Liquidity
Services, Inc.

Jacobs
Trading, LLC

Pro Forma

Assets

Current assets:

Cash and cash equivalents

$

96,188

$

(2,618

)

$

93,570

Accounts receivable, net of allowance for doubtful accounts of $2,396 at June 30, 2015

10,041

(1,993

)

8,048

Inventory

40,672

(15,039

)

25,633

Prepaid and deferred taxes

21,126

—

21,126

Prepaid expenses and other current assets

5,320

(523

)

4,797

Total current assets

173,347

(20,173

)

153,174

Property and equipment, net

13,021

(62

)

12,959

Intangible assets, net

3,365

—

3,365

Goodwill

122,361

(6,774

)

115,587

Deferred long-term tax assets

28,305

—

28,305

Other assets

2,397

—

2,397

Total assets

$

342,796

$

(27,009

)

$

315,787

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

17,117

$

(3,046

)

$

14,071

Accrued expenses and other current liabilities

23,763

(790

)

22,973

Profit-sharing distributions payable

2,686

—

2,686

Customer payables

30,683

—

30,683

Total current liabilities

74,249

(3,836

)

70,413

Deferred taxes and other long-term liabilities

6,749

—

6,749

Total liabilities

80,998

(3,836

)

77,162

Stockholders’ equity:

Common stock, $0.001 par value; 120,000,000 shares authorized; 30,011,121 shares issued and outstanding at June 30, 2015

29

—

29

Additional paid-in capital

213,479

—

213,479

Accumulated other comprehensive loss

(6,292

)

—

(6,292

)

Retained earnings

54,582

(23,173

)

31,409

Total stockholders’ equity

261,798

(23,173

)

238,625

Total liabilities and stockholders’ equity

$

342,796

$

(27,009

)

$

315,787

Liquidity
Services, Inc.

Jacobs
Trading,
LLC

Pro Forma

Revenue

$

388,671

$

(93,327

)

$

295,344

Fee revenue

106,990

—

106,990

Total revenue from operations

495,661

(93,327

)

402,334

Costs and expenses from operations:

Cost of goods sold (excluding amortization)

211,659

(69,859

)

141,800

Profit-sharing distributions

35,055

—

35,055

Technology and operations

108,940

(10,883

)

98,057

Sales and marketing

41,951

(1,517

)

40,434

General and administrative

49,428

(1,944

)

47,484

Amortization of contract intangibles

7,265

—

7,265

Depreciation and amortization

9,330

(681

)

8,649

Acquisition costs

(18,384

)

—

(18,384

)

Total costs and expenses

445,244

(84,884

)

360,360

Income from operations

50,417

(8,443

)

41,974

Interest and other expense (income), net

370

—

370

Income before provision for income taxes

50,047

(8,443

)

41,604

Provision for income taxes

19,657

—

19,657

Net income

$

30,390

$

(8,443

)

$

21,947

Basic earnings per common share

$

0.97

$

0.70

Diluted earnings per common share

$

0.97

$

0.70

Basic weighted average shares outstanding

31,243,932

31,243,932

Diluted weighted average shares outstanding

31,395,301

31,395,301

Liquidity
Services, Inc.

Jacobs
Trading, LLC

Pro Forma

Revenue

$

251,509

$

(39,024

)

$

212,485

Fee revenue

66,323

—

66,323

Total revenue

317,832

(39,024

)

278,808

Costs and expenses:

Cost of goods sold (excluding amortization)

132,814

(36,584

)

96,230

Profit-sharing distributions

23,505

—

23,505

Technology and operations

76,409

(7,580

)

68,829

Sales and marketing

31,438

(1,871

)

29,567

General and administrative

31,378

(965

)

30,413

Amortization of contract intangibles

1,211

—

1,211

Depreciation and amortization

6,030

(387

)

5,643

Acquisition costs and related fair value adjustments and impairment of goodwill and long-lived assets

96,238

—

96,238

Total costs and expenses

399,023

(47,387

)

351,636

(Loss) income from operations

(81,191

)

8,363

(72,828

)

Interest and other expense, net

(85

)

—

(85

)

(Loss) income before benefit (provision) for income taxes

(81,276

)

8,363

(72,913

)

Benefit (provision) for income taxes

20,156

—

20,156

Net income (loss)

$

(61,120

)

$

8,363

$

(52,757

)

Basic earnings (loss) per common share

$

(2.04

)

$

(1.76

)

Diluted earnings (loss) per common share

$

(2.04

)

$

(1.76

)

Basic weighted average shares outstanding

29,975,239

29,975,239

Diluted weighted average shares outstanding

29,975,239

29,975,239