marketplaces. During the three months ended June 30, 2025 and 2024, we completed 286,000 and 263,000 transactions, respectively. During the nine months ended June 30, 2025 and 2025, we completed 797,000 and 802,000 transactions, respectively.
Current wording
Completed transactions. Completed transactions represents the number of auctions in a given period from which we have recorded revenue. Similar to GMV, we believe that completed transactions is a key business metric because it provides an additional measurement of the volume of activity flowing through our marketplaces. During the three months ended December 31, 2025 and 2024, we completed 264,000 and 253,000 transactions, respectively.
Previous wording
Income taxes. Income taxes include current and deferred income tax expense for the U.S. federal, state, and foreign jurisdictions. For interim income tax reporting, we estimate our annual effective tax rate and apply this effective tax rate to our year-to-date pre-tax income.
Current wording
Income taxes. Income taxes include current and deferred income tax expense for the U.S. federal, state, and foreign jurisdictions.
Previous wording
GovDeals. Total revenues from our GovDeals reportable segment increased 8.4%, or $1.9 million, due to a $2.6 million, or 1.1%, increase in GMV driven by new seller acquisition and service expansion, partially offset by lower market prices for vehicles sold. Revenue grew at a higher rate than GMV due to reduced activity from certain lower take-rate real estate sellers. Segment direct profit increased by $1.4 million, or 7.0% while Segment direct profit as a percentage of total revenue decreased from 93.7% to
Current wording
GovDeals. Total revenues from our GovDeals reportable segment increased 8.5%, or $1.7 million, due to a $14.8 million, or 7.0%, increase in GMV driven by continued new seller acquisition and service expansion. Revenue grew at a higher rate than GMV due to the expansion of service offerings to higher-volume sellers. Segment direct profit increased by $2.4 million, or 12.5%, and Segment direct profit as a percentage of total revenue increased from 91.7% to 95.1%, due to lower transaction processing fees.
Previous wording
CAG. Revenue from our CAG reportable segment increased by $0.5 million, or 5.9%, due to a $6.3 million, or 12.2%, increase in GMV primarily driven by consignment sales in our heavy equipment category, partially offset by certain industrial categories and regions experiencing tempered activity due to economic and tariff-related supply chain uncertainty. As a result of the increase in revenues, Segment direct profit increased by $1.0 million, or 13.9%. Segment direct profit as a percentage of total revenue increased from 85.9% to 92.4%, which may fluctuate due to inherent variations in the mix of assets sourced and sold by the CAG segment in any given period, due to a higher mix of consignment transactions conducted during the current year. Global supply chains may experience heightened disruptions due to international tensions and other factors, which could limit the volume of assets made available for sale in any period.
Current wording
CAG. Revenue from our CAG reportable segment increased by $1.6 million, or 16.6%, due to increased industrial spot purchase and heavy equipment consignment transaction activity, partially offset by the prior year period including larger, lower-take rate project work in our energy category. Despite this increase in Revenue, GMV decreased by $6.6 million, or 10.3%, primarily driven by the prior period including larger, lower-take rate project work in our energy category. While there are inherent variations in the mix of assets sourced and sold by the CAG segment in any given period, Segment direct profit as a percentage of total revenue remained relatively consistent between the periods. As a result of the increase in revenues, Segment direct profit increased by $0.6 million, or 6.4%. Global supply chains may experience heightened disruptions due to international tensions and other factors, which could limit the volume of assets made available for sale in any period.
Previous wording
Machinio & Software Solutions. Revenue in our Machinio & Software Solutions businesses increased 27.1%, or $1.1 million, due to Machinio price increases and continued growth in its subscribers, and from the acquisition of Auction Software to form our Software Solutions business. As a result of this increase in revenues, segment direct profit increased 22.6%, or $0.9 million. Segment direct profit as a percentage of total revenue decreased from 95.1% to 91.7% as a result of the Auction Software acquisition.
Current wording
Machinio & Software Solutions. Revenue from our Machinio & Software Solutions reportable segment increased 27.5%, or $1.2 million, due to price increases and continued growth in subscribers and the acquisition of Auction Software; see Note 3 -Acquisitions. As a result of the increase in revenues, segment direct profit increased 23.1%, or $0.9 million. Segment direct profit as a percentage of total revenue remained relatively consistent between the periods.
Previous wording
Total revenues. Total consolidated revenue increased $26.3 million, or 28.1%. Refer to the discussion of Segment Results above for discussion of the increase in revenue.
Current wording
Total revenues. Total consolidated revenue decreased $1.1 million, or 0.9%. Refer to the discussion of Segment Results above for discussion of the increase in revenue.
