UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
Commission file number: 001-13425
Ritchie Bros. Auctioneers Incorporated
(Exact Name of Registrant as Specified in its Charter)
Canada
(State or other jurisdiction of incorporation or organization)
N/A
(I.R.S. Employer Identification No.)
9500 Glenlyon Parkway
Burnaby, British Columbia, Canada V5J 0C6
(Address of Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
(778) 331-5500
(Registrant’s Telephone Number, including Area Code)
Title of Each Class
Common Shares
Name of Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:59) No (cid:133)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:133) No (cid:59)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (cid:59) No (cid:133)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes (cid:59) No (cid:133)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference on Part III of this Form 10-K or any amendment to
this Form 10-K. (cid:133)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer (cid:59)
Accelerated filer (cid:133)
Non-accelerated filer (cid:133)
(Do not check if a
smaller reporting company)
Smaller reporting company (cid:133)
Emerging growth company (cid:133)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:133)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:133) No (cid:59)
At June 30, 2017 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the registrant’s
common shares held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all executive officers and Directors are
"affiliates" of the registrant) was approximately $3,074,207,007. The number of common shares of the registrant outstanding as of February 23, 2018, was
107,328,067.
Documents Incorporated by Reference
Certain portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A
not later than 120 days after the registrant's fiscal year ended December 31, 2017, in connection with the registrant’s 2018 Annual and Special Meeting of
Shareholders, are incorporated herein by reference into Part III of this Annual Report on Form 10-K.
RITCHIE BROS. AUCTIONEERS INCORPORATED
FORM 10-K
For the year ended December 31, 2017
Cautionary Note Regarding Forward-Looking Statements
Business
ITEM 1:
ITEM 1A: Risk Factors
ITEM 1B: Unresolved Staff Comments
ITEM 2:
ITEM 3:
ITEM 4: Mine Safety Disclosures
Properties
Legal Proceedings
INDEX
PART I
PART II
Selected Financial Data
ITEM 5: Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
ITEM 6:
ITEM 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A: Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
ITEM 8:
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
ITEM 9:
ITEM 9A: Controls and Procedures
ITEM 9B: Other Information
ITEM 10: Directors, Executive Officers and Corporate Governance
ITEM 11: Executive Compensation
ITEM 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
ITEM 13: Certain Relationships and Related Transactions, and Director Independence
ITEM 14: Principal Accountant Fees and Services
PART III
ITEM 15: Exhibits, Financial Statement Schedules
ITEM 16: Form 10-K Summary
PART IV
SIGNATURES
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Cautionary Note Regarding Forward-Looking Statements
The information discussed in this Annual Report on Form 10-K of Ritchie Bros. Auctioneers Incorporated (“Ritchie Bros.”, the “Company”, “we”, or “us”)
includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the
Securities Exchange Act of 1934 (the “Exchange Act”) and Canadian securities laws. These statements are based on our current expectations and estimates
about our business and markets, and include, among others, statements relating to:
our future strategy, objectives, targets, projections, performance, and key enablers;
our ability to drive shareholder value;
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(cid:120) market opportunities;
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our internet initiatives and the level of participation in our auctions by internet bidders, and the success of IronPlanet, Marketplacee, and our other online
marketplaces;
our ability to grow our businesses, acquire new customers, enhance our sector reach, drive geographic depth, and scale our operations;
the impact of our initiatives, services, investments, and acquisitions on us and our customers;
the acquisition or disposition of properties;
our ability to integrate our acquisitions;
our ability to add new business and information solutions, including, among others, our ability to maximize and integrate technology to enhance our
existing services and support additional value-added service offerings;
the supply trend of equipment in the market and the anticipated price environment for late model equipment, as well as the resulting effect on our
business and Gross Transaction Value (“GTV”) (defined under “Part I, Item 1: Business” of this Annual Report on Form 10-K);
fluctuations in our quarterly revenues and operating performance resulting from the seasonality of our business;
our compliance with all laws, rules, regulations, and requirements that affect our business;
effects of various economic, financial, industry, and market conditions or policies, including the supply and demand for property, equipment, or natural
resources;
the behavior of equipment pricing;
the relative percentage of GTV represented by straight commission or underwritten (guarantee and inventory) contracts, and its impact on revenues and
profitability;
our Revenue Rates (described under “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this
Annual Report on Form 10-K), the sustainability of those rates, and the seasonality of GTV and revenues;
the projected increase to our fee revenues as a result of the harmonization of our fee structure;
our future capital expenditures and returns on those expenditures;
the effect of any currency exchange and interest rate fluctuations on our results of operations;
the grant and satisfaction of equity awards pursuant to our compensation plans;
any future declaration and payment of dividends, including the tax treatment of any such dividends;
financing available to us, our ability to refinance borrowings, and the sufficiency of our working capital to meet our financial needs; and
our ability to satisfy our present operating requirements and fund future growth through existing working capital and credit facilities.
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Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “intend”,
“may”, “ongoing”, “plan”, “potential”, “predict”, “will”, “should”, “would”, “could”, “likely”, “generally”, “future”, “period to period”, “long-term”, or the
negative of these terms, and similar expressions intended to identify forward-looking statements. Our forward-looking statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult to predict.
While we have not described all potential risks related to our business and owning our common shares, the important factors discussed in “Part I, Item 1A:
Risk Factors” of this Annual Report on Form 10-K for the year ended December 31, 2017 are among those that we consider may affect our performance
materially or could cause our actual financial and operational results to differ significantly from our expectations. Except as required by applicable securities
law and regulations of relevant securities exchanges, we do not intend to update publicly any forward-looking statements, even if our expectations have been
affected by new information, future events or other developments. You should consider our forward-looking statements in light of the factors listed or
referenced under “Risk Factors” herein and other relevant factors.
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ITEM 1:
BUSINESS
PART I
Company Overview
Ritchie Bros. Auctioneers Incorporated (“Ritchie Bros.”, the “Company”, “we”, or “us”) (NYSE & TSX: RBA) is a world leader in asset management and
disposition of used industrial equipment and other durable assets, selling $4.5 billion of used equipment and other assets during 2017. Our expertise,
unprecedented global reach, market insight, and trusted portfolio of brands provide us with a unique position in the used equipment market. We primarily sell
used equipment for our customers through live, unreserved auctions at 45 auction sites worldwide, which are simulcast online to reach a global bidding
audience. On May 31, 2017, we acquired IronPlanet Holdings, Inc. (“IronPlanet”) for $776.5 million, a leading online marketplace for heavy equipment and
other durable assets. Between its inception in 1999 and 2016, IronPlanet sold over $5 billion of used heavy equipment online and registered more than 1.5
million users worldwide. These complementary used equipment brand solutions, together with Marketplacee, our online marketplace that supports reserved
pricing, provide different value propositions to equipment owners and allow us to meet the needs and preferences of a wide spectrum of equipment sellers and
buyers. In the past three years, we have also added a private brokerage service (Ritchie Bros. Private Treaty) and an online listing service (Mascus).
Through our unreserved auctions, online marketplaces, and private brokerage services, we sell a broad range of used and unused equipment, including
earthmoving equipment, truck trailers, government surplus, oil and gas equipment and other industrial assets. Construction and heavy machinery comprise the
majority of the equipment sold through our multiple brand solutions. Customers selling equipment through our sales channels include end users (such as
construction companies), equipment dealers, original equipment manufacturers (“OEMs”) and other equipment owners (such as rental companies). Our
customers participate in a variety of sectors, including heavy construction, transportation, agriculture, energy, and mining.
We operate globally with locations in more than 20 countries, including the United States, Canada, Australia, the United Arab Emirates, and the Netherlands,
and employ more than 2,100 full time employees worldwide.
History and development of our business
Ritchie Bros. Auctioneers Incorporated was amalgamated on December 12, 1997 under, and is governed by, the Canada Business Corporation Act.
Ritchie Bros. was founded in 1958 in Kelowna, British Columbia, Canada. We held our first major industrial auction in 1963, selling over $600,000 worth of
construction equipment in Radium, British Columbia. By 1970, we had established operations in the United States and held our first American sale in
Beaverton, Oregon. In 1987, we held our first European auctions in Liverpool, the United Kingdom, and Rotterdam, the Netherlands. Our first Australian
auction was held in 1990 and was followed by expansion into Asia with subsequent sales in Japan, the Philippines, Hong Kong, Thailand, and Singapore. We
held our first Mexican auction in 1995 and our first auction in the Middle East in Dubai, the United Arab Emirates, in 1997.
In March 1998, we completed an initial public offering of our common shares. Our common shares trade on the New York Stock Exchange (“NYSE”) and the
Toronto Stock Exchange (“TSX”) under the ticker symbol “RBA”.
In early 2013, we commercially launched our online marketplace, EquipmentOne. We continued to expand our digital capabilities through the following
acquisitions over the past five years:
(cid:120) Xcira LLC (“Xcira”) on November 4, 2015 – a proven leader in simulcast auction technology that provides a seamless customer experience for online
bidding at live on site auctions
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(cid:120) Mascus International Holding B.V. (“Mascus”) on February 19, 2016 – a global online listing service to advertise equipment and other assets for sale
(cid:120)
IronPlanet on May 31, 2017 (the “Acquisition”) – operates online and event-based equipment auctions under a number of brands discussed in more detail
below
On consummation of the Acquisition on May 31, 2017, we formed an alliance with Caterpillar Inc. (“Caterpillar”), pursuant to a Strategic Alliance and
Remarketing Agreement (the “Alliance”) that we entered into on August 29, 2016. As discussed in more detail below, under the Alliance, we became
Caterpillar's preferred global partner for live on site and online auctions for used Caterpillar equipment.
During the past five years, we also continued to grow our live on site auction business by acquiring:
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The remaining interest in Ritchie Bros. Financial Services (“RBFS”) on July 12, 2016 – provides financing and leasing options to equipment purchasers,
as a brokerage business, through several bank relationships (RBFS does not leverage our balance sheet for the loans it originates)
Petrowsky Auctioneers (“Petrowsky”) on August 1, 2016 – a leading regional industrial auctioneer in the Northern United States that offers live on site
and simulcast live online auctions
(cid:120) Kramer Auctions Ltd. and Kramer Auctions—Real Estate Division Inc. (together, “Kramer”) on November 15, 2016 – a premier Canadian agricultural
auctioneer, offering both on-the-farm and live on site auctions for customers selling equipment, livestock and real-estate in the agricultural sector
Strategy
At the beginning of 2015, we formalized a new strategy that centered around becoming a more diversified, multi-channel company that offered a full range of
asset management and disposition solutions, all on a greater scale, that would provide even more choice to customers. In 2017, we took definitive steps
towards furthering this strategy by completing the transformational acquisition of IronPlanet, a leading online marketplace for heavy equipment and other
durable assets. The acquisition of IronPlanet positions Ritchie Bros. as one of the world’s leading one-stop-shop asset disposition companies. We are
transforming our business and the industry through our technology and data, our breadth of solutions, and our people.
We continue to evolve our strategy as we integrate IronPlanet and develop our multi-channel business, focusing on two overarching strategic objectives: (i)
grow share of the auction segment and (ii) penetrate the upstream market. The following discussion highlights how we performed against our strategy
following the executable pillars of our road map, Grow, Drive, and Optimize.
GROW Revenues and Earnings
We are committed to pursuing growth initiatives that will further enhance our sector reach, drive geographic depth, meet a broader set of customer needs, and
add scale to our operations. Over the last several years, we have undertaken a meaningful strategic transformation, through both organic and acquisitive
growth initiatives, to broaden our service offering and the value propositions that we provide to different segments of the used asset and equipment market.
Notably, the Acquisition with IronPlanet positions us to accelerate this strategy and take positive and meaningful steps towards meeting our strategic
objectives.
We are focused on the following initiatives to deliver growth:
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Leveraging and scaling our one-stop-shop multi-channel solution set to drive organic market share and incremental penetration with existing customers;
Scaling multi-channel capabilities, including our IronPlanet Weekly Featured Auction and Marketplacee, to grow within existing sectors as well as
penetrating new sector opportunities;
Leveraging and expanding multi-channel capabilities internationally; and
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(cid:120) Driving increased penetration of auction services and, specifically, RBFS.
DRIVE Efficiencies and Effectiveness
We plan to take advantage of opportunities to improve overall effectiveness of our organization. We are committed to driving efficiencies and effectiveness
by:
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Improving sales effectiveness and sales productivity through consistent go-to-market processes;
Leveraging the rich data sets that we have at our disposal to create a unique and differentiated customer experience and delivering trust and confidence
across our consignor and buyer bases;
(cid:120) Modernizing legacy systems and working to unify auction platforms to deliver technology efficiencies and create network effects for buyers and sellers
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by comprehensively meeting their needs, ease of use, and our business model;
Scaling the business and leveraging our expanded set of multi-channel assets to optimize our overall asset utilization and site optimization efforts while
delivering choice to our customers;
(cid:120) Achieving acquisition synergies; and
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Targeting operating expense growth lower than revenue growth.
OPTIMIZE our Balance Sheet
Our business model provides us with the ability to generate strong cash flows. Cash flow represents our ability to convert revenue to cash, and provides a
meaningful indication of the strength of our business. We will focus not only on profit growth but also further enhancing cash flow, reviewing contract
structures and auction site returns to improve the cash flow and asset returns of our Auctions and Marketplaces (“A&M”) segment. During 2016, we also
adjusted our capital structure, taking on more debt (through a new syndicated credit facility and issuance of senior unsecured notes) to acquire IronPlanet. We
also continued to be prudent with our organic capital expenditures.
The acquisition of IronPlanet is a transformational transaction that will increase both the scale and the scope of our Company. The enhanced scale of our
combined business is expected to drive further operating leverage from our unique business model, and provide new opportunities to operate more efficiently
by utilizing an increasingly digital service offering.
We are focused on these areas to deliver optimization of our balance sheet:
Increasing cash flows from operating activities;
Targeting net capital spend at less than 10% of revenue;
Investing in information technology systems to optimize business processes and reduce costs; and
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(cid:120) Managing debt levels while returning cash via ongoing dividends.
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Service Offerings
We offer our equipment buyer and seller customers multiple distinct, complementary, multi-channel brand solutions that address the range of their needs. Our
global customer base has a variety of transaction options, breadth of services, and the widest selection of used equipment available to them. The tables below
illustrate the various channels and brand solutions available under our A&M segment, as well as our other services.
A&M segment
Channels
Brand Solutions
Description of Offering
Live On Site Auctions
Online Auctions and Marketplaces
Brokerage Service
(cid:132) Live unreserved on site with live simulcast online auctions
(cid:132) Event-based sales of used construction and heavy equipment held in the
Caterpillar dealer geographies
(cid:132) Event-based sales of used energy equipment
(cid:132) Online marketplace for selling and buying used equipment
(cid:132) Online marketplace offering multiple price and timing options
(cid:132) Online marketplace for the sale of government and military assets
(cid:132) Online truck and trailer marketplace
(cid:132) Confidential, negotiated sales
Contact options
We offer consignors several contract options to meet their individual needs and sale objectives. Through our A&M business, options include:
Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate;
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(cid:120) Guarantee contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level; and
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Inventory contracts, where we purchase the equipment temporarily for resale.
We refer to guarantee and inventory contracts as underwritten contracts. In 2017, our underwritten business accounted for approximately 16% of our GTV,
compared to 25% in 2016 and 29% in 2015.
Value-added services
As part of our A&M business, we provide a wide array of value-added services to make the process of buying and selling equipment convenient for our
customers. In addition to the other services listed in the table below, we also provide these value-added services to our customers:
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conducting title searches, where registries are commercially available, to ensure equipment is sold free and clear of all liens and encumbrances (if we are
not able to deliver clear title, we provide a full refund up to the purchase price to the buyer);
(cid:120) making equipment available for inspection, testing, and comparison by prospective buyers;
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displaying high-quality, zoomable photographs of equipment on our website;
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(cid:120)
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providing free detailed equipment information on our website for most equipment;
providing access to insurance and powertrain warranty products;
providing access to transportation companies and customs brokerages through our partner, uSHIP; and
handling all pre-auction marketing, as well as collection and disbursement of proceeds.
Our IronClad Assurance equipment condition certification provides online marketplace buyers with information on the condition of the equipment that
includes, but is not limited to, providing buyers with pictures and comprehensive inspection information of key systems and components.
Other services
Channels
Financial Service
Appraisal Service
Online Listing Service
Ancillary Services
Logistical Service
Brand Solutions
Description of Offering
(cid:132) Loan origination service that uses a brokerage model to match loan
applicants with appropriate financial lending institutions
(cid:132) Unbiased, certified appraisal services, as well as truck and lease return
inspection services
(cid:132) Online equipment listing service and B2B dealer portal
(cid:132) Repair, paint, and other make-ready services
(cid:132) End-to-end transportation and customs clearance solution for sellers and
buyers with shipping needs
Intellectual Property
We believe our intellectual property has significant value and is an important factor in marketing our organization, services, and website, as well as
differentiating us from our competitors. We own or hold the rights to use valuable intellectual property such as trademarks, service marks, domain names and
tradenames. We protect our intellectual property in Canada, the United States, and internationally through federal, provincial, state, and common law rights,
including registration of certain trade mark and service marks for many of our brands, including our core brands. We also have secured patents for inventions
and have registered our domain names.
We rely on contractual restrictions and rights to protect certain of our proprietary rights in products and services. Effective protection of our intellectual
property can be expensive to maintain and may require litigation. We must protect our intellectual property rights and other proprietary rights in many
jurisdictions throughout the world. In addition, we may, from time to time, be subject to intellectual property claims, including allegations of infringement,
which can be costly to defend. For a discussion of the risks involved with intellectual property litigation and enforcement of our intellectual property rights,
see the related information in “Part I, Item 1A: Risk Factors” of this Annual Report on Form 10-K.
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Competition
Competition Overview
The global used industrial equipment market is highly fragmented and often fluid between sales channels. We compete for purchasers and sellers of used
equipment with other asset management and disposition companies. These companies include non-auction competitors such as equipment manufacturers,
distributors and dealers, used equipment brokers, equipment rental companies, and other online marketplaces. We compete based on breadth, brand reputation,
security, technology, and global reach of our services, as well as in the variety of contracts and methods and channels of selling equipment. We also compete
with private sales – often securing new business from equipment owners who had previously tried selling their equipment privately.
Competitive advantages
Our key strengths provide distinct competitive advantages, and have enabled us to achieve significant and profitable growth over the long term. Our Gross
Transaction Value1 (“GTV”) has grown at a compound annual growth rate of 9.30% over the last 25 years, as illustrated below.
Global platform
Our business is a leader of equipment disposition services, with global reach, including 45 auction sites in more than 20 countries, including the United States,
Canada, Australia, the United Arab Emirates, and the Netherlands. Our online bidding technology and Ritchie Bros. website are available in nine and 22
languages, respectively. Our global presence ensures we generate global market pricing for our equipment sellers, as we reach international buyers and
equipment demand, helping to deliver strong price realization through our sales channels. This global reach provides us and our selling customers with the
ability to transcend local market conditions.
1
GTV represents total proceeds from all items sold at our auctions and online marketplaces. GTV is not a measure of financial performance, liquidity, or
revenue, and is not presented in our consolidated financial statements.
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Breadth of solutions
We have the unique ability to meet all the buyers’ and sellers’ specific needs in a one-stop shop manner. The event-driven auction, which has been our core
business for over 50 years, is just one solution—albeit a powerful solution—to meet customers’ varied needs. By delivering choice, we can work with
customers as a trusted advisor to provide them with a tailored suite of equipment disposition solutions and, in the medium and long term, asset management.
This is truly a fundamental evolution and transformation in the industry.
While we have a full suite of solutions, most of our auction volumes are generated through three core solutions. First, the unreserved live on site integrated
auctions that provide our customers care, custody, and control. This offering is Ritchie Bros. Auctioneers, our primary business. Second, weekly online
auctions for sellers looking to manage the disposition of their assets on a more frequent basis and being able to sell from their yard or location without having
to move equipment. This offering is the IronPlanet Weekly Featured Auction. Third, our reserve online marketplace that affords sellers with control over price
and timing, and with solutions such as Make Offer, Buy Now, and Reserve Price selling formats for buyers. We have recently launched a combined reserved
online marketplace bringing together EquipmentOne and IronPlanet’s Daily Marketplace. The combined offering is known as Marketplacee.
An industry leader in a highly fragmented market
Based on a review of the construction, transportation and agricultural used equipment markets that we conducted in 2016, we believe the global used
equipment market is valued at more than $300 billion2, including an opportunity in the United States of over $50 billion. The market is highly fragmented and
fluid between sales channels; however, we believe our multi-channel brand solutions can meet a broad range of customer preferences and needs. While our
business is a global market leader for the sale of used equipment, we currently have only 1.4% of the estimated global used equipment market, based on GTV
during 2017. The United States represents a key area for growth with positive industrial tailwinds around infrastructure and construction.
Multi-channel product offering
Our multi-channel brand solutions provide a wide range of options for used industrial equipment, which appeal to a variety of personal preferences for sellers
and buyers. We continue to build on our strong brand equity and loyal customer base by providing many value-added services to equipment sellers and
buyers, including financing and leasing solutions, appraisal services, insurance services, refurbishment, and logistics services. We continue to look for even
more ways to support the equipment industry and serve the various needs of equipment owners.
Diverse sector coverage
Our sales solutions cater to the needs of end users, dealers, and other equipment sellers across a variety of sectors, such as construction, transportation,
agriculture, energy, and mining. This diversity of sectors mitigates sector-specific exposure and enables the sale of equipment with cross-sector applications,
regardless of sector-specific cyclicality.
Experienced management team
Our experienced management team continues to capitalize on the strength of our live on site auction offering, while expanding our online offering through
multiple acquisitions to better serve our existing customers and to attract new customers. Our executives have served as officers of a number of well-known
global public companies, and we have developed a deep understanding of the used equipment market and customer base.
2
Global used equipment market has been sourced through 1) Manfredi & Associates (2015), 2) ACT Research Co., LLC. (2016). This figure does not
include the markets for used Class 1 trucks globally and used Class 2 and 3 trucks and trailers outside of the United States, 3) Company estimates. No
third-party research report available or commissioned and 4) U.S. Federal Highway Administration.
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Data and sector intelligence
We transacted hundreds of thousands of assets through our sales channels in 2017 and had more than 694,000 people register to bid as users of
www.rbauction.com or www.ironplanet.com in 2017. The volume of transactions and customer interactions have provided us with a unique, proprietary
database of information. This database provides us with some of the world’s best information to identify market trends and estimate used equipment values.
The Role of Technology
The role of technology in our business continues to evolve and become more meaningful as more buyers adopt mobile and online channels to transact their
business with us. We have been on a pathway to leverage digital and technology capabilities to improve the consumer auction and leverage technology as a
competitive differentiator.
The acquisition of IronPlanet was an inflection point in our business and was a step change in this direction as it positioned us as a technology-enabled asset
disposition company. The combination of IronPlanet’s technology and our existing assets results in tools and capabilities that provide our customers, both
buyers and sellers, with more efficient and richer experiences for creation of deeper brand loyalty.
Buyers will now find it easier to locate inventory across all our websites with our enhanced search capabilities while sellers leverage both our rich data
repository as well as our platform solution tools to give them the insights, tools, and solutions to manage their assets in an informed, efficient manner.
Offerings and initiatives
Integrated search capabilities
We are focused on helping buyers find what they are looking for easily and quickly while providing access to the largest equipment inventory across our
brands and solutions. Our focus on improving our search capabilities allows us to extend our reach to more customers in a channel agnostic manner.
Marketplacee
Bringing together EquipmentOne and IronPlanet’s Daily Marketplace, we introduced a new sales solution, Marketplacee, in late 2017. Marketplacee is a
flexible, online marketplace that gives customers the choice of negotiating offers, selling their assets at fixed prices, or setting a reserve (minimum) price.
These three selling options are designed to give sellers more control over the selling price and processing of their assets while still benefiting from our
marketing and expansive, global buyer network. Marketplacee provides choice to buyers who may prefer to buy in different formats based on their individual
needs.
Platform solutions
Our unique software solutions allow us to work with sellers as a true business advisor as we provide tools, data, and insights to help our customers make real-
time asset disposition decisions and deepen our relationships with our customers.
Auction management systems
We are in the preliminary stages of this initiative of leveraging one holistic platform to drive the live on site auction and online marketplace experience.
Today, we have two discrete platforms. Known as project “MARS”, the new platform is a transformative initiative allowing us to simplify our technology
footprint, reduce complexity, spur future innovation, and enable the development of customer-facing growth drivers such as more sophisticated
personalization, data-driven insights, and real-time data-driven marketing.
RBA mobile app
Providing customers with the ability to search, register, and bid at our live on site auctions around the world using mobile devices. Mobile capabilities provide
another opportunity to make our customer experiences easy and flexible so they can conduct business with us seven days a week, 24 hours a day.
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Segmented Information
Segmented information is disclosed in the consolidated financial statements and the notes thereto included in footnote 4 to “Part II, Item 8: Financial
Statements and Supplementary Data” presented elsewhere in this Annual Report on Form 10-K. Segmented information from prior years has been restated in
footnote 4 to reflect the identification of the A&M reporting segment as of September 30, 2017.
Geographical Information
Geographical information about our revenues is disclosed in “Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Geographic Analysis”, which is incorporated into this Item 1 by reference. Our international operations are subject to certain risks, as disclosed
in “Part I, Item 1A: Risk Factors” of this Annual Report on Form 10-K.
The distribution of our long-lived assets includes property, plant and equipment according to the country in which they are located, is as follows:
Long-lived assets distribution
December 31, 2017
December 31, 2016
December 31, 2015
Canada
22%
21%
20%
Outside of
Canada
78%
79%
80%
United
States
52%
55%
55%
Europe
Other
16%
14%
15%
10%
10%
10%
Seasonality
Our GTV and associated A&M segment revenues are affected by the seasonal nature of our business. GTV and A&M segment revenues tend to increase
during the second and fourth calendar quarters, during which time we generally conduct more business than in the first and third calendar quarters. Given the
operating leverage inherent in our business model, the second and fourth quarter also tend to produce higher operating margins, given the higher volume and
revenue generated in those quarters.
Governmental Regulations and Environmental Laws
Our operations are subject to a variety of federal, provincial, state and local laws, rules, and regulations throughout the world. We believe that we are
compliant in all material respects with those laws, rules, and regulations that affect our business, and that such compliance does not impose a material
impediment on our ability to conduct our business.
We believe that, among other things, laws, rules, and regulations related to the following list of items affect our business:
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Imports and exports of equipment. Particularly, there are restrictions in the United States and Europe that may affect the ability of equipment owners to
transport certain equipment between specified jurisdictions. Also, engine emission standards in some jurisdictions limit the operation of certain trucks and
equipment in those regions.
(cid:120) Development or expansion of auction sites. Such activities depend upon the receipt of required licenses, permits, and other governmental authorizations.
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We are also subject to various local zoning requirements pertaining to the location of our auction sites, which vary among jurisdictions.
The use, storage, discharge, and disposal of environmentally sensitive materials. Under such laws, an owner or lessee of, or other person involved in, real
estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances located on or in, or emanating from, such property, as
well as related costs of investigation and property damage. These laws often impose liability without regard to whether the owner or lessee or other
person knew of, or was responsible for, the presence of such hazardous or toxic substances.
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(cid:120) Worker health and safety, privacy of customer information, and the use, storage, discharge, and disposal of environmentally sensitive materials.
Available Information
The information contained on or accessible through our website is not part of this Annual Report on Form 10-K. We file required reports on Form 10-K,
Form 10-Q, Form 8-K, proxy materials and other filings required under the Exchange Act. The public may read and copy any materials we file with the SEC
at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference
Room by calling the SEC at (800) SEC-0330. The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC.
We maintain a website at www.rbauction.com and copies of our reports on Form 10-K, Form 10-Q and Form 8-K, proxy materials and other filings required
under the Exchange Act, are available on our website, free of charge, as soon as reasonably practicable after we electronically file such reports with, or furnish
those reports to, the SEC. We have an investor website at www.investor.ritchiebros.com. None of the information on our websites is incorporated into this
Annual Report on Form 10-K by this or any other reference.
We maintain a Code of Business Conduct and Ethics for our directors, officers and employees (“Code of Conduct”). A copy of our Code of Conduct may be
found on our website in the Corporate Governance section.
Additional information related to Ritchie Bros. is also available on SEDAR at www.sedar.com.
ITEM 1A:
RISK FACTORS
An investment in our common stock involves a high degree of risk. In addition to the other information included in this Annual Report on Form 10-K, you
should carefully consider each of the risks described below before purchasing our common shares. The risk factors set forth below are not the only risks that
may affect our business. Our business could also be affected by additional risks not currently known to us or that we currently deem to be immaterial. If any of
the following risks actually occur, our business, financial condition and results of operations could materially suffer. As a result, the trading price of our
common shares could decline, and you may lose all or part of your investment. Information in this section may be considered “forward-looking statements.”
See “Cautionary Note Regarding Forward-Looking Statements” for a discussion of certain qualifications regarding such statements.
Damage to our reputation could harm our business.
One of our founding principles is that we operate a fair and transparent business, and consistently act with integrity. Maintaining a positive reputation is key
to our ability to attract and maintain customers, investors and employees. Damage to our reputation could cause significant harm to our business. Harm to
our reputation could arise in a number of ways, including, but not limited to, employee conduct which is not aligned with our Code of Business Conduct and
Ethics (and associated Company policies around behavioural expectations) or our Company’s core values, safety incidents, failure to maintain customer
service standards, loss of trust in the fairness of our sales processes, and other technology or compliance failures.
We may not realize the anticipated benefits of, and synergies from, the Acquisition and may become responsible for certain liabilities and integration
costs as a result.
Business acquisitions involve the integration of new businesses that have previously operated independently from us. The integration of our operations with
those of IronPlanet is expected to result in financial and operational benefits, as well as operating synergies. There can be no assurance, however, regarding
when or the extent to which we will be able to realize these and other benefits. Integration may also be difficult, unpredictable, and subject to delay because of
possible company culture conflicts and different opinions on future business development.
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We may be required to integrate or, in some cases, replace, numerous systems, including those involving management information, purchasing, accounting
and finance, sales, billing, employee benefits, payroll and regulatory compliance, many of which may be dissimilar. Difficulties associated with the integration
of acquired businesses could have a material adverse effect on our business.
Even if we are able to successfully integrate the operations of Ritchie Bros. and IronPlanet, we may not realize the full benefits that we anticipate. If we
achieve the expected benefits, they may not be achieved within the anticipated time frame. Also, the benefits from the Acquisition may be offset by costs
incurred in integrating Ritchie Bros. and IronPlanet, increases in other expenses, operating losses or problems in the business unrelated to the Acquisition. As
a result, there can be no assurance that such synergies or other benefits will be achieved.
In addition, in connection with the Acquisition, we have assumed, and may assume in connection with future acquisitions, certain potential liabilities. To the
extent such liabilities are not identified by us or to the extent indemnifications obtained from third parties are insufficient to cover such liabilities, these
liabilities could have a material adverse effect on our business.
We have incurred substantial indebtedness in connection with the Acquisition, and the degree to which we are leveraged may materially and
adversely affect our business, financial condition and results of operations.
We have incurred substantial indebtedness in connection with the Acquisition. As of December 31, 2017, we have $819.9 million of total debt outstanding,
consisting of $335.9 million under a new five-year credit agreement (the “Credit Agreement”) with a syndicate of lenders entered into on October 27, 2016
(the “New Facilities”), and $500.0 million aggregate principal amount of 5.375% senior unsecured notes issued December 21, 2016 (the “Notes”), partially
reduced by $16.8 million of unamortized debt issue costs, as well as $0.8 million under our foreign credit facilities. There is $637.8 million of availability
under the New Facilities.
Our ability to make payments on and to refinance our indebtedness, including the debt incurred pursuant to the Acquisition as well as any future debt that we
may incur, will depend on our ability to generate cash in the future from operations, financings or asset sales. Our ability to generate cash is subject to general
economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient funds to service our debt
and meet our business needs, such as funding working capital or the expansion of our operations. If we are not able to repay or refinance our debt as it
becomes due, we may be forced to take certain actions, including reducing spending on marketing, advertising and new product innovation, reducing future
financing for working capital, capital expenditures and general corporate purposes, selling assets or dedicating an unsustainable level of our cash flow from
operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand competitive pressures and to react to changes in
our industry, including both the live and online auction industry, could be impaired.
The lenders who hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the
maturity of our other debt.
In addition, our substantial leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged. These competitors could
have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our substantial leverage could also
impede our ability to withstand downturns in our industry or the economy in general.
We may incur substantial additional indebtedness in the future. The terms of the Credit Agreement and the indenture governing the Notes will limit, but not
prohibit, us from incurring additional indebtedness. If we incur any additional indebtedness that has the same priority as the Notes and the guarantees thereof,
the holders of that indebtedness will be entitled to share rateably with the holders of the Notes and the guarantees thereof in any proceeds distributed in
connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us.
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Subject to restrictions in the Credit Agreement and the indenture governing the Notes, we also will have the ability to incur additional secured indebtedness
that would be effectively senior to the Notes offered hereby, to the extent of the value of the assets securing such obligations. If new indebtedness is added to
our current debt levels, the related risks that we now face could intensify.
Our debt instruments have restrictive covenants that could limit our financial flexibility.
The terms of the Credit Agreement, as well as the indenture governing the Notes, contain financial and other restrictive covenants that limit our ability to
engage in activities that may be in our long-term best interests. Our ability to borrow under our New Facilities is subject to compliance with a consolidated
leverage ratio covenant and a consolidated interest coverage ratio covenant.
The Credit Agreement includes other restrictions that limit our ability in certain circumstances to: incur indebtedness; grant liens; engage in mergers,
consolidations and liquidations; make asset dispositions, restricted payments and investments; enter into transactions with affiliates; and amend, modify or
prepay certain indebtedness. The indenture governing the Notes contains covenants that limit our ability in certain circumstances to:
incur additional indebtedness (including guarantees thereof);
incur or create liens on their assets securing indebtedness;
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dispose of certain assets;
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allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;
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engage in certain transactions with affiliates; and
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consolidate, amalgamate or merge with or into other companies.
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Our failure to comply with these covenants could result in an event of default that, if not cured or waived, could result in the acceleration of substantially all of
our funded debt. We do not have sufficient working capital to satisfy our debt obligations in the event of an acceleration of all or a significant portion of our
outstanding indebtedness.
Competition in our core markets could result in reductions in our future revenues and profitability.
The global used equipment market, including the auction segment of that market, is highly fragmented. We compete for potential purchasers and sellers of
equipment with other auction companies and with non-auction competitors such as equipment manufacturers, distributors and dealers, equipment rental
companies, and other online marketplaces. When sourcing equipment to sell at our auctions or other marketplaces, we compete with other on site and online
auction companies, Original Equipment Manufacturer (“OEM”) and independent dealers, equipment brokers, other third parties, and equipment owners that
have traditionally disposed of equipment in private sales.
Some of our competitors have significantly greater financial and marketing resources and name recognition than we do. New competitors with greater
financial and other resources may enter the equipment auction market in the future. Additionally, existing or future competitors may succeed in entering and
establishing successful operations in new geographic markets prior to our entry into those markets. They may also compete against us through internet-based
services and other combined service offerings.
If commission rates decline, or if our strategy to compete against our many competitors is not effective, our revenues, market share, financial condition and
results of operations may be adversely impacted. We may be susceptible to loss of business if competing models become more appealing to customers. If our
selling model becomes undesirable or we are not successful in adding services complementary to our existing selling model and business, we may not be
successful increasing market penetration over the long-term, which could prevent us from achieving our long-term earnings growth targets.
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Our relationships with key long-term customers may be materially diminished or terminated.
We have long-standing and/or strategic relationships with a number of our customers and business partners, many of whom could unilaterally terminate their
relationship with us or materially reduce the amount of business they conduct with us at any time. Market competition, business requirements and financial
conditions could adversely affect our ability to continue or expand our relationships with our customers and business partners. There is no guarantee that we
will be able to retain or renew existing agreements, or maintain relationships with any of our customers or business partners, on acceptable terms or at all. The
loss of one or more of our major customers or business partners could adversely affect our business, financial condition and results of operations.
Decreases in the supply of, demand for, or market values of used equipment, could harm our business.
Our revenues could decrease if there was significant erosion in the supply of, demand for, or market values of used equipment, which could adversely affect
our financial condition and results of operations. We have no control over any of the factors that affect the supply of, and demand for, used equipment, and the
circumstances that cause market values for equipment to fluctuate — including, among other things, economic uncertainty, disruptions to credit and financial
markets, lower commodity prices, and our customers’ restricted access to capital — are beyond our control. Recent economic conditions have caused
fluctuations in the supply, mix and market values of used equipment available for sale, which has a direct impact on our revenues.
In addition, price competition and the availability of equipment directly affect the supply of, demand for, and market value of used equipment. Climate change
initiatives, including significant changes to engine emission standards applicable to equipment, may also adversely affect the supply of, demand for or market
values of equipment.
We may incur losses as a result of our guarantee and inventory contracts and advances to consignors.
Our most common type of auction contract is a straight commission contract, under which we earn a pre-negotiated, fixed commission rate on the gross sales
price of the consigned equipment at auction. Straight commission contracts are used by us when we act as agent for consignors. In recent years, a majority of
our annual business has been conducted on a straight commission basis. In certain other situations, we will enter into underwritten transactions and either offer
to:
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guarantee a minimum level of sale proceeds to the consignor, regardless of the ultimate selling price of the consignment at the auction; or
purchase the equipment outright from the seller for sale in a particular auction.
We determine the level of guaranteed proceeds or inventory purchase price based on appraisals performed on equipment by our internal personnel. Inaccurate
appraisals could result in guarantees or inventory values that exceed the realizable auction proceeds. In addition, a change in market values could also result in
guarantee or inventory values exceeding the realizable auction proceeds. If auction proceeds are less than the guaranteed amount, our commission will be
reduced and we could potentially incur a loss, and, if auction proceeds are less than the purchase price we paid for equipment that we take into inventory
temporarily, we will incur a loss. Because a majority of our auctions are unreserved, there is no way for us to protect against these types of losses by bidding
on or acquiring any of the items at such auctions. In addition, we do not hold inventory indefinitely waiting for market conditions to improve. If our exposure
to underwritten contracts increases, this risk would be compounded.
Occasionally, we advance to consignors a portion of the estimated auction proceeds prior to the auction. We generally make these advances only after taking
possession of the assets to be auctioned and upon receipt of a security interest in the assets to secure the obligation. If we were unable to auction the assets or
if auction proceeds were less than amounts advanced, we could incur a loss.
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The availability and performance of our technology infrastructure, including our websites, is critical to our business.
The satisfactory performance, reliability and availability of our websites, enterprise resource planning system, processing systems and network infrastructure
are important to our reputation and our business. Our systems may experience service interruptions or degradation because of hardware or software defects or
malfunctions, computer denial of service, cyber events, human error and natural events beyond our control. Some of our systems are not fully redundant, and
our recovery planning may not be sufficient for all possible disruptions.
Further, we will need to continue to expand, integrate, consolidate, and upgrade our technology, transaction processing systems and network infrastructure
both to meet increased usage of our online bidding service and other services offered on our websites, to implement new features and functions and as a result
of the Acquisition. Our business and results of operations could be harmed if we were unable to expand and upgrade in a timely manner our systems and
infrastructure to accommodate any increases in the use of our internet services, or if we were to lose access to or the functionality of our internet systems for
any reason, especially if such loss of service prevented internet bidders from effectively participating in one of our auctions. Frequent, persistent or ill-timed
interruptions to our internet services could cause current or potential customers to believe that our systems are unreliable, which could lead to the loss of
customers and harm our reputation.
We use both internally developed and licensed systems for transaction processing and accounting, including billings and collections processing. We
continually upgrade and improve these systems to accommodate growth in our business. If we are unsuccessful in continuing to upgrade our technology,
transaction processing systems or network infrastructure to accommodate increased transaction volumes, it could harm our operations and interfere with our
ability to expand our business.
If the mobile solutions available to consumers are not effective, the use of our technology platform could decline.
Visits and purchases made on mobile devices by consumers have increased in recent years. The smaller screen size and reduced functionality associated with
some mobile devices may make the use of a technology platform more difficult or less appealing to customers. Visits to our marketplaces on mobile devices
may not convert into purchases as often as visits made through personal computers, which could result in less revenue for us.
Further, although we strive to provide engaging mobile experiences for customers who visit our mobile websites using a browser on their mobile device, as
new mobile devices and mobile platforms are released, we may encounter problems in developing or supporting applications for them. In addition, supporting
new devices and mobile device operating systems may require substantial time and resources. The success of our mobile applications could also be harmed by
factors outside our control, such as:
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actions taken by providers of mobile operating systems or mobile application, or app, download stores;
unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement of our mobile apps in a mobile app
download store;
increased costs to distribute or have customers use our mobile apps; or
changes in mobile operating systems, such as iOS and Android, that degrade the functionality of our mobile websites or mobile apps or that give
preferential treatment to competitive products.
If customers encounter difficulty accessing or using our technology platform on their mobile devices, or if sellers and buyers choose not to use our technology
platform on their mobile devices, our growth prospects and our business may be adversely affected.
A deterioration of general macroeconomic conditions could materially and adversely affect our business.
Our performance is subject to macroeconomic conditions and their impact on customer spending. Adverse macroeconomic conditions typically result in a
general tightening in credit markets, lower levels of liquidity, increased default and bankruptcy rates, and depressed levels of activity and investment.
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Challenging macroeconomic conditions may have a negative impact on the operations, financial condition and liquidity of many customers and, as a result,
may negatively impact the volume of equipment listed for sale and the prices of equipment sold in our marketplace, thereby having a negative impact on our
revenue and ability to grow our business. If sellers choose not to sell their assets as a result of adverse economic conditions, buyers are unable to purchase
equipment based on their inability to obtain sufficient financing or are unwilling to do so given the market climate, or if customers are in general financial
distress, our operations may be negatively affected and revenue from our marketplace may decrease.
Our ability to provide a high quality customer experience may depend on third parties and external factors over which we may have little or no
control.
Our ability to provide a high quality and efficient customer experience is also dependent on external factors over which we may have little or no control,
including, without limitation, the reliability and performance of the equipment sold in our marketplaces and the performance of third-party carriers who
transport purchased equipment on behalf of buyers. If our customers are dissatisfied with the accuracy of our appraisals and inspections, the quality of the
business insights provided by our other value-added services, or do not receive the equipment they purchased in a timely manner or in the condition that they
expect, customers may stop using us to purchase equipment. Failure to provide customers with high quality and efficient customer experiences could
substantially harm our reputation and adversely impact our efforts to develop customer and industry trust in our brands.
Government regulation of the Internet and e-commerce is evolving, and unfavorable changes in this or other regulations could substantially harm
our business and results of operations.
We are subject to general business regulations and laws as well as certain federal, provincial, state and local laws, rules and regulations, including those
governing the internet and e-commerce. Existing and future laws and regulations may impede the growth of the internet, e-commerce or other services, and
increase the cost of doing business, including providing online auction services. These regulations and laws may cover taxation, tariffs, user privacy, data
protection, pricing, content, copyrights, distribution, electronic contracts, and other communications, consumer protection, broadband residential Internet
access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes,
libel, and personal privacy apply to the Internet and e-commerce. Changes to regulations and unfavorable resolution of these issues may harm our business
and results of operations.
Our future expenses may increase significantly and our operations and ability to expand may be limited as a result of environmental and other
regulations.
A variety of federal, provincial, state and local laws, rules and regulations throughout the world, including local tax and accounting rules, apply to our
business. These relate to, among other things, the auction business, imports and exports of equipment, property ownership laws, licensing, worker safety,
privacy of customer information, land use and the use, storage, discharge and disposal of environmentally sensitive materials. Complying with revisions to
laws, rules and regulations could result in an increase in expenses and a deterioration of our financial performance. Failure to comply with applicable laws,
rules and regulations could result in substantial liability to us, suspension or cessation of some or all of our operations, restrictions on our ability to expand at
present locations or into new locations, requirements for the acquisition of additional equipment or other significant expenses or restrictions.
