Document and Entity Information (USD $)	12 Months Ended
Document and Entity Information (USD $)	Sep. 30, 2015	Nov. 16, 2015	Mar. 31, 2015
Document and Entity Information
Entity Registrant Name	LIQUIDITY SERVICES INC
Entity Central Index Key	0001235468
Document Type	10-K
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--09-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 237,886,000
Entity Common Stock, Shares Outstanding		30,551,081
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2015	Sep. 30, 2014
Current assets:
Cash and cash equivalents	$ 95,465	$ 62,598
Accounts receivable, net of allowance for doubtful accounts of $471 and $1,042 in 2015 and 2014, respectively	6,194	21,688
Inventory	25,510	78,478
Tax refund receivable	33,491
Prepaid and deferred taxes	19,903	16,777
Prepaid expenses and other current assets	7,826	5,156
Total current assets	188,389	184,697
Property and equipment, net	13,356	12,283
Intangible assets, net	4,051	17,099
Goodwill	64,073	209,656
Deferred long-term tax assets	5,871	6,160
Other assets	12,748	1,823
Total assets	288,488	431,718
Current liabilities:
Accounts payable	9,500	15,994
Accrued expenses and other current liabilities	27,350	44,484
Profit-sharing distributions payable	2,512	4,740
Customer payables	29,802	41,544
Total current liabilities	69,164	106,762
Deferred taxes and other long-term liabilities	3,322	7,973
Total liabilities	72,486	114,735
Stockholders' equity:
Common stock, $0.001 par value; 120,000,000 shares authorized; 30,026,223 shares issued and outstanding at September 30, 2015; 29,668,150 shares issued and outstanding at September 30, 2014	29	28
Additional paid-in capital	210,712	204,704
Accumulated other comprehensive loss	(5,626)	(3,451)
Retained earnings	10,887	115,702
Total stockholders' equity	216,002	316,983
Total liabilities and stockholders' equity	$ 288,488	$ 431,718

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2015	Sep. 30, 2014
Consolidated Balance Sheets
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 471	$ 1,042
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	30,026,223	29,668,150
Common stock, shares outstanding	30,026,223	29,668,150

Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Consolidated Statements of Operations
Revenue	$ 315,668	$ 388,671	$ 404,041
Fee revenue	81,457	106,990	101,815
Total revenue from operations	397,125	495,661	505,856
Costs and expenses from operations
Cost of goods sold (excluding amortization)	166,009	211,659	199,494
Profit-sharing distributions	28,093	35,055	35,944
Technology and operations	99,743	108,940	90,052
Sales and marketing	41,465	41,951	40,170
General and administrative	41,418	49,428	48,950
Amortization of contract intangibles	1,211	7,265	7,265
Depreciation and amortization	8,024	9,330	10,109
Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets	147,414	(18,384)	5,921
Business disposition loss	7,963
Total costs and expenses	541,340	445,244	437,905
(Loss) income from operations	(144,215)	50,417	67,951
Interest and other expense (income), net	171	370	(704)
(Loss) income before provision for income taxes	(144,386)	50,047	68,655
(Benefit) provision for income taxes	(39,571)	19,657	27,551
Net (loss) income	$ (104,815)	$ 30,390	$ 41,104
Basic (loss) earnings per common share (in dollars per share)	$ (3.50)	$ 0.97	$ 1.30
Diluted (loss) earnings per common share (in dollars per share)	$ (3.50)	$ 0.97	$ 1.26
Basic weighted average shares outstanding (in shares)	29,987,985	31,243,932	31,616,926
Diluted weighted average shares outstanding (in shares)	29,987,985	31,395,301	32,657,236

Consolidated Statements of Comprehensive (Loss) Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Consolidated Statements of Comprehensive (Loss) Income
Net (loss) income	$ (104,815)	$ 30,390	$ 41,104
Other comprehensive (loss) income :
Defined benefit pension plan - unrecognized amounts, net of taxes	1,101	(927)	563
Foreign currency translation	(3,276)	(3,042)	(1,291)
Other comprehensive (loss) income , net of taxes	(2,175)	(3,969)	(728)
Comprehensive (loss) income	$ (106,990)	$ 26,421	$ 40,376

Consolidated Statements of Changes in Stockholders' Equity (USD $)	Treasury Stock	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Total
Balance at Sep. 30, 2012		$ 31,000	$ 182,361,000	$ 1,246,000	$ 66,365,000	$ 250,003,000
Balance (in shares) at Sep. 30, 2012		31,138,111
Increase (Decrease) in Stockholders' Equity
Exercise of common stock options and restricted stock			2,532,000			2,532,000
Exercise of common stock options and restricted stock (in shares)		673,653
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock			21,968,000			21,968,000
Net (loss) income					41,104,000	41,104,000
Defined benefit pension plan - unrecognized amounts, net of taxes				563,000		563,000
Foreign currency translation				(1,291,000)		(1,291,000)
Balance at Sep. 30, 2013		31,000	206,861,000	518,000	107,469,000	314,879,000
Balance (in shares) at Sep. 30, 2013		31,811,764
Increase (Decrease) in Stockholders' Equity
Common stock repurchase	(44,870,000)	(3,000)				(44,873,000)
Common stock repurchase (in shares)	(2,962,978)					(2,962,978)
Common stock retired	44,870,000		(22,713,000)		(22,157,000)
Common stock retired (in shares)	2,962,978	(2,962,978)
Exercise of common stock options and restricted stock			4,146,000			4,146,000
Exercise of common stock options and restricted stock (in shares)		819,364
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock			16,410,000			16,410,000
Net (loss) income					30,390,000	30,390,000
Defined benefit pension plan - unrecognized amounts, net of taxes				(927,000)		(927,000)
Foreign currency translation				(3,042,000)		(3,042,000)
Balance at Sep. 30, 2014		28,000	204,704,000	(3,451,000)	115,702,000	316,983,000
Balance (in shares) at Sep. 30, 2014		29,668,150
Increase (Decrease) in Stockholders' Equity
Exercise of common stock options and restricted stock		1,000	105,000			106,000
Exercise of common stock options and restricted stock (in shares)		358,073
Compensation expense and incremental tax benefit from grant of common stock options and issuance of restricted stock			5,903,000			5,903,000
Net (loss) income					(104,815,000)	(104,815,000)
Defined benefit pension plan - unrecognized amounts, net of taxes				1,101,000		1,101,000
Foreign currency translation				(3,276,000)		(3,276,000)
Balance at Sep. 30, 2015		$ 29,000	$ 210,712,000	$ (5,626,000)	$ 10,887,000	$ 216,002,000
Balance (in shares) at Sep. 30, 2015		30,026,223

