Liquidity Services, Inc. Announces Third Quarter Fiscal Year 2013 Financial Results

– Third quarter revenue of $124.2 million up 2% – Gross Merchandise
Volume (GMV) of $230.3 million up 2% – Adjusted Earnings Before
Interest, Taxes, Depreciation and Amortization (EBITDA) of $26.4 million
down 21% – Adjusted EPS of $0.44 down 21%

WASHINGTON–(BUSINESS WIRE)–Aug. 6, 2013–
Liquidity Services, Inc. (NASDAQ: LQDT; www.liquidityservicesinc.com)
today reported its financial results for its third quarter of fiscal
year 2013 (Q3-13) ended June 30, 2013. Liquidity Services, Inc. provides
business and government clients and buying customers transparent,
innovative and effective online marketplaces and integrated services for
surplus assets.

Liquidity Services, Inc. (Liquidity Services or the Company) reported
consolidated Q3-13 revenue of $124.2 million, an increase of
approximately 2% from the prior year’s comparable period. Adjusted
EBITDA, which excludes stock based compensation and acquisition costs
including changes in acquisition earn out payment estimates, for Q3-13
was $26.4 million, a decrease of approximately 21% from the prior year’s
comparable period. Q3-13 GMV, the total sales volume of all merchandise
sold through the Company’s marketplaces, was $230.3 million, an increase
of approximately 2% from the prior year’s comparable period.

Net income in Q3-13 was $11.3 million or $0.35 diluted earnings per
share. Adjusted net income, which excludes stock based compensation,
acquisition costs including changes in acquisition earn out payment
estimates and amortization of contract-related intangible assets
associated with the Jacobs Trading acquisition – net of tax, in Q3-13
was $14.3 million or $0.44 adjusted diluted earnings per share based on
32.5 million fully diluted shares outstanding, a decrease of
approximately 24% and 21%, respectively, from the prior year’s
comparable period.

“Q3-FY13 results were in line with our pre-announced guidance range. We
continue to make important investments in our sales and marketing
organization to expand awareness of Liquidity Services as the trusted
provider of choice in our industry which will drive our future growth.
We have made good progress with the integration of our GoIndustry
acquisition, which is now operating at near breakeven. Overall margins
in our business remain strong as adjusted EBITDA margins increased to
11.5% in the third quarter from 11.3% in the second quarter primarily as
a result of sharper focus and streamlined operations,” said Bill
Angrick, Chairman and CEO of Liquidity Services. “Our year-over-year
results were impacted by delays in new programs, weaker volumes and
pricing in the consumer electronics category and the continued
repositioning of our GoIndustry marketplace to focus on the key global
Fortune 1000 relationships that we expect will drive sustained
profitable growth in this business.”

“We remain focused on executing our long term growth strategy to achieve
$2 billion in GMV by fiscal year 2016. Fundamentally, we are confident
in our competitive position and our ability to achieve attractive
organic growth over the next several years driven by our strong client
service and continued investments in innovation. However, in the short
term, results have been less predictable and pressured due to
significant integration efforts and the timing of new large commercial
programs coming on line,” continued Angrick.

Business Outlook

While general economic conditions have improved, our overall outlook
remains cautious due to the volatility in the macro environment. The
retail vertical of our business has seen significant changes in consumer
spending habits in certain categories, such as electronics, which has
been affected by increases in payroll taxes, continued high
unemployment, and reduced innovation in the sector resulting in
decreased spending. Additionally, we plan to further invest in our
technology infrastructure and innovation for our proprietary e-commerce
marketplaces to support further expansion and integration of our
existing and recently acquired businesses. In the longer term, we expect
our business to continue to benefit from the following trends: (i) as
consumers trade down and seek greater value, we anticipate stronger
buyer demand for the surplus merchandise sold in our marketplaces, (ii)
as corporations and public sector agencies focus on reducing costs,
improving transparency and working capital flows by outsourcing reverse
supply chain activities, we expect our seller base to increase, and
(iii) as corporations and public sector agencies increasingly prefer
service providers with a proven track record, innovative technology
solutions and demonstrated financial strength, we expect our seller base
to increase.

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

(i)				stable commodity prices in our scrap business;
(ii)				stable average sales prices realized in our capital assets marketplaces;
(iii)				improved margins in our GoIndustry marketplace as we continue to integrate the acquisition and complete our restructuring plans;
(iv)				continued lower than prior year product flows from existing client programs in our retail goods marketplaces, particularly in our consumer electronics vertical;
(v)				an effective income tax rate of 40%; and
(vi)				improved operations and service levels in our retail goods marketplaces.