The development or expansion of auction sites depends upon receipt of required licenses, permits and other governmental authorizations. Our inability to
obtain these required items could harm our business. Additionally, changes or concessions required by regulatory authorities could result in significant delays
in, or prevent completion of, such development or expansion.
Under some environmental laws, an owner or lessee of, or other person involved in, real estate may be liable for the costs of removal or remediation of
hazardous or toxic substances located on or in, or emanating from, the real estate, and related costs of investigation and property damage. These laws often
impose liability without regard to whether the owner, lessee or other person knew of, or was responsible for, the presence of the hazardous or toxic substances.
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Environmental contamination may exist at our owned or leased auction sites, or at other sites on which we may conduct auctions, or properties that we may be
selling by auction, from prior activities at these locations or from neighboring properties.
In addition, auction sites that we acquire or lease in the future may be contaminated, and future use of or conditions on any of our properties or sites could
result in contamination. The costs related to claims arising from environmental contamination of any of these properties could harm our financial condition
and results of operations.
There are restrictions in the United States, Canada and Europe and other jurisdictions in which we do business that may affect the ability of equipment owners
to transport certain equipment between specified jurisdictions or the saleability of older equipment. One example of these restrictions is environmental
certification requirements in the United States, which prevent non-certified equipment from entering into commerce in the United States. In addition, engine
emission standards in some jurisdictions limit the operation of certain trucks and equipment in those markets.
These restrictions, or changes to environmental laws, including laws in response to climate change, could inhibit materially the ability of customers to ship
equipment to or from our auction sites, reducing our GTV and harming our business, financial condition and results of operations.
International bidders and consignors could be deterred from participating in our auctions if governmental bodies impose additional export or import
regulations or additional duties, taxes or other charges on exports or imports. Reduced participation by international bidders and consignors could reduce GTV
and harm our business, financial condition and results of operations.
Our substantial international operations expose us to foreign exchange rate fluctuations that could harm our results of operations.
We conduct business in many countries around the world and intend to continue to expand our presence in international markets, including emerging markets.
Fluctuating currency exchange rates may negatively affect our business in international markets and our related results of operations.
Although we report our financial results in U.S. dollars, a significant portion of our revenues and expenses are generated outside the United States, primarily
in currencies other than the U.S. dollar. In particular, a significant portion of our revenues are earned, and expenses incurred, in the Canadian dollar and the
Euro. As a result, our financial results are impacted by fluctuations in foreign currency exchange rates. We do not currently engage in foreign currency
hedging arrangements, and, consequently, foreign currency fluctuations may adversely affect our results of operations.
The results of operations of our foreign subsidiaries are translated from local currency into U.S. dollars for financial reporting purposes. If the U.S. dollar
weakens against foreign currencies, the translation of these foreign currency denominated revenues or expenses will result in increased U.S. dollar
denominated revenues and expenses. Similarly, if the U.S. dollar strengthens against foreign currencies, particularly the Canadian dollar and the Euro, our
translation of foreign currency denominated revenues or expenses will result in lower U.S. dollar denominated revenues and expenses. Foreign currency
movements relative to the U.S. dollar positively impacted revenues by $3.2 million in 2017, and negatively by $6.8 million and $40.5 million, respectively, in
2016 and 2015.
In addition, currency exchange rate fluctuations between the different countries in which we conduct our operations impact the purchasing power of buyers,
the motivation of consignors, asset values and asset flows between various countries, including those in which we do not have operations. These factors and
other global economic conditions may harm our business and our results of operations.
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Our business is subject to the risks of operating internationally.
We operate in a large number of international jurisdictions. There are risks inherent in doing business internationally, including, but not limited to:
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trade barriers, trade regulations, currency controls, import or export regulations, and other restrictions on doing business freely;
local labor, environmental, tax, and other laws and regulations, and uncertainty or adverse changes in such laws and regulations or the interpretations
thereof;
difficulties in staffing and managing foreign operations;
economic, political, social or labor instability or unrest, or changes in conditions;
terrorism, war, hostage-taking, or military repression;
corruption;
expropriation and nationalization;
high rates of inflation; and
uncertainty as to litigation in foreign jurisdictions and enforcement of local laws.
If we violate the complex foreign and U.S. laws and regulations that apply to our international operations, we may face fines, criminal actions or sanctions,
prohibitions on the conduct of our business and damage to our reputation. These risks inherent in our international operations increase our costs of doing
business internationally and may result in a material adverse effect on our operations or profitability.
Our business operations may be subject to a number of federal and local laws, rules and regulations including export control regulations.
Our business operations may be subject to a number of federal and local laws, rules and regulations, including the Export Administration Regulations, or
EAR, maintained by the U.S. Department of Commerce, the International Traffic in Arms Regulations, or ITAR, maintained by the U.S. Department of State,
economic sanctions regulations maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, and similar regulations in
Canada and the European Union (“EU”). We have implemented procedures regarding compliance with these laws, including monitoring, on an automatic and
manual basis, the potential sellers and buyers in our marketplace and restricting business from certain countries. We can offer no assurances that these
procedures will always be effective.
We have implemented certain processes and procedures to prevent sellers and buyers that are located in a prohibited jurisdiction or are prohibited persons
from participating in our marketplaces. Such processes and procedures are designed so that our business is in compliance with OFAC-administered sanctions
regulations and other applicable sanction regulations, including those in Canada and the E.U.
If we were to violate applicable export control or sanctions regulations, we could be subject to administrative or criminal penalties which, in certain
circumstances, could be material. We could be subject to damages, financial penalties, denial of export privileges, incarceration of our employees, other
restrictions on our operations, and reputational harm. Further, any action on the part of the U.S. Department of State, the U.S. Department of Commerce,
OFAC or other applicable regulator against the company or any of our employees for potential violations of these laws could have a negative impact on our
reputation and business, which might decrease stockholder value.
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Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or the FCPA, the Corruption of Foreign Public Officials Act, or the CFPOA, and similar laws associated with our activities outside of the
United States could subject us to penalties and other adverse consequences.
We are subject to the FCPA, the CFPOA, the U.S. domestic bribery statute contained in 18 U.S.C. §201, the U.S. Travel Act, the USA PATRIOT Act, the
United Kingdom Bribery Act of 2010, or the U.K. Bribery Act, and possibly other anti-corruption, anti-bribery and anti-money laundering laws in countries in
which we conduct activities or facilitate the buying and selling of equipment. We face significant risks if we fail to comply with the FCPA, the CFPOA and
other anti-corruption and anti-bribery laws that prohibit companies and their employees and third-party intermediaries from authorizing, offering or providing,
directly or indirectly, improper payments or benefits to foreign government officials, political parties or candidates, employees of public international
organizations, and private-sector recipients for the corrupt purpose of obtaining or retaining business, directing business to any person, or securing any
advantage. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that
are prohibited by the FCPA, the CFPOA or other applicable laws and regulations. In addition, we leverage various third parties to sell our solutions and
conduct our business abroad. We, our channel partners, and our other third-party intermediaries may have direct or indirect interactions with officials and
employees of government agencies or state-owned or affiliated entities. We may be held liable for the corrupt or other illegal activities of these third-party
intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. Our Code of Business
Conduct and Ethics and other corporate policies mandate compliance with these anti-bribery laws, which often carry substantial penalties.
Any violation of the FCPA, other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints,
adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment
from U.S. government contracts, which could have a material and adverse effect on our reputation, business, operating results and prospects. In addition,
responding to any enforcement action may result in a materially significant diversion of management’s attention and resources and significant defense costs
and other professional fees.
We are pursuing a long-term growth strategy that includes acquisitions and developing and enhancing an appropriate sales strategy, which requires
upfront investment with no guarantee of long-term returns.
We continue to pursue a long-term growth strategy, including developing and enhancing an appropriate sales strategy, that contemplates upfront investments,
including (i) investments in emerging markets that may not generate profitable growth in the near term, (ii) adding new business and information solutions,
and (iii) developing our people. Planning for future growth requires investments to be made now in anticipation of growth that may not materialize, and if our
strategies do not successfully address the needs of current and potential customers, we may not be successful in maintaining or growing our GTV and our
financial condition and results of operations may be adversely impacted. We may also not be able to improve our systems and controls as a result of increased
costs, technological challenges, or lack of qualified employees. A large component of our selling, general and administrative expenses is considered fixed
costs that we will incur regardless of any GTV growth. There can be no assurances that our GTV and revenues will be maintained or grow at a more rapid rate
than our fixed costs.
Part of our growth strategy includes growth through acquisitions, such as the Acquisition, which poses a number of risks. We may not be successful in
identifying appropriate acquisition candidates, consummating acquisitions on satisfactory terms or integrating any newly acquired or expanded business with
our current operations. Additionally, significant costs may be incurred in connection with any acquisition and our integration of such businesses with our
business, including legal, accounting, financial advisory and other costs. We may also not realize the anticipated benefits of, and synergies from, such
acquisition. We cannot guarantee that any future business acquisitions will be pursued, that any acquisitions that are pursued will be consummated, or that we
will achieve the anticipated benefits of completed acquisitions.
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Our business is subject to risks relating to our ability to safeguard our information systems, including the cyber-security and privacy of our
customers’ confidential information.
We rely on information technology to manage our business, including maintaining proprietary databases containing sensitive and confidential information
about our customers, suppliers, counterparties and employees (which may include personally identifiable information and credit information). An increasing
number of websites have disclosed cyber breaches of their security, some of which have involved sophisticated and highly targeted attacks on portions of their
websites or infrastructure. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems, change frequently, we
may not be able to anticipate these techniques or to implement adequate preventative measures. Unauthorized parties may also attempt to gain access to our
systems or facilities through various means, including hacking into our systems or facilities, fraud, trickery or other means of deceiving our employees or
contractors. A party that is able to circumvent our security measures could misappropriate our or our customers’ confidential information, cause interruption
to our operations, damage our computing infrastructure or otherwise damage our reputation. Although we maintain information security measures, there can
be no assurance that we will be immune from these security risks, and any breach of our information security may have a material adverse impact on our
business and results of operations.
Under credit card payment rules and our contracts with credit card processors, if there is a breach of payment card information that we store, we could be
liable to the payment card issuing banks for their cost of issuing new cards and related expenses. We may also be held liable for certain fraudulent credit card
transactions and other payment disputes with customers. If we were unable to accept payment cards, our results of operations would be materially and
adversely affected.
Security breaches could damage our reputation, cause a loss of confidence in the security of our services and expose us to a risk of loss or litigation and
possible liability for damages. We may be required to make significant expenditures to protect against security breaches or to alleviate problems caused by
any breaches. These issues are likely to become costlier as we expand. Our insurance policies may not be adequate to reimburse us for losses caused by
security breaches, and we may not be able to fully collect, if at all, under these insurance policies.
Income and commodity tax amounts, including tax expense, may be materially different than expected.
Our global operations are subject to tax interpretations, regulations, and legislation in the numerous jurisdictions in which we operate, all of which are subject
to continual change.
We accrue and pay income taxes and have significant income tax assets, liabilities, and expense that are estimates based primarily on the application of those
interpretations, regulations and legislation, and the amount and timing of future taxable income. Accordingly, we cannot be certain that our estimates and
reserves are sufficient. The timing concerning the monetization of deferred income tax amounts is uncertain, as they are dependent on our future earnings and
other events. Our deferred income tax amounts are valued based upon substantively enacted income tax rates in effect at the time, which can be changed by
governments in the future.
The audit and review activities of tax authorities affect the ultimate determination of the actual amounts of commodity taxes payable or receivable, income
taxes payable or receivable, deferred income tax assets and liabilities, and income tax expense.
There is no assurance that taxes will be payable as anticipated or that the amount or timing of receipt or use of the tax-related assets will be as currently
expected. Our experience indicates that taxation authorities are increasing the frequency and depth of audits and reviews and, while our approach to
accounting for tax positions has generally been deemed appropriate through recent audits by taxation authorities, future tax authority determinations could
have a material impact to our financial position.
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The effects of newly enacted U.S. tax legislation have not yet been fully analyzed and could be materially different from our current estimates.
On December 22, 2017, U.S. tax legislation known as the Tax Cuts and Jobs Act, or TCJA, was signed into law, significantly reforming the U.S. Internal
Revenue Code. The TCJA, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of
interest, allows for the expensing of capital expenditures, puts into effect the migration from a “worldwide” system of taxation to a territorial system and
modifies or repeals many business deductions and credits. The TCJA added a minimum tax on a U.S. corporation’s taxable income after adding back certain
deductible payments to non-U.S. affiliates. In addition, the TCJA disallows deductions for interest and royalty payments from U.S. companies to non-U.S.
affiliates that are hybrid payments or made to hybrid entities. We continue to examine the impact the TCJA may have on our business. Our net deferred tax
assets and liabilities will be revalued at the newly enacted U.S. corporate rate, and the impact will be recognized in our tax expense in the year of enactment.
The impact of the TCJA on holders of common shares is uncertain and could be adverse.
Losing the services of one or more key personnel could materially affect our business and require us to incur substantial additional costs to recruit
replacement personnel.
The growth and performance of our business depends to a significant extent on the efforts and abilities of our executive officers and senior managers. Many of
our key executives have extensive experience with our business. These officers have knowledge and an understanding of our company and industry that
cannot be readily duplicated. The loss of any member of our senior management team could impair our ability to execute our business plan and growth
strategy, cause us to lose customers and reduce our revenues.
Our business could be harmed if we lost the services of any of these individuals. We do not maintain key person insurance on the lives of any of our executive
officers. As a result, we would have no way to cover the financial loss if we were to lose the services of members of our senior management team. This
uncertainty may adversely affect our ability to attract and retain key employees.
If any of our key personnel were to join a competitor or form a competing company, existing and potential customers could choose to form business
relationships with that competitor instead of us. There can be no assurance that confidentiality, non-solicitation, non-competition or similar agreements signed
by our former directors, officers, or employees, or by IronPlanet stockholders or our transactional counterparties, will be effective in preventing a loss of
business.
Our future success largely depends on our ability to attract, develop and retain skilled employees in all areas of our business, as well as to design an
appropriate organization structure and plan effectively for succession. Although we actively manage our human resource risks, there can be no assurance that
we will be successful in our efforts. If we fail to attract, develop and retain skilled employees in all areas of our business, our financial condition and results of
operations may be adversely affected and we may not achieve our growth or performance objectives.
We are regularly subject to general litigation and other claims, which could have an adverse effect on our business and results of operations.
We are subject to general litigation and other claims that arise in the ordinary course of our business. The outcome and impact of such litigation cannot be
predicted with certainty, but regardless of the outcome, these proceedings can have an adverse impact on us because of legal costs, diversion of management
resources and other factors. While the results of these claims have not historically had a material effect on our business, financial condition or results of
operations, we may not be able to defend ourselves adequately against these claims in the future, and these proceedings may have a material adverse impact
on our financial condition or results of operations.
In addition to other legal proceedings, we may also be subject to intellectual property claims, which are extremely costly to defend, could require us to pay
significant damages, and could limit our ability to use certain technologies in the future. Companies in the Internet and technology industries are frequently
subject to litigation based on allegations of infringement or other violations of intellectual property rights.
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We periodically receive notices that claim we have infringed, misappropriated, or misused other parties’ intellectual property rights. To the extent we gain
greater public recognition, we may face a higher risk of being the subject of intellectual property claims.
Third-party intellectual property rights may cover significant aspects of our technologies or business methods or block us from expanding our offerings. Any
intellectual property claim against us, with or without merit, could be time consuming and expensive to settle or litigate and could divert the attention of our
management. Litigation regarding intellectual property rights is inherently uncertain due to the complex issues involved, and we may not be successful in
defending ourselves in such matters.
Many potential litigants, including some patent holding companies, have the ability to dedicate substantial resources to enforcing their intellectual property
rights. Any claims successfully brought against us could subject us to significant liability for damages, and we may be required to stop using technology or
other intellectual property alleged to be in violation of a third party’s rights. We also might be required to seek a license for third-party intellectual property.
Even if a license is available, we could be required to pay significant royalties or submit to unreasonable terms, which would increase our operating expenses.
We may also be required to develop alternative non-infringing technology, which could require significant time and expense. If we cannot license or develop
technology for any allegedly infringing aspect of our business, we would be forced to limit our service and may be unable to compete effectively. Any of these
results could harm our business.
We may be unable to adequately protect or enforce our intellectual property rights, which could harm our reputation and adversely affect our
growth prospects.
We regard our proprietary technologies and intellectual property as integral to our success. We protect our proprietary technology through a combination of
trade secrets, third-party confidentiality and nondisclosure agreements, additional contractual restrictions on disclosure and use, and patent, copyright, and
trademark laws.
We currently are the registered owners of many Internet domain names internationally. As we seek to protect our domain names in an increasing number of
jurisdictions, we may not be successful in doing so in certain jurisdictions. Our competitors may adopt trade names or domain names similar to ours, thereby
impeding our ability to promote our marketplace and possibly leading to customer confusion. In addition, we could face trade name or trademark or service
mark infringement claims brought by owners of other registered or unregistered trademarks or service marks, including trademarks or service marks that may
incorporate variations of our brand names. The legal means we use to protect our proprietary technology and intellectual property do not afford complete
protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. We cannot guarantee that any of our present or
future intellectual property rights will not lapse or be invalidated, circumvented, challenged or abandoned; our intellectual property rights will provide
competitive advantages to us; our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be
limited by our agreements with third parties; any of our pending or future patent applications will be issued or have the coverage originally sought; or our
intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak.
We also may allow certain of our registered intellectual property rights, or our pending applications or registrations for intellectual property rights, to lapse or
to become abandoned if we determine that obtaining or maintaining the applicable registered intellectual property rights is not worthwhile.
Further, although it is our practice to enter into confidentiality agreements and intellectual property assignment agreements with our employees and
contractors, these agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the
event of unauthorized use or disclosure or other breaches of the agreements.
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Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy, reverse engineer, or otherwise obtain and use our products or
technology. We cannot be certain that we will be able to prevent unauthorized use of our technology or infringement or misappropriation of our intellectual
property, particularly in foreign countries where the laws may not protect our proprietary rights. Effective patent, copyright, trademark, service mark, trade
secret, and domain name protection is time-consuming and expensive to maintain. Litigation may be necessary to enforce our intellectual property rights, to
protect our trade secrets, or to determine the validity and scope of the proprietary rights of others, which could result in substantial costs and diversion of our
resources. In addition, our efforts may be met with defenses and counterclaims challenging the validity and enforceability of our intellectual property rights or
may result in a court determining that our intellectual property rights are unenforceable. If we are unable to cost-effectively protect our intellectual property
rights, then our business could be harmed. If competitors are able to use our technology or develop proprietary technology similar to ours or competing
technologies, our ability to compete effectively and our growth prospects could be adversely affected.
We are subject to the terms of open source licenses because our technology platform incorporates open source software.
Some of the software powering our marketplace incorporates software covered by open source licenses. The terms of many open source licenses have not
been interpreted by U.S. courts and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our
ability to operate our marketplace. Under certain open source licenses, we could be required to publicly release the source code of our software or to make our
software available under open source licenses. To avoid the public release of the affected portions of our source code, we could be required to expend
substantial time and resources to re-engineer some or all of our software which could significantly interrupt our operations.
In addition, use of open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not
provide warranties or controls on the origin of the software. Use of open source software may also present additional security risks because the public
availability of this software may make it easier for hackers and other third parties to determine how to compromise our technology platform. Any of these
risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, financial condition and results of operations.
Our business continuity plan may not operate effectively in the event of a significant interruption of our business.
We depend on our information and other systems and processes for the continuity and effective operation of our business. We have implemented a formal
business continuity plan covering most significant aspects of our business that would take effect in the event of a significant interruption to our business, or
the loss of key systems as a result of a natural or other disaster. Although we have tested our business continuity plan as part of the implementation, there can
be no assurance that it will operate effectively or that our business, results of operations and financial condition will not be materially affected in the event of a
significant interruption of our business.
If we were subject to a disaster or serious security breach, it could materially damage our business, financial condition and results of operations.
Our insurance may be insufficient to cover losses that may occur as a result of our operations.
We maintain property and general liability insurance. This insurance may not remain available to us at commercially reasonable rates, and the amount of our
coverage may not be adequate to cover all liabilities that we may incur. Our auctions generally involve the operation of large equipment close to a large
number of people, and despite our focus on safe work practices, an accident could damage our facilities or injure auction attendees. Any major accident could
harm our reputation and our business. In addition, if we were held liable for amounts exceeding the limits of our insurance coverage or for claims outside the
scope of our coverage, the resulting costs could harm our financial condition and results of operations.
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Certain global conditions may affect our ability to conduct successful events.
Like most businesses with global operations, we are subject to the risk of certain global conditions, such as pandemics or other disease outbreaks or natural
disasters that could hinder our ability to conduct our scheduled auctions, restrict our customers’ travel patterns or their desire to attend auctions or impact our
online operations, including disrupting the Internet or mobile networks or one or more of our service providers. If this situation were to occur, we may not be
able to generate sufficient equipment consignments to sustain our business or to attract enough bidders to our auctions to achieve world fair market values for
the items we sell. This could harm our financial condition and results of operations.
Our operating results are subject to quarterly variations.
Historically, our revenues and operating results have fluctuated from quarter to quarter. We expect to continue to experience these fluctuations as a result of
the following factors, among others:
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the size, timing and frequency of our auctions;
the seasonal nature of the auction business in general, with peak activity typically occurring in the second and fourth calendar quarters, mainly as a result
of the seasonal nature of the construction and natural resources industries;
the performance of our underwritten (guarantee and outright purchase) contracts;
general economic conditions in the geographical regions in which we operate; and
the timing of acquisitions and development of auction facilities and related costs.
In addition, we may incur substantial costs when entering new geographies and the profitability of operations at new locations is uncertain as a result of the
increased variability in the number and size of auctions at new sites. These and other factors may cause our future results to fall short of investor expectations
or not to compare favorably to our past results. Further, as our results generally fluctuate from quarter to quarter, period-to-period comparisons of our results
of operations may not be meaningful indicators of future performance.
New regulation in the areas of consumer privacy and commercial electronic messages may restrict or increase costs of our marketing efforts.
Our operation and marketing activities are subject to various types of regulations, including laws relating to the protection of personal information, consumer
protection and competition. User data protection and communication-based laws may be interpreted and applied inconsistently from country to country, and
these laws continue to develop in ways we cannot predict and that may adversely affect our business. Complying with these varying national requirements
could cause us to incur substantial costs or require us to change our business practices in a manner with adverse effects on our business, and violations of
privacy-related laws can result in significant penalties. See “— We process, store, and use personal information and other data, which subjects us to a variety
of evolving governmental regulation, industry standards and self-regulatory schemes, contractual obligations, and other legal obligations related to privacy
and data protection, which may increase our costs, decrease adoption and use of our products and services and expose us to liability.” A determination that
there have been violations of laws relating to our marketing practices under communications-based laws could expose us to significant damage awards, fines
and other penalties that could, individually or in the aggregate, materially harm our business.
One example of such a law is Canada’s Anti-Spam Law, or CASL, which came into force on July 1, 2014. CASL prohibits the transmission of electronic
messages for commercial purposes to an electronic address, which includes an electronic mail account, an instant messaging account, a telephone account, or
any similar account, unless the recipient has consented to receiving the message and the message complies with the requirements under CASL, including the
implementation of an unsubscribe mechanism. CASL further imposes certain restrictions on a service provider’s ability to automatically install or cause to be
installed computer software (including software updates) on a person’s device without the person’s consent. CASL, in its current form, may impose additional
costs and processes with respect to communicating with existing and prospective customers and may limit cross-selling opportunities for affiliated companies,
depending on whether the appropriate consents have been obtained. Penalties for non-compliance with CASL are considerable, including administrative
monetary penalties of up to 10 million Canadian dollars.
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The provisions of CASL providing a private right of action were intended to come into force on July 1, 2017; however, this has been suspended by the
Canadian federal government pending further review. If the provisions providing for a private right of action take effect at a later date, they will allow any
person to bring claims for contravention of CASL’s terms. The private right of action may lead to increased risk of class action suits. The Canadian Radio-
television and Telecommunications Commission has also begun actively enforcing CASL and penalizing non-compliant organizations.
We process, store, and use personal information and other data, which subjects us to a variety of evolving governmental regulation, industry
standards and self-regulatory schemes, contractual obligations, and other legal obligations related to privacy and data protection, which may
increase our costs, decrease adoption and use of our products and services and expose us to liability.
There are a number of federal, provincial, state, local laws, rules and regulations, as well as contractual obligations and industry standards, that provide for
certain obligations and restrictions with respect to data privacy and security, and the collection, storage, retention, protection, use, processing, transmission,
sharing, disclosure and protection of personal information and other customer data. The scope of these obligations and restrictions is changing, subject to
differing interpretations, and may be inconsistent among countries or conflict with other rules, and their status remains uncertain.
Within the EU, strict laws, including EU Directive 95/46/EC, already apply in connection with the collection, storage, retention, protection, use, processing,
transmission, sharing, disclosure and protection of personal information and other customer data. The EU model has been replicated substantially or in part in
various jurisdictions outside the United States. Data protection regulators within the EU and other jurisdictions have the power to fine non-compliant
organizations significant amounts and seek injunctive relief, including the cessation of certain data processing activities. If personal data transfers to us and by
us from the EU are considered illegitimate under EU Directive 95/46/EC and applicable member states’ implementations thereof, we may face a risk of
enforcement actions taken by EU data protection authorities.
Additionally, the General Data Protection Regulation (“GDPR”), which replaces the EU Directive 95/46/EC and strengthens the existing data protection
regulations in the EU, is set to enter into full force on May 25, 2018. The GDPR applies to all EU citizens’ data, regardless of whether such data is collected,
stored or processed within the EU. Penalties for non-compliance with the GDPR are considerable, allowing EU regulators to impose a monetary penalty equal
to the greater of €100 million or 4% of a non-compliant organization’s worldwide annual sales. Such fines would be in addition to the rights of individuals to
sue for damages in respect of any data privacy breach which causes them to suffer loss.
As Internet commerce and related technologies continue to evolve, thereby increasing a service provider’s capacity to collect, store, retain, protect, use,
process and transmit large volumes of personal information, increasingly restrictive regulation by federal, provincial, state or foreign agencies becomes more
likely. We believe that the adoption of increasingly restrictive regulation in the field of data privacy and security is likely in both the United States and in other
jurisdictions, possibly as restrictive as the EU model. Obligations and restrictions imposed by current and future applicable laws, regulations, contracts and
industry standards may affect our ability to provide all the current features of our products and services, and could require us to change our business practices
in a manner adverse to our business.
In 2015, Canada’s federal privacy legislation was amended to implement mandatory data breach notification requirements and fines of up to 100,000
Canadian dollars per occurrence for organizations that fail to keep a log of breaches or notify the Office of the Privacy Commissioner or affected individuals.
The amendments are not yet in force pending approval of related regulations, which were published for public comment in 2017. Such obligations and
restrictions may limit our ability to collect, store, process, use, transmit and share data with our affiliated entities and third party partners. Compliance with,
and other burdens imposed by, such obligations and restrictions could increase the cost of our operations. Failure to comply with obligations and restrictions
related to data privacy and security could subject us to lawsuits, fines, criminal penalties, statutory damages, consent decrees, injunctions, adverse publicity
and other losses that could harm our business.
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In addition to government activity, privacy advocacy groups and industry groups have adopted and are considering the adoption of various self-regulatory
standards and codes of conduct that, if applied to our business or current practices may place additional burdens on us, which may increase the costs of our
products and services further reducing demand and harming our business.
Our customers may also accidentally disclose their passwords or store them on a mobile device that is lost or stolen, creating the perception that our systems
are not secure against third-party access. Additionally, our third-party contractors may have access to customer data. If these or other third-party vendors
violate applicable laws or our policies, such violations may also put our customers’ information at risk and could in turn have a material and adverse effect on
our business. Any failure by us to protect our customers’ privacy and data, including as a result of our systems being compromised by hacking or other
malicious or surreptitious activity, could result in a loss of customer confidence and ultimately in a loss of customers, which could materially and adversely
affect our business.
Our articles, by-laws, shareholder rights plan and Canadian legislation contain provisions that may have the effect of delaying or preventing a
change in control.
Certain provisions of our articles of amalgamation, and by-laws, as well as certain provisions of the Canada Business Corporations Act (the “CBCA”) and
applicable Canadian securities law, could discourage potential acquisition proposals, delay or prevent a change in control or materially adversely impact the
price that certain investors might be willing to pay for our common shares. Our articles of amalgamation authorize our board of directors to determine the
designations, rights and restrictions to be attached to, and to issue an unlimited number of, junior preferred shares and senior preferred shares.
Our by-laws contain provisions establishing that shareholders must give advance notice to us in circumstances where nominations of persons for election to
our board of directors are made by our shareholders other than pursuant to either a requisition of a meeting made in accordance with the provisions of the
CBCA or a shareholder proposal made in accordance with the provisions of the CBCA.
Among other things, these advance notice provisions set a deadline by which shareholders must notify us in writing of an intention to nominate directors for
election to the board of directors prior to any shareholder meeting at which directors are to be elected and set forth the information required in this notice for it
to be valid.
Our board of directors has adopted a shareholder rights plan (the “Rights Plan”), pursuant to which we issued one right in respect of each common share
outstanding. Under the Rights Plan, following a transaction in which any person becomes an “acquiring person” as defined in the Rights Plan, each right will
entitle the holder to receive a number of common shares provided in the Rights Plan. The purposes of the Rights Plan are (i) to provide our board of directors
time to consider value-enhancing alternatives to a take-over bid and to allow competing bids to emerge; (ii) to ensure that shareholders are provided equal
treatment under a take-over bid; and (iii) to give adequate time for shareholders to properly assess a take-over bid without undue pressure. The Rights Plan can
potentially impose a significant penalty on any person commencing a takeover bid that would result in the offeror becoming the beneficial owner of 20% or
more of our outstanding common shares.
Any of these provisions, as well as certain provisions of the CBCA and applicable Canadian securities law, may discourage a potential acquirer from
proposing or completing a transaction that may have otherwise presented a premium to our shareholders.
U.S. civil liabilities may not be enforceable against us, our directors, or our officers.
We are governed by the CBCA and our principal place of business is in Canada. Many of our directors and officers reside outside of the United States, and all
or a substantial portion of their assets, as well as a substantial portion of our assets, are located outside the United States. As a result, it may be difficult for
investors to effect service of process within the United States upon us and such directors and officers or to enforce judgments obtained against us or such
persons, in U.S. courts, in any action, including actions predicated upon the civil liability provisions of U.S. federal securities laws or any other laws of the
United States.
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Additionally, rights predicated solely upon civil liability provisions of U.S. federal securities laws or any other laws of the United States may not be
enforceable in original actions, or actions to enforce judgments obtained in U.S. courts, brought in Canadian courts, including courts in the Province of British
Columbia.
We are governed by the corporate laws of Canada which in some cases have a different effect on shareholders than the corporate laws of Delaware.
We are governed by the CBCA and other relevant laws, which may affect the rights of shareholders differently than those of a company governed by the laws
of a U.S. jurisdiction, and may, together with our charter documents, have the effect of delaying, deferring or discouraging another party from acquiring
control of our company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such
an instance.
ITEM 1B: UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2:
PROPERTIES
We own and lease various properties in Canada, the United States and 10 other countries around the world. We use the properties as auction sites and
executive and administrative offices. Our corporate headquarters are located in Burnaby, Canada, and are held through a lease that expires in May 2030. We
also lease a United States Leadership Office in Chicago, United States, a European head office in Breda, the Netherlands, and IronPlanet’s head office in
Pleasanton, United States. We own an administrative office in Lincoln, United States.
International network of auction sites
We generally attempt to establish our auction sites in industrial areas close to major cities. Although we lease some auction sites, we have historically
preferred to purchase land and construct purpose-built facilities once we have established a base of business and determined that a region can generate
sufficient financial returns to justify the investment.
We generally do not construct a permanent auction site in a region until we have conducted several offsite sales in the area, and often we will operate from a
regional auction site for several years before considering a more permanent investment. This process allows us to establish our business and evaluate the
market potential before we make a significant investment. We will not invest in a permanent auction site unless we believe there is an opportunity for
significant, profitable growth in that region. Our average expenditure on a permanent auction site has been in the range of $20 to $25 million in recent years,
including land, improvements and buildings.
We currently have 45 locations in our auction site network. A permanent auction site includes locations that we own and on which we have constructed an
auction theatre and other facilities (e.g. refurbishment), and that we lease with an original term longer than three years and on which we have built permanent
structures with an investment of more than $1.5 million. We have 39 permanent auction sites as of the date of this Annual Report on Form 10-K.
A regional auction site is a location that we lease on a term longer than one year, have limited investment in facilities (i.e. less than $1.5 million) and on which
we average more than two auctions per year on a rolling two-year basis and have at least two full time staff. This category also includes sites located on land
that we own with limited investment in facilities. We have six regional auction sites as of the date of this Annual Report on Form 10-K.
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Our auction site network as of the date of this discussion is as follows:
Total
Number of acres
Developed
Developable
Year placed
into service
Permanent auction sites
Canada:
Edmonton, Alberta
Grande Prairie, Alberta
Prince George, British Columbia1
Montreal, Quebec
Toronto, Ontario
Saskatoon, Saskatchewan
Regina, Saskatchewan
Halifax, Nova Scotia
Chilliwack, British Columbia
United States:
Orlando, Florida
Chehalis, Washington
North East, Maryland
Denver, Colorado
Kansas City, Missouri
Columbus, Ohio
Houston, Texas
Minneapolis, Minnesota
Raleigh-Durham, North Carolina 1
Fort Worth, Texas
Atlanta, Georgia
Chicago, Illinois
Sacramento, California
Nashville, Tennessee
Las Vegas, Nevada
St Louis, Missouri1
Los Angeles, California
Phoenix, Arizona
Salt Lake City, Utah
Albuquerque, New Mexico1
Albuquerque, New Mexico
Ritchie Bros.
267
153
114
91
65
60
47
28
24
227
204
193
143
140
135
128
122
113
127
94
91
90
81
77
67
65
48
37
11
4
175
68
60
68
65
38
17
28
24
189
131
80
70
40
95
116
70
45
127
62
71
90
70
77
63
63
48
37
11
1
92
68
50
-
-
13
30
-
-
27
40
28
72
60
30
-
52
56
-
7
20
-
11
-
4
2
-
-
-
2
2002
2009
2003
2000
1998
2006
2007
1997
2010
2002
2012
2001
2007
2008
2007
2009
2009
2012
1994
1996
2000
2005
2006
2012
2010
2000
2002
2010
1999
2010
Nature
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Owned
Owned
Leased
Owned
Leased
Lease
expiry date
31-May-33
28-Feb-24
15-May-18
30
Permanent auction sites
(continued)
Other:
Mexico City (Polotitlan), Mexico
Madrid (Ocaña), Spain
Moerdijk, The Netherlands
Milan (Caorso), Italy
Paris (St. Aubin sur Gaillon), France
Dubai, United Arab Emirates
Brisbane, Australia
Meppen, Germany
Melbourne (Geelong), Australia
Tokyo (Narita), Japan
Regional auction sites
Tipton, United States
Manchester, United States1
North Franklin, United States
North Battleford, Canada
Lethbridge, Canada
Donington Park, United Kingdom2
Total
Number of acres
Developed
Developable
Year placed
into service
Nature
Lease
expiry date
324
85
62
62
50
44
42
41
40
17
82
65
62
42
50
44
42
41
40
17
207
20
-
10
-
-
-
-
-
-
2008
2010
1999
2010
2008
1999
1999
2010
2013
2010
Total
Number of acres
Developed
Developable
Year placed
into service
60
54
23
21
24
11
60
25
23
11
20
11
-
10
-
10
4
-
2010
2013
2017
2017
2011
2012
Owned
Owned
Owned
Owned
Owned
Leased
Owned
Leased
Owned
Owned
Nature
Leased
Leased
Leased
Leased
Leased
Leased
30-Jun-19
31-Oct-19
Lease
expiry date
30-Jun-21
1-Oct-18
31-Jul-21
14-Nov-19
31-Dec-19
31-Dec-18
(1) On November 9, 2017, we announced the closure of these Northern American sites. See further details below.
(2) We received early notification from the landlord that the lease for Donington Park will be terminated effective December 31, 2018 instead of December
31, 2020. We intend to continue operating in the United Kingdom and, as such are exploring alternative sites within this region for relocation.
We also own the following developable properties that are not currently under development but are available for future auction site expansion:
Casa Grande, United States
Tulare, United States
Number
of acres
Year
acquired
125
99
2010
2011
We believe that our administrative offices and developed auction sites are adequate and suitable for the conduct of our operations. Further, we believe that our
properties that are being developed to expand our existing auction sites are sufficient to support the growth of our live on site business.
Ritchie Bros.
31
The closure of five North American auction sites, as note above, was completed at the end of 2017. We have provided termination notices on the leased sites
and we are exploring various options towards the future use of the owned sites, including sale or lease. The closure of these five sites is one element of an
overall strategy to grow larger live auction events at the remaining yards as well as grow the online auction and online marketplace channels.
In mid-2017, with the acquisition of Iron Planet and signing of the strategic relationship with Caterpillar, we were able to conduct a very successful auction in
our Narita, Japan yard which we had previously considered exiting given our shift to increased digital sales in that market. We have decided to continue to
utilize the Narita yard in 2018 to conduct more live auctions in partnership with Nippon Cat and will not be pursuing any disposition of the Narita yard at this
time.
ITEM 3:
LEGAL PROCEEDINGS
We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material
proceedings contemplated by governmental authorities.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
Ritchie Bros.
32
PART II
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF
EQUITY SECURITIES
Outstanding Share Data
We are a public company and our common shares are listed under the symbol “RBA” on the New York Stock Exchange (“NYSE”) and the Toronto Stock
Exchange (“TSX”). Financial information about our equity and share-based payments is set forth in our consolidated financial statement footnotes 27 “Equity
and Dividends” and 28 “Share-based Payments” in “Part II, Item 8: “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Market Information
Our common shares, without par value, are issued in registered form. The transfer agent for the shares is Computershare Trust Company of Canada,
100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1. Our common shares trade on the NYSE and on the TSX under the symbol “RBA”. On
February 23, 2018, there were 322 holders of record of our common shares that do not include the shareholders for whom shares are held in a nominee or
street name.
The following table sets forth the high and low prices of our common shares by quarter for 2017 and 2016:
Quarter ended
December 31, 2017
September 30, 2017
June 30, 2017
March 31, 2017
December 31, 2016
September 30, 2016
June 30, 2016
March 31, 2016
NYSE (US dollars)
High
Low
TSX (Canadian dollars)
High
Low
$
$
$
$
$
$
$
$
31.66
31.75
33.00
35.21
39.96
36.79
34.69
27.59
$
$
$
$
$
$
$
$
24.08
26.68
27.65
30.41
33.50
27.13
26.41
21.03
$
$
$
$
$
$
$
$
39.57
39.47
44.95
46.58
52.88
48.29
44.20
35.75
$
$
$
$
$
$
$
$
30.63
34.03
36.64
40.07
45.47
34.80
34.58
29.73
Dividend Policy
We currently pay a regular quarterly cash dividend of $0.17 per common share. We currently intend to continue to declare and pay a regular quarterly cash
dividend on our common shares; however, any decision to declare and pay dividends in the future will be made at the discretion of our Board, after
considering our operating results, financial condition, cash requirements, financing agreement restrictions and any other factors our Board may deem relevant.
In 2017, we paid total cash dividends of $0.68 per common share, compared to $0.66 per common share in 2016, and $0.60 per common share in 2015.
Because Ritchie Bros. Auctioneers Incorporated is a holding company with no material assets other than the shares of its subsidiaries, our ability to pay
dividends on our common shares depends on the income and cash flow of our subsidiaries. No financing agreements to which our subsidiaries are party
currently restrict those subsidiaries from paying dividends.
Pursuant to income tax legislation, Canadian resident individuals who receive “eligible dividends” in 2006 and subsequent years will be entitled to an
enhanced gross-up and dividend tax credit on such dividends. All dividends that we pay are “eligible dividends” unless indicated otherwise.
Ritchie Bros.
33
Comparison of Cumulative Return
The following graph compares the cumulative return on a $100 investment in our common shares over the last five fiscal years beginning December 31, 2012
through December 31, 2017, to that of the cumulative return on a $100 investment in the Russell Global Index (“Russell 2000”), the S&P / TSX Composite
Index (“S&P/TSX”) and the Dow Jones Industrial Average Index (“DJIA”) for the same period. In calculating the cumulative return, reinvestment of
dividends, if any, is assumed. The indices are included for comparative purpose only. This graph is not “soliciting material,” is not deemed filed with the SEC
and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing.
Company / index
RBA (NYSE)
Russell 2000
S&P/TSX
DJIA
Ritchie Bros.
2012
2013
2014
2015
2016
2017
$
$
$
$
100.00
100.00
100.00
100.00
$
$
$
$
106.14
157.05
113.94
135.68
$
$
$
$
124.23
162.59
122.39
145.88
$
$
$
$
111.91
153.31
108.82
142.62
$
$
$
$
156.97
183.17
127.88
161.76
$
$
$
$
138.63
207.24
135.58
202.33
34
Securities Authorized for Issuance under Equity Compensation Plans
The following table is as of December 31, 2017:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
Number of securities to be issued
upon exercise of outstanding
options, warrants and rights
(a)
Weighted average exercise price of
outstanding options, warrants and
rights
(b)
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
(c)
5,278,385(1) $
-
5,278,385
$
24.29(2)
-
24.29
4,459,270(3)
-
4,459,270
(1) Reflects our stock option plans, performance share units (“PSUs”) granted under the Senior Executive PSU Plan (March 2015) and the Employee PSU
Plan (March 2015) (together, the “2015 PSU Plans”), Sign-On Grant PSUs granted to our Chief Executive Officer (“CEO”) (the “CEO SOG PSUs”) and
equity-classified restricted share units. This amount reflects 100% of target number of PSUs granted and includes dividend equivalent rights credited in
connection with such PSUs.
Under the 2015 PSU Plans, the number of PSUs that vest is conditional upon specified market, service, and performance vesting conditions being met. The
market vesting condition is based on the relative performance of our share price in comparison to the performance of a pre-determined portfolio of other
companies’ share prices. The non-market vesting conditions are based on the achievement of specific performance measures and can result in participants
earning between 0% and 200% of the target number of PSUs granted. Further, the Company has the option to choose whether to settle the PSUs in cash or
in shares.
The CEO SOG PSUs are subject to service and market vesting conditions based on the relative performance of our share price in comparison to the
performance of a pre-determined portfolio of other companies’ share prices and can result in earning between 0% and 200% of the target number of SOG
PSUs granted.
For a further description of our stock option plans and share unit plans, see “Part II, Item 8: Financial Statements and Supplementary Data”.
(2) Weighted average exercise price does not include the effect of our outstanding share units.
(3) Consists of:
a.
b.
c.
3,402,481 common shares available for issuance Amended and Restated Stock Option Plan, the IronPlanet 1999 Stock Plan, and the IronPlanet 2015
Stock Plan.
1,000,000 common shares that we may elect to issue upon settlement of our PSUs granted under the 2015 PSU Plans.
146,789 common shares that we may elect to issue upon settlement of our CEO SOG PSUs.
Issuer Purchases of Equity Securities
Share repurchase program
No share repurchases were made pursuant to our Normal Course Issuer Bid (“NCIB”), which expired March 2, 2017, or by any other means during 2017. For
details of the March 2016 share repurchases pursuant to our NCIB, refer to “Part II, Item 8: Financial Statements and Supplementary Data” presented
elsewhere in this Annual Report on Form 10-K.
Exchange Controls
Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-
resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to
U.S. Resident Holders (as defined below) of our common shares, except as discussed in “Certain Canadian Federal Income Tax Considerations for U.S.
Residents” below.
Ritchie Bros.
35
There are no limitations under the laws of Canada or in our organizational documents on the right of foreigners to hold or vote our common shares, except that
the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of control of Ritchie Bros. by a “non-
Canadian”. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately
controlled by non-Canadians.
Certain Canadian Federal Income Tax Considerations for U.S. Residents
The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations
enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States Income Tax Convention (1980) (the “Convention”) to the holding
and disposition of common shares.