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Operating activities
Net (loss) income	$ (104,815)	$ 30,390	$ 41,104
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,235	16,595	17,374
Business disposition loss	7,963
Gain on early extinguishment of debt			(1,000)
Change in fair value of earn out liability		(18,390)	5,437
Stock compensation expense	12,405	12,605	13,379
Provision (benefit) for inventory allowance	(575)	271	(1,122)
Provision (benefit) for doubtful accounts	1,109	151	(357)
Deferred tax expense (benefit)	(6,282)	828	(6,852)
Impairment of goodwill and intangibles	147,414
Incremental tax loss (benefit) from exercise of common stock options	38	(3,805)	(8,588)
Changes in operating assets and liabilities:
Accounts receivable	12,651	2,211	(7,466)
Inventory	43,101	(49,488)	(7,470)
Prepaid and deferred taxes	(38,545)	(2,829)	14,243
Prepaid expenses and other assets	(1,499)	2,735	(26)
Accounts payable	(4,534)	(545)	6,542
Accrued expenses and other	(18,895)	9,659	(2,341)
Profit-sharing distributions payable	(2,228)	425	274
Customer payables	(11,742)	12,046	(4,768)
Acquisition earn out payable			11,422
Other liabilities	(1,310)	(1,003)	(198)
Net cash provided by operating activities	43,491	11,856	46,743
Investing activities
Cash paid in divestiture	(2,372)
Cash paid for acquisitions and increase in goodwill and intangibles	(137)	(141)	(14,730)
Purchases of property and equipment	(7,312)	(7,539)	(5,463)
Net cash used in investing activities	(9,821)	(7,680)	(20,193)
Financing activities
Principal repayments of debt			(39,000)
Repurchases of common stock		(44,873)
Proceeds from exercise of common stock options (net of tax)	106	4,146	2,532
Incremental tax benefit from exercise of common stock options and restricted stock	(38)	3,805	8,588
Payment of acquisition contingent liabilities			(8,185)
Net cash (used in) provided by financing activities	68	(36,922)	(36,065)
Effect of exchange rate differences on cash and cash equivalents	(871)	235	(158)
Net increase (decrease) in cash and cash equivalents	32,867	(32,511)	(9,673)
Cash and cash equivalents at beginning of year	62,598	95,109	104,782
Cash and cash equivalents at end of year	95,465	62,598	95,109
Supplemental disclosure of cash flow information
Cash paid for income taxes	5,678	18,108	16,760
Cash paid for interest			2,034
Contingent purchase price accrued			18,390
Note receivable from sale of business unit	12,250
Tax refund receivable from sale of business unit	$ 33,491

Organization	12 Months Ended
Organization	Sep. 30, 2015
Organization
Organization	1. Organization Liquidity Services, Inc. and subsidiaries (LS or the Company) is a leading online auction marketplace for surplus and salvage assets. LS enables buyers and sellers to transact in an efficient, automated online auction environment offering over 500 product categories. The Company's marketplaces provide professional buyers access to a global, organized supply of surplus and salvage assets presented with digital images and other relevant product information. Additionally, LS enables its corporate and government sellers to enhance their financial return on excess assets by providing a liquid marketplace and value-added services that integrate sales and marketing, logistics and transaction settlement into a single offering. LS organizes its products into categories across major industry verticals such as consumer electronics, general merchandise, apparel, scientific equipment, aerospace parts and equipment, technology hardware, energy equipment, industrial capital assets, fleet and transportation equipment and specialty equipment. The Company's online auction marketplaces are www.liquidation.com, www.govliquidation.com, www.govdeals.com, www.networkintl.com, www.truckcenter.com, www.secondipity.com, and www.go-dove.com. LS has one reportable segment consisting of operating auction marketplaces for sellers and buyers of surplus, salvage and scrap assets. In fiscal year 2015, approximately 7.8% of the Company's revenue was generated outside of the U.S. The Company's operations are subject to certain risks and uncertainties 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, its susceptibility to rapid technological change, actual and potential competition by entities with greater financial resources, and the potential for the U.S. Government agencies from which the Company has derived a significant portion of its inventory to change the way they conduct their surplus disposition or to otherwise not renew their contracts with the Company. The Company has evaluated subsequent events through the date that these financial statements were issued and filed with the Securities and Exchange Commission.

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2015

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

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 consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Certain prior period amounts have been reclassified to conform to the current year's presentation. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. In addition, in the opinion of management, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation of the results for the periods presented have been included.

Business Combinations

The Company recognizes all of the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Acquisition-related costs are recognized separately from the acquisition and expensed as incurred. Restructuring costs incurred in periods subsequent to the acquisition date are expensed when incurred. Subsequent changes to the purchase price (i.e., working capital adjustments) or other fair value adjustments determined during the measurement period are recorded as an adjustment to goodwill, with the exception of contingent consideration, which is recognized in the statement of operations in the period it is modified. All subsequent changes to a valuation allowance or uncertain tax position that relate to the acquired company and existed at the acquisition date that occur both within the measurement period and as a result of facts and circumstances that existed at the acquisition date are recognized as an adjustment to goodwill. All other changes in valuation allowances are recognized as a reduction or increase to income tax expense or as a direct adjustment to additional paid-in capital as required.

Cash and Cash Equivalents

The Company considers all highly liquid securities purchased with an initial maturity of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and are non-interest bearing. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. Allowances are based on management's judgment, which considers historical experience and specific knowledge of accounts where collectability may not be probable. The Company makes provisions based on historical bad debt experience, a specific review of all significant outstanding invoices and an assessment of general economic conditions.

Inventory

Inventory consists of property obtained for resale, generally through the online auction process, and is stated at the lower of cost or market. Cost is determined using the specific identification method. Charges for unsellable inventory are included in cost of goods sold in the period in which they have been determined to occur.

Property and Equipment

Property and equipment is recorded at cost, and depreciated and amortized on a straight-line basis over the following estimated useful lives:

Computers and purchased software		One to five years
Office equipment		Three years
Furniture and fixtures		Five to seven years
Leasehold improvements		Shorter of lease term or useful life
Buildings		Thirty-nine years
Land		Not depreciated

Intangible Assets

Intangible assets primarily consist of contract acquisition costs, covenants not to compete, and other intangible assets associated with acquisitions. Intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years.

Impairment of Long-Lived Assets

Long-lived assets, including amortizable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the assets are impaired, the impairment recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets.

Goodwill

Goodwill is reviewed for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or the loss of a significant customer. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more than likely than not (that is, a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no further testing of goodwill assigned to the reporting unit is required. However, if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company applies a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded in the statement of operations.

Revenue Recognition

The Company recognizes revenue when all of the following criteria are met:


	•	a buyer submits the winning bid in an auction and, as a result, evidence of an arrangement exists and the sale price has been determined;
	•	the buyer has assumed the risks and rewards of ownership; and
	•	collection is reasonably assured.