Our Scrap Contract with the Department of Defense (DoD) includes an
incentive feature, which can increase the amount of profit sharing
distribution we receive from 23% up to 25%. Payments under this
incentive feature are based on the amount of scrap we sell for the DoD
to small businesses during the preceding 12 months as of June 30^th
of each year. We are eligible to receive this incentive in each year of
the term of the Scrap Contract. We earned approximately $1,265,000 under
this incentive feature for the 12 months ended June 30, 2013, and we
recorded this amount in the quarter ended June 30, 2013.

GMV – We expect GMV for fiscal year 2013 to
range from $925 million to $950 million. We expect GMV for Q4-13 to
range from $200 million to $225 million.

Adjusted EBITDA – We expect Adjusted EBITDA
for fiscal year 2013 to range from $104 million to $106 million. We
expect Adjusted EBITDA for Q4-13 to range from $24.0 million to $26.0
million.

Adjusted Diluted EPS – We estimate Adjusted
Earnings Per Diluted Share for fiscal year 2013 to range from $1.72 to
$1.76. In Q4-13, we estimate Adjusted Earnings Per Diluted Share to be
$0.39 to $0.43. This guidance assumes that we have an average fully
diluted number of shares outstanding for the year of 32.7 million, and
that we will not repurchase shares with the approximately $18.1 million
yet to be expended under the share repurchase program.

Our guidance adjusts EBITDA and Diluted EPS for (i) acquisition costs
including transaction costs and changes in earn out estimates; (ii)
amortization of contract related intangible assets of $33.3 million from
our acquisition of Jacobs Trading; and (iii) for stock based
compensation costs, which we estimate to be approximately $3.0 million
to $3.5 million for Q4-13.

Key Q3-13 Operating Metrics

Registered Buyers — At the end of Q3-13,
registered buyers totaled approximately 2,360,000, representing a 34%
increase over the approximately 1,764,000 registered buyers at the end
of Q3-12.

Auction Participants — Auction
participants, defined as registered buyers who have bid in an auction
during the period (a registered buyer who bids in more than one auction
is counted as an auction participant in each auction in which he or she
bids), increased to approximately 623,000 in Q3-13, an approximately 16%
increase over the approximately 537,000 auction participants in Q3-12.

Completed Transactions — Completed
transactions increased to approximately 130,000, an approximately 3%
increase for Q3-13 from the approximately 126,000 completed transactions
in Q3-12.

GMV and Revenue Mix — GMV continues to
diversify due to the continued growth in our commercial business and
state and local government business (the GovDeals.com marketplace). As a
result, the percentage of GMV derived from our DoD Contracts during
Q3-13 decreased to 21.9% compared to 23.7% in the prior year period. The
table below summarizes GMV and revenue by pricing model.

GMV Mix
		Q3-13		Q3-12
Profit-Sharing Model:
Scrap Contract		7.9%		8.8%
Total Profit Sharing		7.9%		8.8%
Consignment Model:
GovDeals		19.8%		16.8%
Commercial		37.8%		36.8%
Total Consignment		57.6%		53.6%
Purchase Model:
Commercial		20.5%		22.7%
Surplus Contract		14.0%		14.9%
Total Purchase		34.5%		37.6%
Total		100.0%		100.0%
Revenue Mix
		Q3-13		Q3-12
Profit-Sharing Model:
Scrap Contract		14.7%		16.3%
Total Profit Sharing		14.7%		16.3%
Consignment Model:
GovDeals		3.8%		2.9%
Commercial		10.6%		10.1%
Total Consignment		14.4%		13.0%
Purchase Model:
Commercial		39.7%		42.9%
Surplus Contract		25.9%		27.8%
Total Purchase		65.6%		70.7%
Other		5.3%		—
Total		100.0%		100.0%

Liquidity Services, Inc.
Reconciliation
of GAAP to Non-GAAP Measures

EBITDA and Adjusted EBITDA. EBITDA is a
supplemental non-GAAP financial measure and is equal to net income plus
interest and other expense (income), net; provision for income taxes;
amortization of contract intangibles; and depreciation and amortization.
Our definition of Adjusted EBITDA differs from EBITDA because we further
adjust EBITDA for stock based compensation expense, and acquisition
costs including changes in earn out estimates.

		Three Months						Nine Months
		Ended June 30,						Ended June 30,
		2013			2012			2013				2012
		(in thousands) (unaudited)
Net income		$	11,288		$	14,863		$	30,695			$	42,751
Interest and other expense (income), net			56			517			(772	)			1,625
Provision for income taxes			7,525			9,909			20,822				29,025
Amortization of contract intangibles			2,407			2,020			7,023				6,059
Depreciation and amortization			1,984			1,477			5,952				4,508
EBITDA			23,260			28,786			63,720				83,968
Stock compensation expense			2,927			3,537			10,229				8,655
Acquisition costs			239			1,109			5,826				(5,562	)
Adjusted EBITDA		$	26,426		$	33,432		$	79,775			$	87,061

Adjusted Net Income and Adjusted Basic and Diluted
Earnings Per Share. Adjusted net income is a supplemental
non-GAAP financial measure and is equal to net income plus tax effected
stock compensation expense, amortization of contract-related intangible
assets associated with the Jacobs Trading acquisition and acquisition
costs including changes in earn out estimates. Adjusted basic and
diluted earnings per share are determined using Adjusted Net Income.