This comment is restricted to holders of common shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention, (i)
is resident solely in the United States, (ii) is entitled to the full benefits of the Convention, (iii) holds all common shares as capital property, (iii) holds no
common shares that are “taxable Canadian property” (within the meaning of the Canadian Tax Act) of the holder, (iv) deals at arm’s length with and is not
affiliated with Ritchie Bros., (v) does not and is not deemed to use or hold any common shares in a business carried on in Canada, and (vi) is not an insurer
that carries on business in Canada and elsewhere (each such holder, a “U.S. Resident Holder”).
Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including limited liability companies) may not be
regarded by the Canada Revenue Agency (“CRA”) as entitled to the benefits of the Convention. Members of or holders of an interest in such an entity that
holds common shares should consult their own tax advisers regarding the extent, if any, to which the CRA will extend the benefits of the Convention to the
entity in respect of its common shares.
Generally, a U.S. Resident Holder’s common shares will be considered to be capital property of a U.S. Resident Holder provided that the U.S. Resident
Holder acquired the common shares as a long-term investment; is not a trader or dealer in securities; did not acquire, hold or dispose of the common shares in
one or more transactions considered to be an adventure or concern in the nature of trade (i.e. speculation); and does not hold the common shares as inventory
in the course of carrying on a business.
This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the
Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current
published administrative and assessing policies of the CRA. It is assumed that all such amendments will be enacted as currently proposed, and that there will
be no other material change to any applicable law or administrative or assessing practice, whether by judicial, legislative, governmental or administrative
decision or action, although no assurance can be given in these respects. Except as otherwise expressly provided, this summary does not take into account any
provincial, territorial or foreign tax considerations, which may differ materially from those set out herein.
This summary is of a general nature only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder of common shares, and
no representation with respect to Canadian federal income tax consequences to any holder of common shares is made herein. Accordingly, holders of common
shares should consult their own tax advisers with respect to their individual circumstances.
Disposition of common shares
A U.S. Resident Holder will not be subject to tax under the Canadian Tax Act in respect of any capital gain realized by such U.S. Resident Holder on a
disposition of common shares unless the common shares constitute “taxable Canadian property” (within the meaning of the Canadian Tax Act) of the U.S.
Resident Holder at the time of disposition and the U.S. Resident Holder is not entitled to relief under the Convention.
Ritchie Bros.
36
Generally, a U.S. Resident Holder’s common shares will not constitute “taxable Canadian property” of the U.S. Resident Holder at a particular time at which
the common shares are listed on a “designated stock exchange” (which currently includes the TSX and NYSE) unless at any time during the 60-month period
immediately preceding a disposition both of the following conditions are true:
(i)
the U.S. Resident Holder, any one or more persons with whom the U.S. Resident Holder does not deal at arm’s length, or any partnership in which the
holder or persons with whom the holder did not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships,
alone or in any combination, owned 25% or more of the issued shares of any class or series of our share capital; and
(ii) more than 50% of the fair market value of the common shares was derived directly or indirectly from, or from any combination of, real or immovable
property situated in Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (within the meaning of
the Canadian Tax Act), or options in respect of, interests in or civil law rights in, such properties whether or not such properties exist.
In certain circumstances, a common share may be deemed to be “taxable Canadian property” for purposes of the Canadian Tax Act.
Even if the common shares constitute “taxable Canadian property” to a U.S. Resident Holder, under the Convention, such a U.S. Resident Holder will not be
subject to tax under the Canadian Tax Act on any capital gain realized by such holder on a disposition of such common shares, provided the value of such
common shares is not derived principally from real property situated in Canada (within the meaning of the Convention).
U.S. Resident Holders whose shares may be taxable Canadian property should consult their own tax advisors.
Dividends on common shares
Under the Canadian Tax Act, dividends on shares paid or credited to a non-resident of Canada (or amounts paid or credited on account, or in lieu of payment
of, or in satisfaction of, dividends) will be subject to Canadian withholding tax at the rate of 25% of the gross amount of the dividends (subject to reduction
under the provisions of any applicable tax treaty). Under the Convention, a U.S. resident that beneficially owns the dividends will generally be subject to
Canadian withholding tax at the rate of 15% of the gross amount of such dividends unless the beneficial owner is a company which owns at least 10% of the
voting shares of Ritchie Bros. at that time, in which case the rate of Canadian withholding tax is generally reduced to 5%.
Ritchie Bros.
37
ITEM 6:
SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data as of and for the years ended December 31, 2013 through December 31, 2017. The
consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Prior to 2015, our
consolidated financial statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting
Standards Board (“IFRS”). All prior periods presented below have been restated from IFRS to U.S. GAAP. The following selected consolidated financial
information should be read in conjunction with “Part II, Item 7: Management’s Discussion and Analysis of Financial Conditions and Results of Operations”
and the consolidated financial statements and the notes thereto included in “Part II, Item 8: Financial Statements and Supplementary Data” presented
elsewhere in this Annual Report on Form 10-K. Also see “Recently Adopted Accounting Pronouncements” included in the notes to the consolidated financial
statements included elsewhere in this Annual Report on Form 10-K.
(in U.S.$000's, except per
share amounts)
Consolidated Income Statements Data
Revenues
Operating income
Income before income taxes
Net income attributable to stockholders
Earnings per share attributable to stockholders:
Basic
Diluted
Consolidated Balance Sheets Data
Working capital
Total assets
Long-term debt
Contingently redeemable non-controlling interests
Stockholders' equity
Consolidated Statements of Cash Flows Data
Dividends declared per common share
Acquisition of subsidiaries, net of cash acquired
Net capital spending
2017
610,517
107,454
77,394
75,027
0.70
0.69
120,032
2,017,312
812,892
-
739,682
0.68
675,851
34,411
$
$
$
$
$
$
$
$
$
$
Year ended and as at December 31,
2015
2016
2014
566,395
135,722
130,494
91,832
0.86
0.85
125,164
1,599,533
595,706
-
687,057
0.66
45,511
29,785
$
$
$
$
$
515,875
174,840
176,436
136,214
1.27
1.27
140,133
1,120,115
97,915
24,785
703,176
0.60
12,107
14,152
$
$
$
$
$
481,097
127,927
129,038
90,981
0.85
0.85
140,482
1,121,510
110,846
17,287
691,932
0.54
-
29,595
$
$
$
$
$
2013
467,403
136,959
134,755
93,644
0.88
0.87
110,205
1,161,985
177,234
8,303
686,095
0.51
-
37,066
Subsidiaries acquired as disclosed in the table above consist of IronPlanet in May 2017, Kramer in November 2016, Petrowsky in August 2016, Mascus in
February 2016, and Xcira in November 2015.
Ritchie Bros.
38
ITEM 7:
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
About Us
Ritchie Bros. Auctioneers Incorporated (“Ritchie Bros.”, the “Company”, “we”, or “us”) (NYSE & TSX: RBA) is a world leader in asset management and
disposition of used industrial equipment and other durable assets, selling $4.5 billion of used equipment and other assets during 2017. Our expertise,
unprecedented global reach, market insight, and trusted portfolio of brands provide us with a unique position in the used equipment market. We primarily sell
used equipment for our customers through live, unreserved auctions at 45 auction sites worldwide, which are simulcast online to reach a global bidding
audience. On May 31, 2017, we acquired IronPlanet Holdings, Inc. (“IronPlanet”) for $776.5 million, a leading online marketplace for heavy equipment and
other durable assets (the “Acquisition”). These complementary used equipment brand solutions, together with Marketplacee, our online marketplace that
supports reserved pricing, provide different value propositions to equipment owners and allow us to meet the needs and preferences of a wide spectrum of
equipment sellers and buyers. In the past three years, we have also added a private brokerage service (Ritchie Bros. Private Treaty) and an online listing
service (Mascus).
During 2017, we continued to integrate our IronPlanet acquisition, which resulted in changes in our basis of organization, including our leadership structure,
sales processes, and management reporting. Most significantly, we began to assess the performance of our business and allocate resources based on whether
our services are transactional (generating value from the disposition of assets) or non-transactional in nature, and redesigned key metrics accordingly. These
changes resulted in the identification of the following new operating segments:
(cid:120) Auctions and Marketplaces (“A&M”) – This is our only reportable segment, which consists of our live on site auctions, online auctions and marketplaces,
(cid:120)
and brokerage service;
Ritchie Bros. Financial Services (“RBFS”) – This is our financial brokerage service, which is reported within the “other” category of our segmented
information; and
(cid:120) Mascus – This is our online listing service, which is reported within the “other” category of our segmented information.
The “other” category also includes results from various value-added services and make-ready activities, including our equipment refurbishment services,
Asset Appraisal Services (“AAS”), and logistical services through Ritchie Bros. Logistics (“RB Logistics”).
Key performance metric changes
Our new segmented information disclosure distinguishes between revenues and expenses generated from transactional asset disposition services, which are
services that generate Gross Transaction Value3 (“GTV”), and those that do not generate GTV. GTV replaces the previous term of Gross Auction Proceeds
(“GAP”) used by Ritchie Bros. and Gross Merchandise Volume used by IronPlanet, providing a common nomenclature across all channels.
With the change in segment reporting, we updated our GTV and Revenue Rate key metrics. GTV represents the total proceeds from all items sold in
conjunction with our A&M segment. We have retrospectively restated GTV to exclude GTV from our AAS business. GTV attributable to AAS was $18.6
million during the period from IronPlanet acquisition until December 31, 2017. In addition, effective August 1, 2017, GTV no longer includes EquipmentOne
buyer premiums. Excluding AAS GTV and EquipmentOne buyer premiums has a less than 1% impact on GTV reported to date.
3
GTV represents total proceeds from all items sold at our live on site auctions and online marketplaces. GTV is not a measure of financial performance,
liquidity, or revenue, and is not presented in our consolidated financial statements.
Ritchie Bros.
39
We also introduced a segment Revenue Rate, which is calculated as A&M segment revenue divided by GTV. When referring to the original Revenue Rate
metric, which is calculated as total, consolidated revenues divided by GTV, we will use the term ‘Consolidated Revenue Rate’.
Overview
The following discussion and analysis summarizes significant factors affecting our consolidated operating results and financial condition for the years ended
December 31, 2017, 2016, and 2015. This discussion and analysis should be read in conjunction with the “Cautionary Note Regarding Forward-Looking
Statements”, “Part II, Item 6: Selected Financial Data”, and the consolidated financial statements and the notes thereto included in “Part II, Item 8. Financial
Statements and Supplementary Data” presented in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that
involve risks and uncertainties.
Our actual results could differ materially from those expressed or implied in any forward-looking statements due to various factors, including those set forth
under “Part I, Item 1A: Risk Factors” in this Annual Report on Form 10-K. The date of this discussion is as of February 26, 2018.
We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“US GAAP”). Except for GTV,
which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on
our consolidated financial statements. Unless indicated otherwise, all tabular dollar amounts, including related footnotes, presented below are expressed in
thousands of United States (“U.S.”) dollars.
We make reference to various non-GAAP financial measures throughout this discussion and analysis. These measures do not have a standardized meaning,
and are therefore unlikely to be comparable to similar measures presented by other companies.
Consolidated Highlights
Financial highlights
Key highlights for fiscal 2017 were:
Revenues of $610.5 million; an increase of 8% versus $566.4 million in 2016
Consolidated Revenue Rate of 13.66%; a 59 basis points (“bps”) increase over 2016
(cid:120) GTV of $4.5 billion; a 3% increase over 2016
(cid:120)
(cid:120)
(cid:120) A&M segment revenues up 6% with segment Revenue Rate up 36 bps to 12.63% versus 12.27% in 2016
(cid:120)
(cid:120)
Revenues from other services of $46.2 million; an increase of 34% compared to 2016
Cash provided by operating activities of $146.3 million after interest expense of $33.2 million in 2017 resulting from the additional debt undertaken for
the IronPlanet acquisition
(cid:120) Declared quarterly dividends aggregating to $0.68 per common share in 2017
Our 2017 financial performance was influenced by a few notable factors: first, our business experienced broad-based effects of unprecedented demand for
infrastructure projects. This led to high equipment utilization rates and an overall equipment shortage, principally in the United States, resulting in lower than
expected full year GTV and revenue performance. Other notable factors included:
(cid:120) Our Columbus, United States, live on site auction, which generated $76.6 million of GTV in the third quarter of 2016 compared to $10.5 million in the
third quarter of 2017;
(cid:120) Our largest-ever auction in Grande Prairie, Canada, in March 2016, which generated more than $46.0 million (62.0 million Canadian dollars) of GTV,
with no similar auction on the calendar in 2017; and
Ritchie Bros.
40
(cid:120) A volume decrease in our underwritten business, most significantly in Western Canada, where we continued to see fewer disposals of oil and gas assets
due to commodity price improvements.
In addition, we completed the significant acquisition of IronPlanet and immersed ourselves in the integration of the businesses. During the integration, we
experienced some temporary sales productivity decline, which was expected due to the size of the Acquisition.
In 2017, we generated $75.0 million of net income attributable to stockholders. Diluted earnings per share (“EPS”) attributable to stockholders was $0.69
including $38.3 million of acquisition-related costs and $38.3 million of interest expense, compared to a diluted EPS attributable to stockholders of $0.85 in
2016. Diluted adjusted EPS attributable to stockholders4 (non-GAAP measure) decreased 30% to $0.81 in 2017 from $1.15 in 2016.
Operational highlights
In 2017, our operational focus was on executing our A&M business while integrating the IronPlanet acquisition. Some notable highlights were:
(cid:120)
Completing the IronPlanet acquisition – the financing of which significantly increased our debt levels – which accelerated our multi-channel evolution
and digital capabilities, while providing customers with unprecedented choice in our online marketplaces.
(cid:120) Achieving our 2017 integration milestones, which included the following accomplishments:
(cid:131)
(cid:131)
(cid:131)
Integrating the separate Ritchie Bros. and IronPlanet sales teams into a single, unified, customer-facing sales force.
Completing the first phase of the technology integration – The Sales Unification Phase. This phase provides our sales teams with the ability to sell
across platforms and integrate pricing and appraisal tools.
Combining EquipmentOne and IronPlanet’s Daily Marketplace to create our Marketplacee solution; a premium service offering unprecedented
control and selection for buyers.
(cid:131) Delivering growth of 6% and 16% in GTV and revenues, respectively, in our business outside of the United States and Canada in 2017 compared to
2016.
Expanding RBFS capabilities to the broader customer base.
Initiating a harmonization of our live on site auction transaction fee structure with that of our online marketplace. The new harmonized fee structure,
which will take effect in 2018, is intended to make customers channel agnostic with respect to purchasing equipment. The harmonization is expected
to increase our fee revenues.
Staying on track to realize $20 million in run-rate IronPlanet acquisition synergies by the end of fiscal 2018.
(cid:131)
(cid:131)
(cid:131)
Realizing positive equipment pricing due to the robust equipment demand environment combined with lower supply.
Expanding our government business in North America and the United Kingdom.
Initiating our operational efficiency and site optimization program, the Acquisition enabled us to leverage our asset base more effectively. Specifically,
our post-acquisition multi-channel product suite enabled us to execute the strategy to cease live on site auction operations at five sites. We will continue
to drive volume from those regions to our online marketplaces and other live on site auction locations.
Diluted adjusted EPS attributable to stockholders is a non-GAAP financial measure. We believe that comparing diluted adjusted EPS attributable to
stockholders for different financial periods provides useful information about the growth or decline of our diluted EPS attributable to stockholders for the
relevant financial period, and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. Diluted
adjusted EPS attributable to stockholders is calculated by dividing adjusted net income attributable to stockholders (non-GAAP measure) (described in
footnote 7), net of the effect of dilutive securities, by the weighted average number of dilutive shares outstanding. Diluted adjusted EPS attributable to
stockholders is reconciled to the most directly comparable GAAP measures in our consolidated financial statements under “Non-GAAP Measures”
below.
(cid:120)
(cid:120)
(cid:120)
4
Ritchie Bros.
41
(cid:120)
Leveraging our alliance with Caterpillar to gain momentum on dealer transactions, with 52 contracts signed in North America and 21 internationally.
Results of Operations
Financial overview
(in U.S. $000's, except EPS)
Revenues
Costs of services, excluding depreciation and
amortization ("D&A")
Selling, general and administrative expenses
Acquisition-related costs
D&A expenses
Gain on disposal of property, plant and
equipment
Impairment loss
Foreign exchange loss (gain)
Operating income
Operating income margin
Other income (expense)
Income tax expense
Net income attributable to stockholders
Diluted EPS attributable to stockholders
Effective tax rate
GTV
Consolidated Revenue Rate
A&M segment:
Revenues
Revenue Rate
Revenues
Our revenues are comprised of:
Year ended December 31,
$ Change
2017
610,517
2016
566,395
$
$
2015
515,875
$
2017 over
2016
44,122
$
2016 over
2015
50,520
$
79,013
323,270
38,272
52,694
(1,656)
8,911
2,559
107,454
17.6%
(30,060)
2,088
75,027
0.69
2.7%
$
66,062
283,529
11,829
40,861
(1,282)
28,243
1,431
135,722
24.0%
(5,228)
36,982
91,832
0.85
28.3%
$
$
56,026
254,389
601
42,032
(9,691)
-
(2,322)
174,840
33.9%
1,596
37,861
136,214
1.27
21.5%
$ 4,467,982
$ 4,334,815
$ 4,247,635
13.66%
13.07%
12.14%
12,951
39,741
26,443
11,833
(374)
(19,332)
1,128
(28,268)
n/a
(24,832)
(34,894)
(16,805)
$
$
(0.16) $
n/a
133,167
n/a
$
564,298
12.63%
531,826
12.27%
505,865
11.91%
32,472
n/a
10,036
29,140
11,228
(1,171)
8,409
28,243
3,753
(39,118)
n/a
(6,824)
(879)
(44,382)
(0.42)
n/a
87,180
n/a
25,961
n/a
% Change
2017 over
2016
2016 over
2015
8%
20%
14%
224%
29%
29%
(68%)
79%
(21%)
10%
18%
11%
1868%
(3%)
(87%)
100%
(162%)
(22%)
-640 bps
-990 bps
475%
(94%)
(18%)
(19%)
-2560 bps
3%
59 bps
(428%)
(2%)
(33%)
(33%)
680 bps
2%
93 bps
6%
5%
36 bps
36 bps
(cid:120)
(cid:120)
commissions earned at our live on site auctions and online marketplace sales where we act as an agent for consignors of equipment and other assets; and
fees earned in the process of conducting live on site auctions and online marketplace sales, including online marketplace listing and inspection fees, fees
from value-added services and make-ready activities, as well as fees paid by buyers on online marketplace sales.
Ritchie Bros.
42
Revenues increased $44.1 million, or 8%, in 2017 compared to 2016. This increase was primarily due to the Acquisition, which closed on May 31, 2017, and
increases in revenues from RBFS, Mascus, and value-added services. Unaudited pro forma revenues decreased 2% from $676.2 million in 2016 to $659.9
million in 2017. Foreign exchange rates had a positive impact on revenues in 2017 as a significant portion of revenues are in Canada and the Netherlands.
Revenues increased $50.5 million, or 10%, in 2016 compared to 2015. This increase was primarily due to the performance of our underwritten business,
volume increases in GTV, and increases in revenues from Mascus, RBFS, and our value-added services. This increase was partially offset by a negative
foreign exchange rate impact on revenues in 2016.
Geographic analysis
The distribution of our revenues across the geographic regions in which we operate was as follows, where the geographic location of revenues corresponds to
the location in which the sale occurred, or in the case of online sales, where the company earning the revenues is incorporated:
Revenue distribution
Year ended December 31, 2017
Year ended December 31, 2016
Year ended December 31, 2015
Canada
Outside of
Canada
28%
33%
32%
72%
67%
68%
United States
Europe
Other
53%
49%
50%
11%
9%
9%
8%
9%
9%
On a U.S. dollar basis, the proportion of revenue earned in the United States and Europe grew during 2017 compared to 2016. Growth in the United States
over the comparative period was primarily due to the Acquisition. Growth in Europe was primarily due to the performance of our live on site auction activities
in Spain, as well as an increase in revenues from Mascus. The decrease in Canada was primarily driven by changes in our auction calendar and fewer oil and
gas dispersals in Western Canada. Regarding auction calendar changes, we held the largest-ever auction in Grande Prairie in the first quarter of 2016 that
generated over $46.0 million (62.0 million Canadian dollars) of GTV, with no similar auction on the Canadian calendar in 2017.
The proportion of revenue grew in Canada in 2016 compared to 2015, primarily due to the performance of our underwritten business, volume increases in
GTV, and increases in revenues from RBFS, Mascus, and our value-added services.
Gross Transaction Value
We believe that revenues are best understood by considering their relationship with GTV. The following table presents GTV by channel:
(in U.S. $000's)
Live on site
auctions
Online
marketplaces:
Featured (1)
Other (2)
GTV
2017
GTV
% of
total
2016
GTV
Year ended December 31,
2015
$ Change
% Change
% of
total
GTV
% of
total
2017 over 2016
2016 over
2015
2017 over
2016
2016 over
2015
$
3,947,730
88% $
4,186,811
97% $
4,127,631
97% $
(239,081) $
59,180
(6)%
1%
278,260
241,992
$
4,467,982
6%
5%
100% $
-
148,004
4,334,815
-
3%
100% $
-
120,004
4,247,635
-
3%
100% $
278,260
93,988
133,167
$
-
28,000
87,180
100%
64%
3%
-
23%
2%
(1) This represents GTV from IronPlanet’s Weekly Featured Auction, which operates under an unreserved auction model.
(2) This includes GTV from Marketplacee and, before that, EquipmentOne.
Ritchie Bros.
43
2017 performance
Overall, GTV increased $133.2 million, or 3%, in 2017 compared to 2016. The increase was primarily due to the Acquisition, and the resulting increase in
online marketplace GTV, as well as a positive impact of foreign exchange rates over the comparative period. The increase was partially offset by a decrease
GTV from live on site auctions, which was primarily due to a decrease in the number of lots in 2017 compared to 2016 and 2016 auction activity discussed
below.
The total number of industrial and agricultural lots decreased 5% to 417,600 in 2017 from 437,300 in 2016, and GTV on a per-lot basis decreased 3% to
$9,300 in 2017 compared to $9,600 in 2016. We believe these decreases were primarily driven by constrained supply of used equipment, and the resulting
impact on the mix and age of equipment that came to market, as well as some lower sales productivity as we complete the integration of our sales teams post-
Acquisition. With respect to 2016 auction activity, our Columbus, United States, live on site auction generated $76.6 million of GTV in the third quarter of
2016 compared to $10.5 million in the third quarter of 2017. In addition, we held the largest-ever auction in Grande Prairie, Canada, in March 2016, which
generated more than $46.0 million (62.0 million Canadian dollars) of GTV, with no similar auction on the calendar in 2017.
During 2017, we continued to actively pursue the use of underwritten commission contracts from a strategic perspective, and when the opportunity arose, only
entered such contracts when the risk/reward profile of the terms were agreeable. The volume of underwritten commission contracts decreased to 16% of our
GTV in 2017 from 25% in 2016, primarily due to the pressure on used equipment market supply volume. The tight supply of used equipment, coupled with
improved pricing, resulted in less seller interest in underwritten commission contracts. Straight commission contracts continue to account for the majority of
our GTV.
2016 performance
GTV increased $87.2 million, or 2%, in 2016 compared to 2015, primarily due to an increase in the number of live on site industrial and agricultural lots year-
over-year. The total number of industrial and agricultural lots increased 12% to 437,300 in 2016 from 390,300 in 2015. The effect of this increase was
partially offset by a decrease in GTV on a per-lot basis of 9% to $9,600 in 2016 from $10,600 in 2015, which was primarily due to the mix and age of
equipment that came to market in 2016.
A decrease in the volume of underwritten contracts to 25% of our GTV in 2016 from 29% in 2015 also partially offset the increase in GTV. This decrease was
primarily due to the underwritten contracts associated with the Casper, Wyoming, offsite auction that was held on March 25, 2015.
Included in GTV for 2016 was $29.6 million of assets that transacted on a dealer-to-dealer basis on EquipmentOne’s online marketplaces, primarily due to the
launch of EquipmentOne’s Enterprise Software Solution (“ESS”) in 2016. Dealer-to-dealer transactions on EquipmentOne’s online marketplaces were not
significant prior to the introduction of ESS in 2016.
Costs of services
Costs of services are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenues, and
earning other fee revenues. Direct expenses include direct labour, buildings and facilities charges, and travel, advertising and promotion costs. Typically,
agricultural auctions and auctions located in frontier regions are costlier than auctions held at our permanent and regional auction sites as they do not benefit
from economies of scale and frequency.
Costs of services incurred to earn online marketplace revenues include inspection costs, facilities costs, and inventory management, referral, sampling, and
appraisal fees. Costs of services incurred in earning other fee revenues include direct labour (including commissions on sales), software maintenance fees, and
materials. Costs of services exclude D&A expenses.
Costs of services increased $13.0 million, or 20%, in 2017 compared to 2016. This increase is primarily due to costs associated with the growth in our
inspection and appraisal activities because of the Acquisition.
Ritchie Bros.
44
Costs of services increased $10.0 million, or 18%, in 2016 compared to 2015. This increase was primarily due to the increase in number of lots at our live on
site auctions, the increase in the number of agricultural auctions and live on site auctions located in frontier regions, a full year’s contribution of costs from
Xcira, and a strategic increase in advertising and promotional expenditure targeted at our larger live on site auctions, including our five-day, premier global
auction in Orlando, United States. We believe the targeted increase in advertising and promotional expenditure contributed to the increase in GTV in 2016
compared to 2015.
Selling, general and administrative (“SG&A”) expenses
Headcount
The majority of our SG&A expenses are comprised of employee compensation costs. Our headcount, which includes IronPlanet and excludes Xcira and
Mascus employees, increased net 516, or 31%, to 2,165 at December 31, 2017 from 1,649 at December 31, 2016. This increase was primarily due to the
Acquisition, as well as a net 30 increase from RBFS to support the growth of that business. Xcira and Mascus added another 100 full-time employees to our
December 31, 2017 headcount, which is a net decrease of one compared to the combined headcount of 101 at December 31, 2016.
Our headcount, excluding Xcira and Mascus employees, increased net 127, or 8%, to 1,649 at December 31, 2016 from 1,522 at December 31, 2015. This
increase included an increase of net 23 equipment inspectors, yard staff, and other personnel at our Edmonton, Canada, auction site to support growth in that
region. While some of that increase in that region came from the addition of new employees, a portion was also the result of the conversion of part time
employees to full time employees. The increase in total headcount also included a net 18 increase from RBFS to support the growth of that business. Xcira and
Mascus added another 101 full-time employees to our December 31, 2016 headcount, compared to 50 added solely by Xcira at December 31, 2015.
2017 performance
SG&A expenses increased $39.7 million, or 14%, during 2017 compared to 2016. This increase is primarily due to post-Acquisition increased headcount,
travel costs, and search engine fees associated with our online marketplace channel, as well as merit increases and higher commitment and other bank fees
attributable to our new credit facility. Foreign exchange rates had a negative impact on SG&A expenses in 2017 as a significant portion of administration
expenses are in Canada and the Netherlands.
This increase in SG&A expenses from 2016 to 2017 was partially offset by a decrease in share unit expense from mark-to-market fair value changes in our
liability-classified share units. This decrease was primarily due to the modification of our Chief Executive Officer Sign-On Grant Performance Share Units
(“CEO SOG PSUs”) from liability-classified to equity-classified on May 1, 2017, as well as the performance of our common share price.
2016 performance
SG&A expenses increased $29.1 million, or 11%, in 2016 compared to 2015. This increase is primarily due to an increase in employee compensation
primarily due to our headcount growth and an increase in share unit expense from mark-to-market fair value changes in our liability-classified share units.
This increase was partially offset by a decrease in termination benefits, primarily due to the difference between those resulting from the Separation Agreement
with our former President, US & LATAM, in 2016 compared to those resulting from the Separation Agreement with our former Chief Sales Officer in 2015.
The increase in SG&A expenses year-over-year was also due to an increase in costs required to support the growing fee revenues generated by our value-
added services, contributions of expenses from our 2016 acquisitions (Mascus, Petrowsky, and Kramer), a full year’s contribution of expenses from Xcira, and
increased rental fees resulting from the replacement of our aged and retired company vehicles with new vehicles under operating leases. Foreign exchange
rates had a positive impact on SG&A expenses in 2016.
Ritchie Bros.
45
Impairment loss
In 2017, we recognized an impairment loss of $8.9 million on certain technology assets. Comparatively, we recognized an impairment loss of $28.2 million on
our EquipmentOne goodwill and customer relationships in 2016.
Acquisition-related costs
Acquisition-related costs consist of operating expenses directly incurred as part of a business combination, due diligence and integration planning – including
those related to the Acquisition – and continuing employment costs that are recognized separately from our business combinations. Business combination, due
diligence, and integration operating expenses include advisory, legal, accounting, valuation, and other professional or consulting fees, and travel and securities
filing fees.
Acquisition-related costs in 2017 totalled $38.3 million and consisted primarily of $34.7 million associated with the Acquisition. IronPlanet acquisition-
related costs for 2017 included $9.1 million of non-recurring acquisition and finance structure advisory fees, $8.9 million of legal fees related to the regulatory
approval process and closing of the transaction, $4.8 million of stock option compensation expenses resulting from accelerated vesting of options assumed as
part of the Acquisition, $3.1 million of severance and retention costs that followed the Acquisition in the resulting corporate reorganization, and various
integration costs.
This compares to $11.8 million of acquisition related expenses for 2016, of which $8.2 million was associated with the Acquisition.
Foreign exchange loss (gain)
We conduct operations around the world in many different currencies, but our presentation currency is the U.S. dollar. In 2017, approximately 44% of our
revenues and 53% of our operating expenses were denominated in currencies other than the U.S. dollar, compared to 48% and 58%, respectively, in 2016 and
45% and 58%, respectively, in 2015.
We recognized $2.6 million of transactional foreign exchange losses in 2017, $1.4 million of losses in 2016, and $2.3 million of gains in 2015. Foreign
exchange losses and gains are primarily the result of settlement of non-functional currency-denominated monetary assets and liabilities.
U.S. dollar exchange rate comparison
The following table presents the variance in select foreign exchange rates over the comparative reporting periods:
Value of one U.S. dollar
Period-end exchange rate
Canadian dollar
Euro
Average exchange rate
Canadian dollar
Euro
Ritchie Bros.
Year ended December 31,
2017
2016
2015
$
$
1.2471
0.8465
1.2981
0.8871
$
$
1.3442
0.9506
1.3256
0.9042
$
$
1.3839
0.9208
1.2788
0.9017
% Change
2017 over
2016
2016 over
2015
(7)%
(11)%
(2)%
(2)%
(3)%
3%
4%
-
46
Operating income
2017 performance
Operating income decreased $28.3 million, or 21%, in 2017 compared to 2016. This decrease was primarily due to the higher SG&A expenses, acquisition-
related costs, costs of services, and D&A expenses. These increases were partially offset by the revenue increase and lower impairment loss over the same
comparative period. Foreign exchange rates did not have a significant impact on operating income in 2017. Adjusted operating income5 (non-GAAP measure)
decreased $30.2 million, or 18%, to $133.8 million in 2017 compared to $164.0 million in 2016.
Primarily for the same reasons noted above, operating income margin, which is our operating income divided by revenues, decreased 640 bps to 17.6% in
2017 compared to 24.0% in 2016. Adjusted operating income margin6 (non-GAAP measure) decreased 700 bps to 21.9% in 2017 from 28.9% in 2016.
2016 performance
Operating income decreased $39.1 million, or 22%, in 2016 compared to 2015. This decrease was primarily due to the increase in SG&A expense, the
recognition of an impairment loss, higher acquisition-related costs and costs of services, and a decrease in gains on disposal of property, plant and equipment
in 2016 compared to 2015. This decrease was partially offset by the increase in revenues year-over-year. Foreign exchange rates had a negative impact on
operating income in 2016. Adjusted operating income (non-GAAP measure) decreased $2.5 million, or 1%, to $164.0 million in 2016 compared to $166.5
million in 2015.
Primarily for the same reasons noted above, operating income margin decreased 990 bps to 24.0% in 2016 compared to 33.9% in 2015. Adjusted operating
income margin (non-GAAP measure) decreased 340 bps to 28.9% in 2016 from 32.3% in 2015.
Other income (expense)
Other income (expense) is comprised of the following:
(in U.S. $000's)
Interest income
Interest expense
Equity income (loss)
Debt extinguishment costs
Other, net
Other income (expense)
$
2017
3,194
(38,291)
(26)
-
5,063
(30,060) $
$
$
$
2016
1,863
(5,564)
1,028
(6,787)
4,232
(5,228) $
Year ended December 31,
$ Change
% Change
2015
2,660
(4,962)
916
-
2,982
1,596
$
2017 over
2016
1,331
(32,727)
(1,054)
6,787
831
(24,832) $
2016 over
2015
(797)
(602)
112
(6,787)
1,250
(6,824)
$
$
2017 over
2016
2016 over
2015
71%
588%
(103)%
(100)%
20%
475%
(30)%
12%
12%
100%
42%
(428)%
5 Adjusted operating income is a non-GAAP measure. We use income statement and balance sheet performance scorecards to align our operations with our
strategic priorities. We concentrate on a limited number of metrics to ensure focus and to facilitate quarterly performance discussions. Our income
statement scorecard includes the performance metric, adjusted operating income. We believe that comparing adjusted operating income for different
financial periods provides useful information about the growth or decline of operating income for the relevant financial period. We calculate adjusted
operating income by eliminating from operating income the pre-tax effects of significant non-recurring items that we do not consider to be part of our
normal operating results, such as acquisition-related costs, management reorganization costs, severance, retention, gains/losses on sale of certain property,
plant and equipment, impairment losses, and certain other items, which we refer to as ‘adjusting items’. Adjusted operating income is reconciled to the
most directly comparable GAAP measures in our consolidated financial statements under “Non-GAAP Measures” below.
6 Our income statement scorecard includes the performance metric, adjusted operating income margin, which is a non-GAAP measure. We believe that
comparing adjusted operating income margin for different financial periods provides useful information about the growth or decline of our operating
income for the relevant financial period. We calculate adjusted operating income margin by dividing adjusted operating income (non-GAAP measure) by
revenues. Adjusted operating income margin is reconciled to the most directly comparable GAAP measures in our consolidated financial statements under
“Non-GAAP Measures” below.
Ritchie Bros.
47
We incurred additional indebtedness to finance the Acquisition. As of December 31, 2017, our debt was $819.9 million, compared to $619.6 million as of
December 31, 2016. The increase in interest expense in 2017 compared to 2016 is primarily due to our higher debt balances, as well as minimal increases in
short-term interest rates.
Debt extinguishment costs were incurred in the fourth quarter of 2016 in association with the early termination of pre-existing long-term debt due in May
2022.
Income tax expense and effective tax rate
Recent Tax Legislation
On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted into law, which significantly changes existing U.S. tax law and includes numerous
provisions that affect our business, such as reducing the U.S. federal statutory tax rate, imposing a one-time transition tax on deemed repatriation of deferred
foreign income, and adopting a territorial tax system. The TCJA reduces the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. The
one-time transition tax is based on our total post-1986 earnings and profits (“E&P”) of controlled foreign affiliates of our US subsidiaries that we previously
deferred from US income tax.
The TCJA includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion anti-abuse tax (“BEAT”)
measure that taxes certain payments between a U.S. corporation and its subsidiaries. In addition, the TCJA disallows deductions for interest and royalty
payments from U.S. companies to non-U.S. affiliates that are hybrid payments (“HYBRID”) or made to hybrid entities. The GILTI, BEAT, and HYBRID
provisions of the TCJA will be effective for us beginning January 1, 2018.
The TCJA is effective in the first quarter of fiscal year 2018. As of December 31, 2017, we have not completed our accounting for the tax effects of the TCJA.
In December 2017, we recorded a provisional net benefit based on reasonable estimates for those tax effects. The provisional net benefit is subject to revisions
as we complete our analysis of the TCJA, collect and prepare necessary data, and interpret any additional guidance issued by the U.S. Treasury Department,
Internal Revenue Service, Financial Accounting Standards Board, and other standard-setting and regulatory bodies. Adjustments may materially impact our
provision for income taxes and effective tax rate in the period in which the adjustments are made. Our accounting for the tax effects of the TCJA will be
completed during the measurement period, which should not extend beyond one year from the enactment date.
During the fourth quarter of fiscal year 2017, we recorded an estimated net benefit of $9.7 million related to the TCJA, due to the impact of the one-time
transition tax on the deemed repatriation of deferred foreign income of $0.3 million, and the impact of changes in the tax rate of $10.1 million on deferred tax
assets and liabilities.
2017 performance
We recorded an income tax expense of $2.0 million in 2017 compared to $37.0 million in 2016. Our effective tax rate was 2.7% in 2017 compared to 28.3%
in 2016. The decrease in income tax expense over the comparative period was primarily the result of a greater proportion of earnings taxed in jurisdictions
with lower tax rates, a $10.1 million deferred income tax recovery due to the remeasurement of deferred income tax assets and liabilities arising from changes
in statutory tax rates (as noted above), and a decrease in the valuation allowance applied to deferred income tax assets. This decrease was partially offset by
an increase in non-deductible expenses and $2.3 million of expense related to an increase in uncertain tax positions. We increased our uncertain tax position in
the first quarter of 2017 due to an unfavourable outcome of a tax dispute in one of our European operating jurisdictions.
2016 performance
Income tax expense was $37.0 million in 2016, compared to an income tax expense of $37.9 million in 2015. Our effective tax rate was 28.3% in 2016
compared to 21.5% in 2015. Income tax expense for 2016 reflected the impact of a non-deductible goodwill impairment loss recorded in the third quarter of
2016. The increase in the effective tax rate year-over-year was also due to the higher estimate of non-deductible acquisition-related costs, partially offset by a
greater estimated proportion of annual earnings taxed in jurisdictions with lower tax rates.
Ritchie Bros.
48
Net income
2017 performance
Net income attributable to stockholders decreased $16.8 million, or 18%, in 2017 compared to 2016. This decrease was primarily due to the decrease in
operating income and the increase in interest expense, partially offset by a lower income tax expense over the same comparative period. Adjusted net income
attributable to stockholders7 (non-GAAP measure) decreased $35.6 million, or 29%, to $87.7 million in 2017 from $123.3 million in 2016.
For these same reasons, net income decreased $18.2 million, or 19%, in 2017 compared to 2016. Adjusted Earnings Before Interest, Taxes, Depreciation and
Amortization (“EBITDA”)8 (non-GAAP measure) decreased $18.6 million, or 9%, to $191.5 million in 2017 from $210.1 million in 2016.
Primarily for the same reasons noted above, net income margin decreased 420 bps to 12.3% in 2017 from 16.5% in 2016. Adjusted EBITDA margin9 (non-
GAAP measure) decreased 570 bps to 31.4% in 2017 from 37.1% in 2016.
Debt at December 31, 2017 represented 10.9 times net income for 2017. This compares to debt at December 31, 2016, which represented 6.6 times net income
for 2016. The increase in this debt/net income multiplier was primarily due to a net increase in long-term debt in 2017, combined with the decrease in net
income for 2017 compared to 2016. The increase in debt was primarily due to funding for the Acquisition. Adjusted net debt/adjusted EBITDA10 (non-GAAP
measure) was 2.9 times as at and for the year ended December 31, 2017 compared to -0.4 times as at and for the year ended December 31, 2016.
2016 performance
Net income attributable to stockholders decreased $44.4 million, or 33%, in 2016 compared to 2015. This decrease was primarily due to the decrease in
operating income and the increase in debt extinguishment costs over the same comparative period. Adjusted net income attributable to stockholders (non-
GAAP measure) increased $2.2 million, or 2%, to $123.3 million in 2016 from $121.1 million in 2015.
Primarily for the same reasons noted above, net income decreased $45.1 million, or 33%, in 2016 compared to 2015. Adjusted EBITDA (non-GAAP measure)
decreased $2.3 million, or 1%, to $210.1 million in 2016 from $212.4 million in 2015.
7 Adjusted net income attributable to stockholders is a non-GAAP financial measure. We believe that comparing adjusted net income attributable to
stockholders for different financial periods provides useful information about the growth or decline of our net income attributable to stockholders for the
relevant financial period, and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. Adjusted net
income attributable to stockholders represents net income attributable to stockholders excluding the effects of adjusting items and is reconciled to the most
directly comparable GAAP measures in our consolidated financial statements under “Non-GAAP Measures” below.
8 Adjusted EBITDA is a non-GAAP financial measure that we believe provides useful information about the growth or decline of our net income when
compared between different financial periods. Adjusted EBITDA was also an element of the performance criteria for certain performance share units that
we granted our employees and officers in 2013 and 2014. Adjusted EBITDA is calculated by adding back depreciation and amortization expenses, interest
expense, and current income tax expense, and subtracting interest income and deferred income tax recovery from net income excluding the pre-tax effects
of adjusting items. Adjusted EBITDA is reconciled to the most directly comparable GAAP measures in our consolidated financial statements under “Non-
GAAP Measures” below.
9 Adjusted EBITDA margin is a non-GAAP financial measure that we believe provides useful information about the growth or decline of our net income
when compared between different financial periods. Adjusted EBITDA margin presents adjusted EBITDA (non-GAAP measure) as a multiple of
revenues. Adjusted EBITDA margin is reconciled to the most directly comparable GAAP measures in our consolidated financial statements under “Non-
GAAP Measures” below.
10 Adjusted net debt/adjusted EBITDA is a non-GAAP financial measure. We believe that comparing adjusted net debt/adjusted EBIDTA on a trailing 12-
month basis for different financial periods provides useful information about the performance of our operations as an indicator of the amount of time it
would take us to settle both our short and long-term debt. We do not consider this to be a measure of our liquidity, which is our ability to settle only short-
term obligations, but rather a measure of how well we fund liquidity. Measures of liquidity are discussed further below under “liquidity and capital
resources”. We calculate adjusted net debt/adjusted EBITDA by dividing adjusted net debt (non-GAAP measure) by adjusted EBITDA (non-GAAP
measure). Adjusted net debt (non-GAAP measure) is calculated by subtracting cash and cash equivalents and long-term debt held in escrow from debt.
Adjusted net debt/adjusted EBITDA is reconciled to the most directly comparable GAAP measures in our consolidated financial statements under “Non-
GAAP Measures” below.
Ritchie Bros.
49
Primarily for the same reasons above, net income margin decreased 1040 bps to 16.5% in 2016 from 26.9% in 2015. Adjusted EBITDA margin (non-GAAP
measure) decreased 410 bps to 37.1% in 2016 from 41.2% in 2015.
Debt at December 31, 2016 represented 6.6 times net income in 2016. This compares to debt at December 31, 2015, which represented 0.8 times net income in
2015. The increase in this debt/net income multiplier was primarily due to a net increase in long-term debt in 2016, combined with the decrease in net income
for 2016 compared to 2015. The increase in debt was primarily due to funding for the Acquisition. Adjusted net debt/adjusted EBITDA7 (non-GAAP
measure) was -0.4 as at and for the year ended December 31, 2016 compared to -0.5 as at and for the year ended December 31, 2015.
Diluted EPS
2017 performance
Diluted EPS attributable to stockholders decreased 19% to $0.69 in 2017 from $0.85 in 2016. This decrease is primarily due to the decrease in net income
attributable to stockholders, combined with an increase in the weighted average number of dilutive shares outstanding over the same comparative period. The
increase in the weighted average number of dilutive shares is primarily due to the modification of certain share units, including the CEO SOG PSUs, from
liability-classified to equity-classified in May 2016 and May 2017, as well as the assumption of IronPlanet stock options as part of the Acquisition. Diluted
adjusted EPS attributable to stockholders (non-GAAP measure) decreased 30% to $0.81 in 2017 from $1.15 in 2016.
2016 performance
Diluted EPS attributable to stockholders decreased 33% to $0.85 in 2016 from $1.27 in 2015. This decrease is primarily due to the decrease in net income
attributable to stockholders, combined with an increase in the weighted average number of dilutive shares outstanding over the same comparative period.