Revenue is also evaluated for reporting revenue of gross proceeds as the principal in the arrangement or net of commissions as an agent. In arrangements in which the Company is deemed to be the primary obligor, bears physical and general inventory risk, and credit risk, LS recognizes as revenue the gross proceeds from the sale, including buyer's premiums. The Company has evaluated its revenue recognition policy related to sales under LS's profit-sharing model and determined it is appropriate to account for these sales on a gross basis. In the Company's evaluation, the Company relied most heavily upon its status as primary obligor in the sales relationship and the fact that the Company has general inventory risk.

In arrangements in which the Company acts as an agent or broker on a consignment basis, without taking physical or general inventory risk, revenue is recognized based on the sales commissions that are paid to the Company by the sellers for utilizing LS's services; in this situation, sales commissions represent a percentage of the gross proceeds from the sale that the seller pays to the Company upon completion of the transaction. Such revenue as well as other fee revenue is presented as Fee Revenue in the Consolidated Statements of Operations.

The Company collects and remits sales taxes on merchandise that it purchases and sells, and reports such amounts under the net method in its Consolidated Statements of Operations.

Cost of Goods Sold

Cost of goods sold includes the costs of purchasing and transporting property for auction as well as credit card transaction fees. The Company purchases the majority of its inventory at a percentage of the supplier's original acquisition cost under the Surplus Contract and certain commercial contracts, at a percentage of the supplier's last retail price under certain commercial contracts, and at a fixed price per pound that varies depending on the type of the inventory purchased under the Scrap Contract. Title for the inventory passes to the Company at the time of purchase and the Company bears the risks and rewards of ownership. The Company does not have title to assets sold on behalf of its commercial or government customers when it receives only sales commission revenue and, as such, recognizes no cost of goods sold associated with those sales. Cost of goods sold also includes shipping and handling costs and amounts paid by customers for shipping and handling.

Risk Associated with Certain Concentrations

The Company does not perform credit evaluations for the majority of its buyers. However, substantially all sales are recorded subsequent to payment authorization being received. As a result, the Company is not subject to significant collection risk, as most goods are not shipped before payment is received.

For consignment sales transactions, funds are collected from buyers and are held by the Company on the sellers' behalf. The funds are included in cash and cash equivalents in the consolidated financial statements. The Company releases the funds to the seller, less the Company's commission and other fees due, after the buyer has accepted the goods or within 30 days, depending on the state where the buyer and seller conduct business. The amount of cash held on behalf of the sellers is recorded as customer payables in the accompanying Consolidated Balance Sheets.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents in banks over FDIC limits, and accounts receivable. The Company deposits its cash with financial institutions that the Company considers to be of high credit quality.

Income Taxes

The Company accounts for income taxes using an asset and liability approach for measuring deferred taxes based on temporary differences between the financial statement and income tax bases of assets and liabilities existing at each balance sheet date using enacted tax rates for the years in which the taxes are expected to be paid or recovered. A valuation allowance is provided to reduce the deferred tax assets to a level that the Company believes will more likely than not be realized. The resulting net deferred tax asset reflects management's estimate of the amount that will be realized.

The Company applies the authoritative guidance related to uncertainty in income taxes. The Company has concluded that there were no uncertain tax positions identified during its analysis.

Stock-Based Compensation

The Company estimates the fair value of share-based awards on the date of grant. The fair value of stock options and stock appreciation rights is determined using the Black-Scholes option-pricing model. The fair value of restricted stock awards is based on the closing price of the Company's common stock on the date of grant. The determination of the fair value of the Company's stock option awards, stock appreciation rights, and restricted stock awards is based on a variety of factors including, but not limited to, the Company's common stock price, expected stock price volatility over the expected life of awards based on historical realized volatility, and actual and projected exercise behavior. Additionally, the Company has estimated forfeitures for share-based awards at the dates of grant based on historical experience, adjusted for future expectation. The forfeiture estimate is revised as necessary if actual forfeitures differ from materially these estimates.

The Company issues restricted stock awards where restrictions lapse upon either the passage of time (service vesting), achieving performance targets, or some combination of these restrictions. For those restricted stock awards with only service conditions, the Company recognizes compensation cost on a straight-line basis over the explicit service period. For awards with both performance and service conditions, the Company starts recognizing compensation cost over the remaining service period, when it is probable the performance condition will be met. For stock awards that contain performance vesting conditions, the Company excludes these awards from diluted earnings per share computations until the contingency is met as of the end of that reporting period. For awards to non-employees (who are not directors), the Company records compensation cost as the performance condition is met. The Company presents the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) as a financing activity with a corresponding operating cash outflow in the Consolidated Statements of Cash Flows.

Advertising Costs

Advertising expenditures are expensed as incurred. Advertising costs charged to expense were $5,331,000, $7,229,000, and $4,560,000 for the years ended September 30, 2015, 2014 and 2013, respectively.

Fair Value of Financial Instruments

Cash and cash equivalents, accounts receivable, accounts payable, profit-sharing distributions payable, and customer payables reported in the Consolidated Balance Sheets approximate their fair values.

Foreign Currency Translation

The functional currency of the Company's foreign subsidiaries is the local currency. The translation of the subsidiary's financial statements into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using an average exchange rate during the period. The resulting translation adjustments are recognized in accumulated other comprehensive (loss) income, a separate component of stockholders' equity. Realized foreign currency transaction gains and losses for 2013, 2014 and 2015 are included in interest expense and other expense (income), net in the consolidated statements of operations.

Earnings per Share

Basic net income attributable to common stockholders per share is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income attributable to common stockholders per share includes the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The Company had 1,543,869 unvested restricted shares, which were issued at prices ranging from $7.48 -$52.55, during the years ended September 30, 2013, 2012, 2011, 2010, and 2009, of which 383,831 have been included in the calculation of diluted income per share for the year ended September 30, 2013. The Company had 1,897,827 unvested restricted shares, which were issued at prices ranging from $7.48 - $52.55, during the years ended September 30, 2014, 2013, 2012, 2011, 2010, and 2008, of which 341,137 have been included in the calculation of diluted income per share for the year ended September 30, 2014. The Company had 2,367,187 unvested restricted shares, which were issued at prices ranging from $7.48 - $52.55, during the years ended September 30, 2015, 2014, 2013, 2012, 2011, 2010, and 2008, of which 795,923 have been included in the calculation of diluted income per share for the year ended September 30, 2015. The Company has also not included the following stock options in the calculation of diluted income per share because the option exercise prices were greater than the average market prices for the applicable periods:

(a) for the fiscal year ended September 30, 2015 - 1,256,345 options;

(b) for the fiscal year ended September 30, 2014 - 836,303 options; and

The following summarizes the potential outstanding common stock of the Company as of the dates set forth below:

	September 30,
	2015			2014		2013
	(amounts in thousands except per share and share data)
Weighted average shares calculation:
Basic weighted average shares outstanding		29,987,985			31,243,932		31,616,926
Treasury stock effect of options and restricted stock		—			151,369		1,040,310

Diluted weighted average common shares outstanding		29,987,985			31,395,301		32,657,236


Net (loss) income	$	(104,815	)	$	30,390	$	41,104


Basic (loss) earnings per common share	$	(3.50	)	$	0.97	$	1.30


Diluted (loss) earnings per common share	$	(3.50	)	$	0.97	$	1.26

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued a new standard that will change the way the Company recognizes revenue and significantly expand the disclosure requirements for revenue arrangements. In July 2015, the FASB delayed the effective date of the new standard such that the new standard will be effective for the Company beginning on October 1, 2018, and may be adopted either retrospectively or on a modified retrospective basis whereby the new standard would be applied to new and existing arrangements with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to retained earnings at the effective date for existing arrangements with remaining performance obligations. The Company is currently evaluating the methods of adoption allowed by the new standard and the effect that adoption of the standard is expected to have on the consolidated financial statements and related disclosures. As a result, the Company's evaluation of the effect of the new standard will likely extend over several future periods.

In April 2014, FASB issued Accounting Standards Update ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations. The amendments in this update also require expanded disclosures for discontinued operations. In addition, for individually significant components of an entity that does not qualify for discontinued operations reporting, the Update requires the entity to disclose the pretax profit or loss of the component. Publicly-traded entities are required to prospectively apply this guidance for all disposals (or classifications as held for sale) of components that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company has evaluated and early adopted the new standard for purposes of reporting the disposal of Jacobs Trading Company pursuant to a purchase and sale agreement on September 22, 2015.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which amends existing guidance by requiring that additional information be disclosed about items reclassified out of accumulated other comprehensive income. The additional information includes separately stating the total change for each component of other comprehensive income and separately disclosing both current-period other comprehensive income and reclassification adjustments. Entities are also required to present, either on the face of the income statement or in the note to the financial statements, significant amounts reclassified out of accumulated other comprehensive income as separate line items of net income but only if the entire amount reclassified must be reclassified to net income in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity must cross-reference to other disclosures that provide additional detail about those amounts. ASU 2013-02 was effective for interim and annual periods beginning after December 15, 2013, which for the Company was its fiscal 2014 first quarter. The adoption of this update did not have a material impact on its financial statements.

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References+ Details

Significant Contracts	12 Months Ended
Significant Contracts	Sep. 30, 2015
Significant Contracts
Significant Contracts	3. Significant Contracts DLA Disposition Services The Company has a Surplus Contract with the DLA Disposition Services in which the base term expired in February 2012 with two one year renewal options. The DoD has exercised both renewal options. In January 2014, the DoD awarded the Company with a follow-on contract to extend the terms of the Surplus Contract for a base term of ten months with two one-month renewal option periods. On December 3, 2014, the DoD exercised the two one-month renewal option periods. In February 2015, the DoD awarded the Company a second follow-on contract to the second Surplus Contract for a base term of six months with three 30-day additional option periods. The DoD has exercised all three 30-day renewal option periods. On November 13, 2015, the DLA Disposition Services notified the Company that they were amending the current Surplus Contract to extend the wind-down period by an additional ten months to allow for the continued processing of usable non-rolling stock surplus property. All other terms, including pricing, remain consistent with the current Surplus Contract. Under the current Surplus Contract, the Company is required to purchase all usable surplus property offered to the Company by the Department of Defense at a fixed percentage equal to 1.8% of the DoD's original acquisition value (OAV). The Company retains 100% of the profits from the resale of the property and bears all of the costs for the merchandising and sale of the property. Included in Accrued expenses and other current liabilities in the Consolidated Balance Sheet, the Company has a liability to the DoD of approximately $2,026,000 and $19,545,000 for inventory as of September 30, 2015 and 2014, respectively. The Surplus Contract contains a provision providing for a mutual termination of the contract for convenience. As a result of the current Surplus Contract, the Company is the sole remarketer of all DoD surplus turned into the DLA Disposition Services available for sale within the United States, Puerto Rico, and Guam. Revenue from the current Surplus Contract accounted for 27.7%, 26.8%, and 24.7% of our consolidated revenue for the fiscal years ended September 30, 2013, 2014, and 2015, respectively. The DoD, in accordance with the award of the next Surplus Contract, split the contract into a rolling stock and a non-rolling stock contract, with bidding on these two surplus contracts held on April 1 and 2, 2014. On April 1, 2014, the Company was the high bidder for the non-rolling stock surplus contract with a bid equal to 4.35% of the DoD's OAV. The non-rolling stock surplus contract has a base term of two years with four one-year renewal options. Following the bidding event on April 2, 2014 for the DoD rolling stock contract, the Company withdrew from the live auction bidding for this contract. Bidding had reached a level that the Company determined would be economically unsustainable under the terms of the new contract, jeopardizing the high level of service the Company has historically provided the agency client. The price the Company will pay for inventory under the new non-rolling stock contract is expected to increase from 1.8% to 4.35% of OAV, resulting in significantly higher Cost of Goods Sold (COGS) in fiscal year 2016 and beyond. This Surplus Contract became effective November 14, 2015. The Company has a Scrap Contract with the DLA Disposition Services in which the base term expired in June 2012 with three one year renewal options. The DoD has exercised all three renewal options. Under the terms of the Scrap Contract, the Company is required to purchase all scrap government property referred to it by the DLA Disposition Services. The Company distributes to the DLA Disposition Services 77% of the profits realized from the ultimate sale of the inventory, after deduction for allowable expenses, as provided for under the terms of the contract. The Contract also has a performance incentive that allows it to receive up to an additional 2% of the profit sharing distribution. This incentive is measured annually on June 30th, and is applied to the prior 12 months. The Company earned a performance incentive for the years ended September 30, 2015, 2014 and 2013 of approximately $1,123,000, $1,326,000, and $1,265,000, respectively. Effective June 9, 2015, modifications were made to the principal terms of the Scrap Contract including that (i) contract pricing will be adjusted to reflect a 65% profit sharing distribution to the DLA Disposition Services; (ii) DLA Disposition Services may elect to terminate portions of the Scrap Contract by location with a 90-day notification required; and (iii) DLA Disposition Services may elect to terminate portions of the Scrap Contract by certain commodity categories with a 60-day notification required; provided that no such termination shall be effective sooner than October 8, 2015. The modifications to the Scrap Contract included the elimination of the small business performance incentive. For the years ended September 30, 2015, 2014 and 2013, profit-sharing distributions to the DLA Disposition Services under the Scrap Contract were $28,093,000, $34,935,000, and $35,944,000, including accrued amounts, as of September 30, 2015, 2014, and 2013, of $2,509,000, $4,740,000, and $4,315,000, respectively. The Scrap Contract may be terminated by either the Company or the DLA Disposition Services if the rate of return performance ratio does not exceed specified benchmark ratios for two consecutive quarterly periods and the preceding twelve months. The Company has performed in excess of the benchmark ratios throughout the contract period through September 30, 2015. As a result of the Scrap Contract, the Company is the sole remarketer of all U.S. Department of Defense scrap turned into the DLA Disposition Services available for sale within the United States, Puerto Rico, and Guam. Revenue from the Scrap Contract accounted for 13.5%, 14.4%, and 15.3% of our consolidated revenue for the fiscal years ended September 30, 2013, 2014, and 2015, respectively.

