James M. Rallo
Analyst · Janney Capital Markets
Thanks, Bill. Our strategy of bringing innovative technology to the diversified chain market and our efficient business model has translated in a strong results for stockholders. Trailing 12 months adjusted earnings before interest taxes, depreciation and amortization, or adjusted EBITDA, was $109.9 million. Our solid results for the second quarter demonstrate the operating efficiencies we have achieved across our entire business as a result of investments we have made to support our growth over the last several years. Adjusted EBITDA margin, as a percentage of GMV, was 14.6% for our core business during the quarter, which excludes the operating results and losses from GoIndustry. We were, again, in a period of vast opportunities. Our ability to capture these opportunities over the next several years will be shaped by our investments we are making over the next several quarters, the largest of which is the GoIndustry marketplace. The opportunity to further serve 75 of the Fortune 500 clients associated with the GoIndustry acquisition will require us to make more investments in a restructured organization that does not have any investments in the last 4 years. After 9 months of operating the GoIndustry organization and reaching out to many of our clients, we're focused on cultivating all the good team members serving the needs of our clients, investing in changes in technology to conform the usability of Liquidity Services marketplaces on to the GoIndustry platform and restructure the organization to adopt the efficient operating model of Liquidity Services. During the 3 months ended March 31, 2013, we made significant progress, implementing and restructuring our plan for GoIndustry. We closed nonperforming locations and rationalized the remaining supporting infrastructure, while maintaining key elements of the organization that have consistently provided a high level of service to our Fortune 1000 clients. This restructuring resulted in approximately $2.3 million in additional cost during the quarter. We expect to complete our restructuring plan over the next 6 months, and we believe these changes will enable the GoIndustry marketplace to achieve profitable operations in fiscal year 2014. Over the next several years, we believe GoIndustry will drive one of the highest returns on invested capital for any of our acquisitions. On November 1, we also completed the acquisition of NESA, which expanded our capabilities and value-added services in the consumer electronics vertical, as well as creating a significant presence for us in Canada. NESA is another example of how Liquidity Services has expanded its menu of services based on the needs of our clients, as well as providing them a service location in Canada, increasing their logistics efficiency. We have continued the integration process of NESA, which is moving according to plan. Next, I'll comment on our second quarter results. Total GMV increased to a record $259.1 million, up 18.7%. GMV in our commercial marketplaces increased to a record $166.6 million, up 29.9%, principally as a result of organic growth from new and existing clients, as well as the acquisition of GoIndustry on July 1, 2012. GMV in our DoD surplus marketplace increased to a record $38.7 million, up 14.2% as a result of the increasing property flow from the DoD. GMV in our GovDeals or state and local government marketplace decreased to $36.2 million or 2%, as the second quarter last year had several large capital asset sales. GMV in our DoD scrap marketplace decreased to $17.7 million or 8.5% as a result of decreasing property flow from the DoD and a decreasing commodity prices. As sales of DoD scraps have become less material, fluctuations in commodity prices are not materially affecting our financial performance. Total revenue increased to a record $130.3 million, up 3.7%, primarily due to the GMV growth discussed. Revenue growth was lower than GMV growth, as the portion of business, using the consignment model, increased. Technology and operations expenses increased 41.8% to $22.4 million. As a percentage of revenue, technology and operations expenses increased to 17.2% from 12.6%. These increases are primarily due to, one, expenses of $4.7 million from the acquisition of GoIndustry and NESA; and two, expenses of $1.9 million in staff and temporary wages, including stock-based compensation and consultancies associated with technology infrastructure projects. Sales and marketing expenses increased 44.4% to $10 million, as the percentage of revenue sales and marketing expenses increased to 7.6% from 5.5%. These increases are primarily due to expenses of $3.1 million for the acquisitions of GoIndustry and NESA. General administrative expenses increased 44.1% to $11.8 million, as a percentage of revenue, general and administrative expenses increased to 9.1% from 6.5%. These increases are primarily due to, one, expenses of $3.1 million for the acquisition of GoIndustry and NESA; and two, expenses of $500,000 in staff wages, including stock-based compensation and overhead expenses. Adjusted EBITDA of $29.2 million decreased 5.6%. Adjusted EBITDA margin, as a percentage of GMV, decreased to 11.3% from 14.1%, driven by operating losses and integration costs from GoIndustry. Adjusted net income was down 8.9% to $15.6 million. Adjusted diluted earnings per share was down 7.7% to $0.48 based on approximately $32.3 million diluted weighted-average shares outstanding. Operating cash flow, as stated on our cash flow statement, was negatively affected by approximately $2.2 million associated with the Jacobs acquisition earnout final payment made in the quarter. We continue to have strong debt-free balance sheet. At March 31, 2013, we had a cash balance of $57.2 million, current assets of $128.7 million and total assets of $390.9 million, with $46 million in working capital. Capital expenditures during the quarter were $600,000. We expect capital expenditures to be $6 million to $7 million for fiscal year 2013. Management is providing the following guidance for the next quarter and fiscal year 2013. We have assumed that we will once again receive the annual incentive payment under the DoD Scrap Contract in the next quarter. We expect GMV for fiscal year 2013 to range from $1.025 billion to $1.1 billion, which is unchanged from our previous guidance range. We expect GMV for the fiscal third quarter of 2013 to range from $250 million to $275 million. We expect adjusted EBITDA for fiscal year 2013 to range from $115 million to $121 million, which is unchanged from our previous guidance range. We expect adjusted EBITDA for the fiscal third quarter of 2013 to range from $29 million to $32 million. We estimate adjusted earnings per diluted share for fiscal year 2013 to range from $1.90 to $2.02, which is unchanged from our previous guidance range. For the fiscal third quarter of 2013, we estimate adjusted earnings per diluted share to range from $0.49 to $0.54. 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, one, acquisition cost, including transaction costs and changes in earnout estimates; two, amortization of contract intangible assets of $33.3 million from our acquisition of Jacobs Trading; and three, for stock-based compensation cost, which we estimate to be approximately $3 million to $3.5 million per quarter for the next 2 quarters of fiscal year 2013. These stock-based compensation costs are consistent with fiscal year 2012. Bill and I will now answer questions.