Diluted adjusted EPS attributable to stockholders (non-GAAP measure) increased 2% to $1.15 in 2016 from $1.13 in 2015.
Segment Performance
Revenues
Costs of
$
services,
excluding
D&A
SG&A
expenses
Impairment
loss
Segment profit $
Year ended December 31, 2017
A&M
564,298
Other Consolidated
610,517
46,219
$
$
Year ended December 31, 2016
A&M
531,826
Other Consolidated
566,395
34,569
$
$
Year ended December 31, 2015
A&M
505,865
Other Consolidated
515,875
10,010
$
$
$
$
(75,685)
(3,328)
(79,013)
(65,248)
(814)
(66,062)
(56,026)
-
(56,026)
(308,874)
(14,396)
(323,270)
(272,317)
(11,212)
(283,529)
(249,852)
(4,537)
(254,389)
(8,911)
170,828
$
-
28,495
$
(8,911)
199,323
$
(28,243)
166,018
$
-
22,543
$
(28,243)
188,561
$
-
199,987
$
-
5,473
$
-
205,460
Auctions and Marketplaces reportable operating segment
Used equipment market update
Our A&M segment businesses are influenced by certain market forces of the used equipment market, particularly with regards to supply, age of equipment,
and pricing.
Ritchie Bros.
50
Supply volume
The volume of used equipment transactions is affected by the ongoing production of new equipment and trucks, the demand for equipment, the rate of
equipment utilization and the motivations of equipment owners to realign and replace their fleets. Our goal is to capture a greater proportion of the
transactions through our multi-channel strategy. Most of our businesses generate revenue based on a percent of the selling price of goods sold through our
sales channels. As such, influences on used equipment pricing can affect corporate performance. Factors such as regional or global economic and construction
activity, the supply of good quality used equipment, availability of low-cost financing and changes to regional regulations can affect the demand for, and
therefore price of, equipment sold through our auctions and online marketplaces.
During 2017, we experienced used equipment market supply volume pressure, particularly in the United States. High levels of construction activity in the
United States resulted in owners holding onto their equipment, rental business utilization reaching peak levels, and various dealers being understock and
dealing with long lead times between placing orders with original equipment manufacturers (“OEMs”) and production of the new equipment. Our customers
are also experiencing longer lead times for new equipment production by OEMs. We believe these supply volume constraints negatively impacted GTV and
the volume of underwritten commission contracts over the comparative period.
Age of equipment
With owners and dealers utilizing and/or holding onto their equipment in response to the macro-economic conditions discussed above, we saw a deterioration
in the overall age of equipment coming to market relative to recent years. We observed increases in the age of equipment across all asset sectors and
geographies. All other things being equal, older equipment sells for lower prices and reduces the commission-based revenue we earn.
Pricing
Overall, we saw improvement in used equipment market pricing during 2017, a continuation of the marginal improvement that we first observed during the
second half of 2016. This pricing performance varied among asset sectors and geographies.
Construction assets continued to perform well during 2017, with late model equipment experiencing the most pricing improvement, representative of the
tightening equipment supply in North America and increased demand for used equipment. Transportation assets rebounded slightly from 2016, with lower
mileage truck tractors experiencing the most lift. Agricultural equipment experienced some pricing weakness in the United States during 2017. Some oil and
gas equipment continued to experience the price improvement that we first noted in the second quarter of 2017, indicating that oil and gas equipment pricing
may have bottomed in the second half of 2016.
Regionally, North America continued to be our strongest geographical region for equipment values during 2017, responding most favorably to changes in
commodity pricing and the overall economic environment. Beginning in the third quarter of 2017, we are also seeing improved pricing in our European
operations.
Industrial auction metrics
During 2017, we conducted 245 unreserved industrial auctions at locations in North America, Europe, the Middle East, Australia, New Zealand, and Asia,
compared to 233 during 2016.
Ritchie Bros.
51
Our key industrial auction metrics11 are shown below:
Bidder registrations
Consignments
Buyers
Lots
Year ended December 31,
2017
575,500
56,850
139,900
382,500
2016
549,000
53,450
138,400
398,500
2015
507,500
47,600
123,700
354,500
% Change
2017 over
2016
2016 over
2015
5%
6%
1%
(4)%
8%
12%
12%
12%
We saw increases in all key industrial auction metrics in 2017 compared to 2016, except for the number of lots. The decrease in lots was primarily due to the
2016 Columbus, United States, and Grande Prairie, Canada, auction activity discussed above, as well as the performance of the used equipment market, which
experienced supply volume pressure over the comparative period.
We saw increases in all key industrial auction metrics in 2016 compared to 2015, primarily due to our focused efforts on growing the business combined with
the performance of the used equipment market, which remained stable during most of 2016 and improved marginally late in the third quarter and into the
fourth quarter of 2016.
Although our auctions vary in size, our average industrial auction results on a trailing 12-month basis are described in the following table:
GTV
Bidder registrations
Consignors
Lots
Year ended December 31,
$
$
2017
15.2 million
2,348
232
1,562
2016
16.8 million
2,356
229
1,711
$
$
2015
16.8 million
2,219
209
1,551
Change
2017 over
2016
-1.6 million
-
1%
(9)%
$
2016 over
2015
-
6%
10%
10%
We saw a decrease in the average GTV per industrial auction in 2017 compared to 2016. We believe the decrease was primarily driven by constrained supply
of used equipment, and the resulting impact on the mix and age of equipment that came to market, as well as some lower sales productivity as we complete the
integration of our sales teams post-Acquisition. Primarily for the same reasons above, we saw a decrease in the average number of lots per industrial auction
in 2017 compared to 2016.
Primarily for the same reasons discussed above, we saw improvements in all our average industrial auction metrics for 2016 compared to 2015, except GTV
per industrial auction, which did not change between 2015 and 2016.
Online bidding at live on site auctions
Internet bidders comprised 69% of the total bidder registrations at our live on site auctions in 2017 compared to 66% in 2016. This increase in the level of
internet bidders continues to demonstrate our ability to drive multi-channel participation at our auctions.
11 For a breakdown of these key industrial auction metrics by month, please refer to our website at www.rbauction.com. None of the information in our
website is incorporated by reference into this document by this or any other reference.
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Website metrics12
Our IronPlanet websites www.ironplanet.com, www.govplanet.com, and www.truckplanet.com, provide access to our online marketplaces. Traffic across all
our websites increased 23% in 2017 compared to 2016, with the addition of IronPlanet traffic accounting for 78% of the increase. Traffic across all our
websites remained consistent between 2015 and 2016.
Results of A&M segment operations
(in U.S. $000's)
Revenues
Costs of services, excluding D&A
SG&A expenses
Impairment loss
Segment profit
2017
564,298
(75,685)
(308,874)
(8,911)
170,828
$
$
2016
531,826
(65,248)
(272,317)
(28,243)
166,018
$
$
2015
505,865
(56,026)
(249,852)
-
199,987
$
$
$ Change
% Change
2017 over
2016
32,472
(10,437)
(36,557)
19,332
4,810
$
$
2016 over
2015
25,961
(9,222)
(22,465)
(28,243)
(33,969)
$
$
2017 over
2016
2016 over
2015
6%
16%
13%
(68)%
3%
5%
16%
9%
100%
(17)%
Year ended December 31,
Revenues
As the A&M segment revenue is generated from transactional asset disposition services, we believe that these revenues are best understood by considering
their relationship to GTV. Therefore, in the third quarter of 2017 we introduced the metric ‘segment Revenue Rate’, which is calculated as segment revenue
divided by GTV.
Segment revenues by geographical region and segment Revenue Rate are presented below:
Year ended December 31,
$ Change
(in U.S. $000's)
United States
Canada
International
Segment revenues
2017
310,722
150,143
103,433
564,298
$
$
2016
268,399
172,214
91,213
531,826
$
$
2015
257,812
156,692
91,361
505,865
$
$
GTV
Segment Revenue Rate
$ 4,467,982
$ 4,334,815
$ 4,247,635
12.63%
12.27%
11.91%
2017 over
2016
42,323
(22,071)
12,220
32,472
133,167
n/a
$
$
$
$
$
$
2016 over
2015
10,587
15,522
(148)
25,961
87,180
n/a
3%
36 bps
% Change
2017 over
2016
2016 over
2015
16%
(13)%
13%
6%
12 None of the information in our websites is incorporated by reference into this document by this or any other reference.
Ritchie Bros.
4%
10%
-
5%
2%
36 bps
53
Our historical quarterly segment Revenue Rates are presented in the graph below:
2017 performance
Changes in segment revenues in 2017 compared to 2016 were primarily due to:
(cid:120) United States – 16% increase primarily due to the Acquisition, partially offset by the effect of constrained supply on used equipment in that region, the
third quarter 2016 Columbus, United States, live on site auction, as well as some lower sales productivity as we complete the integration of our sales
teams post-Acquisition.
(cid:120)
(cid:120)
Canada – 13% decrease primarily driven by changes in our auction calendar and fewer oil and gas dispersals in Western Canada. Regarding auction
calendar changes, we held the largest-ever auction in Grande Prairie in the first quarter of 2016 that generated more than $46.0 million (62.0 million
Canadian dollars) of GTV, with no similar auction on the Canadian calendar in 2017.
International – 13% increase primarily due to live on site auction activities in Spain, and the Acquisition.
Segment Revenue Rate grew from 12.27% in 2016 to 12.63% in 2017, primarily due to the Acquisition, which resulted in higher buyer transaction and listing
fees from our online marketplace channel, and improved performance on underwritten transactions.
2016 performance
Increases in segment revenues in Canada and the United States in 2016 compared to 2015 were primarily due to the performance of our underwritten business
and volume increases in GTV.
Our segment Revenue Rate grew from 11.91% in 2015 to 12.27% in 2016, primarily due to our underwritten contract performance. While our underwritten
contract volume decreased during 2016 compared to 2015, our underwritten contract commission rates increased over the same comparative period.
Ritchie Bros.
54
Costs of services
Segment costs of services by nature and as a percentage of GTV are presented below:
(in U.S. $000's)
Employee compensation
Buildings, facilities and technology
Travel, advertising and promotion
Other costs of services
Segment cost of services
GTV
Segment costs of services
as a percentage of GTV
Year ended December 31,
$ Change
2017
33,498
7,552
23,475
11,160
75,685
$
$
2016
27,643
7,365
23,688
6,552
65,248
$
$
2015
22,855
7,179
22,150
3,842
56,026
$
$
$ 4,467,982
$ 4,334,815
$ 4,247,635
2017 over
2016
5,855
187
(213)
4,608
10,437
133,167
$
$
$
2016 over
2015
4,788
186
1,538
2,710
9,222
87,180
$
$
$
% Change
2017 over
2016
2016 over
2015
21%
3%
(1)%
70%
16%
3%
21%
3%
7%
71%
16%
2%
1.69%
1.51%
1.32%
n/a
n/a
18 bps
19 bps
2017 performance
Segment costs of services increased 16% in 2017 compared to 2016 primarily due to the Acquisition, which drove the increase in our online marketplace GTV
and revenues. The increase in online marketplace revenue resulted in an increase in the costs incurred to earn those revenues, which were primarily related to
inspection activities. Other costs of services include storage and shipping costs, primarily associated with costs to move equipment off government facilities as
part of our GovPlanet channel activities.
The increase in segment costs of services was also due to an increase in the number of live on site agricultural auctions held during 2017 compared to 2016.
We held 157 unreserved agricultural auctions in 2017 compared to 123 in 2016.
2016 performance
Segment costs of services increased 16% in 2016 compared to 2015, primarily for the same reasons described above explaining the consolidated costs of
services increase over the same comparative period.
SG&A expenses
Segment SG&A expenses, which include our corporate head office support costs, are presented by nature below:
Year ended December 31,
$ Change
% Change
(in U.S. $000's)
Employee compensation
Buildings, facilities and technology
Travel, advertising and promotion
Professional fees
Other SG&A expenses
Segment SG&A expenses
2017
198,523
51,504
29,071
12,388
17,388
308,874
$
$
2016
173,329
47,790
23,310
12,506
15,382
272,317
$
$
2015
163,155
40,820
21,800
12,204
11,873
249,852
$
$
2017 over
2016
25,194
3,714
5,761
(118)
2,006
36,557
$
$
2016 over
2015
10,174
6,970
1,510
302
3,509
22,465
$
$
15%
8%
25%
(1)%
13%
13%
2017 over
2016
2016 over
2015
Our segment SG&A expenses increased $36.6 million, or 13%, in 2017 compared to 2016. The increase is primarily due to the Acquisition, including
increased headcount, travel costs, and search engine fees associated with our online marketplace channel, as well as merit increases and higher bank fees
attributable to our new credit facility.
Our segment SG&A expenses increased $22.5 million, or 9%, in 2016 compared to 2015, primarily for the same reasons described above explaining the
consolidated SG&A expense increase over the same comparative period.
Ritchie Bros.
6%
17%
7%
2%
30%
9%
55
Productivity
The majority of our business continues to be generated by our A&M segment operations. Sales Force Productivity within this segment is an operational
statistic that we believe provides a gauge of the effectiveness of our Revenue Producers in increasing our GTV and, ultimately, our net income. The following
table presents the composition of our Revenue Producers over the past two years:
Regional Sales Managers
Territory Managers
Revenue Producers
Q4 2017
68
387
455
Q3 2017
62
372
434
Q2 2017
62
379
441
Q1 2017
52
301
353
Q4 2016
51
301
352
Q3 2016
50
304
354
Q2 2016
45
304
349
Q1 2016
49
296
345
Q4 2015
46
296
342
Historically, we measured Sales Force Productivity as trailing 12-month GTV divided by the number of Revenue Producers at the reporting date. As a result
of the timing and impact of the Acquisition on both GTV and the number of Revenue Producers, we updated our Sales Force Productivity measure
calculations as at and for the 12-month periods ended December 31, 2017 and 2016.
Our updated Sales Force Productivity measure calculation as at and for the 12-month period ended December 31, 2017 is the sum of the following two
amounts:
(cid:120) GTV for the five months, pre-Acquisition, ended May 31, 2017, divided by the average number of Revenue Producers over the same five-month period;
and
(cid:120) GTV for the seven months, post-Acquisition, ended December 31, 2017, divided by the average number of Revenue Producers over the same seven-month
period.
Under the revised calculation, our Sales Force Productivity as at and for the year ended December 31, 2017 was $11.0 million per Revenue Producer.
We similarly updated the calculations of the measure over the comparative periods to be GTV for the years ended December 31, 2016 and 2015, divided by
the average number of Revenue Producers over each year. Under the revised calculation, our Sales Force Productivity as at and for the years ended December
31, 2016 and 2015 was $12.5 million and $12.2 million, respectively. No IronPlanet GTV or Revenue Producers are included in this comparative metric.
Sales Force Productivity decreased by $1.5 million per Revenue Producer in 2017 compared to 2016. We believe the decrease is due to a combination of
factors, including:
(cid:120) The acquisition of Revenue Producers from IronPlanet that had a lower Sales Force Productivity than Ritchie Bros. sales personnel, pre-Acquisition.
IronPlanet’s Sales Force Productivity was $7.6 million per Revenue Producer for the trailing 12-month period ended May 31, 2017.
(cid:120) The constrained supply of used equipment.
(cid:120) Some lower sales productivity as we complete the integration of our sales teams post-Acquisition.
Sales Force Productivity improved marginally between 2015 and 2016 under the revised calculation.
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56
Other services
(in U.S. $000's)
Revenues
Costs of services, excluding D&A
SG&A expenses
Other category profit
2017
46,219
(3,328)
(14,396)
28,495
$
$
2016
34,569
(814)
(11,212)
22,543
$
$
$
$
Year ended December 31,
$ Change
2015
10,010
-
(4,537)
5,473
2017 over
2016
11,650
(2,514)
(3,184)
5,952
$
$
2016 over
2015
24,559
(814)
(6,675)
17,070
$
$
% Change
2017 over
2016
34%
309%
28%
26%
2016 over
2015
245%
100%
147%
312%
2017 performance
Revenue from other services grew $11.7 million, or 34%, in 2017 compared to 2016. This increase was primarily due to the Acquisition, which added $3.4
million of AAS revenue in 2017, a 26% increase in RBFS revenue, and a 32% increase in Mascus revenue from $7.5 million to $9.9 million, and an 85%
increase in RB Logistics revenues over the comparative period.
Funded volume, which represents the amount of lending brokered by RBFS, increased 17% from $261.4 million in 2016 to $306.4 million in 2017. RBFS
segment revenues were $16.1 million in 2017, a 26% increase compared to $12.8 million in 2016. RBFS operating profit increased 28% over the same
comparative period to $8.2 million from $6.4 million.
2016 performance
Revenue from other services grew $17.1 million, or 312% in 2016 compared to 2015, primarily due to the performance of our value-added services, the
acquisition of Mascus that contributed $7.5 million in revenues, and a 30% increase in RBFS revenue over the comparative period. We also launched RB
Logistics in 2016, which contributed $0.4 million of revenues in its start-up year.
Funded volume increased 17% from $222.6 million in 2015 to $261.4 million in 2016. RBFS segment revenues were $12.8 million in 2016, a 30% increase
compared to the $9.8 million in 2015. RBFS segment operating profit increased 19% over the same comparative period to $6.4 million from $5.4 million.
Outstanding Share Data
We are a public company and our common shares are listed under the symbol “RBA” on the New York Stock Exchange (“NYSE”) and the Toronto Stock
Exchange (“TSX”). Financial information about our equity and share-based payments is set forth in our consolidated financial statement footnotes 27 “Equity
and Dividends” and 28 “Share-based Payments” in “Part II, Item 8: Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
Share repurchase program
Our normal course issuer bid (“NCIB”) that was approved by the TSX on March 1, 2016 expired on March 2, 2017 and was not renewed. No share purchases
were made pursuant to the NCIB, or by any other means, during the year end December 31, 2017.
Ritchie Bros.
57
Liquidity and Capital Resources
Working capital
(in U.S. $000's)
Cash and cash equivalents
Current restricted cash
Current assets
Current liabilities
Working capital
December 31, December 31,
2016
207,867
50,222
2017
267,910
63,206
$
$
$
$
$
$
508,487
388,455
120,032
$
$
377,998
252,834
125,164
$ Change
60,043
12,984
130,489
135,621
(5,132)
$
$
$
$
% Change
29%
26%
35%
54%
(4)%
We believe that working capital is a more meaningful measure of our liquidity than cash alone. Our working capital decreased during fiscal 2017, primarily
due to the payment of dividends of $72.8 million and interest on our debt, partially offset by operating income generated during the period.
Cash flows
(in U.S. $000's)
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of changes in foreign currency rates
Net increase (decrease) in cash, cash
equivalents, and restricted cash
Year ended December 31,
$ Change
% Change
2017
2016
2015
2017 over
2016
2016 over
2015
2017 over
2016
2016 over
2015
$
$
146,266
(710,954)
120,565
17,150
$
177,558
(116,862)
404,143
4
$
196,459
(29,348)
(80,689)
(26,265)
(31,292) $
(594,092)
(283,578)
17,146
(18,901)
(87,514)
484,832
26,269
(18)%
508%
(70)%
428650%
(10)%
298%
(601)%
(100)%
$ (426,973) $
464,843
$
60,157
$ (891,816) $
404,686
(192)%
673%
Operating activities
Cash provided by operating activities can fluctuate significantly from period to period due to factors such as differences in the timing, size, and number of
auctions during the period, the volume of our underwritten contracts, the timing of the receipt of auction proceeds from buyers and of the payment of net
amounts due to consignors, as well as the location of the auction with respect to restrictions on the use of cash generated therein.
2017 performance
Cash provided by operating activities decreased $31.3 million, or 18%, during 2017 compared to 2016. This decrease was primarily due to a decrease in cash
earnings, which included decreases in net income of $18.2 million, and a decrease in non-cash charges, which included decreases in impairment losses of
$19.3 million. Changes in certain of our operating assets and liabilities also contributed to the decline in cash flow from operations. Particularly, changes in
inventory used $35.1 million more cash during 2017 compared to 2016. This was primarily due to large inventory packages held at the end of 2015 being sold
in the February 2016 Orlando auction, combined with a large inventory package held in Canada at the end of 2017 that relates to a dispersal of oil and gas
equipment, most of which is to be sold in the March 2018 Grande Prairie auction.
2016 performance
Cash provided by operating activities decreased $18.9 million, or 10%, during 2016 compared to 2015. This decrease was primarily due to the decrease in
cash earnings, which included decreases in net income of $45.1 million, partially offset by an increase in non-cash charges, which included an impairment loss
of $28.2 million.
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Changes in certain of our operating assets and liabilities also contributed to the decline in cash flow from operations, partially offset by change in inventory
providing $44.2 million more cash in 2016 compared to 2015. This was primarily due to large inventory packages held at the end of 2015 being sold in the
February 2016 Orlando auction, combined with a decrease in the volume of inventory deals in 2016 compared to 2015.
Investing activities
Net cash used in investing activities increased $594.1 million during 2017 compared to 2016. This increase is primarily due to the May 2017 acquisition of
IronPlanet for $675.9 million (net of cash acquired) compared to the acquisitions of the RBFS non-controlling interest, Mascus, Kramer, and Petrowsky for a
total of $86.6 million (net of cash acquired) in 2016.
Net cash used in investing activities increased $87.5 million during 2016 compared to 2015. This increase is primarily due to the 2016 acquisitions noted
above compared to the 2015 acquisition of Xcira for $12.1 million (net of cash acquired), as well as a $10.0 million increase in proceeds on disposition of
property, plant and equipment year-over-year. The decrease in proceeds on disposition of property, plant and equipment year-over-year was primarily due to
the $8.4 million gain on sale of excess land in Edmonton, Canada, in 2015.
CAPEX intensity presents net capital spending as a percentage of revenue. We believe that comparing CAPEX intensity on a trailing 12-month basis for
different financial periods provides useful information as to the amount of capital expenditure that we require to generate revenues.
(in U.S. $ millions)
Property, plant and equipment additions
Intangible asset additions
Proceeds on disposition of property plant and equipment
Net capital spending
Revenues
CAPEX intensity
$
$
$
2017
10.8
28.6
(5.0)
34.4
610.5
5.6%
$
$
$
2016
18.9
17.6
(6.7)
29.8
566.4
5.3%
$
$
$
Change
2017 over
2016
2016 over
2015
(43)%
63%
(25)%
15%
8%
(14)%
100%
(60)%
110%
10%
2015
22.1
8.8
(16.7)
14.2
515.9
2.8%
30 bps
250 bps
Year ended December 31,
2017 performance
CAPEX intensity for 2017 increased compared to CAPEX intensity for 2016, primarily due to the net capital spending increase of 15% exceeding the revenue
increase of 8% over the comparative period. The net capital spending increase was primarily due to an increase in the capitalization of costs of intangible
assets under development. Significant software development projects in 2017 included systems integration following the Acquisition and other acquisitions, as
well as enhanced functionality for our online marketplace sales channel. The decrease in cash provided by operating activities combined with the increase in
net capital spending resulted in a decrease in operating free cash flow (“OFCF”)13 (non-GAAP measure) of $35.9 million, or 24%, to $111.9 million in 2017
from $147.8 million in 2016.
13 OFCF is non-GAAP financial measure that we believe, when compared on a trailing 12-month basis to different financial periods provides an effective
measure of the cash generated by our business and provides useful information regarding cash flows remaining for discretionary return to stockholders,
mergers and acquisitions, or debt reduction. Our balance sheet scorecard includes the performance metric, OFCF. OFCF is also an element of the
performance criteria for certain annual short-term incentive awards we grant to our employees and officers. We calculate OFCF by subtracting net capital
spending from cash provided by operating activities. OFCF is reconciled to the most directly comparable GAAP measures in our consolidated financial
statements under “Non-GAAP Measures” below.
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59
2016 performance
CAPEX intensity for 2016 increased compared to CAPEX intensity for 2015, primarily due to the net capital spending increase of 110% exceeding the
revenue increase of 10% over the comparative period. The net capital spending increase was primarily due to the decrease in proceeds on disposition of
property, plant and equipment discussed above. OFCF (non-GAAP measure) decreased $34.5 million, or 19%, to $147.8 million in 2016 from $182.3 million
in 2015.
Financing activities
Net cash provided by financing activities decreased $283.6 million in 2017 compared to 2016. We borrowed $310.5 million less debt, net of repayments, in
2017 compared to 2016. This increase in cash provided by financing activities was partially offset by a $36.7 million decrease in share repurchases year-over-
year because no share repurchases were executed in 2017.
Net cash provided by financing activities increased $484.8 million in 2016 compared to 2015, primarily due to gross proceeds of $500.0 million received in
exchange for the issue of our senior unsecured notes in December 2016 (the “Notes”). This increase was partially offset by the payment of $10.6 million in
debt issue costs in 2016.
Dividend information
We declared and paid regular cash dividends of $0.17 per common share for the quarters ended December 31, 2016, March 31, 2017, June 30, 2017, and
September 31, 2017. We have declared, but not yet paid, a dividend of $0.17 per common share for the quarter ended December 31, 2017.
Total dividend payments in 2017 were $72.8 million to stockholders and $40.8 thousand to non-controlling interests. This compares to total dividend
payments of $70.5 million and $64.3 million to stockholders in 2016 and 2015, respectively, and $3.4 million and $1.3 million to non-controlling interests in
2015, respectively. All dividends we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.
Our dividend payout ratio, which we calculate as dividends paid to stockholders divided by net income attributable to stockholders, increased to 97.1% in
2017 from 76.8% in 2016. This increase is primarily the result of the decrease in net income attributable to stockholders combined with the increase in our
dividends paid to stockholders, year-over-year. Our adjusted dividend payout ratio14 (non-GAAP measure) increased to 83.0% in 2017 from 57.2% in 2016.
Our dividend payout ratio increased to 76.8% in 2016 from 47.2% in 2015. This increase is primarily the result of the decrease in net income attributable to
stockholders combined with the increase in our dividends paid to stockholders, year-over-year. Our adjusted dividend payout ratio (non-GAAP measure)
increased to 57.2% in 2016 from 53.1% in 2015.
Return on average invested capital
Our return on average invested capital is calculated as net income attributable to stockholders divided by our average invested capital. We calculate average
invested capital over a trailing 12-month period by adding the average long-term debt over that period to the average stockholders’ equity over that period.
14 Adjusted dividend payout ratio is non-GAAP financial measure. We believe that comparing the adjusted dividend payout ratio for different financial
periods provides useful information about how well our net income supports our dividend payments. Adjusted dividend payout ratio is calculated by
dividing dividends paid to stockholders by adjusted net income attributable to stockholders (non-GAAP measure). Adjusted dividend payout ratio is
reconciled to the most directly comparable GAAP measures in our consolidated financial statements under “Non-GAAP Measures” below.
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Return on average invested capital decreased 350 bps to 5.3% in 2017 from 8.8% in 2016. This decrease is primarily due to a $375.7 million, or 36%, increase
in average invested capital year-over-year, which was driven by the issuance of the Notes in the fourth quarter of 2016 and the delayed-draw term loans
borrowed in the second quarter of 2017. Also contributing to the decrease in return on average invested capital over this comparative period was a $16.8
million, or 18%, decrease in net income attributable to stockholders. Return on invested capital (“ROIC”) excluding escrowed debt15 (non-GAAP measure)
decreased 930 bps to 6.2% in 2017 from 15.5% in 2016.
Return on average invested capital decreased 820 bps to 8.8% in 2016 from 17.0% in 2015. This decrease is primarily due to a $240.0 million, or 30%,
increase in average invested capital year-over-year, which was driven by the issuance of the Notes in the fourth quarter of 2016. Also contributing to the
decrease in return on average invested capital over this comparative period was a $44.4 million, or 33%, decrease in net income attributable to stockholders.
ROIC excluding escrowed debt (non-GAAP measure) increased 40 bps to 15.5% in 2016 from 15.1% in 2015.
Debt and credit facilities
At December 31, 2017, our short-term debt of $7.0 million consisted of borrowings under our committed revolving credit facilities and had a weighted
average annual interest rate of 2.7%. This compares to current borrowings of $23.9 million at December 31, 2016 with a weighted average annual interest rate
of 2.2%.
As at December 31, 2017, we had a total of $812.9 million long-term debt with a weighted average annual interest rate of 4.8%. This compares to long-term
debt of $595.7 million as at December 31, 2016 with a weighted average annual interest rate of 4.9%.
Our long-term debt and available credit facilities at December 31, 2017 and 2016 were as follows:
(in U.S. $000's)
Long-term debt
Committed
Revolving credit facilities
Revolving credit facilities available
Delayed draw facility
Delayed draw facility available
Total credit facilities
Total credit facilities available
Year ended December 31,
2017
812,892
2016
595,706
$
$
% Change
685,000
646,991
316,546
-
$ 1,001,546
646,991
687,000
548,649
325,000
325,000
$ 1,012,000
873,649
36%
(0)%
18%
(3)%
(100)%
(1)%
(26)%
15 ROIC excluding escrowed debt is a non-GAAP financial measure that we believe, by comparing on a trailing 12-month basis for different financial periods
provides useful information about the after-tax return generated by our investments by removing the impact of the issue of the Notes, which were held in
escrow at December 31, 2016. While the Notes were in escrow and not accessible by us, they were not contributing to the generation of net income. We
believe that by adjusting debt to remove funds we do not have access to, we are providing more accurate information about the after-tax return generated
by our investments. We calculate ROIC excluding escrowed debt as adjusted net income attributable to stockholders (non-GAAP measure) divided by
adjusted average invested capital (non-GAAP measure). We calculate adjusted average invested capital (non-GAAP measure) as the adjusted average
long-term debt (non-GAAP measure) and average stockholders’ equity over a trailing 12-month period. We calculate adjusted average long-term debt
(non-GAAP measure) as the average of adjusted opening long-term debt (non-GAAP measure) and adjusted ending long-term debt (non-GAAP measure).
Adjusted opening long-term debt (non-GAAP measure) and adjusted ending long-term debt (non-GAAP measure) are calculated as opening or ending
long-term debt, as applicable, as reported in our consolidated financial statements reduced by long-term debt held in escrow. ROIC excluding escrowed
debt is reconciled to the most directly comparable GAAP measures in our consolidated financial statements under “Non-GAAP Measures” below.
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61
Syndicated credit facility
On October 27, 2016, we entered a five-year credit agreement (the “Credit Agreement”) with a syndicate of lenders, including Bank of America, N.A.
(“BofA”) and Royal Bank of Canada, that provides us with:
1) Multicurrency revolving facilities of up to $675.0 million (the “Multicurrency Facilities”);
2) A delayed draw term loan facility of up to $325.0 million (the “Delayed-Draw Facility” and together with the Multicurrency Facilities, the “Syndicated
Facilities”); and
3) At our election and subject to certain conditions, including receipt of related commitments, incremental term loan facilities and/or increases to the
Multicurrency Facilities in an aggregate amount of up to $50 million.
We may use the proceeds from the Multicurrency Facilities for general corporate purposes. During the second quarter of 2017, the full amount of the Delayed-
Draw Facility was drawn to finance the Acquisition.
The Syndicated Facilities are secured by the assets of Ritchie Bros. Auctioneers Incorporated and certain of its subsidiaries in Canada and the United States.
The Syndicated Facilities may become unsecured again, subject to Ritchie Bros. meeting specified credit rating or leverage ratio conditions. The Syndicated
Facilities mature five years after the closing date of the Credit Agreement. The Delayed-Draw Facility is amortized in equal quarterly installments in an
annual amount of 5% for the first two years after the closing of the Acquisition, and 10% in the third through fifth years after the closing of the Acquisition,
with the balance payable at maturity.
Borrowings under the Credit Agreement bear floating rates of interest, which, at our option, are based on either a base rate (or Canadian prime rate for certain
Canadian dollar borrowings) or LIBOR (or such customary floating rate customarily used by BofA for currencies other than U.S. dollars). In either case, an
applicable margin is added to the rate. The applicable margin ranges from 0.25% to 1.50% for base rate loans, and 1.25% to 2.50% for LIBOR (or the
equivalent of such currency) loans, depending on our leverage ratio at the time of borrowing. We must also pay quarterly in arrears a commitment fee equal to
the daily amount of the unused commitments under the Syndicated Facilities multiplied by an applicable percentage per annum (which ranges from 0.25% to
0.50% depending on our leverage ratio).
We incurred debt issuance costs of $9.7 million in connection with the Credit Agreement, of which $4.7 million was allocated to the Multicurrency Facilities
and $5.0 million was allocated to the Delayed-Draw Facility. As the former allocation is not related to specific draws, the costs have been capitalized as other
non-current assets and are being amortized over the term of the Syndicated Facilities. For the latter allocation, the costs have been capitalized and reduce the
carrying value of the delayed draw term loans to which they relate. At December 31, 2017, the unamortized deferred debt issuance costs relating to the
Multicurrency Facilities and delayed draw term loans were $3.8 million and $4.1 million, respectively.
Senior unsecured notes
On December 21, 2016, we completed the offering of the Notes for an aggregate principal amount of $500.0 million. The Notes bear interest at a rate of
5.375% per annum and have a maturity date of January 15, 2025. The Notes were offered only to qualified institutional buyers in reliance on Rule 144A under
the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been
registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or
an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities
laws.
The proceeds of the offering were used to finance the Acquisition. Upon the closing of the offering, the gross proceeds from the offering together with certain
additional amounts including prepaid interest were deposited in to an escrow account. The funds were held in escrow until the Acquisition was completed on
May 31, 2017.
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62
Until the release of the proceeds in the escrow account, the Notes were secured by a first priority security interest in the escrow account. Upon the completion
of the Acquisition, the Notes became senior unsecured obligations. The Notes are jointly and severally guaranteed on an unsecured basis, subject to certain
exceptions, by each of our subsidiaries that is a borrower or guarantees indebtedness under the Credit Agreement. IronPlanet and certain of its subsidiaries
were added as additional guarantors in connection with the Acquisition.
We incurred debt issuance costs of $13.9 million in connection with the offering of the Notes. At December 31, 2017, we had unamortized deferred debt
issuance costs relating to the Notes of $12.7 million.
Other credit facilities
As at December 31, 2017, we also had $10.0 million in committed, revolving credit facilities, in certain foreign jurisdictions, which expire on May 31, 2018.
Debt covenants
The Credit Agreement contains certain covenants that could limit the ability of the Company and certain of its subsidiaries to, among other things and subject
to certain significant exceptions: (i) incur, assume or guarantee additional indebtedness; (ii) declare or pay dividends or make other distributions with respect
to, or purchase or otherwise acquire or retire for value, equity interests; (iii) make loans, advances or other investments; (iv) incur liens; (v) sell or otherwise
dispose of assets; and (vi) enter into transactions with affiliates. The Credit Agreement also provides for certain events of default, which, if any of them
occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the
Credit Agreement to be declared immediately due and payable.
The Notes were issued pursuant to an indenture, dated December 21, 2016, with U.S. Bank National Association, as trustee (the “Indenture”). The Indenture
contains covenants that limit our ability, and the ability of certain of our subsidiaries to, among other things and subject to certain significant exceptions: (i)
incur, assume or guarantee additional indebtedness; (ii) declare or pay dividends or make other distributions with respect to, or purchase or otherwise acquire
or retire for value, equity interests; (iii) make any principal payment on, or redeem or repurchase, subordinated debt; (iv) make loans, advances or other
investments; (v) incur liens; (vi) sell or otherwise dispose of assets; and (vii) enter into transactions with affiliates. The Indenture also provides for certain
events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the
then outstanding Notes under the applicable indenture to be declared immediately due and payable.
At inception of the Credit Agreement and the Indenture, all parties anticipated the increase in indebtedness that followed the Acquisition. As such, covenants
pertaining to our leverage ratio provide for a six-quarter expansion of debt levels, after which the leverage ratio settles to a moderately higher tier than pre-
Acquisition conditions.
We were in compliance with all financial and other covenants applicable to our credit facilities at December 31, 2017.
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63
Contractual obligations at December 31, 2017
(in U.S. $000's)
Long-term debt obligations:
Principal
Interest
Capital lease obligations
Operating lease obligations
Purchase obligations
Share unit liabilities
Other non-current liabilities
Total contractual obligations
Payments due by period
1 to 3
years
Less than
1 year
3 to 5
years
More than
5 years
16,907
39,740
3,463
14,763
1,607
5,407
-
81,887
$
$
59,174
76,831
5,778
21,913
-
2,867
3,698
170,261
$
$
253,606
61,716
2,064
13,260
-
-
23
330,669
$
$
500,000
67,188
-
47,818
-
-
2,419
617,425
Total
$
829,687
245,475
11,305
97,754
1,607
8,274
6,140
$ 1,200,242
$
$
Our long-term debt obligations included in the table above consist of draws under the New Facilities and our Notes. Our finance leases relate primarily to
computer, automotive, and yard equipment. Our operating leases relate primarily to land on which we operate regional auction sites and administrative
buildings, located in North America, Central America, Europe, the Middle East, and Asia. Other operating leases include leases of automotive, yard, and
office equipment. Purchase obligations relate to capital expenditure commitments we have made with respect to property, plant and equipment and intangible
assets. Share unit liabilities reflect the amounts of the future cash-settlement obligations of share units earned that, as of December 31, 2017, are expected to
vest.
In the normal course of our business, we may guarantee a minimum level of proceeds in connection with the sale at auction of a consignor’s equipment. Our
total exposure as at December 31, 2017 from these guarantee contracts was $30.9 million, compared to $15.2 million at December 31, 2016, which we
anticipate will be fully covered by the proceeds that we will receive from the sale at auction of the related equipment, plus our commission. We do not record
any liability in our financial statements in respect of these guarantee contracts, and they are not reflected in the contractual obligations table above.
Going concern assessment
We believe our existing working capital and availability under our credit facilities, including the New Facilities, the Notes, and our other credit facilities, are
sufficient to satisfy our present operating requirements and contractual obligations (detailed above), as well as to fund future growth including, but not limited
to, mergers and acquisitions, development of our A&M, RBFS, and Mascus operating segments, as well as other growth opportunities.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in
financial condition, revenues or expenses, financial performance, liquidity, capital expenditures or capital resources.
Critical Accounting Policies, Judgments, Estimates and Assumptions
In preparing our consolidated financial statements in conformity with US GAAP, we must make decisions that impact the reported amounts and related
disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting
estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances and historical experience.
On an ongoing basis, we evaluate these judgments and estimates, including:
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64
(cid:120) recognition of revenue from inventory sales net of cost of inventory sold;
(cid:120) valuation of consignors’ equipment and other assets subject to guarantee contracts;
(cid:120) consolidation of variable interest entities;
(cid:120) the grant date fair value of stock option and share unit awards;
(cid:120) the identification of reporting units and recoverability of goodwill;
(cid:120) recoverability of long-lived assets; and
(cid:120) recoverability of deferred income tax assets.
Actual amounts could differ materially from those estimated by us at the time our consolidated financial statements are prepared.
The following discussion of critical accounting policies and estimates is intended to supplement the significant accounting policies presented in the notes to
our consolidated financial statements included in “Part II, Item 8: Financial Statements and Supplementary Data” presented in this Annual Report on
Form 10-K, which summarize the accounting policies and methods used in the preparation of those consolidated financial statements. The policies and the
estimates discussed below are included here because they require more significant judgments and estimates in the preparation and presentation of our
consolidated financial statements than other policies and estimates.
Recognition of revenue from inventory sales net of cost of inventory sold
We record revenues from inventory sales net of costs of inventory sold within commission revenue on the consolidated income statement. This commission
revenue, as well as commission revenues earned on straight commission and guarantee contracts, is classified as revenues from the rendering of services as
opposed to revenues from the sale of goods.
Most of the equipment sold at our live on site auctions is sold to the highest bidder on an unreserved basis. Although we take title to the equipment we sell
under inventory contracts, the period of direct ownership is relatively short, and the equipment is processed in the same manner as other consigned equipment
such that the risks and rewards of ownership are not substantially different from those in our guarantee contracts. As such, we have determined that we are
acting as an agent when we sell inventory, not as a principal. And in that capacity, we record revenue from inventory sales on a net basis, as opposed to a
gross basis.
For inventory contracts related to online marketplace sales, revenue from the sale of inventory through our online marketplaces are recorded net of acquisition
costs because the acquisition of equipment in advance of an online marketplace sale is an ancillary component of our business and, in general, the risks and
rewards of ownership are not substantially different from our other guarantee contracts. Since the online marketplace sale business is a net business, gross
sales proceeds are not reported as revenue in the consolidated income statement. Rather, the net commission earned from online marketplace sales is reported
as revenue, which reflects our agency relationship between buyers and sellers of equipment.
We value each inventory contract at the lower of cost and net realizable value. In addition, we monitor the results from the sale of this inventory at auction
after the balance sheet date up to the release of our financial statements and record any losses realized on inventory contracts.
Consolidation of variable interest entities
When we acquire a variable interest entity (“VIE”), we must determine whether we are the primary beneficiary. If we determine that we are the primary
beneficiary, we are required to consolidate the VIE. The primary beneficiary determination requires us to make assumptions as to which activities most
significantly impact the VIE’s economic performance, identify the existence of any de facto related parties, and make an assessment as to whether we have the
power to direct the activities determined to most significantly impact the VIE’s economic performance.
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65
Valuation of performance share units subject to market conditions
We initially measure the cost of share units that are subject to market vesting conditions using a binomial model to determine the fair value of the liability
incurred. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on
the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model, including the expected
life of the share unit, volatility and dividend yield, as well as making assumptions about them. For cash-settled share-based payment transactions, the liability
needs to be re-measured at the end of each reporting period up to the date of settlement. This requires a reassessment of the estimates used at the end of each
reporting period.
Recoverability of goodwill
We perform impairment tests on goodwill on an annual basis in accordance with US GAAP, or more frequently if events or changes in circumstances indicate
that those assets might be impaired. Goodwill is tested for impairment at a reporting unit level, which is at the same level or one level below an operating
segment. We determined our reporting units to be at the same level as our operating segments for A&M and Mascus.
On January 1, 2017, we early adopted Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test
for Goodwill Impairment (“ASU 2017-04”), which eliminates Step 2 from the goodwill impairment test. Under ASU 2017-04, we still have the option of
performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. We exercise judgment in
performing our qualitative assessment of whether indicators of impairment exist.
When we determine that an annual or interim quantitative impairment test is necessary, we now only perform one step to identify potential impairment, which
is to compare the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation
approaches and techniques that involve assumptions based on what we believe a hypothetical marketplace participant would use in estimating fair value on the
measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the extent the
difference does not exceed the total amount of goodwill allocated to the reporting unit.
We measure the fair value of our reporting units using an earnings valuation approach, which employs a discounted cash flow valuation technique. In applying
this valuation approach, management is required to make significant estimates and assumptions about the timing and amount of future cash flows, revenue
growth rates, and discount rates, which requires a significant amount of judgment. Accordingly, actual results may differ from those used in the goodwill
impairment test.
A&M reporting unit goodwill
Significant estimates used in the earnings approach valuation of our A&M reporting unit are our discount rate of 10%, which reflects the risk premium on this
reporting unit based on assessments of risks related to projected cash flows, and our long-term growth rate of 3%, which is used to extrapolate cash flows
beyond the five-year forecast.
Mascus reporting unit goodwill
Goodwill arising from the acquisition of Mascus forms part of the reporting unit On December 31, 2017, we performed the US GAAP goodwill impairment
test.
Using the cash flow methodology of the earnings approach, the fair value of the Mascus reporting unit was measured based on the present value of the cash
flows that we expect the reporting unit to generate. The testing was performed in Mascus’ functional currency, which is the Euro.
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66
The earnings approach valuation was most sensitive to the following assumptions:
(i) Revenue growth rate
Cash flow forecasts estimate an annual growth rate of 15% in fiscal 2018 and 8% in each of fiscal 2019 through 2023. The estimated growth rate used in
determining the Mascus reporting unit’s future cash flows is based on our expectation of future growth rates resulting from application of our business
strategy.
(ii) Operating margin
Cash flow forecasts estimate an operating margin of 34% in fiscal 2018, 36% in fiscal 2019, 39% in fiscal 2020, 41% in fiscal 2021, and 43% in fiscal
2022. The estimated operating margin used in determining the Mascus reporting unit’s future cash flows is based on our expectation of future growth rates
resulting from application of our business strategy.