Previous wording
Cost of goods sold (excludes depreciation and amortization). Cost of goods sold increased $20.9 million, primarily due to increased purchase transaction volumes at our RSCG reportable segment during the three months ended June 30, 2025.
Current wording
Cost of goods sold (excludes depreciation and amortization). Cost of goods sold decreased $8.0 million, due to lower purchase transaction volumes at our RSCG reportable segment, and lower transaction processing fees, during the three months ended December 31, 2025.
Previous wording
Technology and operations expenses. Technology and operations expenses increased $1.9 million, or 12.4%, primarily in support of the increased transactions volumes across our segments, including operating costs associated with expanded service offerings in our GovDeals segment, a $0.2 million increase in stock compensation expense, and the acquisition of Auction Software; see Note 3 -Acquisitions.
Current wording
Technology and operations expenses. Technology and operations expenses increased $0.9 million, or 5.1%, primarily in support of the increased transactions volumes across our segments, a $0.4 million increase in stock compensation expense, and the acquisition of Auction Software; see Note 3 -Acquisitions.
Previous wording
Sales and marketing expenses. Sales and marketing expenses increased $3.3 million, or 8.2%, due to increased sales expenses incurred to support the greater purchase transaction volumes at our RSCG reportable segment and other key initiatives, and a $1.0 million increase in stock compensation expense.
Current wording
Sales and marketing expenses. Sales and marketing expenses increased $2.2 million, or 15.2%, primarily due to our market share expansion and multi-channel buyer participation initiatives, and a $0.9 million increase in stock compensation expense.
Previous wording
General and administrative expenses. General and administrative expenses decreased $0.3 million, or 1.0%, primarily due to $0.5 million in litigation settlement expense incurred during the three months ended June 30, 2024, and ongoing cost management and streamlining efforts, partially offset by a $0.8 million increase in stock compensation primarily from variable stock awards tied to financial performance targets.
Current wording
General and administrative expenses. General and administrative expenses increased $1.5 million, or 18.1%, primarily due to a $1.5 million increase in stock compensation primarily from variable stock awards tied to financial performance targets.
Previous wording
Provision for income taxes. Provision for income taxes increased $1.2 million due to an increase in income, and the impact of foreign, state, and local taxes and permanent tax adjustments.
Current wording
Provision for income taxes. Provision for income taxes increased $0.6 million due to the higher pre-tax income and the impact of foreign, state, and local taxes and nondeductible tax adjustments.
Previous wording
Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA. Non-GAAP EBITDA is a supplemental non-GAAP financial measure and is equal to Net income plus Interest and other income, net excluding the non-service components of net periodic pension cost (benefit); Provision for income taxes; and Depreciation and amortization. Interest and other income, net, can include non-operating gains and losses, such as from foreign currency fluctuations. Our definition of Non-GAAP Adjusted EBITDA differs from Non-GAAP EBITDA because we further adjust Non-GAAP EBITDA for stock-based compensation expense, acquisition costs such as transaction expenses and changes in earn out estimates, business realignment expense, deferred revenue purchase accounting adjustments, and goodwill and long-lived asset impairment.
Current wording
Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA. Non-GAAP EBITDA is a supplemental non-GAAP financial measure and is equal to Net income plus Interest and other (income) expense, net excluding the non-service components of net periodic pension cost (benefit); Provision for income taxes; and Depreciation and amortization. Interest and other (income) expense, net, can include non-operating gains and losses, such as from foreign currency fluctuations. Our definition of Non-GAAP Adjusted EBITDA differs from Non-GAAP EBITDA because we further adjust Non-GAAP EBITDA for stock-based compensation expense, acquisition costs such as transaction expenses and changes in earn out estimates, business realignment expenses, litigation settlement expenses that are not expected to reoccur, and goodwill, long-lived and other non-current asset impairment.
Previous wording
2 Acquisition-related costs, and business realignment expenses are included in Other operating expenses, net on the Condensed Consolidated Statement of Operations. Litigation settlement expense reflects significant legal settlements not expected to reoccur and are included in General and administrative expenses on the Condensed Consolidated Statement of Operations. For further information see Note 13 - Legal Proceedings and Other Contingencies, for details about the litigation settlement that occurred during the three months ended June 30, 2024.
Current wording
2 Acquisition-related costs are included in Other operating expenses, net on the Condensed Consolidated Statements of Operations.
Previous wording
3 Business realignment expense includes the amounts accounted for as exit costs under ASC 420, Exit or Disposal Cost Obligations, and the related impacts of business realignment actions subject to other accounting guidance including operating lease impairment expense resulting from such actions as described in Note 5 - Leases.
Current wording
3 Business realignment expense, included as a component of Other operating expenses, net, on the Condensed Consolidated Statement of Operations, includes the amounts accounted for as exit costs under ASC 420, Exit or Disposal Cost Obligations, and the related impacts of business realignment actions subject to other accounting guidance.