- Definition

The entire disclosure for long-term contracts or programs.

+ References+ Details

Acquisitions

12 Months Ended

Sep. 30, 2015

Acquisitions

Acquisitions

4. Acquisitions

National Electronic Service Association (NESA)

On November 1, 2012, the Company acquired the assets and assumed liabilities of National Electronic Service Association (NESA) in an all cash transaction. The acquisition price included an upfront cash payment of approximately $18.3 million and an earn-out payment. Under the terms of the agreement, the earn-out is based on EBITDA earned by NESA during the 36-48 months after closing. EBITDA growth used in the calculation is capped at 20% of prior period. The Company's estimate for the total payout ranged from zero to a maximum of $37.7 million. The Company's estimate of the fair value of the earn-out as of the date of acquisition was $18.0 million. Based upon revised projections, the Company determined that the fair value of the earn-out as of June 30, 2014 was zero and reversed the liability of $18.6 million with a corresponding reduction (credit) in the Acquisition Costs line in the Consolidated Statement of Operations for the year ended September 30, 2014. The Company continues to believe the fair value of the earn-out is zero as of September 30, 2015. NESA is a Canadian provider of returns management, refurbishment and reverse logistics services for high-value consumer products. NESA provides expertise and focused services to Fortune 1000 companies in the management of Consumer Electronics, Telecommunications, and Information Technology products.

Under the acquisition method of accounting, the total estimated purchase price is allocated to NESA's net tangible and intangible assets acquired based on their estimated fair values as of November 1, 2012. Based on management's valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, the purchase price was allocated as follows:

	Consideration Amount
	(in thousands)
Cash	$	3,760
Goodwill		27,009
Vendor contract intangible asset		3,936
Covenants not to compete		1,400
Other intangible asset		225
Property and equipment		234
Accrued liabilities		(204	)

Total consideration	$	36,360

Goodwill was created as part of the acquisition as the Company acquired an experienced and knowledgeable workforce, 75% of which is expected to be tax deductible as a result of the asset purchase structure of the transaction. The amount of revenue from NESA since the acquisition date and related supplemental pro forma information is not significant and it is impracticable for us to determine the amount of earnings for NESA.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4922-128472

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4926-128472

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4934-128472

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1383-128463

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1486-128463

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1497-128463

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1490-128463

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 30

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=56956791&loc=d3e4845-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1500-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 805

-SubTopic 10

-Section 50

-Paragraph 7

-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1524-128463

+ Details

Property and Equipment

12 Months Ended

Sep. 30, 2015

Property and Equipment

Property and Equipment

5. Property and Equipment

Property and equipment, including equipment under capital lease obligations, consists of the following:

	September 30,
	2015			2014
	(in thousands)
Computers and purchased software	$	24,565		$	23,185
Office/Operational equipment		6,922			6,502
Furniture and fixtures		1,260			1,467
Vehicles		1,015			1,006
Leasehold improvements		5,301			4,729
Building		1,849			—
Land		754			—

		41,666			36,889
Less: Accumulated depreciation and amortization		(28,310	)		(24,606	)

	$	13,356		$	12,283

Depreciation and amortization expense related to property and equipment for the years ended September 30, 2015, 2014 and 2013 was $6,130,000, $5,623,000, and $5,696,000, respectively.

- Definition

The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.

+ References+ Details

Goodwill

12 Months Ended

Sep. 30, 2015

Goodwill.

Goodwill

6. Goodwill

The goodwill of acquired companies is primarily related to the acquisition of an experienced and knowledgeable workforce. As of December 31, 2014, the Company identified indicators of impairment and as a result performed an impairment test which resulted in an impairment of $85.1 million. As part of the Company's annual impairment test, the Company identified indicators of impairment and as a result performed an impairment test and concluded as part of the step one test that the carrying values of both of the Company's two reporting units exceeded their estimated fair values. As a result of the step two test, the Company recorded an impairment charge of $51.2 million during the fourth quarter of fiscal year 2015. The Company performed the step two test using the discounted cash flow method. The following summarizes our goodwill activity for the periods indicated:

	Goodwill
	(in thousands)
Balance at September 30, 2013	$	211,711
Translation adjustments		(2,055	)

Balance at September 30, 2014		209,656
Impairment charge		(136,248	)
Business dispostion		(6,733	)
Translation adjustments		(2,602	)

Balance at September 30, 2015	$	64,073

Goodwill impairment losses as of September 30, 2015, were $136.2 million and were the result of the termination of the Wal-Mart Agreement, cessation of operations of NESA, and decline in market capitalization.

Intangible Assets

12 Months Ended

Sep. 30, 2015

Intangible Assets

Intangible Assets

7. Intangible Assets

Intangible assets at September 30, 2015 and September 30, 2014 consisted of the following:

			September 30, 2015							September 30, 2014
	Useful Life (in years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(dollars in thousands)
Contract intangibles		10	$	1,500	$	—		$	1,500	$	33,300	$	(21,796	)	$	11,504
Brand and technology		3 - 5		5,749		(3,926	)		1,823		5,947		(2,852	)		3,095
Covenants not to compete		3 - 5		700		(433	)		267		4,330		(2,245	)		2,085
Patent and trademarks		3 - 10		792		(331	)		461		672		(257	)		415

Total intangible assets, net								$	4,051						$	17,099

Future expected amortization of intangible assets at September 30, 2015 was as follows:

Years ending September 30,	Amortization
	(in thousands)
2016	$	1,440
2017		1,070
2018		284
2019		203
2020 and after		1,054

Total	$	4,051

Amortization expense related to intangible assets for the years ended September 30, 2015, 2014 and 2013 was $3,105,000, $10,972,000, and $11,678,000, respectively.