We applied a discount rate of 12% which reflects the risk premium on this reporting unit based on assessments of risks related to projected cash flows. Cash
flows beyond the five-year period were extrapolated using a long-term growth rate estimated to be 3.5%.
As the fair value of the Mascus reporting unit was greater than its carrying amount, management concluded that Mascus goodwill was not impaired at
December 31, 2017. We estimated that the fair value of the Mascus reporting unit exceeds its carrying amount by 7.9 million Euros ($9.5 million).
Consequently, a reasonably possible decline in the revenue growth rate or operating margin may result in an impairment loss.
With all other assumptions remaining constant, the following changes taken individually would result in the Mascus reporting unit’s fair value being equal to
its carrying amount:
(cid:120) Revenue growth rate – decrease of five percentage points
(cid:120) Operating margin – decrease of 10 percentage points
Recoverability of indefinite-lived intangible assets
We perform impairment tests on indefinite-lived intangible assets, which are certain of our trade names and trademarks, on an annual basis in accordance with
US GAAP, or more frequently if events or changes in circumstances indicate that those assets might be impaired. We elected to bypass the qualitative
assessment and performed a quantitative impairment test during our annual impairment test on December 31, 2017. The indefinite-lived intangible asset’s fair
value is determined using the relief from royalty valuation approach and involves assumptions based on what we believe a hypothetical marketplace
participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the indefinite-lived
intangible asset’s carrying amount and its fair value.
Indefinite-lived intangible asset impairment testing involves determination of the unit of accounting, which we determined to be at the same level as our
operating segments for A&M and Mascus.
A&M
In making the determination that the intangible assets in the A&M segment should be combined as a single unit of accounting for impairment testing
purposes, we exercised significant judgement in concluding that those assets are operated as a single asset and are, essentially, inseparable from one another.
Significant estimates used in the valuation of the A&M indefinite-lived intangible asset included a discount rate of 10% based on assessments of risks related
to projected cash flows, and a long-term growth rate of 3%, which was used to extrapolate cash flows beyond the five-year forecast.
Since the fair value of the A&M indefinite-lived intangible asset was greater than its carrying amount, management concluded the asset was not impaired at
December 31, 2017.
Ritchie Bros.
67
Mascus
Significant estimates used in the valuation of the Mascus indefinite-lived intangible asset included a revenue growth rate projection of 15% in fiscal 2018 and
8% in each of fiscal 2019 to 2022, a discount rate of 12% based on assessments of risks related to the projected cash flows, and a long-term growth rate of
3.5%, which was used to extrapolate cash flows beyond the five-year forecast.
Since the fair value of the Mascus indefinite-lived intangible asset was greater than its carrying amount, management concluded that the asset was not
impaired at December 31, 2017.
Accounting for income taxes
Income taxes are accounted for using the asset and liability method. Deferred income tax assets and liabilities are based on temporary differences (differences
between the accounting basis and the tax basis of the assets and liabilities) and non-capital loss, capital loss, and tax credit carry-forwards are measured using
the enacted tax rates and laws expected to apply when these differences reverse. Deferred tax benefits, including non-capital loss, capital loss, and tax credits
carry-forwards, are recognized to the extent that realization of such benefits is considered more likely than not.
Changes in tax rates and tax law are accounted for in the period of enactment. On December 22, 2017, new federal tax reform legislation was enacted in the
United States, resulting in significant changes from previous tax law. The TCJA reduces the federal corporate income tax rate to 21% from 35% effective
January 1, 2018. ASC 740, Income Taxes, requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary
differences are to be realized or settled, which may impact the carrying values of deferred tax assets and liabilities. The effect of a change in tax law is
recorded as a discrete component of the income tax provision related to continuing operations in the period of enactment. Changes in the valuation allowance
assessment due to the TCJA would also be recorded to continuing operations in the tax provision. When realization of deferred income tax assets does not
meet the more-likely-than-not criterion for recognition, a valuation allowance is provided.
Liabilities for uncertain tax positions are recorded based on a two-step process. The first step is to evaluate the tax position for recognition by determining if
the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or
litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.
We regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We also
continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the
period in which the facts that give rise to a revision become known.
Recent Accounting Pronouncements
Recent accounting pronouncements that significantly impact our accounting policies or the presentation of our consolidated financial position or performance
have been disclosed in the notes to our consolidated financial statements included in “Part II, Item 8: Financial Statements and Supplementary Data” presented
elsewhere in this Annual Report on Form 10-K.
Future changes in accounting policies – recent accounting standards not yet adopted
In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which
requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2017. We will not early adopt ASU 2014-09, and as such, the effective date will be January 1, 2018. We have decided to adopt
ASU 2014-09 on a retrospective basis.
Ritchie Bros.
68
While continuing to assess all potential impacts of adoption of ASU 2014-09, our current analysis indicates that the most significant change will be in the
presentation of revenue from the majority of inventory, ancillary service, and RB Logistics contracts to gross as a principal instead of net as an agent. This
presentation is expected to significantly increase the amount of revenue reported compared to the current presentation, as well as add volatility to revenue over
comparative periods. Presenting these revenues gross as a principal versus net as an agent has no impact on operating income.
The following tables illustrate the expected impact on our reported results of retrospectively adopting ASU 2014-09 and, thereunder, presenting the majority
of inventory, ancillary service, and RB Logistics revenues on a gross basis.
(in U.S. $000's)
Total revenues:
As reported
Expected impact:
Sales of inventory gross up
Ancillary service and RB Logistics gross up
New revenue standard
Operating income:
As reported
New revenue standard
(in U.S. $000's)
Total revenues:
As reported
Expected impact:
Sales of inventory gross up
Ancillary service and RB Logistics gross up
New revenue standard
Operating income:
As reported
New revenue standard
Ritchie Bros.
Full Year 2017
Q4 2017
Q3 2017
Q2 2017
Q1 2017
$
$
$
610,517
$
178,785
$
141,047
$
166,186
$
124,499
306,498
54,176
971,191
107,454
107,454
$
$
98,895
14,070
291,750
40,038
40,038
$
$
72,476
13,878
227,401
16,931
16,931
$
$
71,726
14,701
252,613
26,888
26,888
$
$
63,401
11,527
199,427
23,597
23,597
Full Year 2016
Q4 2016
Q3 2016
Q2 2016
Q1 2016
$
$
$
566,395
$
146,769
$
128,876
$
158,805
$
131,945
513,348
47,234
1,126,977
135,722
135,722
$
$
136,984
11,077
294,830
40,628
40,628
$
$
159,850
12,250
300,976
2,285
2,285
$
$
104,978
11,884
275,667
53,635
53,635
$
$
111,536
12,023
255,504
39,174
39,174
69
(in U.S. $000's)
Total revenues:
As reported
Expected impact:
Sales of inventory gross up
Ancillary service and RB Logistics gross up
New revenue standard
Operating income:
As reported
New revenue standard
Full Year 2015
Q4 2015
Q3 2015
Q2 2015
Q1 2015
$
$
$
515,875
$
135,462
$
109,318
$
155,477
$
115,618
511,892
52,732
1,080,499
174,840
174,840
$
$
139,314
14,880
289,656
50,424
50,424
$
$
97,745
13,216
220,279
28,602
28,602
$
$
136,255
13,946
305,678
62,795
62,795
$
$
138,578
10,690
264,886
33,019
33,019
Revenue reported under current US GAAP increased 8% in 2017 compared to 2016. The expected impact of retrospectively adopting ASU 2014-09 would
result in a 14% decrease in total revenues of 2017 compared to 2016.
Revenue reported under current US GAAP increased 10% in 2016 compared to 2015. The expected impact of retrospectively adopting ASU 2014-09 would
result in a 4% increase in total revenues of 2016 compared to 2015.
Revenue under current US GAAP will be most comparable to total revenues less cost of inventory sold under ASU 2014-09. As such, when ASU 2014-09
takes effect, we will introduce a new non-GAAP financial measure that we are tentatively calling “Agency Proceeds”, which will be calculated as total
revenues less cost of inventory sold and will replace revenues used in our key performance metrics.
Ritchie Bros.
70
Non-GAAP Measures
We reference various non-GAAP measures throughout this Annual Report on Form 10-K. These measures do not have a standardized meaning and are,
therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared
under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information
prepared and presented in accordance with generally accepted accounting principles.
The following table presents our adjusted operating income (non-GAAP measure) and adjusted operating income margin (non-GAAP measure) results for the
years ended December 31, 2017, 2016 and 2015, as well as reconciles those metrics to operating income, revenues, and operating income margin, which are
the most directly comparable GAAP measures in, or calculated from, our consolidated income statements:
(in U.S. $000's)
Operating income
Pre-tax adjusting items:
Accelerated vesting of assumed options
Acquisition and finance structure advisory
Severance and retention
Gain on sale of excess property
Impairment loss
Adjusted operating income (non-GAAP measure)
Revenues
Operating income margin
Adjusted operating income margin (non-GAAP measure)
The adjusting items for the year ended December 31, 2017 were:
Year ended December 31,
2017
107,454
$
2016
135,722
$
2015
174,840
$
4,752
9,063
3,613
-
8,911
133,793
610,517
-
-
-
-
28,243
163,965
566,395
-
-
-
(8,384)
-
166,456
515,875
$
$
$
Change
2017 over
2016
2016 over
2015
(21)%
100%
100%
100%
-
(68)%
(18)%
8%
(22)%
-
-
-
(100)%
100%
(1)%
10%
17.6%
21.9%
24.0%
28.9%
33.9%
-640 bps
-990 bps
32.3%
-700 bps
-340 bps
(cid:120) $4.8 million ($4.8 million after tax, or $0.04 per diluted share) of stock option compensation expense related to the accelerated vesting of certain
IronPlanet stock options assumed as part of the Acquisition
(cid:120) $9.1 million ($6.6 million after tax, or $0.06 per diluted share) of acquisition and finance structure advisory costs,
(cid:120) $3.6 million ($2.5 million after tax, or $0.02 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition
(cid:120) $8.9 million ($6.6 million after tax, or $0.06 per diluted share) impairment loss recognized on various technology assets
The adjusting item for the year ended December 31, 2016 was a $28.2 million ($26.4 million after tax, or $0.25 per diluted share) impairment loss on
EquipmentOne reporting unit goodwill and customer relationships.
The adjusting item for the year ended December 31, 2015 was an $8.4 million ($7.3 million after tax, or $0.07 per diluted share) gain on the sale of the excess
property in Edmonton, Canada.
Ritchie Bros.
71
The following table presents our adjusted net income attributable to stockholders (non-GAAP measure) and diluted adjusted EPS attributable to stockholders
(non-GAAP measure) results for the years ended December 31, 2017, 2016, and 2015, as well as reconciles those metrics to net income attributable to
stockholders, the effect of dilutive securities, the weighted average number of dilutive shares outstanding, and diluted EPS attributable to stockholders, which
are the most directly comparable GAAP measures in our consolidated income statements:
Year ended December 31,
2017
75,027 $
2016
91,832 $
2015
136,214
$
Change
2017 over
2016
2016 over
2015
(18)%
(33)%
(in U.S. $000's, except share and
per share data)
Net income attributable to stockholders
Pre-tax adjusting items:
Accelerated vesting of assumed options
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Impairment loss
Current income tax effect of adjusting items:
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Deferred income tax effect of adjusting items:
Impairment loss
Severance and retention
Current income tax adjusting item:
Change in uncertain tax provision
Deferred tax adjusting item:
Remeasurement of deferred taxes
Tax loss utilization
4,752
9,063
3,613
-
-
8,911
(2,447)
(748)
-
-
(2,361)
(368)
2,290
(10,070)
-
-
-
-
6,787
-
28,243
-
-
(1,787)
-
(1,798)
-
-
-
-
-
-
-
-
(8,384)
-
-
-
-
1,090
-
-
-
-
(7,862)
121,058
-
107,432,474
100%
100%
100%
(100)%
-
(68)%
100%
100%
(100)%
-
31%
100%
100%
100%
-
(29)%
100%
1%
(19)%
(30)%
-
-
-
100%
(100)%
100%
-
-
100%
(100)%
100%
-
-
-
(100)%
2%
-
-%
(33)%
2%
72
Adjusted net income attributable to stockholders (non-GAAP measure)
Effect of dilutive securities
Weighted average number of dilutive shares outstanding
87,662 $
(152) $
$
$
108,113,151
123,277 $
- $
107,457,794
Diluted EPS attributable to stockholders
Diluted adjusted EPS attributable to stockholders (non-GAAP measure)
$
$
0.69 $
0.81 $
0.85 $
1.15 $
1.27
1.13
The adjusting items for the year ended December 31, 2017 were:
(cid:120) $4.8 million ($4.8 million after tax, or $0.04 per diluted share) of stock option compensation expense related to the accelerated vesting of certain
IronPlanet stock options assumed as part of the Acquisition
(cid:120) $9.1 million ($6.6 million after tax, or $0.06 per diluted share) of acquisition and finance structure advisory costs,
Ritchie Bros.
(cid:120) $3.6 million ($2.5 million after tax, or $0.02 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition
(cid:120) $8.9 million ($6.6 million after tax, or $0.06 per diluted share) impairment loss recognized on various technology assets
(cid:120) $2.3 million (or $0.02 per diluted share) charge related to the change in uncertain tax provisions
(cid:120) $10.1 million (or $0.10 per diluted share) benefit on remeasurement of deferred taxes as a result of the TCJA
The adjusting items for the year ended December 31, 2016 were:
(cid:120) $6.8 million ($5.0 million after tax, or $0.05 per diluted share) charge related to the early termination of pre-existing debt
(cid:120) $28.2 million ($26.4 million after tax, or $0.25 per diluted share) impairment loss on EquipmentOne reporting unit goodwill and customer relationships
The adjusting items for the year ended December 31, 2015 were:
(cid:120) $8.4 million ($7.3 million before tax, or $0.07 per diluted share) gain on the sale of excess property in Edmonton, Canada
(cid:120) $7.9 million before tax (or $0.07 per diluted share) of tax savings generated by tax loss utilization
Ritchie Bros.
73
The following table presents our adjusted EBITDA (non-GAAP measure) and adjusted EBITDA margin (non-GAAP measure) results for the years ended
December 31, 2017, 2016 and 2015, as well as reconciles those metrics to net income, revenues, and net income margin, which are the most directly
comparable GAAP measures in, or calculated from, our consolidated income statements:
(in U.S. $000's)
Net income
Add: depreciation and amortization expenses
Less: interest income
Add: interest expense
Add: current income tax expense
Add: deferred income tax recovery
Pre-tax adjusting items:
Accelerated vesting of assumed options
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Impairment loss
Adjusted EBITDA (non-GAAP measure)
Revenues
Net income margin
Adjusted EBITDA margin (non-GAAP
measure)
Year ended December 31,
2017
75,306
52,694
(3,194)
38,291
19,356
(17,268)
4,752
9,063
3,613
-
-
8,911
191,524
610,517
$
$
2016
93,512
40,861
(1,863)
5,564
40,341
(3,359)
-
-
-
6,787
-
28,243
210,086
566,395
$
$
2015
138,575
42,032
(2,660)
4,962
42,420
(4,559)
-
-
-
-
(8,384)
-
212,386
515,875
$
$
Change
2017 over
2016
2016 over
2015
(19)%
29%
71%
588%
(52)%
414%
100%
100%
100%
(100)%
-
(68)%
(9)%
8%
(33)%
(3)%
(30)%
12%
(5)%
(26)%
-
-
-
100%
(100)%
100%
(1)%
10%
12.3%
31.4%
16.5%
37.1%
26.9%
-420 bps
-1040 bps
41.2%
-570 bps
-410 bps
The adjusting items for the year ended December 31, 2017 were:
(cid:120) $4.8 million ($4.8 million after tax, or $0.04 per diluted share) of stock option compensation expense related to the accelerated vesting of certain
IronPlanet stock options assumed as part of the Acquisition
(cid:120) $9.1 million ($6.6 million after tax, or $0.06 per diluted share) of acquisition and finance structure advisory costs
(cid:120) $3.6 million ($2.5 million after tax, or $0.02 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition
(cid:120) $8.9 million ($6.6 million after tax, or $0.06 per diluted share) impairment loss recognized on various technology assets
The adjusting items for the year ended December 31, 2016 were:
(cid:120) $6.8 million ($5.0 million after tax, or $0.05 per diluted share) charge related to the early termination of pre-existing debt
(cid:120) $28.2 million ($26.4 million after tax, or $0.25 per diluted share) impairment loss on the EquipmentOne reporting unit goodwill and customer relationships
The adjusting item for the year ended December 31, 2015 was an $8.4 million ($7.3 million after tax, or $0.07 per diluted share) gain on the sale of excess
property in Edmonton, Canada.
Ritchie Bros.
74
The following table presents our adjusted net debt/adjusted EBITDA (non-GAAP measures) results as at and for the years ended December 31, 2017, 2016,
and 2015, as well as reconciles that metric to debt, cash and cash equivalents, net income, and debt as a multiple of net income, which are the most directly
comparable GAAP measures in, or calculated from, our consolidated financial statements:
(in U.S. $ millions)
As at and for the year ended December 31,
Short-term debt
Long-term debt
Debt
Less: cash and cash equivalents
Less: long-term debt in escrow
Adjusted net debt (non-GAAP measure)
Net income
Add: depreciation and amortization expenses
Less: interest income
Add: interest expense
Add: current income tax expense
Less: deferred income tax recovery
Pre-tax adjusting items:
Accelerated vesting of assumed options
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Impairment loss
Adjusted EBITDA (non-GAAP measure)
Debt/net income
Adjusted net debt/adjusted EBITDA (non-GAAP
measure)
$
$
$
$
$
$
2017
7.0
812.9
819.9
(267.9)
-
552.0
75.3
52.7
(3.2)
38.3
19.4
(17.3)
4.8
9.1
3.6
-
-
8.9
191.5
10.9x
2.9x
$
$
$
2016
23.9
595.7
619.6
(207.9)
(495.8)
(84.1)
93.5
40.9
(1.9)
5.6
40.3
(3.4)
-
-
-
6.8
-
28.2
210.1
6.6x
-0.4x
2015
12.4
97.9
110.3
(210.1)
-
(99.8)
138.6
42.1
(2.7)
5.0
42.4
(4.6)
-
-
-
-
(8.4)
-
212.4
0.8x
-0.5x
Change
2017 over
2016
2016 over
2015
(71)%
36%
32%
29%
(100)%
756%
(19)%
29%
68%
584%
(52)%
409%
100%
100%
100%
(100)%
-
(68)%
(9)%
65%
825%
93%
508%
462%
(1)%
100%
(16)%
(33)%
(3)%
(30)%
12%
(5)%
(26)%
-
-
-
100%
(100)%
100%
(1)%
725%
(20)%
The adjusting items for the year ended December 31, 2017 were:
(cid:120) $4.8 million ($4.8 million after tax, or $0.04 per diluted share) of stock option compensation expense related to the accelerated vesting of certain
IronPlanet stock options assumed as part of the Acquisition
(cid:120) $9.1 million ($6.6 million after tax, or $0.06 per diluted share) of acquisition and finance structure advisory costs
(cid:120) $3.6 million ($2.5 million after tax, or $0.02 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition
(cid:120) $8.9 million ($6.6 million after tax, or $0.06 per diluted share) impairment loss recognized on various technology assets
The adjusting items for the year ended December 31, 2016 were:
(cid:120) $6.8 million ($5.0 million after tax, or $0.05 per diluted share) charge related to the early termination of pre-existing debt
Ritchie Bros.
75
(cid:120) $28.2 million ($26.4 million after tax, or $0.25 per diluted share) impairment loss on the EquipmentOne reporting unit goodwill and customer relationships
The adjusting item for the year ended December 31, 2015 was an $8.4 million ($7.3 million after tax, or $0.07 per diluted share) gain on the sale of excess
property in Edmonton, Canada.
The following table presents our OFCF (non-GAAP measure) results for the years ended December 31, 2017, 2016, and 2015, as well as reconciles that metric
to cash provided by operating activities and net capital spending, which are the most directly comparable GAAP measures in, or calculated from, our
consolidated statements of cash flows:
(in U.S. $ millions)
Cash provided by operating activities
Property, plant and equipment additions
Intangible asset additions
Proceeds on disposition of property
plant and equipment
Net capital spending
OFCF (non-GAAP measure)
Ritchie Bros.
Year ended December 31,
2017
146.3
10.8
28.6
-
(5.0)
34.4
111.9
$
$
$
2016
177.6
18.9
17.6
-
(6.7)
29.8
147.8
$
$
$
2015
196.5
22.1
8.8
(16.7)
14.2
182.3
$
$
$
Change
2017 over
2016
2016 over
2015
(18%)
(43%)
63%
(25%)
15%
(24%)
(10%)
(14%)
100%
(60%)
110%
(19%)
76
The following table presents our adjusted net income attributable to stockholders (non-GAAP measure) and adjusted dividend payout ratio (non-GAAP
measure) results for the years ended December 31, 2017, 2016, and 2015, as well as reconciles those metrics to dividends paid to stockholders, net income
attributable to stockholders, and dividend payout ratio, which are the most directly comparable GAAP measures in, or calculated from, our consolidated
financial statements:
Year ended December 31,
(in U.S. $ millions)
Dividends paid to stockholders
Net income attributable to stockholders
Pre-tax adjusting items:
Accelerated vesting of assumed options
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Impairment loss
Current income tax effect of adjusting items:
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Deferred income tax effect of adjusting items:
Impairment loss
Severance and retention
Current income tax adjusting item:
Change in uncertain tax provision
Deferred tax adjusting item:
Remeasurement of deferred taxes
Tax loss utilization
2017
72.8
75.0
$
$
$
$
4.8
9.1
3.6
-
-
8.9
(2.4)
(0.7)
-
-
(2.4)
(0.4)
2.3
2016
70.5
91.8
-
-
-
6.8
-
28.2
-
-
(1.8)
-
(1.8)
-
-
2015
64.3
136.2
$
$
-
-
-
-
(8.4)
-
-
-
-
1.1
-
-
-
(10.1)
-
87.7
$
-
-
123.3
$
-
(7.9)
121.1
Change
2017 over
2016
2016 over
2015
3%
(18%)
100%
100%
100%
(100%)
-
(68%)
100%
100%
(100%)
-
33%
100%
100%
100%
-
(29%)
10%
(33%)
-
-
-
100%
(100%)
100%
-
-
100%
(100%)
100%
-
-
-
(100%)
2%
Adjusted net income attributable to stockholders (non-GAAP measure) $
Dividend payout ratio
Adjusted dividend payout ratio (non-GAAP measure)
97.1%
83.0%
76.8%
57.2%
47.2%
53.1%
2030 bps
2580 bps
2960 bps
410 bps
The adjusting items for the year ended December 31, 2017 were:
(cid:120) $4.8 million ($4.8 million after tax, or $0.04 per diluted share) of stock option compensation expense related to the accelerated vesting of certain
IronPlanet stock options assumed as part of the Acquisition
(cid:120) $9.1 million ($6.6 million after tax, or $0.06 per diluted share) of acquisition and finance structure advisory costs,
(cid:120) $3.6 million ($2.5 million after tax, or $0.02 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition
(cid:120) $8.9 million ($6.6 million after tax, or $0.06 per diluted share) impairment loss recognized on various technology assets
Ritchie Bros.
77
(cid:120) $2.3 million (or $0.02 per diluted share) charge related to the change in uncertain tax provisions
(cid:120) $10.1 million (or $0.10 per diluted share) benefit on remeasurement of deferred taxes due to the TCJA
The adjusting items for the year ended December 31, 2016 were:
(cid:120) $6.8 million ($5.0 million after tax, or $0.05 per diluted share) charge related to the early termination of pre-existing debt
(cid:120) $28.2 million ($26.4 million after tax, or $0.25 per diluted share) impairment loss on EquipmentOne reporting unit goodwill and customer relationships
The adjusting items for the year ended December 31, 2015 were:
(cid:120) $8.4 million ($7.3 million before tax, or $0.07 per diluted share) gain on the sale of excess property in Edmonton, Canada
(cid:120) $7.9 million before tax (or $0.07 per diluted share) of tax savings generated by tax loss utilization
The following table presents our ROIC excluding escrowed debt (non-GAAP measure) results as at and for the years ended December 31, 2017, 2016, and
2015, as well as reconciles that metric to net income attributable to stockholders, long-term debt, stockholders’ equity, and return on average invested capital,
which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements:
Ritchie Bros.
78
As at and for the year ended December 31,
2017
75.0
$
2016
91.8
$
2015
136.2
$
Change
2017 over
2016
2016 over
2015
(18)%
(33)%
(in U.S. $ millions)
Net income attributable to stockholders
Pre-tax adjusting items:
Accelerated vesting of assumed options
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Impairment loss
Current income tax effect of adjusting items:
Acquisition and finance structure advisory
Severance and retention
Debt extinguishment costs
Gain on sale of excess property
Deferred income tax effect of adjusting items:
Impairment loss
Severance and retention
Current income tax adjusting item:
Change in uncertain tax provision
Deferred tax adjusting item:
Remeasurement of deferred taxes
Tax loss utilization
Adjusted net income attributable to stockholders (non-GAAP measure)
Opening long-term debt
Ending long-term debt
Less: long-term debt in escrow
Adjusted ending long-term debt (non-GAAP measure)
Average long-term debt
Adjusted average long-term debt (non-GAAP measure)
Opening stockholders' equity
Ending stockholders' equity
Average stockholders' equity
4.8
9.1
3.6
-
-
8.9
(2.4)
(0.7)
-
-
(2.4)
(0.4)
2.3
(10.1)
-
87.7
595.7
812.9
-
812.9
704.3
704.3
687.1
739.7
713.4
$
$
$
$
-
-
-
6.8
-
28.2
-
-
(1.8)
-
(1.8)
-
-
-
-
123.3
97.9
595.7
(495.8)
99.9
346.8
98.9
703.2
687.1
695.2
$
$
$
$
-
-
-
-
(8.4)
-
-
-
-
1.1
-
-
-
-
(7.9)
121.1
110.8
97.9
-
97.9
104.4
104.4
691.9
703.2
697.6
$
$
$
$
100%
100%
100%
(100)%
-
(68)%
100%
100%
(100)%
-
33%
100%
100%
100%
-
(29)%
508%
36%
(100)%
714%
103%
612%
(2)%
8%
3%
36%
79%
-
-
-
100%
(100)%
100%
-
-
100%
(100)%
100%
-
-
-
(100)%
2%
(12)%
508%
100%
2%
232%
(5)%
2%
(2)%
-
30%
(1)%
Average invested capital
$
1,417.7
$
1,042.0
$
802.0
Adjusted average invested capital (non-GAAP measure)
1,417.7
794.1
802.0
Return on average invested capital(1)
ROIC excluding escrowed debt (non-GAAP measure)(2)
5.3%
6.2%
8.8%
17.0%
-350 bps
-820 bps
15.5%
15.1%
-930 bps
40 bps
Ritchie Bros.
79
(1) Calculated as net income attributable to stockholders divided by average invested capital.
(2) Calculated as adjusted net income attributable to stockholders (non-GAAP measure) divided by adjusted average invested capital (non-GAAP measure).
The adjusting items for the year ended December 31, 2017 were:
(cid:120) $4.8 million ($4.8 million after tax, or $0.04 per diluted share) of stock option compensation expense related to the accelerated vesting of certain
IronPlanet stock options assumed as part of the Acquisition
(cid:120) $9.1 million ($6.6 million after tax, or $0.06 per diluted share) of acquisition and finance structure advisory costs,
(cid:120) $3.6 million ($2.5 million after tax, or $0.02 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition
(cid:120) $8.9 million ($6.6 million after tax, or $0.06 per diluted share) impairment loss recognized on various technology assets
(cid:120) $2.3 million (or $0.02 per diluted share) charge related to the change in uncertain tax provisions
(cid:120) $10.1 million (or $0.10 per diluted share) benefit on remeasurement of deferred taxes due to the TCJA.
The adjusting items for the year ended December 31, 2016 were:
(cid:120) $6.8 million ($5.0 million after tax, or $0.05 per diluted share) charge related to the early termination of pre-existing debt
(cid:120) $28.2 million ($26.4 million after tax, or $0.25 per diluted share) impairment loss on EquipmentOne reporting unit goodwill and customer relationships
The adjusting items for the year ended December 31, 2015 were:
(cid:120) $8.4 million ($7.3 million before tax, or $0.07 per diluted share) gain on the sale of excess property in Edmonton, Canada
(cid:120) $7.9 million before tax (or $0.07 per diluted share) of tax savings generated by tax loss utilization
Ritchie Bros.
80
ITEM 7A:
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Rate Risk
We conduct operations in local currencies in countries around the world, but we use the U.S. dollar as our presentation currency. As a result, we are exposed
to currency fluctuations and exchange rate risk. We cannot accurately predict the future effects of foreign currency fluctuations on our financial condition or
results of operations, or quantify their effects on the macroeconomic environment. The proportion of revenues denominated in currencies other than the U.S.
dollar in a given period will differ from the annual proportion for the year ended December 31, 2017, which was 44%, depending on the size and location of
auctions held during the period. On annual basis, we expect fluctuations in revenues and operating expenses to largely offset and generally act as a natural
hedge against exposure to fluctuations in the value of the U.S. dollar. As part of our debt management strategies, we continue to monitor our exposure to
interest rate risk, and while we have not entered in to interest rate swaps to fix the interest rate on our variable rate debt, we may consider hedging specific
borrowings if we deem it appropriate in the future.
During 2017, we recorded a net increase in our foreign currency translation adjustment balance of $24.7 million, compared to a net decrease of $9.8 million in
2016 and $40.8 million in 2015. Our foreign currency translation adjustment arises from the translation of our net assets denominated in currencies other than
the U.S. dollar to the U.S. dollar for reporting purposes. Based on our exposures to foreign currency transactions as at December 31, 2017, and assuming all
other variables remain constant, a 10% appreciation or depreciation of the Canadian dollar and Euro against the U.S. dollar would result in an
increase/decrease of approximately $43.6 million in our consolidated comprehensive income, of which $41.5 million relates to our foreign currency
translation adjustment and $2.1 million to our net income.
Interest Rate Risk
At December 31, 2017, our short-term debt and the remainder of our long-term debt consisted of loans under the Multicurrency Facilities and foreign credit
facilities, which usually mature one to three months from inception. Those loans bear interest, at our option, at a rate equal to either a base rate (or Canadian
prime rate for certain Canadian dollar borrowings) or LIBOR (or such floating rate customarily used by BofA for currencies other than U.S. dollars). In either
case, an applicable margin is added to the rate. As at December 31, 2017, we had a total of $332.6 million in loans (short-term and those refinanced on a long-
term basis) bearing floating rates of interest, as compared to $123.8 million at December 31, 2016. Based on the amount owing as of December 31, 2017, and
assuming all other variables remain constant, a change in the U.S. prime rate by 100 bps would result in an increase/decrease of approximately $2.7 million in
the pre-tax interest we accrue per annum.
Our exposure to interest rate risk increased at December 31, 2017 compared to December 31, 2016, primarily due to the delayed draw term loans borrowed in
the second quarter of 2017. The Notes, which represent 60% of our long-term debt, bear interest at a fixed rate of 5.375% per annum. The proportion of fixed-
to-floating interest rates is expected to increase as we make the required principal repayments on our delayed draw term loans and execute on our debt
management strategies. As part of our debt management strategies, we continue to monitor our exposure to interest rate risk, and while we have not adopted a
long-term hedging strategy to protect against interest rate fluctuations associated with our variable rate debt, we may consider hedging specific borrowings if
we deem it appropriate in the future.
Inflation
Although we cannot accurately anticipate the future effect of inflation on our financial condition or results of operations, inflation historically has not had a
material impact on our operations.
ITEM 8:
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and supplementary data should be read in conjunction with “Part II, Item 6: Selected Financial Data” of this Annual Report
on Form 10-K.
Ritchie Bros.
81
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Ritchie Bros. Auctioneers Incorporated
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Ritchie Bros. Auctioneers Incorporated (the “Company“) as of December 31, 2017 and
2016, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period
ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial
statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2017 and 2016, and the results of its
consolidated operations and its consolidated cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with US
generally accepted accounting principles.
Report on Internal Control over Financial Reporting
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s
internal control over financial reporting as of December 31, 2017, based on the criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 26, 2018 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s
consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing
procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young LLP
Chartered Professional Accountants
We have served as the Company‘s auditor since 2013.
Vancouver, Canada
February 26, 2018
82
Consolidated Income Statements
(Expressed in thousands of United States dollars, except share and per share data)
Year ended December 31,
Revenues (note 5)
Costs of services, excluding depreciation and amortization (note 6)
Selling, general and administrative expenses (note 6)
Acquisition-related costs (note 6)
Depreciation and amortization expenses (note 6)
Gain on disposition of property, plant and equipment
Impairment loss (note 7)
Foreign exchange loss (gain)
Operating income
Other income (expense):
Interest income
Interest expense
Debt extinguishment costs
Equity income (loss) (note 22)
Other, net
Income before income taxes
Income tax expense (recovery) (note 8):
Current
Deferred
Net income
Net income attributable to:
Stockholders
Non-controlling interests
Earnings per share attributable to stockholders (note 10):
Basic
Diluted
Weighted average number of shares
outstanding (note 10):
Basic
Diluted
See accompanying notes to the consolidated financial statements.
2017
610,517
79,013
531,504
323,270
38,272
52,694
(1,656)
8,911
2,559
107,454
3,194
(38,291)
-
(26)
5,063
(30,060)
77,394
19,356
(17,268)
2,088
75,306
75,027
279
75,306
0.70
0.69
$
$
$
$
$
$
2016
566,395
66,062
500,333
283,529
11,829
40,861
(1,282)
28,243
1,431
135,722
1,863
(5,564)
(6,787)
1,028
4,232
(5,228)
130,494
40,341
(3,359)
36,982
93,512
91,832
1,680
93,512
0.86
0.85
$
$
$
$
$
$
2015
515,875
56,026
459,849
254,389
601
42,032
(9,691)
-
(2,322)
174,840
2,660
(4,962)
-
916
2,982
1,596
176,436
42,420
(4,559)
37,861
138,575
136,214
2,361
138,575
1.27
1.27
$
$
$
$
$
$
107,044,348
108,113,151
106,630,323
107,457,794
107,075,845
107,432,474
Ritchie Bros.
83
Consolidated Statements of Comprehensive Income
(Expressed in thousands of United States dollars)
Year ended December 31,
Net income
Other comprehensive income (loss), net of income tax:
Foreign currency translation adjustment
Total comprehensive income
Total comprehensive income attributable to:
Stockholders
Non-controlling interests
See accompanying notes to the consolidated financial statements.
$
$
$
2017
75,306
$
2016
93,512
$
2015
138,575
24,670
(9,847)
(40,776)
99,976
$
83,665
$
97,799
99,639
337
99,976
$
81,839
1,826
83,665
$
95,831
1,968
97,799
Ritchie Bros.
84
Consolidated Balance Sheets
(Expressed in thousands of United States dollars, except share data)
December 31,
Assets
Current assets:
Cash and cash equivalents
Restricted cash (note 11)
Trade and other receivables (note 13)
Inventory (note 14)
Advances against auction contracts (note 15)
Prepaid expenses and deposits (note 16)
Assets held for sale (note 17)
Income taxes receivable
Property, plant and equipment (note 18)
Equity-accounted investments (note 22)
Restricted cash (note 11)
Other non-current assets (note 19)
Intangible assets (note 20)
Goodwill (note 21)
Deferred tax assets (note 8)
Liabilities and Equity
Current liabilities:
Auction proceeds payable
Trade and other payables (note 23)
Income taxes payable
Short-term debt (note 25)
Current portion of long-term debt (note 25)
Long-term debt (note 25)
Other non-current liabilities (note 26)
Deferred tax liabilities (note 8)
Contingencies (note 30)
Contingently redeemable performance share units (note 28)
Stockholders' equity (note 27):
Share capital:
Common stock; no par value, unlimited shares authorized, issued and outstanding shares: 107,269,783
(December 31, 2016: 106,822,001)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Stockholders' equity
Non-controlling interest
See accompanying notes to the consolidated financial statements.
Ritchie Bros.
2017
2016
$
$
$
$
267,910
63,206
92,105
38,238
7,336
19,690
584
19,418
508,487
526,581
7,408
-
24,146
261,094
670,922
18,674
2,017,312
199,245
164,553
732
7,018
16,907
388,455
795,985
46,773
32,334
1,263,547
9,014
138,582
41,005
602,609
(42,514)
739,682
5,069
744,751
2,017,312
$
$
$
$
207,867
50,222
52,979
28,491
5,621
19,005
632
13,181
377,998
515,030
7,326
500,000
20,244
72,304
97,537
9,094
1,599,533
98,873
124,694
5,355
23,912
-
252,834
595,706
38,088
17,125
903,753
3,950
125,474
27,638
601,071
(67,126)
687,057
4,773
691,830
1,599,533
85
Common stock
Consolidated Statements of Changes in Equity
(Expressed in thousands of United States dollars, except where noted)
Balance, December 31, 2014
Net income
Other comprehensive loss
Change in value of contingently redeemable non-controlling interest
Stock option exercises
Stock option tax adjustment
Stock option compensation expense (note 28)
NCI acquired in a business combination (note 32)
Shares repurchased (note 27)
Cash dividends paid (note 27)
Balance, December 31, 2015
Net income
Other comprehensive income (loss)
Change in value of contingently redeemable NCI
Stock option exercises
Stock option tax adjustment
Stock option compensation expense (note 28)
Modification of PSUs (note 28)
Equity-classified PSU expense (note 28)
Equity-classified PSU dividend equivalents
Change in value of contingently redeemable equity-classified PSUs
NCI acquired in a business combination (note 32)
Acquisition of NCI
Shares repurchased (note 27)
Cash dividends paid (note 27)
Balance, December 31, 2016
Net income
Other comprehensive income
Stock option exercises
Stock option compensation expense (note 28)
Assumption of stock options on acquisition of IronPlanet (note 32)
Settlement of equity-classified PSUs
Modification of PSUs (note 28)
Equity-classified PSU expense (note 28)
Equity-classified PSU dividend equivalents
Change in value of contingently redeemable equity-classified PSUs
Cash dividends paid (note 27)
Balance, December 31, 2017
Number of
shares
107,687,935
-
-
-
-
1,412,535
-
-
-
(1,900,000)
-
107,200,470
-
-
-
-
1,081,531
-
-
-
-
-
-
-
-
(1,460,000)
-
106,822,001
-
-
-
444,571
-
-
3,211
-
-
-
-
-
107,269,783
See accompanying notes to the consolidated financial statements.
Ritchie Bros.
$
(57,133) $
$
$
("APIC")
Attributable to stockholders
Additional
paid-In
capital Retained
earnings
31,314 $536,111
136,214
-
136,214
(6,934)
-
-
-
-
-
(64,340)
27,728 $601,051
-
-
-
-
(7,946)
359
4,001
-
-
-
Amount
$141,257
-
-
-
-
37,762
-
-
-
(47,489)
-
$131,530
$
Accumulated
other
comprehensive
income (loss)
(16,750) $
Non-
controlling
interest
("NCI")
-
64
-
64
-
-
-
-
4,119
-
-
4,183
-
(40,383)
(40,383)
-
-
-
-
-
-
-
-
-
-
30,670
-
-
-
-
-
-
-
-
(36,726)
-
$125,474
-
-
-
13,017
-
-
91
-
-
-
-
-
$138,582
$
$
-
-
-
-
(6,332)
443
5,507
-
283
9
-
-
-
-
-
91,832
-
91,832
(21,186)
-
-
-
(70)
-
(62)
(35)
-
-
-
(70,459)
27,638 $601,071
-
-
-
(3,081)
13,700
2,330
75,027
-
75,027
-
-
-
-
340
78
-
-
(382)
-
(227)
(95)
(72,785)
41,005 $602,609
-
(9,993)
(9,993)
-
-
-
-
-
-
-
-
-
-
-
-
$
(67,126) $
-
24,612
24,612
-
-
-
-
-
-
-
-
$
(42,514) $
346
(23)
323
-
-
-
-
-
-
-
-
596
(226)
-
(103)
4,773
279
58
337
-
-
-
-
-
-
-
(41)
5,069
Total
equity
691,932
136,278
(40,383)
95,895
(6,934)
29,816
359
4,001
4,119
(47,489)
(64,340)
$707,359
92,178
(10,016)
82,162
(21,186)
24,338
443
5,507
(70)
283
(53)
(35)
596
(226)
(36,726)
(70,562)
$691,830
75,306
24,670
99,976
9,936
13,700
2,330
91
(382)
340
(149)
(95)
(72,826)
$744,751
Non-
controlling
interest
("NCI")
17,287 $
$
Contingently
redeemable
performance
share units
("PSUs")
-
-
-
-
-
-
-
-
-
-
-
-
2,297
(393)
1,904
6,934
-
-
-
-
-
(1,340)
24,785 $
1,334
169
1,503
21,186
-
-
-
-
-
-
-
-
(44,141)
-
(3,333)
$
- $
-
-
-
-
-
-
-
-
-
-
- $
$
-
-
-
-
-
-
-
2,175
1,698
42
35
-
-
-
-
3,950
-
-
-
-
-
-
(172)
1,803
3,189
149
95
-
9,014
86
Consolidated Statements of Cash Flows
(Expressed in thousands of United States dollars)
Year ended December 31,
Cash provided by (used in):
Operating activities:
Net income
Adjustments for items not affecting cash:
Depreciation and amortization expenses (note 6)
Impairment loss (note 7)
Stock option compensation expense (note 28)
Equity-classified PSU expense (note 28)
Inventory write down (note 14)
Deferred income tax recovery
Equity loss (income) less dividends received
Unrealized foreign exchange loss
Change in fair value of contingent consideration
Gain on disposition of property, plant and equipment
Amortization of debt issuance costs
Other, net
Net changes in operating assets and liabilities (note 11)
Net cash provided by operating activities
Investing activities:
Acquisition of IronPlanet, net of cash acquired (note 32)
Acquisition of Mascus, net of cash acquired (note 32)
Acquisition of Xcira, net of cash acquired
Acquisition of Petrowsky (note 32)
Acquisition of contingently redeemable NCI (note 9)
Acquisition of NCI (note 32)
Acquisition of Kramer (note 32)
Acquisition of equity investments
Property, plant and equipment additions
Intangible asset additions
Proceeds on disposition of property, plant and equipment
Other, net
Net cash used in investing activities
Financing activities:
Dividends paid to stockholders (note 27)
Dividends paid to NCI
Issuances of share capital
Share repurchase (note 27)
Proceeds from short-term debt
Repayment of short-term debt
Proceeds from long-term debt
Repayment of long-term debt
Debt issue costs (note 25)
Debt extinguishment costs
Repayment of finance lease obligations
Other, net
Net cash provided by (used in) financing activities
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash
Increase (decrease)
Beginning of period
Cash, cash equivalents, and restricted cash, end of period (note 11)
$
See accompanying notes to the consolidated financial statements.
Ritchie Bros.
2017
2016
2015
$
75,306
$
93,512
$
138,575
52,694
8,911
13,700
3,529
834
(17,268)
26
254
(2,446)
(1,656)
3,056
349
8,977
146,266
(675,851)
-
-
-
-
-
-
-
(10,812)
(28,584)
4,985
(692)
(710,954)
(72,785)
(41)
9,936
-
6,971
(24,479)
325,000
(108,985)
(12,624)
-
(2,322)
(106)
120,565
17,150
(426,973)
758,089
331,116
$
40,861
28,243
5,507
1,981
3,084
(3,359)
(1,028)
1,947
(2,044)
(1,282)
359
(905)
10,682
177,558
-
(28,123)
-
(6,250)
(41,092)
(226)
(11,138)
-
(18,918)
(17,558)
6,691
(248)
(116,862)
(70,459)
(3,436)
24,338
(36,726)
67,584
(57,516)
647,091
(148,158)
(10,644)
(6,787)
(1,655)
511
404,143
4
464,843
293,246
758,089
$
42,032
-
4,001
-
480
(4,559)
(916)
1,403
-
(9,691)
-
-
25,134
196,459
-
-
(12,107)
-
-
-
-
(3,000)
(22,055)
(8,764)
16,667
(89)
(29,348)
(64,340)
(1,340)
29,816
(47,489)
11,223
(6,558)
-
-
-
-
(2,073)
72
(80,689)
(26,265)
60,157
233,089
293,246
87
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
1. General information
Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”) provide global asset management and disposition
services, offering customers end-to-end solutions for buying and selling used industrial equipment and other durable assets through its unreserved live on site
auctions, online marketplaces, listing services, and private brokerage services. Ritchie Bros. Auctioneers Incorporated is a company incorporated in Canada
under the Canada Business Corporations Act, whose shares are publicly traded on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange
(“NYSE”).