		Three Months Ended June 30,						Nine Months Ended June 30,
		2013			2012			2013			2012
		(Unaudited) (Dollars in thousands, except per share data)
Net income		$	11,288		$	14,863		$	30,695		$	42,751
Stock compensation expense (net of tax)			1,756			2,122			6,137			5,193
Amortization of contract intangibles (net of tax)			1,090			1,090			3,269			3,269
Acquisition costs (net of tax)			143			665			3,496			(3,337	)
Adjusted net income		$	14,277		$	18,740		$	43,597		$	47,876
Adjusted basic earnings per common share		$	0.45		$	0.60		$	1.38		$	1.55
Adjusted diluted earnings per common share		$	0.44		$	0.56		$	1.34		$	1.46
Basic weighted average shares outstanding			31,651,061			31,140,261			31,565,109			30,791,297
Diluted weighted average shares outstanding			32,540,187			33,183,165			32,642,046			32,781,370

Conference Call

The Company will host a conference call to discuss fiscal third quarter
2013 results at 8:00 a.m. Eastern Time tomorrow. Investors and other
interested parties may access the teleconference by dialing 866-202-0886
or 617-213-8841 and providing the participant pass code 42835180. A live
web cast of the conference call will be provided on the Company’s
investor relations website at http://www.liquidityservicesinc.com.
A replay of the web cast will be available on the Company’s website for
30 calendar days ending September 7, 2013 at 11:59 p.m. ET. An audio
replay of the teleconference will also be available until September 6,
2013 at 11:59 p.m. ET. To listen to the replay, dial 888-286-8010 or
617-801-6888 and provide pass code 74058780. Both replays will be
available starting at 12:30 p.m. tomorrow.

Non-GAAP Measures

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

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

Supplemental Operating Data

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

Forward-Looking Statements

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

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

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

About Liquidity Services, Inc.

Liquidity Services, Inc. (NASDAQ: LQDT) provides leading corporations,
public sector agencies and buying customers the world’s most
transparent, innovative and effective online marketplaces and integrated
services for surplus assets. On behalf of its clients, Liquidity
Services has completed the sale of over $3.8 billion of surplus,
returned and end-of-life assets, in over 500 product categories,
including consumer goods, capital assets and industrial equipment. The
Company is based in Washington, D.C. and has over 1,300 employees.
Additional information can be found at: http://www.liquidityservicesinc.com.

Liquidity Services, Inc. and Subsidiaries
Consolidated Balance Sheets
(Dollars in Thousands)
		June 30,				September 30,
		2013				2012
Assets		(Unaudited)
Current assets:
Cash and cash equivalents		$	63,327			$	104,782
Accounts receivable, net of allowance for doubtful accounts of $1,005 and $1,248 at June 30, 2013 and September 30, 2012, respectively			22,821				16,226
Inventory			27,710				20,669
Prepaid and deferred taxes			17,752				16,927
Prepaid expenses and other current assets			5,737				3,973
Total current assets			137,347				162,577
Property and equipment, net			10,289				10,382
Intangible assets, net			31,097				34,204
Goodwill			209,357				185,771
Other assets			7,667				7,474
Total assets		$	395,757			$	400,408
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	12,281			$	9,997
Accrued expenses and other current liabilities			30,165				36,569
Profit-sharing distributions payable			2,813				4,041
Current portion of acquisition earn out payables			—				14,511
Customer payables			28,039				34,265
Current portion of note payable			—				10,000
Total current liabilities			73,298				109,383
Acquisition earn out payables			18,299				—
Note payable, net of current portion			—				32,000
Deferred taxes and other long-term liabilities			9,221				9,022
Total liabilities			100,818				150,405
Stockholders’ equity:
Common stock, $0.001 par value; 120,000,000 shares authorized; 31,693,239 shares issued and outstanding at June 30, 2013; 31,138,111 shares issued and outstanding at September 30, 2012			31				31
Additional paid-in capital			200,059				182,361
Accumulated other comprehensive income			(2,211	)			1,246
Retained earnings			97,060				66,365
Total stockholders’ equity			294,939				250,003
Total liabilities and stockholders’ equity		$	395,757			$	400,408