Previous wording
Our operational cash needs primarily relate to working capital, including staffing costs, technology expenses, leases of real estate, and equipment used in our operations, and capital used for inventory purchases, which we have funded through existing cash balances and cash generated from operations. The Company has not paid a dividend historically, nor do we have any intention to do so in the foreseeable future. From time to time, we may use our capital resources for other activities, such as contract start-up costs, joint ventures, share repurchases and acquisitions. As of June 30, 2025, we had $155.6 million in Cash and cash equivalents and $11.4 million in Short-term investments, which we believe is sufficient to meet the Company’s anticipated cash needs for at least one year from the date of these financial statements.
Current wording
Our operational cash needs primarily relate to working capital, including staffing costs, technology expenses, leases of real estate, and equipment used in our operations, and capital used for inventory purchases, which we have funded through existing cash balances and cash generated from operations. The Company has not paid a dividend historically, nor do we have any intention to do so in the foreseeable future. From time to time, we may use our capital resources for other activities, such as contract start-up costs, joint ventures, share repurchases and acquisitions. As of December 31, 2025, we had $169.8 million in Cash and cash equivalents and $11.6 million in Short-term investments, which we believe is sufficient to meet the Company’s anticipated cash needs for at least one year from the date of these financial statements.
Previous wording
We intend to indefinitely reinvest the earnings of our foreign subsidiaries outside the United States. As a result, we did not record a provision for deferred U.S. tax expense on the $9.1 million of undistributed foreign earnings as of June 30, 2025. A total of $25.3 million of cash and cash equivalents and short-term investments was held out of the U.S. as of June 30, 2025. These amounts are not currently considered in our evaluation of near-term liquidity needs in the U.S. due to the potential for adverse tax consequences upon repatriation.
Current wording
We intend to indefinitely reinvest the earnings of our foreign subsidiaries outside the United States. As a result, we did not record a provision for deferred U.S. tax expense on the $9.3 million of undistributed foreign earnings as of December 31, 2025. A total of $27.6 million of cash and cash equivalents and short-term investments was held out of the U.S. as of December 31, 2025. These amounts are not currently considered in our evaluation of near-term liquidity needs in the U.S. due to the potential for adverse tax consequences upon repatriation.
Previous wording
Our capital expenditures consist primarily of capitalized software, warehouse equipment, computers and purchased software, office equipment, furniture and fixtures, and leasehold improvements. The timing and volume of such capital expenditures in the future will be affected by the addition of new sellers or buyers or expansion of existing seller or buyer relationships. We intend to fund those expenditures primarily from our existing cash balances and operating cash flows. Our capital expenditures for the nine months ended June 30, 2025 and 2024, were $5.8 million and $6.1 million, respectively. This decrease was primarily driven by the timing of enhancements to our platforms and marketplaces. As of June 30, 2025, we had no significant outstanding commitments for capital expenditures.
Current wording
Our capital expenditures consist primarily of capitalized software, warehouse equipment, computers and purchased software, office equipment, furniture and fixtures, and leasehold improvements. The timing and volume of such capital expenditures in the future will be affected by the addition of new sellers or buyers or expansion of existing seller or buyer relationships. We intend to fund those expenditures primarily from our existing cash balances and operating cash flows. Our capital expenditures for the three months ended December 31, 2025 and 2024, were $2.3 million and $1.8 million, respectively. This increase was primarily driven by the timing of enhancements to our platforms and marketplaces. As of December 31, 2025, we had no significant outstanding commitments for capital expenditures.
Previous wording
The Company maintains a $25.0 million Credit Agreement with Wells Fargo Bank, National Associated (the Credit Agreement). During the year ended September 30, 2023, the Credit Agreement was amended to extend the maturity date by 12 months to March 31, 2025 (the First Amendment). During the six months ended March 31, 2024, the Credit Agreement was amended to extend the maturity date by an additional 12 months to March 31, 2026 (the Second Amendment). No other changes, including regarding the borrowing terms or capacities, were made to the Credit Agreement as a result of the First Amendment or the Second Amendment.
Current wording
The Company maintains a $25.0 million revolving credit facility with Wells Fargo Bank, National Association (as amended the Credit Agreement). On March 31, 2023, the Credit Agreement was amended to extend the maturity date by 12 months to March 31, 2025 (the First Amendment). On March 27, 2024, the Credit Agreement was amended to extend the maturity date by an additional 12 months to March 31, 2026 (the Second Amendment). No other changes, including regarding the borrowing terms or capacities, were made to the Credit Agreement as a result of the First Amendment or the Second Amendment.