2. Significant accounting policies
(a) Basis of preparation
These financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and the following
accounting policies have been consistently applied in the preparation of the consolidated financial statements. Previously, the Company prepared its
consolidated financial statements under International Financial Reporting Standards (“IFRS”) as permitted by securities regulators in Canada, as well as in the
United States under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission (“SEC”). At the end of the
second quarter of 2015, the Company determined that it no longer qualified as a Foreign Private Issuer under the SEC rules. As a result, beginning January 1,
2016 the Company is required to report with the SEC on domestic forms and comply with domestic company rules in the United States. The transition to US
GAAP was made retrospectively for all periods from the Company’s inception.
(b) Basis of consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned and non-wholly owned subsidiaries in which the Company
has a controlling financial interest either through voting rights or means other than voting rights. All inter-company transactions and balances have been
eliminated on consolidation. Where the Company’s ownership interest in a consolidated subsidiary is less than 100%, the non-controlling interests’ share of
these non-wholly owned subsidiaries is reported in the Company’s consolidated balance sheets as a separate component of equity or within temporary equity.
The non-controlling interests’ share of the net income of these non-wholly owned subsidiaries is reported in the Company’s consolidated income statements as
a deduction from the Company’s net earnings to arrive at net income attributable to stockholders of the Company.
The Company consolidates variable interest entities (“VIEs”) if the Company has (a) the power to direct matters that most significantly impact the VIEs
economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For
VIEs where the Company has shared power with unrelated parties, the Company uses the equity method of accounting to report their results. The
determination of the primary beneficiary involves judgment.
(c) Revenue recognition
Revenues are comprised of:
(cid:120)
(cid:120)
commissions earned through the Company acting as an agent for consignors of equipment and other assets, at the Company’s live on site auctions and
online marketplace sales, and
fees earned in the process of conducting auctions and online marketplace sales, including online marketplace listing and inspection fees, fees from value-
added services and make-ready activities, as well as fees paid by buyers on online marketplace sales.
Ritchie Bros.
88
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(c) Revenue recognition (continued)
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed
or determinable, and collectability is reasonably assured. For live on site auctions or online marketplace sales, revenue is recognized when the auction or
online marketplace sale is complete and the Company has determined that the sale proceeds are collectible. Revenue is measured at the fair value of the
consideration received or receivable and is shown net of value-added tax and duties.
Commissions from sales at the Company’s auctions and online marketplace sales represent the percentage earned by the Company on the gross sale proceeds
from equipment and other assets sold. The majority of the Company’s commissions are earned as a pre-negotiated fixed rate of the gross selling price. Other
commissions from sales are earned from underwritten commission contracts, when the Company guarantees a certain level of proceeds to a consignor or
purchases inventory to be sold.
Commission and fee revenues from sales at live on site auctions
The Company accepts equipment and other assets on consignment or takes title for a short period of time prior to auction, stimulates buyer interest through
professional marketing techniques, and matches sellers (also known as consignors) to buyers through the auction or private sale process.
In its role as auctioneer, the Company matches buyers to sellers of equipment on consignment, as well as to inventory held by the Company, through the
auction process. Following the auction, the Company invoices the buyer for the purchase price of the property, collects payment from the buyer, and where
applicable, remits to the consignor the net sale proceeds after deducting its commissions, expenses, and applicable taxes. Commissions are calculated as a
percentage of the hammer price of the property sold at auction. Fees earned in the process of conducting the Company’s auctions include administrative,
documentation, and advertising fees.
On the fall of the auctioneer’s hammer, the highest bidder becomes legally obligated to pay the full purchase price, which is the hammer price of the property
purchased and the seller is legally obligated to relinquish the property in exchange for the hammer price less any seller’s commissions. Commission and fee
revenue is recognized on the date of the auction sale upon the fall of the auctioneer’s hammer, which is the point in time when the Company has substantially
accomplished what it must do to be entitled to the benefits represented by the revenues. Subsequent to the date of the auction sale, the Company’s remaining
obligations for its auction services relate only to the collection of the purchase price from the buyer and the remittance of the net sale proceeds to the seller.
These remaining service obligations are not an essential part of the auction services provided by the Company.
Under the standard terms and conditions of its auction sales, the Company is not obligated to pay a consignor for property that has not been paid for by the
buyer, provided the property has not been released to the buyer. In the rare event where a buyer refuses to take title of the property, the sale is cancelled in the
period in which the determination is made, and the property is returned to the consignor or placed in a later auction. Historically, cancelled sales have not been
material in relation to the aggregate hammer price of property sold at auction.
Commission revenues are recorded net of commissions owed to third parties, which are principally the result of situations when the commission is shared with
a consignor or with the counterparty in an auction guarantee risk and reward sharing arrangement. Additionally, in certain situations, commissions are shared
with third parties who introduce the Company to consignors who sell property at auction.
Ritchie Bros.
89
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(c) Revenue recognition (continued)
Underwritten commission contracts can take the form of guarantee or inventory contracts. Guarantee contracts typically include a pre-negotiated percentage of
the guaranteed gross proceeds plus a percentage of proceeds in excess of the guaranteed amount. If actual auction proceeds are less than the guaranteed
amount, commission is reduced; if proceeds are sufficiently lower, the Company can incur a loss on the sale. Losses, if any, resulting from guarantee contracts
are recorded in the period in which the relevant auction is completed. If a loss relating to a guarantee contract held at the period end to be sold after the period
end is known or is probable and estimable at the financial statement reporting date, the loss is accrued in the financial statements for that period. The
Company’s exposure from these guarantee contracts fluctuates over time (note 30).
Revenues related to inventory contracts are recognized in the period in which the sale is completed, title to the property passes to the purchaser and the
Company has fulfilled any other obligations that may be relevant to the transaction, including, but not limited to, delivery of the property. Revenue from
inventory sales is presented net of costs within revenues on the consolidated income statement, as the Company takes title only for a short period of time and
the risks and rewards of ownership are not substantially different than the Company’s other underwritten commission contracts.
Commissions and fees on online marketplace sales
Through its online marketplaces, the Company typically sells equipment or other assets on consignment from sellers and stimulates buyer interest through
sales and marketing techniques in order to match online marketplace sellers with buyers. Prior to offering an item for sale on its online marketplaces, the
Company performs required inspections, title and lien searches, and make-ready activities to prepare the item for sale.
Online marketplace revenues are primarily driven by seller commissions, fees charged to sellers for listing and inspecting equipment, and amounts paid by
buyers, including buyer transaction fees and buyer’s premiums. Online marketplace sale commission and fee revenues are recognized when the sale is
complete, which is generally at the conclusion of the marketplace transaction between the seller and buyer. This occurs when a buyer has become legally
obligated to pay the purchase price and buyer transaction fee for an asset that the seller is obligated to relinquish in exchange for the sales price less seller
commissions and listing fees. At that time, the Company has substantially performed what it must do to be entitled to receive the benefits represented by its
commissions and fees.
Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and the buyer transaction fee or buyer’s premium,
collects payment from the buyer, and remits the proceeds – net of the seller commissions, listing fees, and applicable taxes – to the seller. The Company
notifies the seller when the buyer payment has been received in order to clear release of the equipment or other asset to the seller. These remaining service
obligations are not viewed to be an essential part of the services provided by the Company.
Under the Company’s standard terms and conditions, it is not obligated to pay the seller for items in an online marketplace sale in which the buyer has not
paid for the purchased item. If the buyer defaults on its payment obligation, the equipment or other assets may be returned to the seller or moved into a
subsequent online marketplace event.
Ritchie Bros.
90
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(c) Revenue recognition (continued)
Online marketplace commission revenue is reduced by a provision for disputes, which is an estimate of disputed items that are expected to be settled at a cost
to the Company. This provision is related to settlement of discrepancies under the Company’s equipment condition certification program. The equipment
condition certification refers to a written inspection report provided to potential buyers that reflects the condition of a specific piece of equipment offered for
sale, and includes ratings, comments, and photographs of the equipment following inspection by one of the Company’s equipment inspectors.
The equipment condition certification provides that a buyer may file a written dispute claim during an eligible dispute period for consideration and resolution
at the sole determination of the Company if the purchased equipment is not substantially in the condition represented in the inspection report. Typically
disputes under the equipment condition certification program are settled with minor repairs or additional services, such as washing or detailing the item; the
estimated costs of such items or services are included in the provision for disputes.
For guarantee contracts, if actual online marketplace sale proceeds are less than the guaranteed amount, the commission earned is reduced; if proceeds are
sufficiently lower, the Company may incur a loss on the sale. If such consigned equipment sells above the minimum price, the Company may be entitled to a
share of the excess proceeds as negotiated with the seller. The Company’s share of the excess, if any, is recorded in revenue together with the related online
marketplace sale commission. Losses, if any, resulting from guarantee contracts are recorded in revenue in the period in which the relevant online marketplace
sale was completed. If a loss relating to a guarantee contract held at the period end to be sold after the period end is known or is probable and estimable at the
financial statement reporting date, the loss is accrued in the financial statements for that period. The Company’s exposure from these guarantee contracts
fluctuates over time (note 30).
For inventory contracts related to online marketplace sales, revenue from the sale of inventory through the Company’s online marketplaces are recorded net of
acquisition costs because the acquisition of equipment in advance of an online marketplace sale is an ancillary component of the Company’s business and, in
general, the risks and rewards of ownership are not substantially different than the Company’s other guarantee contracts. Since the online marketplace sale
business is a net business, gross sale proceeds are not reported as revenue in the consolidated income statement. Rather, the net commission earned from
online marketplace sales is reported as revenue, which reflects the Company’s agency relationship between buyers and sellers of equipment.
Other fees
Fees from other services include financing, appraisal, and technology service fees and fees related to online marketplaces sales. The Company’s revenue from
online marketplace services includes fees charged to sellers for listing and inspecting equipment, and amounts paid by buyers, including buyer transaction fees
and buyer’s premiums, fees for make-ready activities, logistics coordination, storage, private auction hosting, and asset appraisals. Fees are recognized in the
period in which the service is provided to the customer.
(d) Costs of services, excluding depreciation and amortization expenses
Costs of services are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenues, and
earning other fee revenues. Direct expenses include direct labour, buildings and facilities charges, and travel, advertising and promotion costs.
Costs of services incurred to earn online marketplace revenues include inspection costs, facilities costs, inventory management, referral, sampling, and
appraisal fees. Inspections are generally performed at the seller’s physical location.
Ritchie Bros.
91
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(d) Costs of services, excluding depreciation and amortization expenses (continued)
The cost of inspections include payroll costs and related benefits for the Company’s employees that perform and manage field inspection services, the related
inspection report preparation and quality assurance costs, fees paid to contractors who perform field inspections, related travel and incidental costs for the
Company’s inspection service organization, and office and occupancy costs for its inspection services personnel. Costs of earning online marketplace
revenues also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions, and lease and
operations costs related to the Company’s third-party data centers at which its websites are hosted. Costs of
services incurred in earning other fee revenues include direct labour (including commissions on sales), software maintenance fees, and materials. Costs of
services exclude depreciation and amortization expenses.
(e) Share-based payments
The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related
arrangement.
Equity-classified share-based payments
The Company has three stock option compensation plans that provide for the award of stock options to selected employees, directors, and officers of the
Company. The cost of options granted is measured at the fair value of the underlying option at the grant date using the Black-Scholes option pricing model.
The Company also has a senior executive PSU plan that provides for the award of PSUs to selected senior executives of the Company. The Company has the
option to settle certain share unit awards in cash or shares, and expects to settle them in shares. The cost of PSUs granted is measured at the fair value of the
underlying PSUs at the grant date using a binomial model.
This fair value of awards expected to vest under these plans is expensed over the respective remaining service period of the individual awards, on an
accelerated recognition basis, with the corresponding increase to APIC recorded in equity. At the end of each reporting period, the Company revises its
estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in earnings, such that
the consolidated expense reflects the revised estimate, with a corresponding adjustment to equity.
Any consideration paid on exercise of the stock options is credited to the common shares. Dividend equivalents on the equity-classified PSUs are recognized
as a reduction to retained earnings over the service period.
PSUs awarded under the senior executive and employee PSU plans (described in note 28) are contingently redeemable in cash in the event of death of the
participant. The contingently redeemable portion of the senior executive PSU awards, which represents the amount that would be redeemable based on the
conditions at the date of grant, to the extent attributable to prior service, is recognized as temporary equity. The balance reported in temporary equity increases
on the same basis as the related compensation expense over the service period of the award, with any excess of the temporary equity value over the amount
recognized in compensation expense charged against retained earnings. In the event it becomes probable an award is going to become eligible for redemption
in cash by the holder, the award would be reclassified to a liability award.
Liability-classified share-based payments
The Company maintains other share unit compensation plans that vest over a period of up to five years after grant. Under those plans, the Company is either
required or expects to settle vested awards on a cash basis or by providing cash to acquire shares on the open market on the employee’s behalf, where the
settlement amount is determined using the volume weighted average price of the Company’s common shares for the twenty days prior to the vesting date or,
in the case of deferred share unit (“DSU”) recipients, following cessation of service on the Board of Directors.
Ritchie Bros.
92
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(e) Share-based payments (continued)
These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and
including the settlement date. The determination of the fair value of the share units under these plans is described in note 28. The fair value of the awards is
expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are
recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest.
The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a
corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade
and other payables while settlements due beyond 12 months of the reporting date are presented in other non-current liabilities.
(f) Fair value measurement
Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The Company measures financial instruments or discloses select non-financial assets at fair value at each balance sheet date. Also, fair
values of financial instruments measured at amortized cost are disclosed in note 12.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing
the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements at fair value are categorized within a fair value hierarchy, as
disclosed in note 12, based on the lowest level input that is significant to the fair value measurement or disclosure. This fair value hierarchy gives the highest
priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have
occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.
For the purposes of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of
the assets or liability and the level of the fair value hierarchy as explained above.
(g) Foreign currency translation
The parent entity‘s presentation and functional currency is the United States dollar. The functional currency for each of the parent entity‘s subsidiaries is the
currency of the primary economic environment in which the entity operates, which is usually the currency of the country of residency.
Accordingly, the financial statements of the Company‘s subsidiaries that are not denominated in United States dollars have been translated into United States
dollars using the exchange rate at the end of each reporting period for asset and liability amounts and the monthly average exchange rate for amounts included
in the determination of earnings. Any gains or losses from the translation of asset and liability amounts are included in foreign currency translation adjustment
in accumulated other comprehensive income.
Ritchie Bros.
93
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(g) Foreign currency translation (continued)
In preparing the financial statements of the individual subsidiaries, transactions in currencies other than the entity‘s functional currency are recognized at the
rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in foreign
currencies are retranslated at the rates prevailing at that date. Foreign currency differences arising on retranslation of monetary items are recognized in
earnings. Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of $18,129,000
for 2017 (2016: $1,967,000; 2015: $19,636,000).
(h) Cash and cash equivalents
Cash and cash equivalents is comprised of cash on hand, deposits with financial institutions, and other short-term, highly liquid investments with original
maturity of three months or less when acquired, that are readily convertible to known amounts of cash.
(i) Restricted cash
In certain jurisdictions, local laws require the Company to hold cash in segregated bank accounts, which are used to settle auction proceeds payable resulting
from live on site auctions and online marketplace sales conducted in those regions. In addition, the Company also holds cash generated from its
EquipmentOne online marketplace sales in separate escrow accounts, for settlement of the respective online marketplace transactions as a part of its secured
escrow service. Restricted cash balances also include funds held in accounts owned by the Company in support of short-term stand-by letters of credit to
provide seller security.
During the period from December 21, 2016 through May 31, 2017, non-current restricted cash consisted of funds held in escrow pursuant to the offering of
senior unsecured notes (note 25), which were only available when the Company received approval to acquire IronPlanet Holdings, Inc. (“IronPlanet”) and
whose use was restricted to the funding of the IronPlanet acquisition (note 32).
(j) Trade and other receivables
Trade receivables principally include amounts due from customers as a result of live on site auction and online marketplace transactions. The recorded amount
reflects the purchase price of the item sold, including the Company’s commission. The allowance for doubtful accounts is the Company’s best estimate of the
amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and
customer economic data.
The Company reviews the allowance for doubtful accounts regularly and past due balances are reviewed for collectability. Account balances are charged
against the allowance when the Company believes that the receivable will not be recovered.
(k) Inventories
Inventory consists of equipment and other assets purchased for resale in an upcoming live on site auction or online marketplace event. Inventory is valued at
the lower of cost and net realizable value where net realizable value represents the expected sale price upon disposition less make-ready costs and the costs of
disposal and transportation. The significant elements of cost include the acquisition price of the inventory and make-ready costs to prepare the inventory for
sale that are not selling expenses. The specific identification method is used to determine amounts removed from inventory. Write-downs to the carrying value
of inventory are recorded in revenue in the consolidated income statement.
Ritchie Bros.
94
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(l) Equity-accounted investments
Investments in entities that the Company has the ability to exercise significant influence over, but not control, are accounted for using the equity method of
accounting. Under the equity method of accounting, investments are stated at initial costs and are adjusted for subsequent additional investments and the
Company’s share of earnings or losses and distributions. The Company evaluates its equity-accounted investments for impairment when events or
circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value below their carrying value.
If the estimated fair value is less than the carrying value and is considered an other than temporary decline, the carrying value is written down to its estimated
fair value and the resulting impairment is recorded in the consolidated income statement.
(m) Property, plant and equipment
All property, plant and equipment are stated at cost less accumulated depreciation. Cost includes all expenditures that are directly attributable to the
acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax
credits.
The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to working
condition for their intended use, the costs of dismantling and removing items and restoring the site on which they are located (if applicable), and capitalized
interest on qualifying assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.
All repairs and maintenance costs are charged to earnings during the financial period in which they are incurred. Gains and losses on disposal of an item of
property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the item, and are recognized net within
operating income on the income statement.
Depreciation is provided to charge the cost of the assets to operations over their estimated useful lives based on their usage as follows:
Asset
Land improvements
Buildings
Yard equipment
Automotive equipment
Computer software and equipment
Office equipment
Leasehold improvements
Rate / term
10%
15 - 30 years
20 - 30%
30%
3 - 5 years
20%
Lease term
No depreciation is provided on freehold land or on assets in the course of construction or development. Depreciation of property, plant and equipment under
capital leases is recorded in depreciation expense.
Legal obligations to retire and to restore property, plant and equipment and assets under operating leases are recorded at management‘s best estimate in the
period in which they are incurred, if a reasonable estimate can be made, with a corresponding increase in asset carrying value. The liability is accreted to face
value over the remaining estimated useful life of the asset. The Company does not have any significant asset retirement obligations.
Ritchie Bros.
95
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(n) Long-lived assets held for sale
Long-lived assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing
use are classified as assets held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are measured at
carrying amount in accordance with the Company’s accounting policies. Thereafter, the assets, or disposal group, are measured at the lower of their carrying
amount and fair value less cost to sell and are not depreciated. Impairment losses on initial classification as held for sale and subsequent gains or losses on re-
measurement are recognized in operating income on the income statement.
(o) Intangible assets
Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes all expenditures that are directly
attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and
experimental development tax credits. Costs of internally developed software are amortized on a straight-line basis over the remaining estimated economic life
of the software product. Costs related to software incurred prior to establishing technological feasibility or the beginning of the application development stage
of software are charged to operations as such costs are incurred. Once technological feasibility is established or the application development stage has begun,
directly attributable costs are capitalized until the software is available for use.
Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for
use. The estimated useful lives are:
Asset
Trade names and trademarks
Customer relationships
Software assets
Customer relationships includes relationships with buyers and sellers.
(p) Impairment of long-lived and indefinite-lived assets
Rate / term
3 - 15 years or indefinite-lived
6 - 20 years
3 - 7 years
Long-lived assets, comprised of property, plant and equipment and intangible assets subject to amortization, are assessed for impairment whenever events or
circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for
recoverability at the lowest level that generates independent cash flows. An impairment loss is recognized when the carrying value of the assets or asset
groups is greater than the future projected undiscounted cash flows. The impairment loss is calculated as the excess of the carrying value over the fair value of
the asset or asset group. Fair value is based on valuation techniques or third party appraisals. Significant estimates and judgments are applied in determining
these cash flows and fair values.
Indefinite-lived intangible assets are tested annually for impairment as of December 31, and between annual tests if indicators of potential impairment exist.
The Company has the option of performing a qualitative assessment to first determine whether the quantitative impairment test is necessary. This involves an
assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying
amount of the indefinite-lived intangible asset is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the carrying
amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare
the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived
intangible asset’s carrying amount and its fair value.
Ritchie Bros.
96
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(q) Goodwill
Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a
business combination.
Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31, and between annual tests if indicators of
potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative
impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate
whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative
assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not
required.
Where a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its
carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve
assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An
impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s
carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the
goodwill allocated to the reporting unit.
(r) Deferred financing costs
Deferred financing costs represent the unamortized costs incurred on the issuance of the Company’s long-term debt. Amortization of deferred financing costs
is provided on the effective interest rate method over the term of the facility. Deferred financing costs relating to the Company’s term debt are presented in the
consolidated balance sheet as a direct reduction of the carrying amount of the long-term debt. Deferred financing costs relating to the Company’s revolving
loans are presented on the balance sheet as a deferred charge.
(s) Taxes
Income tax expense represents the sum of current tax expense and deferred tax expense.
Current tax
The current tax expense is based on taxable profit for the period and includes any adjustments to tax payable in respect of previous years. Taxable profit
differs from income before income taxes as reported in the consolidated income statement because it excludes (i) items of income or expense that are taxable
or deductible in other years and (ii) items that are never taxable or deductible. The Company‘s liability for current tax is calculated using tax rates that have
been enacted by the balance sheet date.
Deferred tax
Income taxes are accounted for using the asset and liability method. Deferred income tax assets and liabilities are based on temporary differences, which are
differences between the accounting basis and the tax basis of the assets and liabilities and non-capital loss, capital loss, and tax credits carryforwards are
measured using the enacted tax rates and laws expected to apply when these differences reverse. Deferred tax benefits, including non-capital loss, capital loss,
and tax credits carryforwards, are recognized to the extent that realization of such benefits is considered more likely than not. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in earnings in the period that enactment occurs. When realization of deferred income tax assets does not
meet the more-likely-than-not criterion for recognition, a valuation allowance is provided.
Ritchie Bros.
97
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(s) Taxes (continued)
Deferred tax (continued)
Under US GAAP, changes in tax rates and tax law are accounted for in the period of enactment. The 2017 Tax Cuts and Jobs Act (“TCJA”) was enacted on
December 22, 2017. ASC 740, Income Taxes, requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when
temporary differences are to be realized or settled, which may impact the carrying values of deferred tax assets and liabilities. The effect of a change in tax
law is recorded as a discrete component of the income tax provision related to continuing operations in the period of enactment. Changes in the valuation
allowance assessment due to the 2017 TCJA would also be recorded to continuing operations in the tax provision.
Interest and penalties related to income taxes, including unrecognized tax benefits, are recorded in income tax expense in the income statement.
Liabilities for uncertain tax positions are recorded based on a two-step process. The first step is to evaluate the tax position for recognition by determining if
the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or
litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.
The Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The
Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable, and deferred
taxes in the period in which the facts that give rise to a revision become known.
(t) Contingently redeemable non-controlling interest
Contingently redeemable equity instruments are initially recorded at their fair value on the date of issue within temporary equity on the balance sheet. When
the equity instruments become redeemable or redemption is probable, the Company recognizes changes in the estimated redemption value immediately as
they occur, and adjusts the carrying amount of the redeemable equity instrument to equal the estimated redemption value at the end of each reporting period.
Changes to the carrying value are charged or credited to retained earnings attributable to stockholders on the balance sheet.
Redemption value determinations require high levels of judgment (“Level 3” on the fair value hierarchy) and are based on various valuation techniques,
including market comparables and discounted cash flow projections.
(u) Earnings per share
Basic earnings per share has been calculated by dividing net income attributable to stockholders by the weighted average number of common shares
outstanding. Diluted earnings per share has been calculated after giving effect to outstanding dilutive stock options calculated by adjusting the net income
attributable to stockholders and the weighted average number of shares outstanding for all dilutive shares.
(v) Defined contribution plans
The employees of the Company are members of retirement benefit plans to which the Company matches up to a specified percentage of employee
contributions or, in certain jurisdictions, contributes a specified percentage of payroll costs as mandated by the local authorities. The only obligation of the
Company with respect to the retirement benefit plans is to make the specified contributions.
Ritchie Bros.
98
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(w) Advertising costs
Advertising costs are expensed as incurred. Advertising expense is included in costs of services and selling, general and administrative (“SG&A”) expenses
on the accompanying consolidated income statements.
(x) Early adoption of new accounting pronouncements
(i)
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles –
Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. Entities
still have the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary.
Where an annual or interim quantitative impairment test is necessary, there is only one step, which is to compare the fair value of a reporting unit
with its carrying value. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the
extent the difference does not exceed the total amount of goodwill allocated to the reporting unit.
ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is
permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments are applied on a
prospective basis. Because the amendments reduce the cost and complexity of goodwill impairment testing, the Company early adopted ASU 2017-
04 in the first quarter of 2017.
(ii) In June 2017, the Company adopted ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-
09 clarifies that the effects of a modification should be accounted for unless all the following criteria are met:
1. The fair value (or calculated or intrinsic value, as appropriate) of the modified award is the same as the fair value (or calculated or intrinsic
value, as appropriate) of the original award immediately before the modification. The value immediately before and after the modification
does not have to be estimated if the modification does affect any of the inputs to the valuation technique used to value the award.
2. The modified award’s vesting conditions are the same as those of the original award immediately before the modification.
3. The classification of the modified award as an equity or liability instrument is the same as the original award’s classification immediately
before the modification.
Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
(y) New and amended accounting standards
(i)
Effective January 1, 2017, the Company adopted ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt
Instruments, which impacts entities that are issuers of or investors in debt instruments – or hybrid financial instruments determined to have a
debt host – with embedded call (put) options. One of the criteria for bifurcating an embedded derivative is assessing whether the economic
characteristics and risks of call (put) options are clearly and closely related to those of their debt hosts. The amendments of ASU 2016-06 clarify
the steps required in making this assessment for contingent call (put) options that can accelerate the payment of principal on debt instruments.
Specifically, ASU 2016-06 requires the call (or put) options to be assessed solely in accordance with a four-step decision sequence.
Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the triggering event is related to
interest rates or credit risks. The standard was applied on a modified retrospective basis to existing debt instruments as of January 1, 2017.
Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
Ritchie Bros.
99
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(y) New and amended accounting standards (continued)
(ii) Effective January 1, 2017, the Company adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee
Share-Based Payment Accounting, which requires an entity to recognize share-based payment (“SBP”) award income tax effects in the consolidated
income statement when the awards vest or are settled. Consequently, the requirement for entities to track APIC pools is eliminated. Other
amendments include:
(cid:120) All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax
expense or benefit in the consolidated income statement. The tax effects of exercised or vested awards are treated as discrete items in the
reporting period in which they occur. Excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current
period. These amendments were applied prospectively.
(cid:120) Because excess taxes no longer flow through APIC, when applying the treasury stock method in calculating diluted earnings per share (“EPS”),
the assumed proceeds will no longer include any estimated excess taxes.
(cid:120) Excess tax benefits increase assumed proceeds, which results in more hypothetical shares being reacquired. The incremental number of dilutive
shares for diluted EPS is calculated as the number of shares from the assumed exercise of the stock less the hypothetical shares reacquired.
Therefore, removing excess tax benefits from the equation results in fewer hypothetical shares being reacquired, increasing the incremental
number of dilutive shares.
(cid:120) Excess tax benefits are classified along with other income tax cash flows as an operating activity in the statement of cash flows. The Company
elected to apply this amendment prospectively.
(cid:120) An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for
forfeitures as they occur. Since forfeiture rates of the Company’s stock awards have historically been nominal and represent an insignificant
assumption used in management’s estimate of the fair value of those awards, the Company has elected to account for forfeitures as they occur.
This accounting policy change was applied on a modified retrospective basis and did not have an impact on the Company’s consolidated financial
statements.
(cid:120) The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. This
amendment was applied on a modified retrospective basis.
(cid:120) Cash paid by an employer when directly withholding shares for tax-withholding purposes is classified as a financing activity in the statement of
cash flows. This amendment was applied prospectively.
Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
(z) Recent accounting standards not yet adopted
(i)
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue
when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. In particular, it moves away from the current industry and transaction specific requirements. ASU 2014-09
creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include:
1. Identifying the contract(s) with the customer,
2. Identifying the separate performance obligations in the contract,
3. Determining the transaction price,
4. Allocating the transaction price to the separate performance obligations, and
5. Recognizing revenue as each performance obligation is satisfied.
Ritchie Bros.
100
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(z) Recent accounting standards not yet adopted (continued)
The amendments also contain extensive disclosure requirements designed to enable users of the financial statements to understand the nature,
amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB delayed the effective date
of ASU 2014-09 by one year so that ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2017. ASU 2014-09 permits the use of either the retrospective or modified retrospective (cumulative effect) transition method.
In 2015, the Company established a global new revenue accounting standard adoption team, consisting of financial reporting and accounting advisory
representatives from across all geographical regions and business operations (the “Team”). The Team developed an adoption framework that
continues to be used as guidance in identifying the Company’s significant contracts with customers. In 2016, the Team commenced its analysis, with
the initial focus being on the impact of the amendments on accounting for the Company’s straight commission contracts, underwritten (inventory and
guarantee) commission contracts, and ancillary service contracts. The Team is currently completing the process of identifying the appropriate
changes to the Company’s business processes, systems, and controls required to adopt the amendments based on preliminary findings.
Since its inception, the Team has regularly reported the findings and progress of the adoption project to management and the Audit Committee.
Based on these findings and analysis, management has determined that the Company will not early adopt ASU 2014-09. The reason for not early
adopting and for electing to use a full retrospective method was primarily due to the Company’s acquisition of IronPlanet on May 31, 2017.
Management believes that using a full retrospective method will provide more useful comparative information to financial statement users. The
Company also continues to evaluate recently issued guidance on practical expedients as part of the adoption method decision.
The Team concluded that one of the most significant impacts of the adoption of ASU 2014-09 will be a change in the presentation of revenue from
the majority of inventory, ancillary service, and Ritchie Bros. Logistical Services contracts as gross as a principal versus net as an agent. The Team’s
analysis of these significant contracts with customers was aided by the FASB issuing ASU 2016-08, Revenue from Contracts with Customers (Topic
606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus
agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer.
SEC Regulation S-X Rule 5-03.1 requires revenue from the sale of tangible products to be presented as a separate line item of the face of the
consolidated income statement from revenues from services where income from one or both of those classes is more than 10 percent the sum of total
revenues. Similarly, SEC Regulation Rule 5-03.2 requires the costs related to those revenue classes to be presented in the same manner. Based on
historical information, the Team expects revenue from inventory contracts that are recognized gross as a principal selling tangible products to exceed
10 percent of total revenues.
Ritchie Bros.
101
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(z) Recent accounting standards not yet adopted (continued)
Presenting most inventory contract revenues gross as a principal selling a tangible product versus net as an agent providing a service will
significantly change the face of the Company’s consolidated income statement. Currently, all revenue from inventory sales is presented net of costs
within service revenues on the income statement. After ASU 2014-09 is adopted, service revenues will exclude revenue from inventory sales and cost
of inventory sold for inventory contracts recorded on a gross basis. Those amounts will instead be presented gross as separate line items on the face
of the consolidated income statement in accordance with SEC Regulation S-X Rules 5-03.1 and 5-03.2. Ancillary service and RB Logistical Services
revenues will be presented within service revenues, but on a gross basis, with related service presented separately within costs of services.
The Team, together with oversight from the Audit Committee, will also continue to closely monitor FASB activity related to ASU 2014-09 to
conclude on specific interpretative issues. Over the remaining term until ASU 2014-09 takes effect, the Team will complete its assessment of the
impact of the new standard on remaining contracts with customers, as well as evaluate the impact on financial statement disclosures and processes
that capture information required for the revised financial statement presentation. The Team will also continue to work with management to
determine the impact of the change in presentation on the key performance metrics used to evaluate operational performance of the Company.
Expected impact to reported results
While continuing to assess all potential impacts of adoption of ASU 2014-09, the Team’s current analysis indicates that the most significant change
will be the gross versus net presentation described above. This presentation is expected to increase the amount of revenue reported compared to the
current presentation. Presenting these revenues gross as a principal versus net as an agent has no impact on operating income. The Company expects
the effects of this change to be as follows:
Year ended December 31,
As reported
2017
2016
Year ended December 31,
Revenue from inventory
sales
Service revenues
Revenues
Costs of services, excluding depreciation
and amortization ("D&A")
$
$
610,517
$
566,395 Total revenues
(79,013)
531,504
$
Cost of inventory sold
Costs of services,
excluding D&A
(66,062)
500,333 Gross profit
New revenue standard
2016
2017
$
$
$
346,774
624,417
971,191
(306,498)
571,134
555,843
1,126,977
(513,348)
(133,189)
531,504
$
(113,296)
500,333
(ii) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize almost all leases, including operating
leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. For short-term leases, defined as those with a term of 12
months or less, the lessee is permitted to make an accounting policy election not to recognize the lease assets and liabilities, and instead recognize the
lease expense generally on a straight-line basis over the lease term. The accounting treatment under this election is consistent with current operating
lease accounting. No extensive amendments were made to lessor accounting, but amendments of note include changes to the definition of initial
direct costs and accounting for collectability uncertainties in a lease.
Ritchie Bros.
102
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(z) Recent accounting standards not yet adopted (continued)
ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption
permitted. Both lessees and lessors must apply ASU 2016-02 using a “modified retrospective transition”, which reflects the new guidance from the
beginning of the earliest period presented in the financial statements. However, lessees and lessors can elect to apply certain practical expedients on
transition.
Management continues to perform a detailed inventory and analysis of all the Company’s leases, of which there are approximately 460 operating and
105 finance leases for which the Company is a lessee at the reporting date. The most significant operating leases in terms of the amount of rental
charges and duration of the contract are for various auction sites and offices located in North America, Europe, the Middle East, and Asia. However,
in terms of the number of leases, the majority consist of leases for computer, automotive, and yard equipment.
The Company continues to evaluate the new guidance to determine the impact it will have on its consolidated financial statements. Under the
expectation that the majority, if not all, of the operating leases will be brought onto the Company’s balance sheet on adoption of ASU 2016-02,
management is also investigating the functionality within the Company’s systems to automate the lease accounting process.
The adoption of ASU 2016-02 is expected to add complexity to the accounting for leases, as well as require extensive system and process changes to
manage the large number of operating leases that the Company anticipates will be brought onto its balance sheet. As a result, management has
determined that the Company will not early adopt ASU 2016-02, and will continue to evaluate the elections available to the Company involving the
application of practical expedients on transition.
(iii) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations
(Reporting Revenue Gross versus Net). The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent
considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer. Where such
control exists – i.e. where the entity is required to provide the specified good or service itself – the entity is a ‘principal’. Where the entity is required
to arrange for another party to provide the good or service, it is an agent.
The effective date and transition requirements of ASU 2016-08 are the same as for ASU 2014-09, which is for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2017. The impact of adoption of ASU 2016-08 on the Company’s consolidated financial
statements has been considered as part of the ASU 2014-09 adoption project discussed above.
(iv) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial
Instruments, which replaces the ‘incurred loss methodology’ credit impairment model with a new forward-looking “methodology that reflects
expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.” ASU
2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is only
permitted for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is evaluating the new
guidance to determine the impact it will have on its consolidated financial statements.
Ritchie Bros.
103
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
2. Significant accounting policies (continued)
(z) Recent accounting standards not yet adopted (continued)
(v) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.
ASU 2016-15 identifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is
effective for fiscal years and interim periods beginning after December 15, 2017. The amendments are applied retrospectively on the amendment
date. The Company expects the adoption of ASU 2016-15 will result in the $1,302,000 Mascus contingent consideration paid in the second quarter of
2017 to be reclassified from operating to investing cash flows.
(vi) In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whose amendments
provide a screen to determine when an integrated set of assets and activities does not constitute a business as defined by Topic 805. Specifically, the
amendments require that a set is not a business when substantially all the fair value of gross assets acquired (or disposed of) is concentrated in a
single identifiable asset or group of similar identifiable assets. This screen reduces the number of transactions that need to be further evaluated and as
such, it is anticipated that more acquisitions will be accounted for as asset acquisitions rather than business combinations. If the screen is not met, the
amendments:
1) Require that the set must, at a minimum, include an input and a substantive process that together significantly contribute to the ability to create an
output in order to be considered a business; and
2) Remove the evaluation of whether a market participant could replace missing elements.
The amendments also provide a framework to assist in evaluating whether both an input and a substantive process are present, and this framework
includes two sets of criteria to consider that depend on whether a set has outputs. Finally, the amendments narrow the definition of the term “output”
so the term is consistent with how outputs are described in Topic 606 Revenue from Contracts with Customers.
ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments are
applied prospectively on or after the effective date.
(vii)In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-
20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which adds clarity around the
scope of Subtopic 610-20, the accounting for partial sales of nonfinancial assets, and the identification of, allocation of consideration to, and
derecognition of distinct nonfinancial assets. The amendments also define ‘in substance nonfinancial assets’, which are within the scope of Subtopic
610-20, and clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a
counterparty.
ASU 2017-05 is effective at the same time as ASU 2014-09, which is for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in ASU 2017-05 must be applied at the
same time as the amendments in ASU 2014-09. Entities may elect to apply these amendments retrospectively to each period presented in the
financial statements or using a modified retrospective basis as of the beginning of the fiscal year of adoption. The Company does not expect the
adoption of this standard to have a significant impact on its consolidated financial statements.
Ritchie Bros.
104
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
3. Significant judgments, estimates and assumptions
The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period.
Future differences arising between actual results and the judgments, estimates and assumptions made by the Company at the reporting date, or future changes
to estimates and assumptions, could necessitate adjustments to the underlying reported amounts of assets, liabilities, revenues and expenses in future reporting
periods.
Judgments, estimates and underlying assumptions are evaluated on an ongoing basis by management, and are based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances. However, existing circumstances and assumptions about
future developments may change due to market changes or circumstance and such changes are reflected in the assumptions when they occur. Significant items
subject to estimates include purchase price allocations, the carrying amounts of goodwill, the useful lives of long-lived assets, share based compensation,
deferred income taxes, reserves for tax uncertainties, and other contingencies.
4. Segmented information
The Company’s principal business activity is the management and disposition of used industrial equipment and other durable assets. During the period ended
December 31, 2017, the Company continued to integrate its IronPlanet acquisition, which resulted in changes in the basis of organization of the Company,
including its leadership structure, sales processes, and management reporting. Most significantly, the Chief Operating Decision Maker (“CODM”) began to
assess the performance of the business and allocate resources based on whether the Company’s services are transactional (generating value from the
disposition of assets) or non-transactional in nature, and redesigned key metrics accordingly.
These changes resulted in the identification of the following new operating segments as of September 30, 2017:
(cid:120) Auctions and Marketplaces (“A&M”) – This is the Company’s only reportable operating segment, which consists of the Company’s live on site auctions,
its online auctions and marketplaces, and its brokerage service;
(cid:120) Ritchie Bros. Financial Services (“RBFS”) – This is the Company’s financial brokerage service, which is reported within the “other” category; and
(cid:120) Mascus – This is the Company’s online listing service, which is reported within the “other” category.
The “other” category also includes results from various value-added services and make-ready activities, including the Company’s equipment refurbishment
services, Asset Appraisal Services, and Ritchie Bros. Logistical Services.
Ritchie Bros.
105
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
4. Segmented information (continued)
Revenues
Costs of services, excluding D&A
SG&A expenses
Impairment loss
Segment profit
Acquisition-related costs
D&A expenses
Gain on disposition of Property, plant and equipment ("PPE")
Foreign exchange loss
Operating income
Other expense, net
Income tax expense
Net income
Revenues
Costs of services, excluding D&A
SG&A expenses
Impairment loss
Segment profit
Acquisition-related costs
D&A expenses
Gain on disposition of PPE
Foreign exchange loss
Operating income
Other expense, net
Income tax expense
Net income
Ritchie Bros.
$
$
$
$
Year ended December 31, 2017
A&M
564,298
(75,685)
(308,874)
(8,911)
170,828
$
$
Other
46,219
(3,328)
(14,396)
-
28,495
$
$
$
$
Year ended December 31, 2016
A&M
531,826
(65,248)
(272,317)
(28,243)
166,018
$
$
Other
34,569
(814)
(11,212)
-
22,543
$
$
$
$
Consolidated
610,517
(79,013)
(323,270)
(8,911)
199,323
(38,272)
(52,694)
1,656
(2,559)
107,454
(30,060)
(2,088)
75,306
Consolidated
566,395
(66,062)
(283,529)
(28,243)
188,561
(11,829)
(40,861)
1,282
(1,431)
135,722
(5,228)
(36,982)
93,512
106
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
4. Segmented information (continued)
Revenues
Costs of services, excluding D&A
SG&A expenses
Segment profit
Acquisition-related costs
D&A expenses
Gain on disposition of PPE
Foreign exchange gain
Operating income
Other income, net
Income tax expense
Net income
Year ended December 31, 2015
A&M
505,865
(56,026)
(249,852)
199,987
$
$
$
$
Other
10,010
-
(4,537)
5,473
Consolidated
515,875
(56,026)
(254,389)
205,460
(601)
(42,032)
9,691
2,322
174,840
1,596
(37,861)
138,575
$
$
$
$
Certain prior period SG&A expenses have been retrospectively reclassified between the A&M segment and the other category to conform with the current
presentation. Details of the reclassifications are as follows:
A&M SG&A expenses:
As reported
Current presentation
Other SG&A expenses:
As reported
Current presentation
Ritchie Bros.
At September 30,
2017
At June 30,
2017
At March 31,
2017
December 31,
2016
$
$
81,964
81,736
3,371
3,599
$
$
71,199
70,977
3,178
3,400
$
$
67,392
67,111
3,183
3,464
$
$
273,179
272,317
10,350
11,212
107
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
4. Segmented information (continued)
The carrying value of goodwill of $649,770,000 has been allocated to A&M and $21,152,000 has been allocated to other. As in prior periods, the CODM does
not evaluate the performance of its operating segments based on segment assets and liabilities, nor does the Company classify liabilities on a segmented basis.
As at December 31,
A&M
Other
2017
649,770
21,152
670,922
$
$
$
$
2016
78,934
18,603
97,537
The Company‘s geographic information as determined by the revenue and location of assets, which represents property, plant and equipment is as follows:
Revenues for the year ended:
December 31, 2017
December 31, 2016
December 31, 2015
Long-lived assets:
December 31, 2017
December 31, 2016
5. Revenues
United
States
$
325,244
278,198
257,824
United
States
Canada
168,928
187,699
166,528
$
Europe
68,408
52,809
48,419
$
Other
Consolidated
$
47,937
47,689
43,104
610,517
566,395
515,875
Canada
Europe
Other
Consolidated
275,628
282,103
$
116,833
108,693
$
82,795
74,491
$
51,325
49,743
$
526,581
515,030
$
$
The Company’s revenue from the rendering of services is as follows:
Year ended December 31,
Commissions
Fees
Net profits on inventory sales included in commissions are:
Year ended December 31,
Revenue from inventory sales
Cost of inventory sold
Ritchie Bros.