Liquidity Services, Inc. and Subsidiaries
Consolidated Statements of Operations
(Dollars in Thousands, Except Share and Per Share Data)
		Three Months Ended								Nine Months Ended
		June 30,								June 30,
		2013				2012				2013				2012
Revenue		$	99,673			$	105,601			$	307,202			$	313,405
Fee revenue			24,526				15,672				69,526				39,624
Total revenue			124,199				121,273				376,728				353,029
Costs and expenses:
Cost of goods sold (excluding amortization)			49,977				49,187				147,045				147,497
Profit-sharing distributions			8,649				10,245				27,002				34,117
Technology and operations			21,851				15,943				66,800				47,528
Sales and marketing			10,127				7,364				30,428				20,809
General and administrative			10,096				8,639				35,907				24,672
Amortization of contract intangibles			2,407				2,020				7,023				6,059
Depreciation and amortization			1,984				1,477				5,952				4,508
Acquisition costs			239				1,109				5,826				(5,562	)
Total costs and expenses			105,330				95,984				325,983				279,628
Income from operations			18,869				25,289				50,745				73,401
Interest and other (expense) income, net			(56	)			(517	)			772				(1,625	)
Income before provision for income taxes			18,813				24,772				51,517				71,776
Provision for income taxes			(7,525	)			(9,909	)			(20,822	)			(29,025	)
Net income		$	11,288			$	14,863			$	30,695			$	42,751
Basic earnings per common share		$	0.36			$	0.48			$	0.97			$	1.39
Diluted earnings per common share		$	0.35			$	0.45			$	0.94			$	1.30
Basic weighted average shares outstanding			31,651,061				31,140,261				31,565,109				30,791,297
Diluted weighted average shares outstanding			32,540,187				33,183,165				32,642,046				32,781,370

Liquidity Services, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
		Three Months Ended June 30,								Nine Months Ended June 30,
		2013				2012				2013				2012
Operating activities
Net income		$	11,288			$	14,863			$	30,695			$	42,751
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,391				3,497				12,975				10,567
Gain on early extinguishment of debt			—				—				(1,000	)			—
Stock compensation expense			2,927				3,537				10,229				8,655
Inventory allowance			(376	)			(736	)			(1,109	)			(776	)
Doubtful accounts			(136	)			(88	)			(243	)			(217	)
Incremental tax benefit from exercise of common stock options			(698	)			(5,850	)			(6,074	)			(15,188	)
Changes in operating assets and liabilities:
Accounts receivable			(4,461	)			(495	)			(6,352	)			(1,066	)
Inventory			(2,153	)			(2,040	)			(5,932	)			(4,515	)
Prepaid expenses and other assets			5,259				237				3,292				13,513
Accounts payable			1,518				(10,020	)			2,284				(5,929	)
Accrued expenses and other			(2,589	)			3,367				(8,608	)			5,912
Profit-sharing distributions payable			(1,501	)			(3,179	)			(1,228	)			(4,329	)
Customer payables			(6,812	)			(2,393	)			(6,226	)			(167	)
Acquisition earn out payables			91				41				(6,077	)			(10,068	)
Other liabilities			(339	)			(39	)			199				128
Net cash provided by operating activities			6,409				702				16,825				39,271
Investing activities
Increase in goodwill and intangibles and cash paid for acquisitions			(21	)			(23	)			(14,719	)			(80,063	)
Purchases of property and equipment			(1,388	)			(769	)			(3,909	)			(2,828	)
Net cash used in investing activities			(1,409	)			(792	)			(18,628	)			(82,891	)
Financing activities
Repurchases of common stock			—				(29,999	)			—				(29,999	)
Repayment of notes payable			—				—				(39,000	)			—
Payment of acquisition contingent liabilities			—				—				(8,185	)			—
Proceeds from exercise of common stock options (net of tax)			890				4,071				1,394				14,022
Incremental tax benefit from exercise of common stock options			698				5,850				6,074				15,188
Net cash provided by (used in) financing activities			1,588				(20,078	)			(39,717	)			(789	)
Effect of exchange rate differences on cash and cash equivalents			(459	)			(5	)			65				(21	)
Net increase (decrease) in cash and cash equivalents			6,129				(20,173	)			(41,455	)			(44,430	)
Cash and cash equivalents at beginning of the period			57,198				104,832				104,782				129,089
Cash and cash equivalents at end of period		$	63,327			$	84,659			$	63,327			$	84,659
Supplemental disclosure of cash flow information
Cash paid for income taxes		$	1,728			$	9,316			$	12,221			$	11,761
Cash paid for interest			6				12				2,029				52
Note payable issued in connection with acquisition			—				—				—				40,000
Contingent purchase price accrued			—				—				23,146				1,196

Source: Liquidity Services, Inc.

Liquidity Services, Inc.
Julie Davis
Director of Investor
Relations
202-558-6234
[email protected]