Debt	12 Months Ended
Debt	Sep. 30, 2015
Debt
Debt	8. Debt Senior Credit Facility In 2010, the Company entered into a senior credit facility (the Agreement) with a bank, which provides for borrowings up to $75.0 million, as amended. On May 1, 2015, the Company amended this credit facility extending the term to May 31, 2018. Borrowings under the Agreement bear interest at an annual rate equal to the 30 day LIBOR rate plus 1.25% (1.451% at September 30, 2015) due monthly. As of September 30, 2015, the Company had no outstanding borrowings under the Agreement, and the Company's borrowing availability was $37.5 million, of which the Company has used $13.9 million for issued letters of credit. Borrowings under the Agreement are secured by substantially all of the assets of the Company. The Agreement contains certain financial and non-financial restrictive covenants including, among others, the requirements to maintain a minimum level of earnings before interest, income taxes, depreciation and amortization (EBITDA) and a minimum debt coverage ratio. As of September 30, 2015, the Company was in compliance with these covenants.

Commitments

12 Months Ended

Sep. 30, 2015

Commitments

Commitments

9. Commitments

Leases

The Company leases certain office space and equipment under non-cancelable operating lease agreements, which expire at various dates through 2021. Certain of the leases contain escalation clauses and provide for the pass-through of increases in operating expenses and real estate taxes. Rent related to leases that have escalation clauses is recognized on a straight-line basis. Resulting deferred rent charges are included in other long-term liabilities and were $1,151,000 and $1,113,000, at September 30, 2015 and 2014, respectively. Future minimum payments under the leases as of September 30, 2015 are as follows:

Years ending September 30,	Operating Lease Payments
	(in thousands)
2016	$	9,087
2017		7,086
2018		5,508
2019		3,735
2020		1,578
2021		982

Total future minimum lease payments	$	27,976

Rent expense for the years ended September 30, 2015, 2014 and 2013 was $12,528,000, $12,099,000, and $11,236,000, respectively.

- Definition

The entire disclosure for lessee entity's leasing arrangements including, but not limited to, all of the following: (a.) The basis on which contingent rental payments are determined, (b.) The existence and terms of renewal or purchase options and escalation clauses, (c.) Restrictions imposed by lease agreements, such as those concerning dividends, additional debt, and further leasing.

+ References+ Details

Income Taxes

12 Months Ended

Sep. 30, 2015

Income Taxes

Income Taxes

11. Income Taxes

The components of the provision for income taxes of continuing operations are as follows:

	Year ended September 30,
	2015			2014			2013
	(in thousands)
Current tax provision:
U.S. Federal	$	(32,116	)	$	14,328		$	27,611
State		(1,375	)		2,613			5,035
Foreign		203			1,888			1,757

		(33,288	)		18,829			34,403
Deferred tax (benefit) expense:
U.S. Federal		326			(2,886	)		(6,012	)
State		(4,422	)		(526	)		(1,096	)
Foreign		(2,187	)		4,240			256

		(6,283	)		828			(6,852	)

Total provision	$	(39,571	)	$	19,657		$	27,551

Deferred taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

	September 30,
	2015			2014
	(in thousands)
Deferred tax assets:
Net operating losses—Foreign	$	8,586		$	6,426
Net operating losses—US		11,208			1,674
Accrued vacation and bonus		4,251			2,040
Inventory capitalization		2,817			7,328
Inventory reserves		299			105
Allowance for doubtful accounts		83			291
Stock compensation expense		7,135			10,259
Amortization of intangibles		2,808			9,071
Pension liability		—			790
Other		530			273

Total deferred tax assets before valuation allowance		37,717			38,257
Less: valuation allowance		(8,474	)		(7,216	)

Net deferred tax assets		29,243			31,041
Deferred tax liabilities:
Amortization of goodwill		14,760			16,022
Depreciation		472			754
Pension liability		112			—

Total deferred tax liabilities	$	15,344		$	16,776

Net deferred taxes	$	13,899		$	14,265

The net current deferred tax asset of approximately $10,059,000, and $12,321,000 is recorded in prepaid and deferred taxes on the consolidated balance sheet as of September 30, 2015 and 2014, respectively. The net non-current deferred tax asset of approximately $5,871,000 and $6,160,000 is recorded in deferred tax assets and other assets on the consolidated balance sheet as of September 30, 2015 and 2014 respectively. The net non-current deferred tax liability of approximately $2,031,000 and $4,217,000 is recorded in other liabilities on the consolidated balance sheet as of September 30, 2015 and 2014 respectively.

The reconciliation of the U.S. federal statutory rate to the effective rate for continuing operations is as follows:

	Year ended September 30,
	2015			2014			2013
U.S. statutory rate		35.0	%		35.0	%		35.0	%
Permanent items		(6.3	)		0.5			0.6
State taxes		2.6			2.7			3.9
Net foreign rate differential		(3.0	)		(2.5	)		(0.7	)
Change in valuation allowance		(0.9	)		3.6			1.3

Provision for income taxes		27.4	%		39.3	%		40.1	%

At September 30, 2015 and 2014, the Company had deferred tax assets related to available foreign net operating loss (NOL) carryforwards of approximately $8,586,000 and $6,426,000, respectively. All but approximately $455,000 of our foreign NOLs maintain an indefinite carry forward life. The NOLs with limited carryforward periods will expire beginning in 2017 through 2035. Due to historic losses of those foreign entities, the Company does not believe that it is more likely than not that the related deferred tax assets will be realized and a full valuation allowance has been recorded. In addition, the Company also recorded a deferred tax asset of $9,534,000 related to NOL carryforwards related to its loss from its sale of the Jacobs Trading business. These NOL carryforwards expire in 2035. The Company will adjust these NOL carryforwards and the related valuation allowance as the related tax returns are filed. The Company has incurred a current U.S. tax loss of approximately $112,085,000 of which $91,759,000 will be carried back to 2013 and 2014 to recover approximately $32,115,000 and $1,376,000 of federal and state taxes respectively.

The Company has not recorded a provision for deferred U.S. tax expense on the undistributed earnings of foreign subsidiaries since the Company intends to indefinitely reinvest the earnings of these foreign subsidiaries outside the U.S. The amount of such undistributed foreign earnings was approximately $12.0 million as of September 30, 2015. As of September 30, 2015 and 2014, approximately $23.6 million and $9.3 million, respectively, of cash and cash equivalents was held overseas and not available to fund domestic operations without incurring taxes upon repatriation.

The Company applies the authoritative guidance related to uncertainty in income taxes. The Company has concluded that there were no uncertain tax positions identified during its analysis. The Company's policy is to recognize interest and penalties in the period in which they occur in the income tax provision. 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 U.K. Currently, the Company is subject to income tax examinations for fiscal years 2012, 2013, and 2014. The Company anticipates no material tax liability to arise from these examinations. The statute of limitations for years prior to fiscal 2012 is now closed. However, certain tax attribute carryforwards that were generated prior to fiscal 2012 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+ Details

Stockholders' Equity

12 Months Ended

Sep. 30, 2015

Stockholders' Equity

Stockholders' Equity

12. Stockholders' Equity

2006 Omnibus Long-Term Incentive Plan

In conjunction with the Company's initial public offering, the board of directors and the Company's stockholders approved the 2006 Omnibus Long-Term Incentive Plan, or the 2006 Plan, on December 2, 2005. The 2005 Stock Option and Incentive Plan was terminated when the 2006 Plan became effective, immediately after the closing of the initial public offering.