2017
434,672
175,845
610,517
2017
346,774
(306,498)
40,276
$
$
$
$
2016
424,128
142,267
566,395
2016
571,134
(513,348)
57,786
$
$
$
$
$
$
$
$
2015
405,308
110,567
515,875
2015
555,827
(511,892)
43,935
108
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
6. Operating expenses
Costs of services, excluding D&A
Year ended December 31,
Employee compensation expenses
Buildings, facilities and technology expenses
Travel, advertising and promotion expenses
Other costs of services
SG&A expenses
Year ended December 31,
Employee compensation expenses
Buildings, facilities and technology expenses
Travel, advertising and promotion expenses
Professional fees
Other SG&A expenses
Ritchie Bros.
2017
35,440
8,359
23,994
11,220
79,013
2017
208,370
53,151
30,440
13,522
17,787
323,270
$
$
$
$
2016
27,856
7,966
23,688
6,552
66,062
2016
180,929
49,219
24,384
13,344
15,653
283,529
$
$
$
$
$
$
$
$
2015
22,855
7,179
22,150
3,842
56,026
2015
166,227
41,404
22,307
12,500
11,951
254,389
109
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
6. Operating expenses (continued)
Acquisition-related costs
Acquisition-related costs consist of operating expenses directly incurred as part of a business combination, due diligence and integration planning related to
the IronPlanet acquisition (note 32), and continuing employment costs that are recognized separately from our business combinations. In the fourth quarter of
2016, the definition of acquisition-related costs was expanded to include continuing employment costs incurred to retain key employees for a specified period
of time following a business acquisition. This change was applied retrospectively and resulted in a further reclassification of SG&A expenses to acquisition-
related costs.
Year ended December 31,
IronPlanet: (note 32)
Stock option compensation expense (note 28)
Legal costs
Other acquisition-related costs
Mascus: (note 32)
Continuing employment costs
Other acquisition-related costs
Xcira:
Continuing employment costs
Other acquisition-related costs
Petrowsky: (note 32)
Continuing employment costs
Other acquisition-related costs
Kramer: (note 32)
Continuing employment costs
Other acquisition-related costs
Other
Depreciation and amortization expenses
Year ended December 31,
Depreciation expense
Amortization expense
2017
4,752
8,898
21,003
530
22
1,811
-
649
4
428
79
96
38,272
2017
28,337
24,357
52,694
$
$
$
$
2016
-
3,402
4,800
954
766
1,111
-
350
254
76
116
-
11,829
2016
30,983
9,878
40,861
$
$
$
$
$
$
$
$
During the year ended December 31, 2017, depreciation expense of $1,207,000 (2016: $2,880,000; 2015: $4,340,000) and amortization expense of
$11,662,000 (2016: $7,218,000; 2015: $4,680,000) were recorded relating to software.
Ritchie Bros.
2015
-
-
-
191
410
-
-
-
-
601
2015
35,374
6,658
42,032
110
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
7.
Impairment Loss
Goodwill impairment
The Company performs impairment tests on goodwill on an annual basis in accordance with US GAAP, or more frequently if events or changes in
circumstances indicate that those assets might be impaired. Goodwill is tested for impairment at a reporting unit level, which is at the same level or one level
below an operating segment. A goodwill impairment loss is recognized when the carrying amount of the reporting unit is greater than its fair value. The
goodwill impairment loss is calculated as the excess of the carrying amount of the goodwill over its implied fair value. During the year ended December 31,
2017 there was no goodwill impairment identified.
Goodwill arising from the acquisition of AssetNation, the provider of an online marketplace, was part of the former EquipmentOne reporting unit. During the
year ended December 31, 2016, an indicator of impairment was identified with respect to the EquipmentOne reporting unit. The indicator consisted of a
decline in actual and forecasted revenue and operating income compared with previously projected results, which was primarily due to the recent performance
of the EquipmentOne reporting unit.
Based on the results of the goodwill impairment test, the Company recorded an impairment loss on the EquipmentOne reporting unit goodwill of $23,574,000
in the year ended December 31, 2016.
Long-lived asset impairment
Long-lived assets, which are comprised of property, plant and equipment and definite-lived intangible assets, are assessed for impairment whenever events or
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for
recoverability at the lowest level that generates independent cash flows from another asset group. The carrying amount of the long-lived asset group is not
recoverable if it exceeds the sum of the future undiscounted cash flows expected to result from the long-lived asset group’s use and eventual disposition.
Where the carrying amount of the long-lived asset group is not recoverable, its fair value is determined in order to calculate any impairment loss. An
impairment loss is measured as the excess of the long-lived asset group’s carrying amount over its fair value.
During the year ended December 31, 2017, management identified indicators of impairment on certain software and software under development intangible
assets (the “technology assets”). The indicators consisted of decisions made after the acquisition of IronPlanet that adversely impacted the extent or manner in
which certain technology assets would be utilized. As part of its integration activities the Company determined that it was more likely than not that certain
technology assets would not be utilized or developed as originally intended and no longer had value. As a result, management performed an impairment test
that resulted in the recognition of an impairment loss of $8,911,000 on the technology assets.
At September 30, 2016, for the same reason noted above under the EquipmentOne goodwill impairment test, management determined that there was an
indicator that the carrying amount of the long-lived assets arising from our acquisition of AssetNation (the “EquipmentOne long-lived assets”) might not have
been recoverable. As such, the Company performed the recoverability test, for which purpose management determined that the asset group to which the
EquipmentOne long-lived assets belonged was the EquipmentOne reporting unit.
Based on the results of the long-lived asset impairment test, the Company recorded an impairment loss on the EquipmentOne reporting unit customer
relationships of $4,669,000 in the year ended December 31, 2016. In connection with this impairment loss, the Company recorded a deferred tax benefit of
$1,798,000 to the income tax provision. The result of this impairment test was reflected in the carrying value of the former EquipmentOne reporting unit prior
to the completion of the goodwill impairment test described above.
Ritchie Bros.
111
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
8.
Income taxes
The expense for the year can be reconciled to income before income taxes as follows:
Year ended December 31,
Income before income taxes
Statutory federal and provincial tax rate in Canada
Expected income tax expense
Impairment of goodwill
Non-deductible expenses
Non-taxable income
Sale of capital property
Changes in the valuation of deferred tax assets
Different tax rates of subsidiaries operating in foreign jurisdictions
Change in enacted rates
Change in estimate of deductibility of stock options
Unrecognized tax benefits
Benefits of deductible stock options vested and exercised
Deductions for tax purposes in excess of accounting expenses
Other
Ritchie Bros.
$
$
$
2017
77,394
26.00%
20,122
-
5,668
(105)
-
(1,089)
(12,269)
(10,299)
(1,557)
3,291
(1,359)
(380)
65
2,088
$
$
$
2016
130,494
26.00%
33,928
6,129
3,891
(624)
-
(259)
(3,786)
51
-
799
(1,042)
(490)
(1,615)
36,982
$
$
$
2015
176,436
26.00%
45,873
-
2,579
-
(1,291)
(5,828)
(3,426)
307
-
1,362
(666)
(232)
(817)
37,861
112
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
8.
Income taxes (continued)
The income tax expense (recovery) consists of:
Year ended December 31,
Canadian:
Current tax expense
Deferred tax expense
Foreign:
Current tax expense before application of operating loss carryforwards
Tax benefit of operating loss carryforwards
Total foreign current tax expense
Deferred tax expense before adjustment to opening valuation allowance
Adjustment to opening valuation allowance
Total foreign deferred tax expense
2017
2016
14,245
(10,192)
$
30,525
(2,068)
$
8,987
(3,876)
5,111
(6,317)
(759)
(7,076)
2,088
$
12,126
(2,310)
9,816
(1,291)
-
(1,291)
36,982
$
$
$
2015
27,623
1,880
16,707
(1,910)
14,797
(273)
(6,166)
(6,439)
37,861
The foreign provision for income taxes is based on foreign pre-tax earnings of $64,252,000, $25,139,000, and $64,139,000 in 2017, 2016, and 2015,
respectively. The Company’s consolidated financial statements provide for any related tax liability on undistributed earnings. As of December 31, 2017,
income taxes have not been provided on a cumulative total of $466,000,000 of such earnings that are not indefinitely reinvested. The amount of unrecognized
deferred tax liability related to these temporary differences is estimated to be approximately $8,600,000. Earnings retained by subsidiaries and equity-
accounted investments amount to approximately $469,000,000 in 2017 (2016: $450,000,000; 2015: $411,000,000). The Company accrues withholding and
other taxes that would become payable on the distribution of earnings only to the extent that either the Company does not control the relevant entity or it is
expected that these earnings will be remitted in the foreseeable future.
Recent Tax Legislation
The TCJA was enacted on December 22, 2017. The TCJA reduces the United States federal corporate tax rate from 35% to 21%, requires companies to pay a
one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and certain other provisions. At December 31, 2017, we
have not completed our accounting for the tax effects of the TCJA. However, as described below, we have made a reasonable estimate of the effects on our
existing deferred tax balances and the one-time transition tax. We have recognized a provisional amount of $9,734,000, which is included as a component of
income tax expense.
We remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future. However, we are still analyzing
certain aspects of the TCJA and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new
deferred amounts. The provisional amount resulted in a reduction of our net deferred tax liabilities of $10,070,000 and a corresponding deferred income tax
benefit in 2017.
The one-time transition tax is based on our total post-1986 earnings and profits (“E&P”) of controlled foreign affiliates of our US subsidiaries that we
previously deferred from US income tax. Upon enactment, there is a one-time deemed repatriation tax on undistributed E&P (the “transition tax”). We
recognized tax expense of $336,000 related to the transition tax in 2017.
Ritchie Bros.
113
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
8.
Income taxes (continued)
The tax effects of temporary differences that give rise to significant deferred tax assets and deferred tax liabilities were as follows:
As at December 31,
Deferred tax assets:
Working capital
Property, plant and equipment
Goodwill
Share-based compensation
Unused tax losses
Other
Deferred tax liabilities:
Property, plant and equipment
Goodwill
Intangible assets
Other
Net deferred tax assets
Valuation allowance
$
2017
9,583
6,495
1,016
5,733
50,967
8,919
82,713
(9,779) $
(9,202)
(54,401)
(8,628)
(82,010)
703
(14,363)
(13,660) $
$
2016
3,991
5,475
341
3,154
17,790
8,251
39,002
(10,019)
(12,976)
(11,062)
(2,565)
(36,622)
2,380
(10,411)
(8,031)
$
$
$
$
Certain comparative figures have been reclassified to conform to current year presentation. Details of the reclassifications are as follows:
Deferred tax assets
As reported
Reclassified to Other non-current assets (note 19)
Current presentation
Deferred tax liabilities
As reported
Reclassified to Other non-current liabilities (note 26)
Current presentation
Net deferred tax assets (liabilities)
As reported
Net reclassification detailed above
Current presentation
Ritchie Bros.
December 31,
2016
$
$
$
19,129
(10,035)
9,094
36,387
(19,262)
17,125
(17,258)
9,227
(8,031)
114
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
8.
Income taxes (continued)
At December 31, 2017, the Company had non-capital loss carryforwards that are available to reduce taxable income in the future years. These non-capital loss
carryforwards expire as follows:
2018
2019
2020
2021
2022 and thereafter
$
$
510
148
6,267
5,125
199,986
212,036
The Company has capital loss carryforwards of approximately $11,343,000 in 2017 (2016: $16,564,000) available to reduce future capital gains which
carryforward indefinitely.
Tax losses are denominated in the currency of the countries in which the respective subsidiaries are located and operate. Fluctuations in currency exchange
rates could reduce the U.S. dollar equivalent value of these tax loss and research tax credit carryforwards in future years.
In assessing the realizability of our deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which
temporary differences become deductible and the loss carryforwards or tax credits can be utilized. Management considers projected future taxable income and
tax planning strategies in making our assessment.
Uncertain tax positions
Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon
examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of the benefit to recognize in
the financial statements. The tax position is measured as the largest amount of the benefit that is greater than 50% likely of being realized upon ultimate
settlement. The Company classifies unrecognized tax benefits that are not expected to result in the payment or receipt of cash within one year as non-current
liabilities in the consolidated balance sheets.
At December 31, 2017, the Company had gross unrecognized tax benefits of $25,910,000 (2016: $19,262,000). Of this total, $13,737,000 (2016: $9,227,000)
represents the amount of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate.
Reconciliation of unrecognized tax benefits:
As at December 31,
Unrecognized tax benefits, beginning of year
Increases - tax positions taken in prior period
Decreases - tax positions taken in prior period
Increases - tax positions taken in current period
Settlement and lapse of statute of limitations
Unrecognized tax benefits, end of year
$
$
2017
19,262
4,426
(124)
2,346
-
25,910
$
$
2016
15,904
846
-
2,785
(273)
19,262
Interest expense and penalties related to unrecognized tax benefits are recorded within the provision for income tax expense on the consolidated income
statement. At December 31, 2017, the Company had accrued $3,677,000 (2016: $2,695,000) for interest and penalties.
Ritchie Bros.
115
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
8.
Income taxes (continued)
In the normal course of business, the Company is subject to audit by the Canadian federal and provincial taxing authorities, by the U.S. federal and various
state taxing authorities and by the taxing authorities in various foreign jurisdictions. Tax years ranging from 2012 to 2017 remain subject to examination in
Canada, the United States, Luxembourg, and the Netherlands.
9. Contingently redeemable non-controlling interest in Ritchie Bros. Financial Services
Until July 12, 2016, the Company held a 51% interest in RBFS, an entity that provides loan origination services to enable the Company’s auction customers to
obtain financing from third party lenders.
Until July 12, 2016, the Company and the non-controlling interest (“NCI”) holders each held options pursuant to which the Company could acquire, or be
required to acquire, the NCI holders’ 49% interest in RBFS. These call and put options became exercisable on April 6, 2016, and the Company had the option
to elect to pay the purchase price in either cash or shares of the Company, subject to the Company obtaining all relevant security exchange and regulatory
consents and approvals. As a result of the existence of the put option, the NCI was accounted for as a contingently redeemable equity instrument (the
“contingently redeemable NCI”). The NCI could be redeemed at a purchase price to be determined through an independent appraisal process conducted in
accordance with the terms of the agreement, or at a negotiated price (the “redemption value”).
On July 12, 2016, the Company completed its acquisition of the NCI. On that date, the Company acquired the NCI holders’ 49% interest in RBFS for total
consideration of 57,900,000 Canadian dollars ($44,141,000). The purchase price consisted of cash consideration of 53,900,000 Canadian dollars
($41,092,000) and 4,000,000 Canadian dollars ($3,049,000) representing the acquisition date fair value of contingent consideration payable to the former
shareholders of RBFS. The contingent payment is payable if RBFS achieves a specified annual revenue growth rate over a three-year post-acquisition period,
and is calculated as a specified percentage of the accumulated earnings of RBFS after the three-year post-acquisition period. The maximum amount payable
under the contingent payment arrangement is 10,000,000 Canadian dollars. The Company may pay an additional amount not exceeding 1,500,000 Canadian
dollars over a three-year period based on the former NCI holders providing continued management services to RBFS.
Ritchie Bros.
116
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
10. Earnings per share attributable to stockholders
Basic EPS attributable to stockholders was calculated by dividing the net income attributable to stockholders by the weighted average (“WA”) number of
common shares outstanding. Diluted EPS attributable to stockholders was calculated by dividing the net income attributable to stockholders after giving effect
to outstanding dilutive stock options and PSUs by the WA number of shares outstanding adjusted for all dilutive securities.
Year ended December 31, 2017
Basic
Effect of dilutive securities:
PSUs
Stock options
Diluted
Year ended December 31, 2016
Basic
Effect of dilutive securities:
PSUs
Stock options
Diluted
Year ended December 31, 2015
Basic
Effect of dilutive securities:
Stock options
Diluted
Net income
attributable to
stockholders
75,027
(152)
-
74,875
Net income
attributable to
stockholders
91,832
-
-
91,832
Net income
attributable to
stockholders
136,214
-
136,214
WA
number
of shares
107,044,348
353,880
714,923
108,113,151
WA
number
of shares
106,630,323
91,997
735,474
107,457,794
WA
number
of shares
107,075,845
356,629
107,432,474
$
$
$
$
$
$
Per share
amount
0.70
-
(0.01)
0.69
Per share
amount
0.86
-
(0.01)
0.85
Per share
amount
1.27
-
1.27
In respect of PSUs awarded under the sign-on grant PSUs and the senior executive and employee PSU plans (described in note 28), performance and market
conditions, depending on their outcome at the end of the contingency period, can reduce the number of vested awards to nil or to a maximum of 200% of the
number of outstanding PSUs. For the year ended December 31, 2017, nil PSUs to purchase common shares were outstanding but excluded from the
calculation of diluted EPS attributable to stockholders as they were anti-dilutive (2016: 173,754; 2015: nil). For the year ended December 31, 2017, stock
options to purchase 668,900 common shares were outstanding but excluded from the calculation of diluted EPS attributable to stockholders as they were anti-
dilutive (2016: 752,197; 2015: 253,839).
Ritchie Bros.
117
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
11. Supplemental cash flow information
Year ended December 31,
Trade and other receivables
Inventory
Advances against auction contracts
Prepaid expenses and deposits
Income taxes receivable
Auction proceeds payable
Trade and other payables
Income taxes payable
Share unit liabilities
Other
Net changes in operating assets and liabilities
2017
(19,161)
(8,557)
3,246
1,178
(6,067)
25,783
20,552
(3,986)
(5,421)
1,410
8,977
$
2016
6,419
26,557
(1,012)
(7,443)
(10,686)
550
5,627
(8,657)
4,503
(5,176)
10,682
$
2015
12,757
(17,635)
20,804
(307)
742
5,151
(7,654)
3,481
5,397
2,398
25,134
$
Net capital spending, which consists of property, plant and equipment and intangible asset additions, net of proceeds on disposition of property, plant and
equipment, was $34,436,000 for the year ended December 31, 2017 (2016: $29,785,000, 2015: $14,152,000).
Year ended December 31,
Interest paid, net of interest capitalized
Interest received
Net income taxes paid
Non-cash transactions:
Non-cash purchase of property, plant and equipment under capital lease
As at December 31,
Cash and cash equivalents
Restricted cash:
Current
Non-current
Cash, cash equivalents, and restricted cash
2017
23,360
3,196
28,281
8,820
2017
267,910
63,206
-
331,116
$
$
$
2016
5,792
1,861
54,037
3,376
2016
207,867
50,222
500,000
758,089
$
$
$
2015
4,989
2,657
34,661
943
2015
210,148
83,098
-
293,246
$
$
$
On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15,
2025 (note 25). Upon the closing of the offering, the gross proceeds from the offering were deposited in to an escrow account. The funds were released from
escrow upon the closing of the acquisition of IronPlanet (note 32).
Ritchie Bros.
118
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
12. Fair value measurement
All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy,
described as follows, based on the lowest level input that is significant to the fair value measurement or disclosure:
● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at measurement date;
● Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and
● Level 3: Unobservable inputs for the asset or liability.
Fair values disclosed, recurring:
Cash and cash equivalents
Restricted cash
Short-term debt (note 25)
Long-term debt (note 25)
Senior unsecured notes
Revolving loans
Delayed draw term loans
Category
December 31, 2017
Carrying
amount
Fair value
December 31, 2016
Carrying
amount
Fair value
$
Level 1
Level 1
Level 2
Level 1
Level 2
Level 2
$
267,910
63,206
7,018
487,339
-
325,553
$
267,910
63,206
7,018
520,000
-
329,687
$
207,867
550,222
23,912
495,780
99,926
-
207,867
550,222
23,912
509,500
99,926
-
The carrying value of the Company‘s cash and cash equivalents, restricted cash, trade and other receivables, advances against auction contracts, auction
proceeds payable, trade and other payables, short term debt, and revolving loans approximate their fair values due to their short terms to maturity. The
carrying value of the delayed draw term loan, before deduction of deferred debt issue costs, approximates its fair value as the interest rates on the loans were
short-term in nature. The fair value of the senior unsecured notes is determined by reference to a quoted market price.
Ritchie Bros.
119
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
13. Trade and other receivables
As at December 31,
Trade receivables
Consumption taxes receivable
Other receivables
$
$
2017
77,870
13,592
643
92,105
$
$
2016
45,317
5,575
2,087
52,979
Trade receivables are generally secured by the equipment that they relate to as it is Company policy that equipment is not released until payment has been
collected. Trade receivables are due for settlement within three to seven days of the date of sale, after which they are interest bearing. Other receivables are
unsecured and non-interest bearing.
As at December 31, 2017, there were $5,443,000 of impaired receivables that have been provided for in the balance sheet because they are over six months
old, or specific situations where recovering the debt is considered unlikely (December 31, 2016: $6,581,000).
Consumption taxes receivable are deemed fully recoverable unless disputed by the relevant tax authority. The other classes within trade and other receivables
do not contain impaired assets.
14. Inventory
At each period end, inventory is reviewed to ensure that it is recorded at the lower of cost and net realizable value. During the year ended December 31, 2017,
the Company recorded an inventory write-down of $834,000 (2016: $3,084,000; 2015: $480,000).
Of inventory held at December 31, 2017, 99% is expected to be sold prior to the end of March 2018 with the remainder to be sold by the end of April 2018
(December 31, 2016: 93% sold by the end of March 2017 with the remainder sold by the end of June 2017).
15. Advances against auction contracts
Advances against auction contracts arise when the Company pays owners, in advance, a portion of the expected gross auction proceeds from the sale of the
related assets at future auctions. The Company‘s policy is to limit the amount of advances to a percentage of the estimated gross auction proceeds from the
sale of the related assets, and before advancing funds, require proof of owner‘s title to and equity in the assets, as well as receive delivery of the assets and title
documents at a specified auction site, by a specified date and in a specified condition of repair.
Advances against auction contracts are generally secured by the assets to which they relate, as the Company requires owners to provide promissory notes and
security instruments registering the Company as a charge against the asset. Advances against auction contracts are usually settled within two weeks of the date
of sale, as they are netted against the associated auction proceeds payable to the owner.
16. Prepaid expenses and deposits
As at December 31,
Prepaid expenses
Refundable deposits
Ritchie Bros.
$
$
2017
17,736
1,954
19,690
$
$
2016
17,926
1,079
19,005
120
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
17. Assets held for sale
Balance, December 31, 2015
Reclassified from property, plant and equipment
Disposal
Site preparation costs
Balance, December 31, 2016
Site preparation costs
Reclassified from property, plant and equipment
Disposal
Balance, December 31, 2017
$
$
$
629
237
(242)
8
632
25
411
(484)
584
As at December 31, 2017, the Company’s assets held for sale consisted of excess auction site acreage located in Denver and Kansas City, United States.
Management made the strategic decision to sell this excess acreage to maximize the Company’s return on invested capital. The properties have been actively
marketed for sale, and management expects the sales to be completed within 12 months of December 31, 2017. This land belongs to the A&M reportable
segment.
During the year ended December 31, 2017, the Company sold excess auction site acreage in Orlando, United States, and Truro, Canada, for net proceeds of
$1,084,000 resulting in net gains of $602,000 (2016: $493,000 gain related to the sale of property located in Denver, United States; 2015: $8,485,000 gain
related to the sale of property in Edmonton, Canada, and London, Canada).
18. Property, plant and equipment
As at December 31, 2017
Land and improvements
Buildings
Yard and automotive equipment
Computer software and equipment
Office equipment
Leasehold improvements
Assets under development
Cost
379,546
267,334
58,209
69,718
25,430
21,467
9,539
831,243
$
$
Accumulated
depreciation
(68,706) $
(103,544)
(38,126)
(60,451)
(18,745)
(15,090)
-
(304,662) $
Net book value
310,840
163,790
20,083
9,267
6,685
6,377
9,539
526,581
$
$
Ritchie Bros.
121
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
18. Property, plant and equipment (continued)
As at December 31, 2016
Land and improvements
Buildings
Yard and automotive equipment
Computer software and equipment
Office equipment
Leasehold improvements
Assets under development
Cost
362,283
256,168
55,352
66,265
22,963
20,199
9,130
792,360
$
Accumulated
depreciation
(60,576) $
(91,323)
(38,560)
(57,624)
(16,706)
(12,541)
-
$
(277,330) $
Net book value
301,707
164,845
16,792
8,641
6,257
7,658
9,130
515,030
$
$
During the year ended December 31, 2017, interest of $110,000 (2016: $95,000; 2015: $86,000) was capitalized to the cost of assets under development.
These interest costs relating to qualifying assets are capitalized at a weighted average rate of 2.97% (2016: 3.99%; 2015: 6.27%).
Additions during the year include $8,820,000 (2016: $3,376,000; 2015: $943,000) of property, plant and equipment under capital leases.
19. Other non-current assets
As at December 31,
Tax receivable (note 8)
Deferred debt issue costs (note 25)
Other non-current assets
20. Intangible assets
As at December 31, 2017
Trade names and trademarks
Customer relationships
Software
Software under development
Ritchie Bros.
$
$
$
$
2017
12,851
3,768
7,527
24,146
$
$
2016
10,035
6,182
4,027
20,244
Accumulated
amortization
(461) $
(9,487)
(26,898)
-
(36,846) $
Net book value
53,105
115,747
83,303
8,939
261,094
122
Cost
53,566
125,234
110,201
8,939
297,940
$
$
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
20. Intangible assets (continued)
As at December 31, 2016
Trade names and trademarks
Customer relationships
Software
Software under development
Cost
5,585
25,618
36,566
18,773
86,542
$
$
Accumulated
amortization
(50) $
(1,072)
(13,116)
-
(14,238) $
Net book value
5,535
24,546
23,450
18,773
72,304
$
$
During the year ended December 31, 2017, the Company recognized an impairment loss of $8,911,000 due to the impairment of certain software and software
under development (2016: the Company recorded an impairment loss on the Equipment One customer relationships of $4,669,000; 2015: nil) (note 7).
At December 31, 2017, a net carrying amount of $59,380,000 (December 31, 2016: $22,665,000) included in intangible assets was not subject to amortization.
During the year ended December 31, 2017, the cost of additions was reduced by $888,000 for recognition of tax credits (2016: $1,094,000; 2015: $1,678,000)
During the year ended December 31, 2017, interest of $281,000 (2016: $356,000; 2015: $772,000) was capitalized to the cost of software under development.
These interest costs relating to qualifying assets are capitalized at a weighted average rate of 3.18% (2016: 4.91%; 2015: 6.39%).
During the year ended December 31, 2017, the weighted average amortization period for all classes of intangible assets was 7.9 years (2016: 8.2 years; 2015:
7.9 years).
As at December 31, 2017, estimated annual amortization expense for the next five years ended December 31 are as follows:
2018
2019
2020
2021
2022
21. Goodwill
Balance, December 31, 2015
Additions (note 32)
Impairment loss (note 7)
Foreign exchange movement
Balance, December 31, 2016
Additions
Foreign exchange movement
Balance, December 31, 2017
Ritchie Bros.
$
$
$
$
$
31,463
29,535
24,141
21,285
19,024
125,448
91,234
30,794
(23,574)
(917)
97,537
568,936
4,449
670,922
123
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
22. Equity-accounted investments
The Company holds a 48% share interest in a group of companies detailed below (together, the Cura Classis entities), which have common ownership. The
Cura Classis entities provide dedicated fleet management services in three jurisdictions to a common customer unrelated to the Company. The Company has
determined the Cura Classis entities are variable interest entities and the Company is not the primary beneficiary, as it does not have the power to make any
decisions that significantly affect the economic results of the Cura Classis entities. Accordingly, the Company accounts for its investments in the Cura Classis
entities following the equity method.
A condensed summary of the Company's investments in and advances to equity-accounted investees are as follows (in thousands of United States dollars,
except percentages):
Cura Classis entities
Other equity investments
Ownership
percentage
48% $
32%
December 31,
2017
4,720 $
2,688
7,408
December 31,
2016
4,594
2,732
7,326
As a result of the Company’s investments, the Company is exposed to risks associated with the results of operations of the Cura Classis entities. The Company
has no other business relationships with the Cura Classis entities. The Company’s maximum risk of loss associated with these entities is the investment
carrying amount.
23. Trade and other payables
As at December 31,
Trade payables
Accrued liabilities
Social security and sales taxes payable
Net consumption taxes payable
Share unit liabilities
Other payables
24. Deferred compensation arrangement
2017
77,575
55,332
14,693
10,559
5,407
987
164,553
$
$
2016
38,686
44,775
14,759
12,631
10,422
3,421
124,694
$
$
The Company established a non-qualified deferred compensation arrangement (the “Deferred Compensation Arrangement”) which is available to certain
American employees. The Deferred Compensation Arrangement permits the deferral of up to 10% of base salary with the Company matching 100% of such
contributions. Employees will receive the benefit, including a return on investment, on termination, retirement or other specified departures. The Company
funds the deferred compensation obligations by investing in a non-qualified corporate owned life insurance policy (“COLI”), whereby funds are invested and
the account balance fluctuates with the investment returns on those funds.
The expected benefit to be paid on termination of $2,419,000 (2016: $1,838,000) is presented in other non-current liabilities. The cash surrender value of the
COLI asset of $2,649,000 (2016: $1,777,000) is classified within other non-current assets, with changes in the deferred compensation liability and COLI asset
charged to SG&A expenses (note 6).
Ritchie Bros.
124
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
25. Debt
As at December 31,
Short-term debt
Long-term debt:
Revolving loans:
Denominated in Canadian dollars, unsecured, bearing interest at a weighted average rate of 2.380%, due in
monthly installments of interest only, with the committed, revolving credit facility available until October
2021
Denominated in United States dollars, unsecured, bearing interest at a weighted average rate of 2.075%, due in
monthly installments of interest only, with the committed, revolving credit facility available until October
2021
Delayed draw term loan:
Denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 3.690%, due in
monthly installments of interest only and quarterly installments of principal, with the committed credit
facility, available until October 2021
Denominated in United States dollars, secured, bearing interest at a weighted average rate of 3.662%, due in
monthly installments of interest only and quarterly installments of principal, with the committed credit
facility, available until October 2021
Less: unamortized debt issue costs
Senior unsecured notes:
Bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January
2025
Less: unamortized debt issue costs
Total debt
Long-term debt:
Current portion
Non-current portion
Carrying amount
2017
7,018
$
2016
23,912
-
-
185,143
144,544
(4,134)
500,000
(12,661)
812,892
69,926
30,000
-
-
-
500,000
(4,220)
595,706
819,910
$
619,618
16,907
795,985
812,892
$
$
-
595,706
595,706
$
$
$
$
On October 27, 2016, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, and Bank of America, N.A.
(“BofA”), as administrative agent which provides the Company with:
(cid:120) Multicurrency revolving facilities of up to $675,000,000 (the “Multicurrency Facilities”);
(cid:120) A delayed draw term loan facility of up to $325,000,000 (the “Delayed-Draw Facility); and together with the Multicurrency Facilities, the
(“Syndicated Facilities”) and
(cid:120) At the Company’s election and subject to certain conditions, including receipt of related commitments, incremental term loan facilities and/or
increases to the Multicurrency Facilities in an aggregate amount of up to $50,000,000.
Ritchie Bros.
125
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
25. Debt (continued)
The Company may use the proceeds from the Multicurrency Facilities for general corporate purposes. The amount available pursuant to the Delayed-Draw
Facility was only available to finance the acquisition of IronPlanet and will not be available for other corporate purposes upon repayment of amounts
borrowed under that facility. On May 31, 2017, the Company borrowed $325,000,000 under the Delayed-Draw Facility to finance the acquisition of
IronPlanet. The Delayed-Draw Facility amortizes in equal quarterly installments in an annual amount of 5% for the first two years and 10% in the third
through fifth years, with the balance payable at maturity. Upon the closing of the acquisition the Syndicated Facilities became secured by the assets of the
Company and certain of its subsidiaries in Canada and the United States. The Syndicated Facilities may become unsecured again, subject to the Company
meeting specified credit rating or leverage ratio conditions.
The Company has incurred debt issue costs of $9,682,000 in connection with the Syndicated Facilities, of which $4,731,000 was allocated to the
Multicurrency Facilities and $4,951,000 was allocated to the Delayed-Draw Facility. As the former allocation is not related to specific draws, the costs have
been capitalized as other non-current assets and are being amortized over the term of the Syndicated Facilities. For the later allocation, the costs have been
capitalized and reduce the carrying value of the delayed draw term loans to which they relate. At December 31, 2017, the Company had unamortized deferred
debt issue costs relating to the Multicurrency Facilities of $3,768,000 (December 31, 2016: $6,182,000 relating to the Syndicated Facilities) and unamortized
deferred debt issue costs of $4,134,000 relating to the delayed draw term loans.
On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15,
2025 (the “Notes”). Interest on the Notes is payable semi-annually. The proceeds from the offering were held in escrow until completion of the acquisition of
IronPlanet. On May 31, 2017, the funds were released from escrow to finance the acquisition of IronPlanet. The Notes are jointly and severally guaranteed on
an unsecured basis, subject to certain exceptions, by each of the Company’s subsidiaries that is a borrower or guarantees indebtedness under the Credit
Agreement. IronPlanet and certain of its subsidiaries were added as additional guarantors in connection with the acquisition of IronPlanet.
The Company has incurred debt issue costs of $13,945,000 in connection with the offering of the Notes. At December 31, 2017, the Company had
unamortized deferred debt issue costs relating to the Notes of $12,661,000 (December 31, 2016: $4,220,000)
Short-term debt at December 31, 2017 is comprised of drawings in different currencies on the Company’s committed revolving credit facilities and have a
weighted average interest rate of 2.7% (December 31, 2016: 2.2%).
As at December 31, 2017, principal repayments for the remaining period to the contractual maturity dates are as follows:
2018
2019
2020
2021
2022
Thereafter
Face value
16,907
25,360
33,814
253,606
-
500,000
829,687
$
$
As at December 31, 2017, the Company had available committed revolving credit facilities aggregating $646,991,000 of which $637,806,000 is available until
October 27, 2021.
Ritchie Bros.
126
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
26. Other non-current liabilities
As at December 31,
Tax payable (note 8)
Finance lease obligation - non-current
Share unit liabilities
Other non-current liabilities
27. Equity and dividends
Share capital
Preferred stock
$
$
2017
25,958
7,875
2,865
10,075
46,773
$
$
2016
19,262
3,284
4,243
11,299
38,088
Unlimited number of senior preferred shares, without par value, issuable in series.
Unlimited number of junior preferred shares, without par value, issuable in series.
All issued shares are fully paid. No preferred shares have been issued.
Share repurchase
In the year ended December 31, 2017, there were no common shares repurchased. In 2016 1,460,000 common shares were repurchased at a weighted average
(“WA”) share price of $25.16 per common share. The repurchased shares were cancelled on March 15, 2016.
Dividends
Declared and paid
The Company declared and paid the following dividends during the years ended December 31, 2017, 2016, and 2015:
Declaration date
Dividend per
share
Record date
Total
dividends
January 23, 2017 $
May 4, 2017
August 4, 2017
November 8, 2017
January 15, 2016 $
May 9, 2016
August 5, 2016
November 8, 2016
January 12, 2015 $
May 7, 2015
August 6, 2015
November 5, 2015
0.1700
0.1700
0.1700
0.1700
0.1600
0.1600
0.1700
0.1700
0.1400
0.1400
0.1600
0.1600
February 10, 2017 $
May 23, 2017
August 25, 2017
November 29, 2017
February 12, 2016 $
May 24, 2016
September 2, 2016
November 28, 2016
February 13, 2015 $
May 29, 2015
September 4, 2015
November 27, 2015
18,160
18,188
18,210
18,227
17,154
17,022
18,127
18,156
15,089
14,955
17,147
17,149
Year ended December 31, 2017:
Fourth quarter 2016
First quarter 2017
Second quarter 2017
Third quarter 2017
Year ended December 31, 2016:
Fourth quarter 2015
First quarter 2016
Second quarter 2016
Third quarter 2016
Year ended December 31, 2015:
Fourth quarter 2014
First quarter 2015
Second quarter 2015
Third quarter 2015
Ritchie Bros.
Payment date
March 3, 2017
June 13, 2017
September 15, 2017
December 20, 2017
March 4, 2016
June 14, 2016
September 23, 2016
December 19, 2016
March 6, 2015
June 19, 2015
September 25, 2015
December 18, 2015
127
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
27. Equity and dividends (continued)
Declared and undistributed
In addition to the above dividends, since the end of the year the Directors have recommended the payment of a final dividend of $0.17 cents per common
share, accumulating to a total dividend of $18,246,000. The aggregate amount of the proposed final dividend is expected to be paid out of retained earnings on
March 9, 2018 to stockholders of record on February 16, 2018. This dividend payable has not been recognized as a liability in the financial statements. The
payment of this dividend will not have any tax consequence for the Company.
28. Share-based payments
Share-based payments consist of the following compensation costs:
Year ended December 31,
Stock option compensation expense:
SG&A expenses
Acquisition-related costs
Share unit expense:
Equity-classified share units
Liability-classified share units
Employee share purchase plan -
employer contributions
$
2017
8,948
4,752
3,529
670
2016
5,507
-
$
1,981
10,512
1,813
19,712
$
1,597
19,597
$
2015
4,001
-
-
5,673
1,332
11,006
$
$
Share unit expense and employer contributions to the employee share purchase plan are recognized in SG&A expenses.
Stock option plans
The Company has three stock option plans that provide for the award of stock options to selected employees, directors and officers of the Company: a)
Amended and Restated Stock Option Plan, b) IronPlanet 1999 Stock Plan, and c) IronPlanet 2015 Stock Plan. The IronPlanet 1999 Stock Plan and IronPlanet
2015 Stock Plan were assumed by the Company as part of the acquisition of IronPlanet (note 32).
Stock options are granted with an exercise price equal to the fair market value of the Company‘s common shares at the grant date, with vesting periods
ranging from immediate to five years and terms not exceeding 10 years. At December 31, 2017, there were 3,402,481 (December 31, 2016: 4,202,631) shares
authorized and available for grants of options under the stock option plans.
Ritchie Bros.
128
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
28. Share-based payments (continued)
Stock option plans (continued)
Stock option activity for the years ended December 31, 2017, 2016, and 2015 is presented below:
Outstanding, December 31, 2014
Granted
Exercised
Forfeited
Outstanding, December 31, 2015
Granted
Exercised
Forfeited
Outstanding, December 31, 2016
Granted
Assumed in acquisition (note 32)
Exercised
Forfeited
Outstanding, December 31, 2017
Exercisable, December 31, 2017
Common
shares under
option
3,897,791
880,706
(1,412,535)
(89,884)
3,276,078
1,268,101
(1,081,531)
(95,934)
3,366,714
970,947
737,358
(444,571)
(170,704)
4,459,744
1,918,220
$
$
$
WA
exercise
price
22.09
25.50
21.11
23.10
23.40
24.34
22.50
24.32
24.02
31.07
14.26
22.35
19.38
24.29
23.02
WA
remaining
contractual
life (in years)
Aggregate
intrinsic
value
$
$
$
$
$
7.5
6.2
9,426
9,380
3,762
17,649
10,894
The options outstanding at December 31, 2017 expire on dates ranging to November 16, 2027. The WA share price of options exercised during the year ended
December 31, 2017 was $30.81 (2016: $31.18; 2015: $27.78). The WA grant date fair value of options granted during the year ended December 31, 2017 was
$7.22 per option (2016: $4.72; 2015: $5.39).
The compensation expense arising from option grants is amortized over the relevant vesting periods of the underlying options. As at December 31, 2017, the
unrecognized stock-based compensation cost related to the non-vested stock options was $6,610,000, which is expected to be recognized over a weighted
average period of 2.2 years. Cash received from stock-based award exercises for the year ended December 31, 2017 was $9,935,000 (2016: $24,338,000;
2015: $29,816,000). The actual tax benefit realized for the tax deductions from option exercise of the share based payment arrangements totaled $1,017,000
for the year ended December 31, 2017 (2016: $1,464,000; 2015: $1,150,000).
Ritchie Bros.
129
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
28. Share-based payments (continued)
Stock option plans (continued)
The fair value of the stock option grants was estimated on the date of the grant using the Black-Scholes option pricing model. The significant assumptions
used to estimate the fair value of stock options granted during the years ended December 31, 2017, 2016, and 2015 are presented in the following table on a
weighted average basis:
Year ended December 31,
Risk free interest rate
Expected dividend yield
Expected lives of the stock options
Expected volatility
2017
2.0%
2.15%
5 years
27.8%
2016
1.2%
2.66%
5 years
26.5%
2015
1.8%
2.18%
5 years
26.4%
The fair value of the assumed stock options is estimated on the IronPlanet acquisition date using the Black-Scholes option pricing model. The weighted
average fair value of the assumed options was $16.93. The significant assumptions used to estimate the fair value of these assumed stock options are presented
in the following table on a weighted average basis:
Year ended December 31,
Risk free interest rate
Expected dividend yield
Expected lives of the stock options
Expected volatility
Ritchie Bros.
2017
0.8%
2.19%
0.4 years
32.1%
130
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
28. Share-based payments (continued)
Share unit plans
Share unit activity for the years ended December 31, 2017, 2016, and 2015 is presented below:
Equity-classified awards
PSUs
RSUs
PSUs (1)
Liability-classified awards
RSUs
DSUs
WA grant
date fair
value
Number
WA grant
date fair
value
Number
$
$
-
-
-
-
-
7,714
257,934
-
(21,680)
-
-
-
-
-
31.40
27.34
-
27.43
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
WA grant
date fair
value
23.38
24.57
22.22
23.23
24.03
23.32
23.86
23.08
22.75
$
$
Number
238,573
218,699
(6,870)
(28,817)
421,585
257,117
(257,934)
(68,683)
(40,756)
WA grant
date fair
value
22.32
26.38
22.53
21.56
22.70
29.33
-
22.23
22.68
$
$
Number
403,587
20,528
(28,887)
(62,274)
332,954
4,543
-
(162,306)
(15,182)
WA grant
date fair
value
22.33
26.07
22.34
-
24.21
29.41
-
25.28
-
$
$
Number
42,289
29,072
(13,365)
-
57,996
17,371
-
(1,847)
-
243,968
136,073
$
27.48
30.28
-
125,152
$
-
26.93
311,329
98,775
$
23.96
31.21
160,009
878
$
23.37
32.30
73,520
19,967
$
25.41
29.67
81,533
(27,326)
-
24.47
26.82
-
-
-
-
-
-
-
(81,533)
(49,873)
(19,457)
24.66
23.64
26.39
-
(156,221)
-
-
23.33
-
-
-
-
-
-
-
434,248
$
27.83
125,152
$
26.93
259,241
$
26.38
4,666
$
26.42
93,487
$
26.32
Outstanding,
December 31,
2014
Granted
Vested and settled
Forfeited
Outstanding,
December 31,
2015
Granted
Transferred to
(from) equity
awards on
modification
Vested and settled
Forfeited
Outstanding,
December 31,
2016
Granted
Transferred to
(from) equity
awards on
modification
Vested and settled
Forfeited
Outstanding,
December 31,
2017
(1) Liability-classified PSUs include PSUs awarded under the employee PSU plan and the previous 2013 PSU plan, in place prior to 2015, that are cash-
settled and not subject to market vesting conditions.
The total market value of share units vested and released during the year ended December 31, 2017 was $6,521,000 (2016: $4,463,000; 2015: $1,253,000). As
at December 31, 2017, the Company had a total share unit liability of $8,274,000 (December 31, 2016: $14,665,000) in respect of share units under the PSU,
RSU, and DSU plans described herein. The compensation expense arising from share unit grants is amortized over the relevant vesting periods of the
underlying units.
Senior executive and employee PSU plans
The Company grants PSUs under a senior executive PSU plan and an employee PSU plan (the “PSU Plans”). Under the PSU Plans, the number of PSUs that
vest is conditional upon specified market, service, and performance vesting conditions being met.
The market vesting condition is based on the relative performance of the Company’s share price in comparison to the performance of a pre-determined
portfolio of other companies’ share prices. The non-market vesting conditions are based on the achievement of specific performance measures and can result
in participants earning between 0% and 200% of the target number of PSUs granted.
Ritchie Bros.