Previous wording
On May 7, 2025, the Company entered into a Third Amendment to the Credit Agreement (the Third Amendment) that extended the maturity date to March 31, 2027, increased the maximum aggregate principal amount from $25.0 million to $35.0 million, and increased the sublimit for standby letters of credit from $10.0 million to $35.0 million.
Current wording
On May 7, 2025, the Company entered into a Third Amendment to the Credit Agreement (the Third Amendment) that extended the maturity date of the Credit Agreement to March 31, 2027, increased the maximum aggregate borrowing amount from $25.0 million to $35.0 million, and increased the sublimit for standby letters of credit from $10.0 million to $35.0 million.
Previous wording
The Company may draw upon the Credit Agreement for general corporate purposes. Repayments of any borrowings under the Credit Agreement shall become available for redraw at any time by the Company. The interest rate on borrowings under the Credit Agreement is a variable rate per annum equal to the Daily Simple Secured Overnight Financing Rate (SOFR) in effect plus a margin ranging from 1.25% to 1.75%. Interest is payable monthly. During the nine months ended June 30, 2025, the Company did not make any draws under the Line of Credit, had no outstanding borrowings under the Line of Credit and had $9.0 million of standby letters of credit outstanding. The amount of standby letters of credit are reserved against the Line of Credit and are not available for borrowing, resulting in $26.0 million of remaining borrowing capacity under the Line of Credit as of June 30, 2025.
Current wording
The Company may draw upon the Credit Agreement for general corporate purposes. Repayments of any borrowings under the Credit Agreement shall become available for redraw at any time by the Company. The interest rate on borrowings under the Credit Agreement is a variable rate per annum equal to the Daily Simple Secured Overnight Financing Rate (SOFR) in effect plus a margin ranging from 1.25% to 1.75%. Interest is payable monthly. During the three months ended December 31, 2025, the Company did not make any draws under the Line of Credit, had no outstanding borrowings under the Line of Credit and had $9.0 million of standby letters of credit outstanding. The amount of standby letters of credit are reserved against the Line of Credit and are not available for borrowing, resulting in $26.0 million of remaining borrowing capacity under the Line of Credit as of December 31, 2025.
Previous wording
Auction Software Acquisition. On January 31, 2025, the Company acquired Auction Software, a private-label marketplace and SaaS solutions provider. Auction Software results are reported within our Machinio & Software Solutions reportable segment. See Note 3 -Acquisitionsfor more information regarding this transaction.
Current wording
Auction Software Acquisition. On January 31, 2025, the Company acquired Auction Software, a private-label marketplace and SaaS solutions provider. Auction Software results are reported within our Machinio & Software Solutions reportable segment. See Note 3 - Acquisitions for more information regarding this transaction.
Previous wording
As of September 30, 2024, the Company had $7.6 million of remaining authorization to repurchase shares through December 31, 2025. On December 9, 2024, the Company's Board of Directors authorized the repurchase of up to an additional $10.0 million of the Company's outstanding shares of common stock through December 31, 2026.
Current wording
As of September 30, 2025, the Company had $1.5 million of remaining authorization to repurchase shares through December 31, 2026. On November 17, 2025, the Company's Board of Directors authorized the repurchase of up to an additional $15.0 million of the Company's outstanding shares of common stock through December 31, 2027.
Previous wording
The Company made no repurchases during the three and nine months ended June 30, 2025. As of June 30, 2025, the Company had $17.6 million of remaining authorization to repurchase shares through December 31, 2026.
Current wording
The Company repurchased 55,246 shares for $1.5 million during the three months ended December 31, 2025. As of December 31, 2025, the Company had $15.0 million of remaining authorization to repurchase shares through December 31, 2027.
Previous wording
Changes in Cash Flows: Nine Months Ended June 30, 2025, Compared to the Nine Months Ended June 30, 2024
Current wording
Changes in Cash Flows: Three Months Ended December 31, 2025, Compared to the Three Months Ended December 31, 2024
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We use this metric to allow us to compare our online auction marketplaces to our competitors, including other online auction sites and traditional on-site auctioneers. In addition, we measure total auction participants on a periodic basis to evaluate the activity level of our base of registered buyers and to measure the performance of our marketing and promotional efforts. During the three months ended December 31, 2025 and 2024, 983,000 and 960,000 participants participated in auctions on our marketplaces, respectively.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Total revenues. Total consolidated revenue increased $102.2 million, or 39.9%. Refer to the discussion of Segment Results above for discussion of the increase in revenue.
Previous report — wording carried elsewhere
Technology and operations expenses. Technology and operations expenses increased $6.4 million, or 14.2%, primarily in support of the increased transactions volumes across our segments, including operating costs associated with expanded service offerings in our GovDeals segment, a $0.5 million increase in stock compensation expense, and the acquisition of Auction Software; see Note 3 -Acquisitions.