A portion of the options and restricted shares granted to employees vest based on certain performance conditions being satisfied by the Company. Performance-based stock options are tied to the Company's annual performance against pre-established internal targets and the actual payout under these awards may vary from zero to 100% of an employee's target payout, based upon the Company's actual performance during the previous twelve months. The performance-based stock options are also subject to vesting requirements and generally vest when the performance condition has been satisfied. The fair value for stock options granted during the period was estimated at the grant date using the Black-Scholes option pricing model, as described in Note 2, and the fair value of restricted shares granted is based on the closing price of the shares on the grant date. Compensation cost is recognized when the performance condition has been satisfied or when it becomes probable that the performance condition will be satisfied.

Under the 2006 Plan, as amended, 10,000,000 shares were available for issuance. At September 30, 2009, there were 5,189,996 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During fiscal year 2010, the Company granted options to purchase 624,566 shares to employees and directors with exercise prices between $9.05 and $13.96, and options to purchase 75,467 shares were forfeited. During fiscal year 2010, the Company granted 699,410 restricted shares to employees and directors at prices ranging from $9.05 to $13.96, and 45,026 restricted shares were forfeited. At September 30, 2010, there were 3,986,513 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During fiscal year 2011, the Company granted options to purchase 321,072 shares to employees and directors with exercise prices between $14.30 and $17.02, and options to purchase 73,591 shares were forfeited. During fiscal year 2011, the Company granted 736,340 restricted shares to employees and directors at prices ranging from $12.88 to $25.52, and 150,112 restricted shares were forfeited. During fiscal year 2012, the Company granted options to purchase 181,783 shares to employees and directors with exercise prices between $31.37 and $42.31, and options to purchase 78,148 shares were forfeited. During fiscal year 2012, the Company granted 633,647 restricted shares to employees and directors at prices ranging from $31.37 to $52.55, and 138,052 restricted shares were forfeited. During the twelve months ended September 30, 2012, the Company issued 100,000 restricted shares to a non-employee that vest based on performance conditions. During fiscal year 2013, the Company granted options to purchase 171,994 shares to employees and directors with exercise prices between $29.47 and $46.72, and options to purchase 32,244 shares were forfeited. During fiscal year 2013, the Company granted 997,857 restricted shares to employees and directors at prices ranging from $29.47 to $42.47, and 403,083 restricted shares were forfeited. During the twelve months ended September 30, 2013, the Company issued 335,000 restricted shares and cancelled 281,500 restricted shares to a non-employee that vest based on performance conditions. During fiscal year 2014, the Company granted options to purchase 437,755 shares to employees and directors with exercise prices between $21.53 and $31.37, and options to purchase 181,094 shares were forfeited. During fiscal year 2014, the Company granted 1,040,748 restricted shares to employees and directors at prices ranging from $13.11 to $38.09, and 250,586 restricted shares were forfeited. In February 2015, at the Company's annual meeting of stockholders, the stockholders approved an amendment to the Plan which provided for an increase of 3,000,000 shares of the Company's common stock to the shares available for issuance under the 2006 Plan and established a fungible share pool so that grants of awards other than options or stock appreciation rights after January 9, 2015, would be counted as 1.5 shares from the reserve. During fiscal year 2015, the Company granted options to purchase 310,177 shares to employees and directors with exercise prices between $9.35 and $10.41, and options to purchase 288,572 shares were forfeited. During fiscal year 2015, the Company granted 1,298,604 restricted shares to employees and directors at prices ranging from $9.35 to $12.57, and 486,040 restricted shares were forfeited. At September 30, 2015, there were 2,364,472 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During the fiscal year ended September 30, 2015, the Company issued 737,972 cash-settled stock appreciation rights, at the price of $9.35, and 59,156 cash-settled stock appreciation rights were forfeited. Stock appreciation rights are recorded as liability awards. The maximum number of shares subject to options or stock appreciation rights that can be awarded under the 2006 Plan to any person is 1,000,000 per year. The maximum number of shares that can be awarded under the 2006 Plan to any person, other than pursuant to an option or stock appreciation right, is 700,000 per year. These shares and options generally vest over a period of one to four years conditioned on continued employment for the incentive period.

The 2006 Plan permits the granting of options to purchase shares of common stock intended to qualify as incentive stock options under the Internal Revenue Code and stock options that do not qualify as incentive stock options ("non-qualified stock options"). The exercise price of each stock option may not be less than 100% of the fair market value of the common stock on the date of grant. However, if a grant recipient, who holds at least 10% of the common stock of the Company, receives an incentive stock option, the exercise price of such incentive stock option may not be less than 110% of the fair market value of the common stock on the date of grant. The term of each stock option is fixed by the compensation committee and may not exceed 10 years from the date of grant.

The compensation committee may also award under the 2006 Plan:


	•	restricted stock, which are shares of common stock subject to restrictions;
	•	stock units, which are common stock units subject to restrictions;
	•	dividend equivalent rights, which are rights entitling the recipient to receive credits for dividends that would be paid if the recipient had held a specified number of shares of common stock;
	•	stock appreciation rights, which are rights to receive a number of shares or, in the discretion of the compensation committee and subject to applicable law, an amount in cash or a combination of shares and cash, based on the increase in the fair market value of the shares underlying the right during a stated period specified by the compensation committee;
	•	unrestricted stock, which are shares of common stock granted without restrictions as a bonus; and
	•	performance and annual incentive awards, ultimately payable in common stock or cash, as determined by the compensation committee (the compensation committee may grant multi-year and annual incentive awards subject to achievement of specified goals tied to business criteria set forth in the 2006 Plan).

Share Repurchase Program

The Company's Board of Directors has approved the repurchase of up to $101.9 million in shares under a share repurchase program. Under the program, the Company is authorized to repurchase the issued and outstanding shares of common stock. 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 the Company's available cash. The Company's Board of Directors reviews the share repurchase program periodically, the last such review having occurred in February 2014. A summary of the Company's share repurchase activity from fiscal year 2009 to the year ended September 30, 2015 is as follows:

Fiscal Year Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Cash Paid for Shares Purchased		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
2009		707,462	$	5.50	$	3,874,000	$	6,126,000
2010		1,225,019	$	11.53		14,471,000		1,655,000
2011		229,575	$	15.39		3,541,000		18,114,000
2012		505,067	$	59.41		30,000,000		18,114,000
2013		—		—		—		31,000,000
2014		2,962,978	$	15.90		44,873,000		5,127,000
2015		—		—		—	$	5,127,000


(1)	On December 2, 2008, the Company's Board of Directors approved a share repurchase program, under which the Company was authorized to repurchase up to $10.0 million of the issued and outstanding shares of Company common stock. On each of February 2, 2010, November 30, 2010 and May 31, 2011, the Company's Board of Directors approved an additional $10.0 million for the share repurchase program. On May 17, 2012, the Company's Board of Directors approved an additional $30.0 million for the share repurchase program. On December 12, 2013, the Company's Board of Directors approved an additional approximately $12.9 million for the share repurchase program. On February 5, 2014, the Company's Board of Directors approved an additional $19.0 million for the share repurchase program.