131
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
28. Share-based payments (continued)
Share unit plans (continued)
Senior executive and employee PSU plans (continued)
Prior to May 2, 2016, the Company was only able to settle the PSU awards under the PSU Plans in cash, and as such, both new plans were classified as
liability awards. On May 2, 2016 (the “modification date”), the shareholders approved amendments to the PSU Plans, allowing the Company to choose
whether to settle the awards in cash or in shares. With respect to settling in shares, the Company has the option to either (i) arrange for the purchase shares on
the open market on the employee’s behalf based on the cash value that otherwise would be delivered, or (ii) to issue a number of shares equal to the number of
units that vest.
Under the first option, the shareholders authorized an unlimited number of open-market purchases of common shares for settlement of the PSUs. Under the
second option, the shareholders authorized 1,000,000 shares to be issued for settlement of the PSUs.
On the modification date, the employee PSU plan remained classified as a liability and the senior executive PSU plan awards were reclassified to equity
awards, based on the Company’s settlement intentions for each plan which remain unchanged at December 31, 2017. The fair value of the senior executive
awards outstanding on the modification date was $27.34. The share unit liability, representing the portion of the fair value attributable to past service, was
$2,105,000, which was reclassified to equity on that date. No incremental compensation was recognized as a result of the modification. Unrecognized
compensation expense based on the fair value of the senior executive PSU awards on the modification date will be amortized over the remaining service
period.
Because the PSUs awarded under the PSU Plans are contingently redeemable in cash in the event of death of the participant, on the modification date, the
Company reclassified $2,175,000 to temporary equity, representing the portion of the contingent redemption amount of the senior executive PSU awards as if
redeemable on May 2, 2016, to the extent attributable to prior service.
PSUs awarded under the PSU Plans are subject to market vesting conditions. The fair value of the liability-classified PSUs awarded under the employee PSU
plan is estimated on the date of grant and at each reporting date using a binomial model.
The significant assumptions used to estimate the fair value of the liability-classified PSUs awarded under the employee PSU plan during 2017 and 2016 are
presented in the following table on a weighted average basis:
Year ended December 31,
Risk free interest rate
Expected dividend yield
Expected lives of the PSUs
Expected volatility
Average expected volatility of comparable companies
2017
1.5%
2.01%
3 years
28.9%
33.4%
2016
1.2%
2.40%
3 years
29.7%
37.0%
2015
1.3%
2.17%
3 years
24.4%
32.8%
Risk free interest rate is estimated using Bloomberg’s United States dollar Swap Rate as of the valuation date. Expected dividend yield assumes a continuation
of the most recent quarterly dividend payments. Given the limited historical information available for the PSUs, the Company estimated the expected life of
PSUs with reference to the expected life of stock options. Stock options have five-year expected lives, whereas PSUs vest after three years. As such, the
Company estimates the expected life of the PSUs to equal the three-year vesting period. Expected volatility is estimated from Bloomberg’s volatility surface
of the common shares as of the valuation date. The unrecognized share unit expense related to liability-classified PSUs was $3,163,000, which is expected to
be recognized over a weighted average period of 1.6 years.
Ritchie Bros.
132
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
28. Share-based payments (continued)
Share unit plans (continued)
Senior executive and employee PSU plans (continued)
The fair value of the equity-classified PSUs awarded under the senior executive PSU plan is estimated on modification date and on the date of grant using a
binomial model. The significant assumptions used to estimate the fair value of the equity-classified PSUs awarded under the senior executive PSU plan during
2017 and 2016 are presented in the following table on a weighted average basis:
Year ended December 31,
Risk free interest rate
Expected dividend yield
Expected lives of the PSUs
Expected volatility
Average expected volatility of comparable companies
2017
1.4%
1.92%
3 years
28.2%
37.0%
2016
1.2%
2.50%
3 years
29.9%
37.0%
As at December 31, 2017, the unrecognized share unit expense related to equity-classified PSUs was $5,280,000, which is expected to be recognized over a
weighted average period of 1.7 years.
Sign-on grant PSUs
On August 11, 2014, the Company awarded 102,375 one-time sign-on grant PSUs (the “SOG PSUs”). The SOG PSUs were cash-settled and subject to market
vesting conditions related to the Company’s share performance over rolling two, three, four, and five-year periods.
Prior to May 1, 2017, the Company was only able to settle the SOG PSU award in cash, and as such, the plan was classified as a liability award. On May 1,
2017 (the “SOG modification date”), the shareholders approved amendments to the SOG PSU grant, allowing the Company to choose whether to settle the
award in cash or in shares. With respect to settling in shares, the new settlement options allow the Company to issue a number of shares equal to the number
of units that vest. The shareholders authorized 150,000 shares to be issued for settlement of the PSUs.
On the SOG modification date, the SOG PSU award was reclassified to equity award, based on the Company’s settlement intentions. The weighted average
fair value of the SOG PSU award outstanding on the modification date was $24.47. The share unit liability, representing the portion of the fair value
attributable to past service, was $1,421,000, which was reclassified to equity on that date. No incremental compensation was recognized as a result of the
modification. Unrecognized compensation expense based on the fair value of the SOG PSU award on the modification date will be amortized over the
remaining service period.
Because the PSUs awarded under the new plans are contingently redeemable in cash in the event of death of the participant, on the SOG modification date, the
Company reclassified $1,803,000 to temporary equity, representing the portion of the contingent redemption amount of the SOG PSUs as if redeemable on
May 1, 2017, to the extent attributable to prior service.
Ritchie Bros.
133
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
28. Share-based payments (continued)
Share unit plans (continued)
Sign-on grant PSUs (continued)
The fair value of the equity-classified SOG PSUs is estimated on SOG modification date and on the date of grant using a binomial model. The significant
assumptions used to estimate the fair value of the equity-classified PSUs for the year ended December 31, 2017 are presented in the following table on a
weighted average basis:
Year ended December 31,
Risk free interest rate
Expected dividend yield
Expected lives of the PSU
Expected volatility
RSUs and DSUs
2017
1.6%
2.54%
4 years
28.6%
The Company has RSU and DSU plans that were cash-settled and not subject to market vesting conditions.
Prior to November 8, 2017, the Company was only able to settle the RSU awards in cash, and as such, the RSUs were classified as liability awards, which are
fair valued on grant date and at each reporting date using the 20-day volume weighted average price of the Company’s common shares listed on the New York
Stock Exchange. On November 8, 2017 (the “RSU modification date”), the Board of Directors approved amendments to the RSU plans, allowing the
Company to choose whether to settle the awards in cash or in shares for new RSUs granted after the RSU modification date. With respect to settling in shares,
the Company has the option to either (i) arrange for the purchase shares on the open market on the employee’s behalf based on the cash value that otherwise
would be delivered, or (ii) to issue a number of shares equal to the number of units that vest, net of any applicable withholding, if any. The Company has
registered 300,000 shares to be issued for settlement of the RSUs which will be proposed for shareholder approval at the next annual general meeting. As at
December 31, 2017, the unrecognized share unit expense related to equity-classified RSUs was $2,980,000, which is expected to be recognized over a
weighted average period of 2.9 years, and the unrecognized share unit expense related to liability-classified RSUs was $37,000, which is expected to be
recognized over a weighted average period of 0.8 years.
Fair values of DSUs are estimated on grant date and at each reporting date using the 20-day volume weighted average price of the Company’s common shares
listed on the New York Stock Exchange. DSUs are granted under the DSU plan to members of the Board of Directors. There is no unrecognized share unit
expense related to liability-classified DSUs as they vest immediately and are expensed upon grant.
Employee share purchase plan
The Company has an employee share purchase plan that allows all employees that have completed one year of service to contribute funds to purchase
common shares at the current market value at the time of share purchase. Employees may contribute up to 4% of their salary. The Company will match
between 50% and 100% of the employee‘s contributions, depending on the employee‘s length of service with the Company.
Ritchie Bros.
134
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
29. Commitments
Commitments for expenditures
As at December 31, 2017, the Company had committed to, but not yet incurred, $1,612,000 in capital expenditures for property, plant and equipment and
intangible assets (December 31, 2016: $3,197,000).
Operating lease commitments – the Company as lessee
The Company has entered into commercial leases for various auction sites and offices located in North America, Central America, Europe, the Middle East
and Asia. The majority of these leases are non-cancellable. The Company also has further operating leases for computer equipment, certain motor vehicles and
small office equipment where it is not in the best interest of the Company to purchase these assets.
The majority of the Company‘s operating leases have a fixed term with a remaining life between one month and 20 years with renewal options included in the
contracts. The leases have varying contract terms, escalation clauses and renewal rights. There are no restrictions placed upon the lessee by entering into these
leases, other than restrictions on use of property, sub-letting and alterations. In certain leases there are options to purchase; if the intention to take this option
changes subsequent to the commencement of the lease, the Company re-assesses the classification of the lease as operating.
The future aggregate minimum lease payments under non-cancellable operating leases, excluding reimbursed costs to the lessor, are as follows:
2018
2019
2020
2021
2022
Thereafter
$
$
14,763
12,309
9,604
7,422
5,838
47,818
97,754
As at December 31, 2017, the total future minimum sublease payments expected to be received under non-cancellable subleases is $1,936,000 (2016:
$577,000; 2015 $1,077,000). The lease expenditure charged to earnings during the year ended December 31, 2017 was $21,956,000 (2016: $20,075,000;
2015: $17,367,000).
Capital lease commitments – the Company as lessee
The Company has entered into capital lease arrangements for computer and yard equipment. The majority of the leases have a fixed term with a remaining life
of one month to four years with renewal options included in the contracts. In certain of these leases, the Company has the option to purchase the leased asset at
fair market value or a stated residual value at the end of the lease term.
Ritchie Bros.
135
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
29. Commitments (continued)
Capital lease commitments – the Company as lessee (continued)
As at December 31, 2017, the net carrying amount of computer and yard equipment under capital leases is $10,692,000 (December 31, 2016: $3,968,000), and
is included in the total property, plant and equipment as disclosed on the consolidated balance sheets.
The future aggregate minimum lease payments under non-cancellable finance leases are as follows:
2018
2019
2020
2021
2022
Thereafter
Assets recorded under capital leases are as follows:
As at December 31, 2017
Computer equipment
Yard and auto equipment
As at December 31, 2016
Computer equipment
Yard and auto equipment
30. Contingencies
Legal and other claims
$
$
Cost
8,699
6,493
15,192
Cost
8,511
589
9,100
$
$
$
$
Accumulated
depreciation
(3,604) $
(896)
(4,500) $
Accumulated
depreciation
(4,990) $
(142)
(5,132) $
$
$
$
$
3,463
3,371
2,407
1,469
595
-
11,305
Net book
value
5,095
5,597
10,692
Net book
value
3,521
447
3,968
The Company is subject to legal and other claims that arise in the ordinary course of its business. Management does not believe that the results of these claims
will have a material effect on the Company’s consolidated balance sheet or consolidated income statement.
Guarantee contracts
In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at
auction of that consignor’s equipment.
At December 31, 2017 there were $12,319,000 of government assets guaranteed under contract, of which 100% is expected to be sold prior to the end of
December 31, 2018 (December 31, 2016: $nil).
Ritchie Bros.
136
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
30. Contingencies (continued)
At December 31, 2017 there were $11,756,000 of industrial assets guaranteed under contract, of which 100% is expected to be sold prior to the end of April
2018 (December 31, 2016: $3,813,000 of which 100% was expected to be sold prior to the end of March 2017).
At December 31, 2017 there were $6,873,000 of agricultural assets guaranteed under contract, of which 100% is expected to be sold prior to the end of April
2018 (December 31, 2016: $11,415,000 of which 100% was expected to be sold prior to the end of July 2017).
The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.
31. Selected quarterly financial data (unaudited)
The following is a summary of selected quarterly financial information (unaudited):
$
$
$
$
$
$
Revenues
124,499
166,186
141,047
178,785
Revenues
131,945
158,805
128,876
146,769
Revenues
115,618
155,477
109,318
135,462
Operating
income
23,597
26,888
16,931
40,038
Operating
income
39,174
53,635
2,285
40,628
Operating
income
33,019
62,795
28,602
50,424
$
$
$
Net
income
10,433
17,713
10,323
36,837
Net
income
(loss)
29,994
40,591
(5,000)
27,927
Net
income
24,110
45,846
21,247
47,372
$
$
$
2017
First quarter
Second quarter
Third quarter
Fourth quarter
2016
First quarter
Second quarter
Third quarter
Fourth quarter
2015
First quarter
Second quarter
Third quarter
Fourth quarter
Ritchie Bros.
Attributable to stockholders
Net
income
10,377
17,635
10,261
36,754
$
Earnings per share
$
Basic
0.10
0.16
0.10
0.34
Diluted
0.10
0.16
0.09
0.34
Attributable to stockholders
Earnings (loss) per share
Net income
(loss)
29,406
39,710
(5,137)
27,853
$
$
Basic
0.28
0.37
(0.05)
0.26
Attributable to stockholders
Net
income
23,777
45,083
20,825
46,529
$
Earnings per share
$
Basic
0.22
0.42
0.19
0.43
Diluted
0.27
0.37
(0.05)
0.26
Diluted
0.22
0.42
0.19
0.43
137
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations
(a) IronPlanet acquisition
On May 31, 2017 (the “IronPlanet Acquisition Date”), the Company acquired 100% of the issued and outstanding shares of IronPlanet for a total fair value
consideration of $776,474,000. On the acquisition date, cash consideration of $772,706,000 was paid to the former shareholders, vested option holders and
warrant holders of IronPlanet. In addition to the cash consideration, non-cash consideration of $2,330,000 was issued attributable to the assumption of
outstanding IronPlanet options, $1,771,000 was paid in cash related to customary closing adjustments, and $333,000 was related to settlement of
intercompany payable transactions.
A summary of the net cash flows and purchase price are detailed below:
Cash consideration paid to former equity holders
Settlement of IronPlanet's debt
Settlement of IronPlanet's transaction costs
Cash consideration paid on closing
Cash consideration paid related to closing adjustments
Less: cash and cash equivalents acquired
Less: restricted cash acquired
Acquisition of IronPlanet, net of cash acquired
Cash consideration paid on closing
Replacement stock option awards attributable to pre- combination services
Stock option compensation expense from accelerated vesting of awards attributable to post-combination services
Cash consideration paid relating to closing adjustments
Settlement of pre-existing intercompany balances
Purchase price
May 31, 2017
723,810
36,313
12,583
772,706
1,771
(95,626)
(3,000)
675,851
772,706
4,926
(2,596)
1,771
(333)
776,474
$
$
$
$
As part of the acquisition of IronPlanet, the Company assumed IronPlanet’s existing 1999 Stock Plan and 2015 Stock Plan, under the same terms and
conditions. The fair value of IronPlanet’s stock options at the date of acquisition was determined using the Black-Scholes pricing model. Of the total fair
value, $51,678,000 has been attributed as pre-combination service and included as part of the total acquisition consideration. The post-combination attribution
of $10,154,000 is made up of two components, 1) $4,752,000 related to acceleration of options upon closing of the transaction, which was immediately
recognized in acquisition-related costs, and 2) $5,402,000 related to the remaining unvested options, which will be recognized as compensation expense over
the vesting period.
IronPlanet is a leading online marketplace for selling and buying used equipment and other durable assets and an innovative participant in the multi–billion
dollar used equipment market. The acquisition expands the breadth and depth of equipment disposition and management solutions the Company can offer its
customers.
The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their
estimated fair values at the IronPlanet Acquisition Date. Goodwill of $568,561,000 was calculated as the fair value of consideration over the estimated fair
value of the net assets acquired.
Ritchie Bros.
138
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations (continued)
(a) IronPlanet acquisition (continued)
IronPlanet provisional purchase price allocation
Purchase price
Assets acquired:
Cash and cash equivalents
Restricted cash
Trade and other receivables
Inventory
Advances against auction contracts
Prepaid expenses and deposits
Income taxes receivable
Property, plant and equipment
Other non-current assets
Deferred tax assets
Intangible assets ~
Liabilities assumed:
Auction proceeds payable
Trade and other payables
Deferred tax liabilities
Fair value of identifiable net assets acquired
Goodwill acquired on acquisition
May 31, 2017
776,474
95,626
3,000
13,021
600
4,623
1,645
55
2,381
2,551
1,497
188,000
63,616
14,511
26,959
207,913
568,561
$
$
$
~
Intangible assets consist of indefinite-lived trade names and trademarks, customer relationships with estimated useful lives of ranging from six to 13
years, and a technology platform with an estimated useful life of 7 years.
The amounts included in the IronPlanet provisional purchase price allocation are preliminary in nature and are subject to adjustment as additional information
is obtained about the facts and circumstances that existed as of the IronPlanet Acquisition Date. The final determination of the fair values of certain assets and
liabilities will be completed within the measurement period of up to one year from the IronPlanet Acquisition Date, and is dependent upon finalization of
income tax liabilities. Adjustments to the preliminary values during the measurement period will be recorded in the operating results of the reporting period in
which the adjustments are determined. Changes to the amounts recorded as assets and liabilities will result in a corresponding adjustment to goodwill.
During the period from May 31, 2017 to December 31, 2017, the Company made a revision to certain preliminary estimated fair values of assets acquired and
liabilities assumed. A measurement period adjustment between inventory and prepaid expenses was made to revise the classification of certain assets. In
addition, a measurement period adjustment for income tax assets and liabilities was made based on the Company’s revised analysis of the income tax liability
expected to be settled or realized, which resulted in an increase to goodwill in the amount of $1,151,000.
Ritchie Bros.
139
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations (continued)
(a) IronPlanet acquisition (continued)
Goodwill
The main drivers generating goodwill are the anticipated synergies from (1) the Company's auction expertise and transactional capabilities to IronPlanet's
existing customer base, (2) IronPlanet providing existing technology to the Company's current customer base, and (3) future growth from international
expansion and new Caterpillar dealers. Other factors generating goodwill include the acquisition of IronPlanet's assembled work force and their associated
technical expertise.
Contributed revenue and net income
The results of IronPlanet’s operations are included in these consolidated financial statements from the IronPlanet Acquisition Date. IronPlanet contributed
revenues of $65,641,000 and net income of $12,413,000 to the Company’s revenues and net income during the year ended December 31, 2017. IronPlanet’s
contributed net income includes charges related to amortization of intangible assets acquired.
The following table includes the unaudited condensed pro forma financial information that presents the combined results of operations as if the transactions
relating to the IronPlanet acquisition and the financing required to fund the acquisition had occurred on January 1, 2016. These transactions include
adjustments in each applicable period presented for recurring charges related to amortization of intangible assets acquired, interest expense related to the
acquisition financing, changes in fair value of convertible preferred stock warrant liability, certain stock option compensation expenses, and taxes, as well as
adjustments to the diluted weighted average number of shares outstanding. In addition, these transactions also include pre-tax adjustments related to non-
recurring charges totalling $55,239,000 incurred between the third quarter of 2016 and the second quarter of 2017 that were presented as if the transactions
occurred on January 1, 2016. The non-recurring transactions include certain acquisition-related and financing costs, stock option compensation expenses, and
severance costs, together with the related income tax recovery.
The unaudited pro forma condensed combined financial information does not purport to represent what the Company’s results of operations or financial
condition would have been had the IronPlanet acquisition and related transactions occurred on the dates indicated, and it does not purport to project the
Company’s results of operations or financial condition for any future period or as of any future date.
Year ended December 31,
Revenue
Net income
Basic earnings per share
Diluted earnings per share
$
$
2017
659,861
94,244
0.88
0.87
2016
676,234
24,179
0.21
0.21
The unaudited pro forma net loss for the year ended December 31, 2016 includes an impairment loss on the EquipmentOne reporting unit goodwill of
$23,574,000 and an impairment loss on the EquipmentOne reporting unit customer relationships of $4,669,000.
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $34,653,000 for legal fees, stock option compensation expense, and other acquisition-related costs are included in the consolidated income
statement for the year ended December 31, 2017 (2016: $8,202,000).
Ritchie Bros.
140
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations (continued)
(b) Kramer acquisition
On November 15, 2016 (the “Kramer Acquisition Date”), the Company purchased the assets of Kramer Auctions Ltd. for cash consideration of Canadian
dollar 15,300,000 ($11,361,000) comprised of Canadian dollar 15,000,000 ($11,138,000) paid at acquisition date and Canadian dollar 300,000 ($223,000)
deferred payments over three years. In addition to cash consideration, consideration of up to Canadian dollar 2,500,000 ($1,856,000) is contingent on Kramer
achieving certain operating performance targets over the three-year period following acquisition. Kramer is a leading Canadian agricultural auction company
with strong customer relationships in central Canada. This acquisition is expected to strengthen Ritchie Bros.’ penetration of Canada’s agricultural sector and
add key talent to our Canadian Agricultural sales and operations team.
The acquisition was accounted for in accordance with ASC 805 Business Combinations. The assets acquired were recorded at their estimated fair values at the
Kramer Acquisition Date. Goodwill of $6,822,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired.
Kramer purchase price allocation
Purchase price
Deferred purchase note consideration
Fair value of contingent consideration
Total fair value at Kramer Acquisition Date
Assets acquired:
Property, plant and equipment
Intangible assets ~
Fair value of identifiable net assets acquired
Goodwill acquired on acquisition
November 15, 2016
11,138
$
223
538
11,899
$
$
399
4,678
5,077
6,822
~ Consists of customer relationships and trade names with estimated useful lives of 10 and three years, respectively.
Assets acquired
At the date of acquisition, the Company determined the fair value of the assets acquired using appropriate valuation techniques.
Goodwill
Kramer is a highly complementary business that will broaden the Company’s base in the agriculture sector in Canada, one of the main drivers generating
goodwill.
Contingent consideration
At the date of acquisition, the maximum contingent consideration of Canadian dollar 2,500,000 ($1,856,000) was fair valued at Canadian dollar 725,000
($538,000). The contingent consideration is based on the cumulative revenue growth during a three-year period ending November 15, 2019. The liability is
remeasured on each reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the
remainder of the performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable.
At December 31, 2017, the Company did not recognize a liability as the estimated fair value of the contingent consideration was nil (December 31, 2016:
Canadian dollar 725,000 ($538,000)). In the year ending December 31, 2017 the Company recognized other income of $620,000 (2016: nil) associated with
the change in fair value.
Ritchie Bros.
141
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations (continued)
(b) Kramer acquisition (continued)
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $507,000 for continuing employment costs and other acquisition-related costs are included in the consolidated income statement for the
year ended December 31, 2017 (2016: $192,000).
Employee compensation in exchange for continued services
The Company may pay an additional amount not exceeding Canadian dollar 1,000,000 ($743,000) over a three-year period based on the continuing
employment of four key leaders of Kramer with the Company. The Company paid Canadian dollar 333,000 ($261,000) in this regard during the year ended
December 31, 2017 (2016: nil).
(c) Petrowsky acquisition
On August 1, 2016 (the “Petrowsky Acquisition Date”), the Company acquired the assets of Petrowsky for cash consideration of $6,250,000. An additional
$750,000 was paid for the retention of certain key employees. In addition to cash consideration, consideration of up to $3,000,000 is contingent on Petrowsky
achieving certain revenue growth targets over the three-year period following acquisition. Based in North Franklin, Connecticut, Petrowsky caters largely to
equipment sellers in the construction and transportation industries. Petrowsky also serves customers selling assets in the underground utility, waste recycling,
marine, and commercial real estate industries. The business operates one permanent auction site, in North Franklin, which will continue to hold auctions, and
also specializes in off-site auctions held on the land of the consignor.
The acquisition was accounted for in accordance with ASC 805 Business Combinations. The assets acquired were recorded at their estimated fair values at the
Petrowsky Acquisition Date. Goodwill of $4,308,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired.
Petrowsky purchase price allocation
Purchase price
Fair value of contingent consideration
Total fair value at Petrowsky Acquisition Date
Assets acquired:
Property, plant and equipment
Intangible assets ~
Fair value of identifiable net assets acquired
Goodwill acquired on acquisition
August 1, 2016
6,250
1,433
7,683
441
2,934
3,375
4,308
$
$
$
~Consists of customer relationships with estimated useful lives of 10 years.
Assets acquired and liabilities assumed
At the date of the acquisition, the carrying amounts of the assets and liabilities acquired approximated their fair values, except customer relationships, whose
fair value was determined using appropriate valuation techniques.
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142
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations (continued)
(c) Petrowsky acquisition (continued)
Goodwill
Petrowsky is a highly complementary business that will broaden the Company’s base of equipment sellers, one of the main drivers generating goodwill.
Petrowsky’s sellers are primarily in the construction and transportation industries, which are also well aligned with the Company’s sector focus.
Contingent consideration
As part of the acquisition, contingent consideration of up to $3,000,000 is payable to Petrowsky if certain revenue growth targets are achieved. The contingent
consideration is based on the cumulative revenue growth during a three-year period ending July 31, 2019. The liability is remeasured on each reporting date at
its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the performance period.
Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. In the year ending December 31,
2017, the Company recognized other income of $1,457,000 (2016: nil) associated with the change in fair value. At December 31, 2017, the Company did not
recognize a liability as the estimated fair value of the contingent consideration was nil (December 31, 2016: $1,433,000).
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $653,000 for continuing employment and other acquisition-related costs are included in the consolidated income statement for the year
ended December 31, 2017 (2016: $604,000).
Transactions recognized separately from the acquisition of assets and assumptions of liabilities (continued)
Employee compensation in exchange for continued services
As noted above, $750,000 was paid on the Petrowsky Acquisition Date in exchange for the continuing services of certain key employees. In addition, the
Company may pay an amount not exceeding $1,000,000 over a three-year period, payable in equal annual installments, on the anniversary date of the
acquisition based on the founder of Petrowsky’s continuing employment with the Company. The Company paid $333,000 in this regard during the year ended
December 31, 2017 (2016: nil).
(d) Mascus acquisition
On February 19, 2016 (the “Mascus Acquisition Date”), the Company acquired 100% of the issued and outstanding shares of Mascus for cash consideration of
€26,553,000 ($29,580,000). In addition to cash consideration, consideration of up to €3,198,000 ($3,563,000), of which €1,215,000 ($1,302,000) has been
paid, is contingent on Mascus achieving certain operating performance targets over the three-year period following acquisition. Mascus is based in Amsterdam
and provides an online equipment listing service for used heavy machines and trucks. The acquisition expands the breadth and depth of equipment disposition
and management solutions the Company can offer its customers.
The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their
estimated fair values at the Mascus Acquisition Date. Goodwill of $19,664,000 was calculated as the fair value of consideration over the estimated fair value
of the net assets acquired.
Ritchie Bros.
143
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations (continued)
(d) Mascus acquisition (continued)
Mascus purchase price allocation
Purchase price
Fair value of contingent consideration
Non-controlling interests (1)
Total fair value at Mascus Acquisition Date
Fair value of assets acquired:
Cash and cash equivalents
Trade and other receivables
Prepaid expenses
Property, plant and equipment
Intangible assets (2)
Fair value of liabilities assumed:
Trade and other payables
Other non-current liabilities
Deferred tax liabilities
Fair value of identifiable net assets acquired
Goodwill acquired on acquisition
February 19, 2016
29,580
$
3,431
596
33,607
$
$
1,457
1,290
528
104
14,817
1,533
37
2,683
13,943
19,664
(1) The Company acquired 100% of Mascus and within the Mascus group of entities there were two subsidiaries that were not wholly-owned, one
domiciled in the United States and one domiciled in Denmark. As such, the Company acquired non-controlling interests. The fair value of each non-
controlling interest was determined using an income approach based on cash flows of the respective entities that were attributable to the non-
controlling interest. On May 27, 2016, Ritchie Bros. Holdings (America) Inc. acquired the remaining issued and outstanding shares of the Mascus
subsidiary domiciled in the United States for cash consideration of $226,000.
(2) Intangible assets consist of customer relationships with estimated useful lives of 17 years, indefinite-lived trade names, and software assets with
estimated useful lives of five years.
Goodwill
The main drivers generating goodwill are the anticipated synergies from (1) the Company's core auction expertise and transactional capabilities to Mascus'
existing customer base, and (2) Mascus' providing existing technology to the Company's current customer base. Other factors generating goodwill include the
acquisition of Mascus' assembled work force and their associated technical expertise.
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144
Notes to the Consolidated Financial Statements
(Tabular amounts expressed in thousands of United States dollars, except where noted)
32. Business combinations (continued)
(d) Mascus acquisition (continued)
Contingent consideration
At the date of acquisition, the maximum contingent consideration of €3,198,000 ($3,563,000) was fair valued at €3,080,000 ($3,431,000). The consideration
is contingent upon the achievement of certain operating performance targets during the three-year period following acquisition and is due in three instalments,
each occurring after the end of the respective 12-month performance period. During the year ended December 31, 2017 after having achieved certain first
performance period targets, the Company made the first instalment payment of €1,215,000 ($1,302,000). The remaining liability is remeasured on each
reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the
performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. At December
31,2017 the estimated fair value of the contingent consideration was €1,879,000 ($2,255,000) (December 31, 2016: €3,080,000 ($3,431,000)). During the year
ended December 31, 2017 the Company recognized €28,000 ($33,000) in other income associated with the change in fair value (2016: nil).
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $552,000 for continuing employments costs and other acquisition-related costs are included in the consolidated income statement for the
year ended December 31, 2017 (2016: $1,720,000).
Employee compensation in exchange for continued services
The Company may pay additional amounts not exceeding €1,625,000 ($1,849,000) over a three-year period ending February 19, 2019 based on key
employees’ continuing employment with Mascus. The Company paid €393,000 ($419,000) in this regard during the year ended December 31, 2017 (2016:
nil).
Ritchie Bros.
145
ITEM 9:
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A:
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Management of the Company, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have evaluated the effectiveness of the
Company’s disclosure controls and procedures as of the end of the period covered by this Form 10-K. The term “disclosure controls and procedures” means
controls and other procedures established by the Company that are designed to ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its
CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Based upon their evaluation of the Company’s disclosure controls and procedures, the CEO and the CFO concluded that the disclosure controls are effective
to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and are
effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the
SEC’s rules and forms.
The Company closed the IronPlanet Acquisition on May 31, 2017, and IronPlanet’s total assets and revenues constituted 41% and 11%, respectively, of the
Company’s consolidated total assets and revenues as shown on our consolidated financial statements as of and for the period ended December 31, 2017. As
the Acquisition occurred in the second quarter of 2017, we excluded the internal control over financial reporting of IronPlanet from the scope of our
assessment of the effectiveness of the Company’s disclosure controls and procedures. This exclusion is in accordance with the general guidance issued by the
Staff of the Securities and Exchange Commission that an assessment of a recently-acquired business may be omitted from our scope in the year of acquisition,
if specified conditions are satisfied.
The Company, including its CEO and CFO, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control
system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Management’s Annual Report on Internal Control Over Financial Reporting
In accordance with Item 308 of SEC Regulation S-K, management is required to provide an annual report regarding internal controls over our financial
reporting. This report, which includes management’s assessment of the effectiveness of our internal controls over financial reporting, is found below.
Ritchie Bros.
146
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company as defined in
Rule 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of
the Company’s CEO and CFO, overseen by the Company’s Board of Directors and implemented by the Company’s management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance
with U.S. generally accepted accounting principles, and the requirements of the SEC.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance
with policies and procedures may deteriorate.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017. In making this assessment,
management used the criteria described in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 Framework) (“COSO”). Based on its assessment under the framework in COSO, management has concluded that internal control over
financial reporting was effective as of December 31, 2017.
The Company closed the IronPlanet Acquisition on May 31, 2017, and IronPlanet’s total assets and revenues constituted 42% and 11% respectively, of the
Company’s consolidated total assets and revenues as shown on our consolidated financial statements as of and for the period ended December 31, 2017. As
the Acquisition occurred in the second quarter of 2017, we excluded the internal control over financial reporting of IronPlanet from the scope of our
assessment of the effectiveness of the Company’s internal control over financial reporting. This exclusion is in accordance with the general guidance issued by
the Staff of the Securities and Exchange Commission that an assessment of a recently-acquired business may be omitted from our scope in the year of
acquisition, if specified conditions are satisfied.
Attestation Report of Registered Public Accounting Firm
The attestation report required under this Item 9A is set forth below under the caption “Report of Independent Registered Public Accounting Firm.”
Changes in Internal Control over Financial Reporting
Management, with the participation of the CEO and CFO, concluded that there were no changes in the Company’s internal control over financial reporting
during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Ritchie Bros.
147
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Ritchie Bros. Auctioneers Incorporated
Opinion on Internal Control over Financial Reporting
We have audited Ritchie Bros. Auctioneers Incorporated (the “Company”) internal control over financial reporting as of December 31, 2017, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (the “COSO criteria”). In our opinion, Ritchie Bros. Auctioneers Incorporated maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2017, based on the COSO criteria.
As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting management’s assessment of and conclusion on
the effectiveness of internal control over financial reporting did not include the internal controls of IronPlanet which is included in the 2017 consolidated
financial statements of Ritchie Bros. Auctioneers Incorporated and constituted 42% of total assets as of December 31, 2017 and 11% of revenues for the year
then ended. Our audit of internal control over financial reporting of Ritchie Bros. Auctioneers Incorporated also did not include an evaluation of the internal
control over financial reporting of IronPlanet.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated
balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income and comprehensive income, changes in
equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and our report dated 26 February 2018
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility
is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
148
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Chartered Professional Accountants
Vancouver, Canada
February 26, 2018
149
ITEM 9B:
OTHER INFORMATION
Not applicable.
ITEM 10:
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information responsive to this Item is incorporated by reference to our definitive Proxy Statement for our 2018 Annual and Special Meeting of
Shareholders, to be filed within 120 days of December 31, 2017, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the
“2018 Proxy Statement”).
ITEM 11:
EXECUTIVE COMPENSATION
The information responsive to this Item is incorporated by reference to our 2018 Proxy Statement.
ITEM 12:
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information responsive to this Item is incorporated by reference to our 2018 Proxy Statement.
ITEM 13:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information responsive to this Item is incorporated by reference to our 2018 Proxy Statement.
ITEM 14:
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information responsive to this Item is incorporated by reference to our 2018 Proxy Statement.
Ritchie Bros.
150
ITEM 15:
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV
(a) Documents Filed with this Report:
1. FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Income Statements
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
2. FINANCIAL STATEMENT SCHEDULES
None.
3. EXHIBITS
82
83
84
85
86
87
88
The exhibits listed in (b) below are filed as part of this Annual Report on Form 10-K and incorporated herein by reference.
(b) Exhibits:
Exhibit
Number
2.1*
3.1
3.2
4.1
4.2
4.3
10.1#
10.2#
Document
Agreement and Plan of Merger, dated August 29, 2016, by and among the Company, Topaz Mergersub, Inc., IronPlanet, and Fortis Advisors
LLC (as representative of the indemnifying securityholders thereunder) (incorporated by reference to Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed on August 31, 2016)
Articles of Amalgamation and Amendments (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K filed on
February 25, 2016)
Amended and Restated By-law No. 1 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 6-K furnished on
February 27, 2015)
Shareholder Rights Plan Agreement dated as of February 22, 2007, between Ritchie Bros. Auctioneers Incorporated and Computershare
Investor Services, Inc., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on
February 25, 2016)
Amending Agreement dated April 5, 2007 between Ritchie Bros. Auctioneers Incorporated and Computershare Investor Services, Inc., as
Rights Agent (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Indenture, dated as of December 21, 2016, among the Company, the guarantors party thereto and US Bank National Association, as trustee,
relating to the Company’s 5.375% Senior Notes due 2025 (includes form of note) (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on December 21, 2016)
Amended and Restated Stock Option Plan, dated May 2, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q filed on August 8, 2016)
Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K filed on
February 25, 2016)
Ritchie Bros.
151
10.3#
10.4#
10.5#
10.6#
10.7#
10.8#
10.9#
10.10#
10.11#
10.12#
10.13#
10.14#
10.15#
10.16#
10.17#
10.18#
10.19#
10.20#
10.21#
Stock Option Agreement between Ritchie Bros. Auctioneers Incorporated and Ravichandra Saligram, dated August 11, 2014 (incorporated by
reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Amended and Restated Executive Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on
Form 10-K filed on February 25, 2016)
Non-Executive Director Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K
filed on February 25, 2016)
Amended and Restated Senior Executive Restricted Share Unit Plan (incorporated by reference to Exhibit 4.1 to the Company’s registration
statement on Form S-8 filed on November 9, 2017)
Form of Restricted Share Unit Grant Agreement for Amended and Restated Senior Executive Restricted Share Unit Plan
Form of Restricted Share Unit Special Grant Agreement for Amended and Restated Senior Executive Restricted Share Unit Plan
Amended and Restated Employee Restricted Share Unit Plan (incorporated by reference to Exhibit 4.2 to the Company’s registration
statement on Form S-8 filed on November 9, 2017)
Form of Restricted Share Unit Grant Agreement for Amended and Restated Employee Restricted Share Unit Plan
Amended and Restated Non-Executive Director Deferred Share Unit Plan
Performance Share Unit Plan (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on February
25, 2016)
Performance Share Unit Grant Agreement between Ritchie Bros. Auctioneers Incorporated and Ravichandra Saligram, dated August 11, 2014
(incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Amendment No. 1 to Grant Agreement and Amendment No. 1 to Performance Share Unit Plan, dated May 1, 2017 (incorporated by reference
to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2017)
Executive Nonqualified Excess Plan (United States 10/10 Program) (incorporated by reference to Exhibit 10.14 to the Company’s Annual
Report on Form 10-K filed on February 25, 2016)
Canada and All Non-United States Locations: 10/10 Compensation Arrangement (Canada 10/10 Program) (incorporated by reference to
Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Senior Executive Performance Share Unit Plan (March 2015) (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on
Form 10-K filed on February 25, 2016)
Form of Performance Share Unit Grant Agreement for Senior Executive Performance Share Unit Plan (March 2015) (incorporated by
reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employee Performance Share Unit Plan (March 2015) (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form
10-K filed on February 25, 2016)
Form of Performance Share Unit Grant Agreement for Employee Performance Share Unit Plan (March 2015) (incorporated by reference to
Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
1999 Employee Stock Purchase Plan (as amended December 14, 2017)
Ritchie Bros.
152
10.22#
10.23#
10.24#
10.25#
10.26#
10.27#
10.28#
10.29#
10.30#
10.31#
10.32#
10.33#
10.34
10.35
10.36
Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Ravichandra Saligram, dated June 16, 2014 (incorporated by
reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers (America) Inc. and Jim Barr, dated November 3, 2014 (incorporated by reference
to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers (America) Inc. and Karl Werner, dated January 1, 2015 (incorporated by
reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Todd Wohler, dated January 6, 2015 (incorporated by
reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Amendment to Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Todd Wohler, dated January 20, 2015
(incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Randy Wall, dated December 19, 2014 (incorporated by
reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers Incorporated and Kieran Holm, dated January 1, 2015 (incorporated by reference
to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Darren Watt, dated May 25, 2015 (incorporated by reference to
Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Sharon Driscoll, dated May 20, 2015 (incorporated by
reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Ramon Millan, dated November 19, 2015 (incorporated by
reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Form of Change of Control Agreement (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on
February 25, 2016)
Form of Indemnity Agreement (incorporated by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed on February
25, 2016)
Lease Agreement with Great-West Life Assurance Company and London Life Insurance Company dated August 12, 2008 (incorporated by
reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Development Agreement with Great-West Life Assurance Company and London Life Insurance Company dated August 12, 2008
(incorporated by reference to Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Pre-Handover Occupancy Rental Agreement and Amendment to Development Agreement with Great-West Life Assurance Company and
London Life Insurance Company dated November 25, 2009 (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on
Form 10-K filed on February 25, 2016)
Ritchie Bros.
153
10.37
10.38
10.39#
10.40#
10.41#
10.42**
10.43
10.44
10.45
10.46#
10.47#
10.48#
10.49#
10.50#
10.51#
Lease Modification Agreement with Great-West Life Assurance Company and London Life Insurance Company dated February 12, 2010
(incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed on February 25, 2016)
Lease Confirmation and Amendment to Development Agreement with Great-West Life Assurance Company and London Life Insurance
Company dated May 6, 2010 (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K filed on February
25, 2016)
Summary of Short-term Incentive Plan (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed on
February 25, 2016)
Amendment to Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Sharon Driscoll, dated February 26, 2016
(incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed on February 21, 2017)
Employment Agreement between Ritchie Bros. Auctioneers (Canada) Ltd. and Marianne Marck, dated February 29, 2016 (incorporated by
reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2016)
Strategic Alliance and Remarketing Agreement, entered into as of August 29, 2016, by and between the Company, IronPlanet, Inc. and
Caterpillar, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2016)
Amended and Restated Commitment Letter, dated September 16, 2016, from Goldman Sachs Bank USA and Royal Bank of Canada
(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2016)
Credit Agreement, dated as of October 27, 2016, by and among the Company, the other borrowers and guarantors party thereto, Bank of
America, N.A., as administrative agent, U.S. swing line lender and L/C issuer, Royal Bank of Canada, as Canadian swing line lender and L/C
issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on
November 4, 2016)
First Amendment, dated as of January 17, 2017, to Credit Agreement, dated as of October 27, 2016, by and among the Company, the other
borrowers and guarantors party thereto, Bank of America, N.A., as administrative agent, U.S. swing line lender and L/C issuer, Royal Bank of
Canada, as Canadian swing line lender and L/C issuer, and the other lenders party thereto (incorporated by reference to Exhibit 10.50 to the
Company’s Annual Report on Form 10-K filed on February 21, 2017)
IronPlanet, Inc. 1999 Stock Plan (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-8 filed on June
1, 2017)
Form of Stock Option Agreement for IronPlanet, Inc. 1999 Stock Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q filed on August 8, 2017)
IronPlanet Holdings, Inc. 2015 Stock Plan (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-8 filed
on June 1, 2017)
Form of Stock Option Agreement for IronPlanet Holdings, Inc. 2015 Stock Plan (incorporated by reference to Exhibit 10.5 to the Company’s
Quarterly Report on Form 10-Q filed on August 8, 2017)
Form of Ritchie Bros. Auctioneers Incorporated Stock Option Assumption Notice (incorporated by reference to Exhibit 10.6 to the Company’s
Quarterly Report on Form 10-Q filed on August 8, 2017)
Employment Agreement between Ritchie Bros. Auctioneers (America) Inc. and Douglas Feick, dated August 29, 2016 (incorporated by
reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2017)
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154
10.52#
21.1
23.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Employment Agreement between Ritchie Bros. Auctioneers (America) Inc. and James Jeter, dated August 28, 2016 (incorporated by reference
to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2017)
List of Company Subsidiaries
Consent of Ernst & Young LLP
Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
#
*
Indicates management contract or compensatory plan or arrangement.
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities
and Exchange Commission upon request.
** Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the U.S. Securities
and Exchange Commission.
ITEM 16:
FORM 10-K SUMMARY
Not applicable.
Ritchie Bros.
155
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RITCHIE BROS. AUCTIONEERS INCORPORATED
Date: February 26, 2018
By:
/s/ Ravichandra K. Saligram
Ravichandra K. Saligram
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Ravichandra K. Saligram
Ravichandra K. Saligram
Chief Executive Officer
(principal executive officer)
Chief Financial Officer
(principal financial officer and principal accounting
officer)
February 26, 2018
February 26, 2018
By:
By:
By:
By:
By:
By:
By:
By:
By:
By:
By:
/s/ Sharon R. Driscoll
Sharon R. Driscoll
/s/ Beverley A. Briscoe
Beverley A. Briscoe
/s/ Robert G. Elton
Robert G. Elton
/s/ Erik Olsson
Erik Olsson
/s/ Eric Patel
Eric Patel
/s/ Edward B. Pitoniak
Edward B. Pitoniak
/s/ Sarah Raiss
Sarah E. Raiss
/s/ Christopher Zimmerman
Christopher Zimmerman
/s/ Amy Guggenheim Skenkan
Amy Guggenheim Skenkan
/s/ Kim Fennell
Kim Fennell
Chair of the Board
February 26, 2018
Director
Director
Director
Director
Director
Director
Director
Director
February 26, 2018
February 26, 2018
February 26, 2018
February 26, 2018
February 26, 2018
February 26, 2018
February 26, 2018
February 26, 2018
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156