Stock Option Activity

A summary of the Company's stock option activity for the years ended September 30, 2015, 2014, and 2013 is as follows:

	Options			Weighted- Average Exercise Price
Options outstanding at September 30, 2012		1,675,795		$	13.84
Options granted		171,994			35.76
Options exercised		(223,139	)		11.35
Options canceled		(32,244	)		18.67

Options outstanding at September 30, 2013		1,592,406			16.46
Options granted		437,755			22.41
Options exercised		(383,160	)		10.83
Options canceled		(181,094	)		18.14

Options outstanding at September 30, 2014		1,465,907			19.50
Options granted		310,177			9.92
Options exercised		(14,869	)		7.09
Options canceled		(288,572	)		20.26

Options outstanding at September 30, 2015		1,472,643			17.46


Options exercisable at September 30, 2015		946,434			18.23

The following table summarizes information about options outstanding at September 30, 2015:

	Options Outstanding
Range of Exercise Price	Number Outstanding		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price
$5.53 - $7.48		66,280		3.26	$	7.44
$8.40 - $46.72		1,406,363		6.16	$	17.93

The following table summarizes information about options exercisable at September 30, 2015:

	Options Exercisable
Range of Exercise Price	Number Exercisable		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price
$5.53 - $46.72		946,434		4.23	$	18.23

The following table summarizes information about assumptions used in valuing options granted:

	Year ended September 30
	2015		2014		2013
Dividend yield		—		—		—
Expected volatility		71.9% - 77.9%		50.9%		51.8% - 60.6%
Risk-free interest rate		0.26% - 1.4%		0.1% - 1.2%		0.1% - 1.0%
Expected forfeiture rate		22.2% - 22.8%		22.8%		19.7%

The intrinsic value of outstanding and exercisable options at September 30, 2015 was approximately $2,000 and $2,000, respectively, based on a stock price of $7.39 on September 30, 2015.

The weighted average grant date fair value of options granted during 2015, 2014, and 2013 was $4.89, $7.89, and $12.98, respectively.

The intrinsic value of options exercised at September 30, 2015, 2014, and 2013 was approximately $4,000, $1,119,000, and $4,943,000, respectively.

Restricted Share Activity

A summary of the Company's restricted share activity for the years ended September 30, 2015, 2014, and 2013 is as follows:

	Restricted Shares			Weighted- Average Fair Value
Unvested restricted shares at September 30, 2012		1,399,609		$	22.51
Restricted shares granted		997,857			36.97
Restricted shares vested		(450,514	)		21.18
Restricted shares canceled		(403,083	)		35.39

Unvested restricted shares at September 30, 2013		1,543,869			28.89
Restricted shares granted		1,040,748			18.78
Restricted shares vested		(436,204	)		24.72
Restricted shares canceled		(250,586	)		23.87

Unvested restricted shares at September 30, 2014		1,897,827			24.96
Restricted shares granted		1,298,604			10.04
Restricted shares vested		(343,204	)		27.50
Restricted shares canceled		(486,040	)		26.54

Unvested restricted shares at September 30, 2015		2,367,187			16.08

For the years ended September 30, 2015, 2014 and 2013 the Company recorded stock-based compensation of $12,405,000, $12,605,000, and $13,379,000, respectively. The total costs related to unvested awards, not yet recognized, as of September 30, 2015 was $28,666,000, which will be recognized over the weighted average vesting period of 20.3 months.

Fair Value Measurement

12 Months Ended

Sep. 30, 2015

Fair Value Measurement

Fair Value Measurement

13. Fair Value Measurement

The Company measures and records in the accompanying consolidated financial statements certain 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.

As of September 30, 2015 and 2014, the Company had no Level 1 or Level 2 assets or liabilities measured at fair value. As of September 30, 2013, the Company's liability for an earn-out related to the NESA acquisition of $18,390,000 is the only liability measured at fair value on a recurring basis and classified as Level 3 within the fair value hierarchy. Based upon revised projections and as a result of unfavorable developments in the business, the Company determined that the fair value of the earn-out relates to the NESA acquisition as of June 30, 2014 was zero and reversed the liability of $18.6 million. The Company continues to believe that the fair value of the earn-out related to the NESA acquisition is zero as of September 30, 2015. The changes in liabilities measured at fair value for which the Company has used Level 3 inputs to determine fair value for the year ended September 30, 2015 are as follows ($ in thousands):

	Level 3 Liabilities
Balance at September 30, 2013	$	18,390
Acquisition contingent consideration		—
Settlements		—
Change in fair value of contingent consideration		(18,390	)

Balance at September 30, 2014		—
Acquisition contingent consideration		—
Settlements		—
Change in fair value of contingent consideration		—

Balance at September 30, 2015	$	—

When valuing its Level 3 liabilities, the Company gives consideration to operating results, financial condition, economic and/or market events, and other pertinent information that would impact its estimate of the expected earn-out payment. The valuation procedures are primarily based on management's projection of EBITDA for the acquired businesses and applying a discount to the expected earn out payments to estimate fair value. Discount rates range from 2.0% to 6.0% and are based on the Company's cost of borrowing. Given the short-term nature of the earn-out periods, changes in the discount rate are not expected to have a material impact on the fair value of these liabilities. Because of the inherent uncertainty, this estimated value may differ significantly from the value that would have been used had a ready market for the liability existed, and it is reasonably possible that the difference could be material. Changes in fair value of the Company's Level 3 liabilities are recorded in Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets in the Consolidated Statements of Operations.

The Company's financial assets not measured at fair value are cash and cash equivalents (which includes cash and commercial paper with original maturities of less than 90 days). The Company believes the carrying value approximates fair value due to the short term maturity of these instruments.

- 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

12 Months Ended

Sep. 30, 2015

Defined Benefit Pension Plan

Defined Benefit Pension Plan

14. Defined Benefit Pension Plan

Certain employees of GoIndustry, which the Company acquired in July 2012, are covered by a qualified defined benefit pension plan.

The Company recognizes the funded status of its postretirement benefit plans, with a corresponding noncash adjustment to accumulated other comprehensive loss, net of tax, in stockholders' equity. The funded status is measured as the difference between the fair value of the plan's assets and the benefit obligation of the plan.

The net periodic benefit cost recognized for the years ended September 30, 2015, 2014 and 2013, included the following components: