Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 08, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Ritchie Bros Auctioneers Inc | |
Entity Central Index Key | 1,046,102 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 106,679,740 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Income Statements [Abstract] | ||||
Revenues (note 6) | $ 128,876 | $ 109,318 | $ 419,626 | $ 380,413 |
Costs of services, excluding depreciation and amortization (note 7) | 14,750 | 12,045 | 49,821 | 40,681 |
Gross revenue, net of expenses | 114,126 | 97,273 | 369,805 | 339,732 |
Selling, general and administrative expenses (note 7) | 69,000 | 58,170 | 211,153 | 187,165 |
Acquisition-related costs (note 7) | 4,691 | 5,440 | ||
Depreciation and amortization expenses (note 7) | 10,196 | 10,017 | 30,560 | 31,402 |
Gain on disposition of property, plant and equipment | (570) | (234) | (1,017) | (1,200) |
Impairment loss (note 8) | 28,243 | 28,243 | ||
Foreign exchange loss (gain) | 281 | 718 | 332 | (2,051) |
Operating income | 2,285 | 28,602 | 95,094 | 124,416 |
Interest income | 369 | 548 | 1,354 | 2,075 |
Interest expense | (934) | (1,239) | (3,357) | (3,816) |
Equity income (note 19) | 213 | 363 | 1,209 | 769 |
Other, net | 247 | 739 | 1,214 | 2,370 |
Other income (expense) | (105) | 411 | 420 | 1,398 |
Income before income taxes | 2,180 | 29,013 | 95,514 | 125,814 |
Income tax expense (recovery) (note 9): | ||||
Current | 9,652 | 8,700 | 35,767 | 38,778 |
Deferred | (2,472) | (934) | (5,838) | (4,167) |
Income tax expense | 7,180 | 7,766 | 29,929 | 34,611 |
Net income (loss) | (5,000) | 21,247 | 65,585 | 91,203 |
Net income (loss) attributable to: | ||||
Stockholders | (5,137) | 20,825 | 63,979 | 89,685 |
Non-controlling interests | $ 137 | $ 422 | $ 1,606 | $ 1,518 |
Earnings (loss) per share attributable to stockholders (note 11): | ||||
Basic | $ (0.05) | $ 0.19 | $ 0.60 | $ 0.84 |
Diluted | $ (0.05) | $ 0.19 | $ 0.60 | $ 0.83 |
Weighted average number of shares outstanding (note 11): | ||||
Basic | 106,622,376 | 107,137,417 | 106,595,088 | 107,041,819 |
Diluted | 107,525,051 | 107,517,888 | 107,221,390 | 107,433,359 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (5,000) | $ 21,247 | $ 65,585 | $ 91,203 |
Other comprehensive income (loss), net of income tax: | ||||
Foreign currency translation adjustment | 590 | (10,817) | 7,990 | (33,903) |
Total comprehensive income (loss) | (4,410) | 10,430 | 73,575 | 57,300 |
Total comprehensive income (loss) attributable to: | ||||
Stockholders | (4,550) | 10,115 | 71,798 | 56,075 |
Non-controlling interests | $ 140 | $ 315 | $ 1,777 | $ 1,225 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 230,984 | $ 210,148 |
Restricted cash | 83,413 | 83,098 |
Trade and other receivables | 192,420 | 59,412 |
Inventory (note 14) | 42,371 | 58,463 |
Advances against auction contracts | 3,839 | 4,797 |
Prepaid expenses and deposits | 12,672 | 11,057 |
Assets held for sale (note 15) | 390 | 629 |
Income taxes receivable | 5,882 | 2,495 |
Total Current Assets | 571,971 | 430,099 |
Property, plant and equipment (note 16) | 528,634 | 528,591 |
Equity-accounted investments (note 19) | 7,649 | 6,487 |
Other non-current assets | 4,770 | 3,369 |
Intangible assets (note 17) | 66,681 | 46,973 |
Goodwill (note 18) | 92,307 | 91,234 |
Deferred tax assets | 15,475 | 13,362 |
Total Assets | 1,287,487 | 1,120,115 |
Current liabilities: | ||
Auction proceeds payable | 274,741 | 101,215 |
Trade and other payables | 122,288 | 120,042 |
Income taxes payable | 4,299 | 13,011 |
Short-term debt (note 20) | 39,013 | 12,350 |
Current portion of long-term debt (note 20) | 43,348 | |
Total Current Liabilities | 440,341 | 289,966 |
Long-term debt (note 20) | 101,590 | 54,567 |
Share unit liabilities | 3,526 | 5,633 |
Other non-current liabilities | 13,647 | 6,735 |
Deferred tax liabilities | 30,592 | 31,070 |
Total Liabilities | 589,696 | 387,971 |
Commitments (note 23) | ||
Contingencies (note 24) | ||
Contingently redeemable: | ||
Non-controlling interest (note 10) | 24,785 | |
Performance Share Units (note 22) | 3,438 | |
Share capital: | ||
Common shares; no par value, unlimited shares authorized, issued and outstanding shares: 106,661,268 (December 31, 2015: 107,200,470) | 120,911 | 131,530 |
Additional paid-in capital | 26,602 | 27,728 |
Retained earnings | 591,430 | 601,051 |
Accumulated other comprehensive loss | (49,314) | (57,133) |
Shareholders' equity | 689,629 | 703,176 |
Non-controlling interest | 4,724 | 4,183 |
Total Equity | 694,353 | 707,359 |
Total Liabilities and Equity | $ 1,287,487 | $ 1,120,115 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common shares, no par value | ||
Common shares, issued shares | 106,661,268 | 107,200,470 |
Common shares, outstanding shares | 106,661,268 | 107,200,470 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Equity - 9 months ended Sep. 30, 2016 - USD ($) $ in Thousands | Common stock [Member] | Additional paid-In capital [Member] | Retained earnings [Member] | Accumulated other comprehensive income (loss) [Member] | Non-controlling interest [Member] | Performance Share Units [Member] | Total |
Balance at Dec. 31, 2015 | $ 131,530 | $ 27,728 | $ 601,051 | $ (57,133) | $ 4,183 | $ 707,359 | |
Balance, shares at Dec. 31, 2015 | 107,200,470 | ||||||
Contingently redeemable non-controlling interest, Balance at Dec. 31, 2015 | 24,785 | ||||||
Net income | 63,979 | 272 | 64,251 | ||||
Other comprehensive income (loss) | 7,819 | 2 | 7,821 | ||||
Comprehensive income | 63,979 | 7,819 | 274 | 72,072 | |||
Net income | 1,334 | ||||||
Other comprehensive income (loss) | 169 | ||||||
Comprehensive Income attributable redeemable non-controlling interests | 1,503 | ||||||
Change in value of redeemable NCI | (21,186) | (21,186) | |||||
Change in value of contingently redeemable NCI | 21,186 | ||||||
Stock option exercises | $ 26,107 | (5,405) | 20,702 | ||||
Stock option exercises, shares | 920,798 | ||||||
Stock option tax adjustment | 254 | 254 | |||||
Stock option compensation expense (note 22) | 4,025 | 4,025 | |||||
Modification of PSUs (note 22) | (70) | $ 2,175 | (70) | ||||
Equity-classified PSU expense (note 22) | 1,222 | ||||||
Equity-classified PSU dividend equivalents | (20) | 20 | (20) | ||||
Change in value of contingently redeemable equity-classified PSUs | (21) | 21 | (21) | ||||
NCI acquired in a business combination (note 25) | 596 | 596 | |||||
Acquisition of NCI | (226) | (226) | |||||
Acquisition of NCI | (44,141) | ||||||
Shares repurchased (note 21) | $ (36,726) | $ (36,726) | |||||
Shares repurchased, shares | (1,460,000) | 0 | |||||
Cash dividends paid (note 21) | (52,303) | (103) | $ (52,406) | ||||
Cash dividends paid (note 21) | (3,333) | ||||||
Balance at Sep. 30, 2016 | $ 120,911 | $ 26,602 | $ 591,430 | $ (49,314) | $ 4,724 | 694,353 | |
Balance, shares at Sep. 30, 2016 | 106,661,268 | ||||||
Contingently redeemable Performance share units, Balance at Sep. 30, 2016 | $ 3,438 | $ 3,438 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net income (loss) | $ 65,585 | $ 91,203 |
Adjustments for items not affecting cash: | ||
Depreciation and amortization expenses (note 7) | 30,560 | 31,402 |
Inventory write down (note 14) | 2,284 | 480 |
Impairment loss (note 8) | 28,243 | |
Stock option compensation expense (note 22) | 4,025 | 3,094 |
Equity-classified PSU expense (note 22) | 1,222 | |
Deferred income tax recovery | (5,838) | (4,167) |
Equity income less dividends received | (1,209) | (769) |
Unrealized foreign exchange loss (gain) | 586 | 1,463 |
Gain on disposition of property, plant and equipment | (1,017) | (1,200) |
Net changes in operating assets and liabilities (note 12) | 38,982 | 36,922 |
Net cash provided by operating activities | 163,423 | 158,428 |
Investing activities: | ||
Acquisition of NCI (note 25) | (226) | |
Acquisition of contingently redeemable NCI (note 10) | (41,092) | |
Property, plant and equipment additions | (12,600) | (12,643) |
Intangible asset additions | (12,041) | (4,248) |
Proceeds on disposition of property, plant and equipment | 3,259 | 4,700 |
Other, net | (243) | |
Net cash used in investing activities | (97,316) | (12,191) |
Financing activities: | ||
Issuances of share capital | 20,702 | 29,251 |
Share repurchase (note 21) | (36,726) | (47,489) |
Dividends paid to stockholders (note 21) | (52,303) | (47,191) |
Dividends paid to contingently redeemable NCI | (3,436) | (1,340) |
Proceeds from short-term debt | 52,584 | 8,566 |
Repayment of short-term debt | (28,641) | (6,558) |
Proceeds from long-term debt | 46,572 | |
Repayment of long-term debt | (46,568) | |
Repayment of finance lease obligations | (1,282) | (1,599) |
Other, net | (512) | 75 |
Net cash used in financing activities | (49,610) | (66,285) |
Effect of changes in foreign currency rates on cash and cash equivalents | 4,339 | (13,212) |
Increase in cash and cash equivalents | 20,836 | 66,740 |
Cash and cash equivalents, beginning of period | 210,148 | 139,815 |
Cash and cash equivalents, end of period | 230,984 | $ 206,555 |
Mascus International Holdings BV [Member] | ||
Investing activities: | ||
Acquisitions (note 25) | (28,123) | |
Petrowsky Auctioneers Inc. [Member] | ||
Investing activities: | ||
Acquisitions (note 25) | $ (6,250) |
General Information
General Information | 9 Months Ended |
Sep. 30, 2016 | |
General Information [Abstract] | |
General Information | 1. General information Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”) provide asset management and disposition services for the construction, agricultural, transportation, energy, mining, forestry, material handling, marine and real estate industries through its unreserved auctions, online marketplace services, value-added services and listing and software 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”) . |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant accounting policies (a) Basis of preparation These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). They include the accounts of Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”) from their respective dates of formation or acquisition. All significant intercompany balances and transactions have been eliminated. Certain information and footnote disclosure required by US GAAP for complete annual financial statements have been omitted and, therefore, these condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission (“SEC”). A selection of the accounting policies for which there has been a change since the annual consolidated financial statements are set out below. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 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 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 was 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) Revenue recognition Revenues are comprised of: · commissions earned at our auctions through the Company acting as an agent for consignors of equipment and other assets, as well as commissions on online marketplace sales, and · fees earned in the process of conducting auctions through all our auction channels and from value-added services, as well as subscription revenues from our listing and software services. 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 auction 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. 2. Significant accounting policies (continued) (b) Revenue recognition (continued) Commissions from sales at our auctions represent the percentage earned by the Company on the gross auction proceeds from equipment and other assets sold at auction. The majority of commissions are earned as a pre-negotiated fixed rate of the gross selling price. Other commissions from sales at our auctions are earned from underwritten commission contracts, when the Company guarantees a certain level of proceeds to a consignor or purchases inventory to be sold at auction. Commissions also include those earned on online marketplace sales. Commissions from sales at auction 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. 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 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 commission revenue. 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. 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 that 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. 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. 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 2 4 ). 2. Significant accounting policies (continued) (b) Revenue recognition (continued) 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 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. Fees Fees earned in the process of conducting our auctions include administrative, documentation, and advertising fees. Fees from value-added services include financing and technology service fees. Fees also include subscription revenues from our listing and software services, as well as amounts paid by buyers (a “buyer’s premium”) on online marketplace sales. Fees are recognized in the period in which the service is provided to the customer. (c) Costs of s ervices, 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 i nventory m anagement, referral, inspection, 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 depreciation and amortization expenses. In comparative periods, costs of services consisted entirely of direct expenses. As a result of the Xcira LLC (“Xcira”) and Mascus International Holdings BV (“Mascus”) acquisitions, significant other costs of services are now incurred in earning our revenues (note 2 5 ). (d) 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 a stock option compensation plan that provides 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 performance share unit (“P SU ”) plan that provides for the award of PSUs to selected senior executives of the Company. The Company has the option to settle executive PSU 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 a straight-line basis, with recognition of a corresponding increase to APIC 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 together with any related compensation recognized for the award. Dividend equivalents on the senior executive plan PSUs are recognized as a reduction to retained earnings over the service period. 2. Significant accounting policies (continued) (d) Share-based payments (continued) Equity-classified share-based payments (continued) PSU s awarded under the senior executive and employee PSU plans (described in note 22) are contingently redeemable in cash in the event of death of the part icipant. 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 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. 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 22. 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 fair value and forfeiture estimate revisions, if any, are recognized in earnings such that the cumulative expense reflects the revised estimates, 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 non-current liabilities. Employee share purchase plan The Company matches employees’ contributions to the share purchase plan, which is described in more detail in note 22. The Company’s contributions are expensed as share-based compensation. (e) New and amended accounting standards (i) Effective January 1, 2016, the Company adopted ASU 2014-12, Compensation – Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period , which requires that a performance target that (1) affects vesting of an award, and (2) could be achieved after the requisite service period of the employee be treated as a performance condition. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. 2. Significant accounting policies (continued) (e) New and amended accounting standards (continued) (ii) Effective January 1, 2016, the Company adopted ASU 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis , which changes the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”), and eliminates the presumption that a general partner should consolidate a limited partnership that is a voting interest entity. The new guidance also alters the analysis for determining when fees paid to a decision maker or service provider represent a variable interest in a VIE and how interests of related parties affect the primary beneficiary determination. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. (iii) Effective January 1, 2016, the Company adopted ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which provides clarity around a customer’s accounting for fees paid in a cloud computing arrangement. The amendments in ASU 2015-05 add guidance to assist customers in determining whether a cloud computing arrangement includes a software license. Software license elements of cloud computing arrangements are accounted for consistent with the acquisition of other intangible asset licenses. Where there is no software license element, the cloud computing arrangement is accounted for as a service contract. The standard was applied prospectively and did not have an impact on the Company’s consolidated financial statements. (iv) Effective January 1, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments , which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The adoption of this standard did not have an impact on the Company’s consolidated financial statements with respect to the acquisition of Xcira (note 2 5 (b)) as no adjustments to provisional amounts were identified during the measurement period. During the period from February 19, 2016 to September 3 0, 2016, the Company recognized working capital adjustments related to the Mascus acquisition (note 2 5 (a)), which resulted in a net $343,000 increase in goodwill. (f) 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 inclu d e: 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. 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. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. 2. Significant accounting policies (continued) ( f) Recent accounting standards not yet adopted (continued) (ii) In January 2016 , the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , the f irst of three standards related to financial instrument accounting. The amendments of ASU 2016-01 require equity method investments (except for equity-method accounted investments and those resulting in consolidation of the investee) to be measured at fair value with changes recognized in net income. For equity investments that do not have readily determinable fair values, the entity may elect to measure the investmen t at cost less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer . The amendments also: · Simplify the impairment assessment of equity investments that do not have readily determinable fair values, by requiring a qualitative assessment to identify impairment. The entity is only required to measure the investment at fair value if the qualitative assessment indicates that impairment exists. · Eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. · Require the exit price notion to be used when measuring the fair value of financial instruments for disclosure purposes. · Require separate presentation of financial assets and liabilities by measurement category and form of financial asset (i.e. securities or loans & receivables) on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is only permitted for the provisions under ASU 2016-01 related to the recognition of changes in fair value of financial liabilities. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (iii) 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 liabilit ies, 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. 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. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (iv) 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. 2. Significant accounting policies (continued) ( f) Recent accounting standards not yet adopted (continued) 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 Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (v) In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) , which makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. Specifically, ASU 2016-09 requires an entity to recognize share-based payment award income tax effects in the income statement when the awards vest or are settled, and as a result, the requirement for entities to track APIC pools is eliminated. In addition, the amendments allow entities to make a policy election to either estimate forfeiture or recognize forfeitures as they occur. ASC 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (vi) In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing , which clarifies the following two aspects of ASU 2014-09 (Topic 606): identifying performance obligations and the licensing implementation guidance. ASC 2016-10 affects the guidance in ASU 2014-09, and so has the same effective date and transition requirements. ASU 2016-10 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (vii) In May 2016, the FASB issued ASU 2016-12, Narrow Scope Improvements and Practical Expedients , which makes narrow scope improvements and practical expedients to the following aspects of ASU 2014-09 (Topic 606): · Assessing one specific collectability criterion and accounting for contracts that do not meet certain criteria · Presentation for sales taxes and other similar taxes collected from customers · Non-cash consideration · Contract modification at transition · Completed contracts at transition · Technical correction ASC 2016-10 affects the guidance in ASU 2014-09, and so has the same effective date and transition requirements. ASU 2016-10 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (viii) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements , which r eplaces 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. 2. Significant accounting policies (continued) ( f) Recent accounting standards not yet adopted (continued) (ix) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments , which addresses eight specific cash flow issues with the objective of reducing diversity in practice . ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments are applied using a retrospective transition method to each period presented, unless impracticable to do so, in which case they are applied prospectively as of the earliest date practicable. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. |
Significant Judgments, Estimate
Significant Judgments, Estimates and Assumptions | 9 Months Ended |
Sep. 30, 2016 | |
Significant Judgments, Estimates and Assumptions [Abstract] | |
Significant Judgments, Estimates and Assumptions | 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. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstance and such changes are reflected in the assumptions when they occur. Significant estimates include the estimated useful lives of long-lived assets, as well as valuation of goodwill, underwritten commission contracts, contingently redeemable non-controlling interest and share-based compensation. |
Seasonality of Operations
Seasonality of Operations | 9 Months Ended |
Sep. 30, 2016 | |
Seasonality of Operations [Abstract] | |
Seasonality of Operations | 4. Seasonality of operations The Company's operations are both seasonal and event driven. Revenues tend to be highest during the second and fourth calendar quarters. The Company generally conducts more auctions during these quarters than during the first and third calendar quarters. Late December through mid-February and mid-July through August are traditionally less active periods. |
Segmented Information
Segmented Information | 9 Months Ended |
Sep. 30, 2016 | |
Segmented Information [Abstract] | |
Segmented Information | 5. Segmented information The Company’s principal business activity is the sale of industrial equipment and other assets at auctions. The Company’s operations are comprised of one reportable segment and other business activities that are not reportable as follows: · Core Auction segment, a network of auction locations that conduct live, unreserved auctions with both on-site and online bidding; and · Other includes the results of the Company’s EquipmentOne and Mascus online services, which are not material to the Company’s consolidated financial statements. On February 19, 2016, the Company acquired Mascus and updated its segment reporting such that the results of EquipmentOne and Mascus (subsequent to acquisition) are reported as “Other.” 5. Segmented information (continued) The Chief Operating Decision Maker evaluates segment performance based on earnings (loss) from operations, which is calculated as revenues less costs of services, selling, general and administrative (“SG&A”) expenses, depreciation and amortization expenses , and impairment loss . The significant non-cash item s included in segment ea rnings (loss) from operations are depreciation and amortization expenses and impairment loss . Three months ended Nine months ended September 30, 2016 September 30, 2016 Core Core Auction Other Consolidated Auction Other Consolidated Revenues $ 122,789 $ 6,087 $ 128,876 $ 402,671 $ 16,955 $ 419,626 Costs of services, excluding depreciation and amortization (14,131) (619) (14,750) (48,354) (1,467) (49,821) SG&A expenses (63,998) (5,002) (69,000) (197,222) (13,931) (211,153) Depreciation and amortization expenses (9,259) (937) (10,196) (27,960) (2,600) (30,560) Impairment loss - (28,243) (28,243) - (28,243) (28,243) $ 35,401 $ (28,714) $ 6,687 $ 129,135 $ (29,286) $ 99,849 Acquisition-related costs (4,691) (5,440) Gain on disposition of property, plant and equipment 570 1,017 Foreign exchange loss (281) (332) Operating income $ 2,285 $ 95,094 Equity income 213 1,209 Other and income tax expenses (7,498) (30,718) Net income (loss) $ (5,000) $ 65,585 Three months ended Nine months ended September 30, 2015 September 30, 2015 Core Core Auction Other Consolidated Auction Other Consolidated Revenues $ 105,421 $ 3,897 $ 109,318 $ 369,711 $ 10,702 $ 380,413 Costs of services, excluding depreciation and amortization (12,045) - (12,045) (40,681) - (40,681) SG&A expenses (54,797) (3,373) (58,170) (177,196) (9,969) (187,165) Depreciation and amortization expenses (9,357) (660) (10,017) (29,025) (2,377) (31,402) $ 29,222 $ (136) $ 29,086 $ 122,809 $ (1,644) $ 121,165 Gain on disposition of property, plant and equipment 234 1,200 Foreign exchange gain (loss) (718) 2,051 Operating income $ 28,602 $ 124,416 Equity income 363 769 Other and income tax expenses (7,718) (33,982) Net income $ 21,247 $ 91,203 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2016 | |
Revenues [Abstract] | |
Revenues | 6 . Revenues The Company’s revenue from the rendering of services is as follows: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Commissions $ 96,110 $ 83,648 $ 314,084 $ 301,379 Fees 32,766 25,670 105,542 79,034 $ 128,876 $ 109,318 $ 419,626 $ 380,413 Net profits on inventory sa les included in commissions are: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Revenue from inventory sales $ 176,381 $ 105,678 $ 411,970 $ 409,105 Cost of inventory sold (159,850) (97,745) (376,364) (372,577) $ 16,531 $ 7,933 $ 35,606 $ 36,528 |
Operating Expenses
Operating Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Operating Expenses [Abstract] | |
Operating Expenses | 7 . Operating expenses Certain prior period operating expenses have been reclassified to confo rm with current year presentation. Costs of services, excluding depreciation and amortization Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Employee compensation expenses $ 6,593 $ 5,309 $ 21,731 $ 16,185 Buildings, facilities and technology expenses 1,709 1,745 6,015 5,191 Travel, advertising and promotion expenses 4,991 5,120 18,287 16,207 Other costs of services 1,457 (129) 3,788 3,098 $ 14,750 $ 12,045 $ 49,821 $ 40,681 S G&A ex penses Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Employee compensation expenses $ 43,077 $ 36,287 $ 135,129 $ 122,062 Buildings, facilities and technology expenses 12,466 10,516 36,671 30,849 Travel, advertising and promotion expenses 6,273 5,388 18,594 16,274 Professional fees 3,675 3,157 9,524 9,456 Other SG&A expenses 3,509 2,822 11,235 8,524 $ 69,000 $ 58,170 $ 211,153 $ 187,165 7. Operating expenses (continued) Acquisition-related costs Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Iron Planet Holdings Inc. ("IronPlanet") (note 24) $ 4,514 $ - $ 4,514 $ - Mascus (note 25) - - 749 - Petrowsky Auctioneers Inc. ("Petrowsky") (note 25) 177 - 177 - $ 4,691 - $ 5,440 - $ - Depreciation and amortization expenses Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Depreciation expense $ 7,751 $ 8,491 $ 23,466 $ 26,718 Amortization expense 2,445 1,526 7,094 4,684 $ 10,196 $ 10,017 $ 30,560 $ 31,402 |
Impairment Loss
Impairment Loss | 9 Months Ended |
Sep. 30, 2016 | |
Impairment Loss [Abstract] | |
Impairment Loss | 8 . 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. Goodwill arising from the acquisition of AssetNation, the provider o f our online marketplaces, forms part of the EquipmentOne reporting unit. During the three months ended September 30, 2016, an indicator of impairment w as identified with respect to the EquipmentOne reporting unit. The in dicator 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. A s a result of the identification of an indicator of impairment of the EquipmentOne reporting unit, a US GAAP two-step goodwill impairment test was performed at September 30, 2016 . Step one of the goodwill impairment test indicated that the carrying amount ( including goodwill ) of the EquipmentOne reporting unit exceeded its fair value. Accordingly, the impairment test proceeded to step two, wherein the step one fair value of the EquipmentOne reporting unit was used to estimate the implied fair value of the goodwill. The second step of the goodwill impairment test involved allocating the EquipmentOne reporting unit fair value to all the assets and liabilities of that reporting unit based on their estimated fair values. Management used a blended analysis of the earnings approach, which employs a discounted cash flow methodology, and the market approach, which employs a multiple of earnings methodology , to determine the fair values of the intangible assets and to measure the goodwill impairment loss. 8. Impairment loss (continued) Goodwill impairment (continued) 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 on September 30, 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. At September 30, 2016, for the same reason noted above under the 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. The results of the recoverability test indicated that the EquipmentOne reporting unit carrying amount (including goodwill but excluding deferred tax assets, deferred tax liabilities, and income taxes payable) exceeded the sum of its future undiscounted cash flows. As such, management then used an earnings approach to estimate the fair values of the EquipmentOne long-lived assets and compared those fair values to their carrying amounts. Based on the results of the long-lived asset impairment test, the Company recorded a pre-tax impairment loss on the EquipmentOne reporting unit customer relationships of $4,669,000 on September 30, 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 EquipmentOne reporting unit prior to the completion of the goodwill impairment test described above. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 9 . Income taxes At the end of each interim period, the Company estimate s the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes. The C ompany’s consolidated effective tax rate in respect of operations for the three and nine months ended September 30, 2016 was 329.4% and 31.3% , respectively (2015: 26.8% and 27.5% ). |
Contingently Redeemable Non-con
Contingently Redeemable Non-controlling Interest in Ritchie Bros. Financial Services | 9 Months Ended |
Sep. 30, 2016 | |
Contingently Redeemable Non-controlling Interest in Ritchie Bros. Financial Services [Abstract] | |
Contingently Redeemable Non-controlling Interest in Ritchie Bros. Financial Services | 10 . Contingently redeemable non-controlling interest in Ritchie Bros. Financial Services Until July 12, 2016, the Company held a 51% interest in Ritchie Bros. Financi al Services (”RBFS”), an entity that provides loan origination services to enable the Company’s auction customers to obtain financing from third party lenders. As a result of the Company’s involvement with RBFS, the Company is exposed to risks related to the recovery of the net assets of RBFS as well as liquidit y risks associated with the put option discussed below. Management determined that RBFS wa s a variable interest ent ity because the Company provided subordinated financial support to RBFS and because the Company’s voting interest wa s disproportionately low in relation to its economic interest in RBFS while substantially all the activities of RBFS involve d or we re conducted on behalf of the Company. Management also determined that the Company wa s the pri mary beneficiary of RBFS as the Company wa s part o f a related party group that had the power to direct the activities that most significantly impact ed RBFS’s economic performance, and although no ind ividual member of that group had su ch power, the Company represented the member o f the related party group that wa s most closely associated with RBFS . 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”). For the comparative reporting period presented, management determined that redemption was probable and measured the carrying amount of the contingently redeemable NCI at its estimated December 31, 2015 redemption value of $24,785,000 . The estimation of redemption value at that date required management to make significant judgments, estimates, and assumptions. 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 ). That 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. |
Earnings (Loss) Per Share Attri
Earnings (Loss) Per Share Attributable to Stockholders | 9 Months Ended |
Sep. 30, 2016 | |
Earnings (Loss) Per Share Attributable to Stockholders [Abstract] | |
Earnings (Loss) Per Share Attributable to Stockholders | 11 . E arnings (loss) per shar e attributable to stockholders Basic earnings per share (“EPS”) attributable to stockholders was calculated by divid ing 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. Three months ended Nine months ended September 30, 2016 September 30, 2016 Net loss WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ (5,137) 106,622,376 $ (0.05) $ 63,979 106,595,088 $ 0.60 Effect of dilutive securities: PSUs - 81,610 - - 27,203 - Stock options - 821,065 - - 599,099 - Diluted $ (5,137) 107,525,051 $ (0.05) $ 63,979 107,221,390 $ 0.60 Three months ended Nine months ended September 30, 2015 September 30, 2015 Net income WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ 20,825 107,137,417 $ 0.19 $ 89,685 107,041,819 $ 0.84 Effect of dilutive securities: Stock options - 380,471 - - 391,540 (0.01) Diluted $ 20,825 107,517,888 $ 0.19 $ 89,685 107,433,359 $ 0.83 In respect of PSUs awarded under the senior executive and employee PSU plans (described in note 22), 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 three and nine months ended September 30, 2016, PSUs to purchase 253,646 and 231,671 common shares, respectively, were outstanding but excluded from the calculation of diluted EPS attributable to stockholders as they were anti-dilutive. For the three and nine m onths ended September 30, 2016 , stock options to purchase nil and 1,002,929 common shares, respectively, were outstanding but excluded from the calculation of diluted EPS attributable to stockholders as they were anti-dilutive ( 2015 : 113,073 and 206,733 ). |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 12. Supplemental cash flow information Nine months ended September 30, 2016 2015 Restricted cash $ 2,002 $ (54,547) Trade and other receivables (129,980) (63,469) Inventory 15,257 (1,565) Advances against auction contracts 914 23,146 Prepaid expenses and deposits (774) 711 Income taxes receivable (3,387) (4,226) Auction proceeds payable 172,273 140,728 Trade and other payables (5,331) (15,754) Income taxes payable (9,410) 5,520 Share unit liabilities 2,413 3,631 Other (4,995) 2,747 Net changes in operating assets and liabilities $ 38,982 $ 36,922 Nine months ended September 30, 2016 2015 Interest paid, net of interest capitalized $ 3,859 $ 3,856 Interest received 1,353 2,072 Net income taxes paid 44,869 32,775 Non-cash transactions: Non-cash purchase of property, plant and equipment under capital lease 1,009 53 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | 1 3 . Fair value measurement A ll assets and liabilities for which fair value is measured or disclosed in the condensed 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: U nadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at measurement date; ● Level 2: I nputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3: U nobservable inputs for the asset or liability. 13. Fair value measurement (continued) September 30, 2016 December 31, 2015 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed, recurring: Cash and cash equivalents Level 1 $ 230,984 $ 230,984 $ 210,148 $ 210,148 Restricted cash Level 1 83,413 83,413 83,098 83,098 Short-term debt (note 20) Level 2 39,013 39,013 12,350 12,350 Current portion of long- term debt (note 20) Level 2 - - 43,348 43,348 Long-term debt (note 20) Level 2 101,590 104,558 54,567 56,126 Fair value measurements: EquipmentOne reporting unit: Customer relationships (note 17) Level 3 $ 6,300 $ 6,300 $ 12,431 $ N/A Goodwill (note 18) Level 3 $ 14,357 $ 14,357 $ 37,931 $ N/A The carrying amount of the Company‘s cash and cash equivalents, restricted cash, trade and other current receivables, advances against auction contracts, auction proceeds payable, trade and other payables, short-term debt, and current portion of long-term debt approximate their fair values due to their short terms to maturity. The fair values of the Company’s long-term debt are determined through the calculation of each liability‘s present value using market rates of interest at period close . |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2016 | |
Inventory [Abstract] | |
Inventory | 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 three and nine months ended September 30, 2016, the Company recorded an inventory write-down of $882,000 and $2,284,000 respectively ( 2015 : $167,000 and $480,000 ). Of inventory held at September 30, 2016 , 100% is expected to be sold prior to the end of December 2016 ( December 31, 2015 : 91% sold by the end of March 2016 with the remainder sold by the end of June 2016). |
Assets Held For Sale
Assets Held For Sale | 9 Months Ended |
Sep. 30, 2016 | |
Assets Held For Sale [Abstract] | |
Assets Held For Sale | 15 . Assets held for sale Balance, December 31, 2015 $ 629 Disposal (242) Other 3 Balance, September 30, 2016 $ 390 During the three months ended September 30, 2016, the Company sold excess auction site acreage in Denver, United States, for net proceeds of $735,000 resulting in a gain of $493,000 . As at September 30, 2016 , the Company’s assets held for sale consisted of excess auction site acreage located in Orlando, United States. Management made the strategic decision to sell this excess acreage to maximize the Company’s return on invested capital. Th is land asset belong s to the Core Auction reportable segment . 15. Assets held for sale (continued) The property continues to be actively marketed for sale through an independent real estate broker, and management expects the sales to be completed within 12 months of September 30, 2016 . |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 16 . Property, plant and equipment As at September 30, 2016 Cost Accumulated depreciation Net book value Land and improvements $ 366,504 $ (60,194) $ 306,310 Buildings 260,472 (90,582) 169,890 Yard and automotive equipment 58,574 (39,941) 18,633 Computer software and equipment 65,205 (57,682) 7,523 Office equipment 23,249 (16,839) 6,410 Leasehold improvements 22,000 (13,780) 8,220 Assets under development 11,648 - 11,648 $ 807,652 $ (279,018) $ 528,634 As at December 31, 2015 Cost Accumulated depreciation Net book value Land and improvements $ 356,905 $ (54,551) $ 302,354 Buildings 254,760 (82,100) 172,660 Yard and automotive equipment 59,957 (38,848) 21,109 Computer software and equipment 60,586 (50,754) 9,832 Office equipment 22,432 (15,660) 6,772 Leasehold improvements 20,893 (12,160) 8,733 Assets under development 7,131 - 7,131 $ 782,664 $ (254,073) $ 528,591 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 1 7 . Intangible assets As at September 30, 2016 Cost Accumulated amortization Net book value Trade names and trademarks $ 4,959 $ - $ 4,959 Customer relationships 22,538 (544) 21,994 Software 34,496 (11,245) 23,251 Software under development 16,477 - 16,477 $ 78,470 $ (11,789) $ 66,681 17. Intangible assets (continued) As at December 31, 2015 Cost Accumulated amortization Net book value Trade names and trademarks $ 800 $ - $ 800 Customer relationships 22,800 (7,097) 15,703 Software 23,269 (5,848) 17,421 Software under development 13,049 - 13,049 $ 59,918 $ (12,945) $ 46,973 During the three and nine months ended September 30, 2016 , interest of $111,000 and $287,000 , respectively was capitalized to the cost of software under development (2015: $130,000 and $642,000 ). These interest costs relating to qualifying assets are capitalized at a weighted average rate of 5.32% ( 2015 : 6.39% ). During the three and nine months ended September 30, 2016, an impairment loss of $4,669,000 was recognized on the customer relationships within the EquipmentOne reporting unit (note 8), reducing the carrying amount from $10,969,000 to an estimated fair value of $6,300,000 , which formed the new cost basis of those assets at September 30, 2016. Subsequent to the EquipmentOne reporting unit indefinite-lived intangible asset impairment test, management concluded that an indefinite life of the EquipmentOne reporting unit trade names and trademarks could no longer be supported. Commencing September 30, 2016, the Company has commenced amortizing those trade names and trademarks over their useful life, which management has estimated to be 15 years. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 1 8 . Goodwill Balance, December 31, 2015 $ 91,234 Additions (note 25) 23,972 Impairment loss (note 8) (23,574) Foreign exchange movement 675 Balance, September 30, 2016 $ 92,307 The carrying amount of goodwill has been allocated to reporting units for impairment testing purposes (note 8) as follows: September 30, December 31, 2016 2015 Core Auction $ 58,113 $ 53,303 EquipmentOne 14,357 37,931 Mascus 19,837 - $ 92,307 $ 91,234 |
Equity-Accounted Investments
Equity-Accounted Investments | 9 Months Ended |
Sep. 30, 2016 | |
Equity-Accounted Investments [Abstract] | |
Equity-Accounted Investments | 19. 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 U.S. dollars, except percentages): Ownership September 30, December 31, percentage 2016 2015 Cura Classis entities 48% $ 4,821 $ 3,487 Other equity investments 32% 2,828 3,000 7,649 6,487 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Debt | 20 . Debt Carrying value September 30, December 31, 2016 2015 Short-term debt $ 39,013 $ 12,350 Long-term debt: Term loan, denominated in Canadian dollars, unsecured, bearing interest at 4.225% , due in quarterly installments of interest only, with the full amount of the principal due in May 2022 . 25,894 24,567 Term loan, denominated in United States dollars, unsecured, bearing interest at 3.59% , due in quarterly installments of interest only, with the full amount of the principal due in May 2022 . 30,000 30,000 Revolving loan, denominated in Canadian dollars, unsecured, bearing interest at a weighted average rate of 1.75% , due in monthly installments of interest only, with the committed, revolving credit facility available until May 2018 . 45,696 - Term loan, denominated in Canadian dollars, unsecured, bearing interest at 6.385% , due in quarterly installments of interest only, with the full amount of the principal due in May 2016 . - 43,348 101,590 97,915 Total debt $ 140,603 $ 110,265 Total long-term debt: Current portion $ - $ 43,348 Non-current portion 101,590 54,567 $ 101,590 $ 97,915 At December 31, 2015 , the current portion of long-term debt consisted of a Canadian dollar 60,000,000 term loan under the Company’s uncommitted, revolving credit facility. The Company refinanced this term loan on a long-term basis when it fell due on May 4, 2016 by drawing on its committed, revolving credit facility. Short -term debt at September 30, 2016 is comprised of drawings in different currencies on the Company’s commit ted and uncommitted revolving credit facilities of $ 359,358,000 ( December 31, 2015 : committed revolving credit facilities of $312,693,000 ), and have a weight ed average interest rate of 1.6% ( December 31, 2015 : 1.8 % ). As at September 30, 2016, the Company had available committed revolving credit facilities aggregating $256,801,000 , of which $168,139,000 is available until May 2018. The Company also had available uncommitted credit facilities aggregating $193,367,000 , of which $169,106,000 expires November 2017. The Company has a committed seasonal bulge credit facility of $50,000,000 , which is available in February, March, August and September until May 2018. This bulge credit facility is not included in the available credit facilities totals above as at September 30, 2016. 20. Debt (continued) On August 29, 2016, the Company obtained a financing commitment (the “Commitment Letter”) from Goldman Sachs Bank USA (“GS Bank”) pursuant to which GS Bank is committing to provide (i) a senior secured revolving credit facility in an aggregate principal amount of $150 ,000,000 (the “Revolving Facility”) and (ii) a senior unsecured bridge loan facility in an aggregate principal amount of up to $850 ,000,000 (the “Bridge Loan Facility”, and together with the Revolving Facility, the “Facilities”). Under the terms of the Commitment Letter, the Company may replace all or a portion of the Bridge Loan Facility with senior unsecured debt securities or certain other bank loan facilities. Debt issue costs related to these Facilities are discussed in note 24. |
Equity and Dividends
Equity and Dividends | 9 Months Ended |
Sep. 30, 2016 | |
Equity and Dividends [Abstract] | |
Equity and Dividends | 21 . Equity and dividends Share capital Preferred stock 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 During March 2016, 1,460,000 common shares (March 2015: 1,900,000 ) were repurchased at a weighted average (“WA”) share price of $25.16 (2015: $24.98 ) per common share. The repurchased shares were cancelled on March 15, 2016 (2015: March 26, 2015). There were no share repurchases during the three months ended September 30, 2016 and 2015. The Company declared and paid the following dividends during the three and nine months ended September 30, 2016 and 2015 : Declaration date Dividend per share Record date Total dividends Payment date Nine months ended September 30, 2016: Fourth quarter 2015 January 15, 2016 $ 0.1600 February 12, 2016 $ 17,154 March 4, 2016 First quarter 2016 May 9, 2016 0.1600 May 24, 2016 17,022 June 14, 2016 Second quarter 2016 August 5, 2016 0.1700 September 2, 2016 18,127 September 23, 2016 Nine months ended September 30, 2015: Fourth quarter 2014 January 12, 2015 $ 0.1400 February 13, 2015 $ 15,089 March 6, 2015 First quarter 2015 May 7, 2015 0.1400 May 29, 2015 14,955 June 19, 2015 Second quarter 2015 August 6, 2015 0.1600 September 4, 2015 17,147 September 25, 2015 Declared and undistributed Subsequent to September 30, 2016, the Company’s Board of Directors declared a quarterly dividend of $0.17 cents per common share, payable on December 19, 2016 to stockholders of record on November 28, 2016 . 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. Foreign currency translation reserve Foreign currency translation adjustments include intra-entity foreign currency transactions that are of a long-term investment nature, which generated net gains of $958,000 and $9,569,000 for the three and nine months ended September 30, 2016, respectively (2015: net losses of $4,609,000 and $16,136,000 ). |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2016 | |
Share-Based Payments [Abstract] | |
Share-Based Payments | 2 2 . Share-based payments Share-based payments consist of the following compensation costs recognized in selling, general and administrative expenses: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Stock option compensation expense $ 1,555 $ 1,038 $ 4,025 $ 3,094 Share unit expense: Equity-classified PSUs 736 - 1,222 - Liability-classified share units 1,515 (12) 8,295 3,907 Employee share purchase plan - employer contributions 403 346 1,152 977 $ 4,209 $ 1,372 $ 14,694 $ 7,978 Stock option plan The Company has a stock option plan that provides for the award of stock options to selected employees, directors and officers of the Company. Stock option activity for the nine months ended September 30, 2016 and the year ended December 31, 2015 is presented below: WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2014 3,897,791 22.09 Granted 880,706 25.50 Exercised (1,412,535) 21.11 $ 9,426 Forfeited (89,884) 23.10 Outstanding, December 31, 2015 3,276,078 23.40 Granted 1,268,101 24.34 Exercised (920,798) 22.48 $ 7,047 Forfeited (82,256) 24.31 Outstanding, September 30, 2016 3,541,125 $ 23.96 7.7 $ 39,352 Exercisable, September 30, 2016 1,413,544 $ 22.97 5.8 $ 17,110 T he fair value of the stock option grants is 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 nine months ended September 30, 2016 and 2015 are presented in the following table on a weighted average basis: Nine months ended September 30, 2016 2015 Risk free interest rate 1.1% 1.8% Expected dividend yield 2.36% 2.18% Expected lives of the stock options 5 years 5 years Expected volatility 26.9% 26.4% 22. Share-based payments (continued) Stock option plan (continued) Risk free interest rate is the US Treasury Department five - year treasury yield curve rate on the date of the grant. Expected dividend yield assumes a continuation of the most recent quarterly dividend payments. Expected life of options is based on the age of the options on the exercise date over the past 25 years. Expected volatility is based on the historical common share price volatility over the past five years. The compensation expense arising from option grants is amortized over the relevant vesting periods of the underlying options. As at September 30 , 2016 , the unrecognized stock-based compensation cost related to the non-vested stock options was $5,495,000 , which is expected to be recognized over a weighted average period of 2.3 years. Share unit plans Share unit activity for the nine months ended September 30, 2016 and the year ended December 31, 2015 is presented below: Equity-classified awards Liability-classified awards PSUs PSUs (1) Restricted share units DSUs WA grant WA grant WA grant WA grant date fair date fair date fair date fair Number value Number value Number value Number value Outstanding, December 31, 2014 - $ - 238,573 $ 23.38 403,587 $ 22.32 42,289 $ 22.33 Granted - - 218,699 24.57 20,528 26.38 29,072 26.07 Vested and settled - - (6,870) 22.22 (28,887) 22.53 (13,365) 22.34 Forfeited - - (28,817) 23.23 (62,274) 21.56 - - Outstanding, December 31, 2015 - $ - 421,585 $ 24.03 332,954 $ 22.70 57,996 $ 24.21 Granted 6,593 30.41 255,728 23.25 3,836 27.68 13,489 27.66 Transferred to (from) equity awards on modification 257,934 27.34 (257,934) 23.86 - - - - Vested and settled - - (68,683) 23.08 (158,704) 22.14 (1,847) 25.28 Forfeited (11,663) 27.41 (38,341) 22.69 (15,050) 22.68 - - Outstanding, September 30, 2016 252,864 $ 27.43 312,355 $ 23.90 163,036 $ 23.36 69,638 $ 24.85 (1) Liability-classified PSUs include PSUs awarded under the employee PSU plan, the sign-on grant PSU plan, and other PSUs plans in place prior to 2015 that are cash-settled and not subject to market vesting conditions . As at September 30, 2016, the unrecognized share unit expense related to equity-classified PSUs was $5,708,000 , which is expected to be recognized over a weighted average period of 2.0 years. The unrecognized share unit expense related to liability-classified PSUs was $6,215,000 , which is expected to be recognized over a weighted average period of 2.0 years. The unrecognized share unit expense related to liability-classified restricted share units (“RSUs”) was $985,000 , which is expected to be recognized over a weighted average period of 0.7 years. There is no unrecognized share unit expense related to liability-classified DSUs as they vest immediately upon grant. Senior executive and employee PSU plans In 2015 and 2016, the Company granted share units under two new PSU plans, a senior executive PSU plan and an employee PSU plan (the “new plans”). Under the new plans, the number of PSUs that vest is conditional upon specified market, service, and performance vesting conditions being met. 22. Share-based payments (continued) Share unit plans (continued) Senior executive and employee PSU plans (continued) 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. Prior to May 2, 2016, the Company was only able to settle the PSU awards under the new 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 new plans, allowing the Company to choose whether to settle the awards in cash or in shares. With respect to settling in shares, t he new settlement options allow the Company to either (i) arrange for the purchase shares on the open m arket 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, t he shareholders authorized 1,000,000 sh ares 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. The fair value of the senior executive awards outstanding on the modification date wa s $27.34 . The share unit liability, representing the portion of the fair value attri butable 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 e xpense 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 PSU s awarded under the new plans are contingently redeemable in cash in the event of death of the part icipant, 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 a ttributable to prior service. PSUs awarded under the new 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 the nine months ended September 30, 2016 and 2015 are presented in the following table on a weighted average basis: Nine months ended September 30, 2016 2015 Risk free interest rate 1.2% 1.3% Expected dividend yield 2.49% 2.17% Expected lives of the PSUs 3 years 3 years Expected volatility 29.9% 29.4% Average expected volatility of comparable companies 37.0% 32.8% 22. Share-based payments (continued) Senior executive and employee PSU plans (continued) Risk free interest rate is estimated using Bloomberg’s U . S . 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 . A s 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 fair value of the equity-classified PSUs was estimated on the modification date using the same binomial model and t he same significant assumptions as the liability-classified PSUs during the nine months ended September 30, 2016. 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 are cash-settled and subject to market vesting conditions related to the Company’s share performance over rolling two, three, four, and five-year periods. The fair value of the liability-classified SOG PSUs 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 SOG PSUs during the nine months ended September 30, 2016 and 2015 are presented in the following table on a weighted average basis: Nine months ended September 30, 2016 2015 Risk free interest rate 1.0% 1.4% Expected dividend yield 2.34% 2.12% Expected volatility 28.2% 33.1% Risk free interest rate is estimated using Bloomberg’s U . S . 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 SOG 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. Comparatively, t he SOG PSUs vest in four tranches with the last tranche vesting five years after the grant date. As such, the Company estimates the expected lives of each tranche of SOG PSUs to equal the respective vesting period for the tranche, which is two , three , four , or five years . Expected volatility is estimated from Bloomberg’s volatility surface of the common shares as of the valuation date. Other PSUs The Company also has other liability-classified PSUs granted under plans in place prior to 2015 that are cash-settled and not subject to market vesting conditions. The fair values of these liability-classified PSUs is 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. RSUs and DSUs The Company has RSU and DSU plans that are cash-settled and not subject to market vesting conditions. Fair values of share units under these plans 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. 22. Share-based payments (continued) Employee share purchase plan The Company has an employee share purchase plan that allows all employees that have completed 60 days of service to contribute funds to purchase common shares at the current market value at the time o f share purchase. Employees may contribute up to 4% of their salary. The Company will match between 50% and 100% of employee s ’ contributions, depending on the length of service of each employee with the Company. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Commitments [Abstract] | |
Commitments | 23 . Commitments Commitment for inventory purchase As at September 30, 2016, the Company had committed to, but not yet incurred, $7,900,000 relating to the purchase of inventory. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Contingencies [Abstract] | |
Contingencies | 24 . Contingencies Costs contingent on consummation of IronPlanet acquisition On August 29, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which it agreed to acquire IronPlanet (the “Merger”). Under the terms of Merger Agreement , the Company will acquire 100% of the equity of IronPlanet for appr oximately $740,000,000 in cash plus the assumption of unvested equity interests in Iron Planet, subject to adjustment, which brings the total trans action value to approximately $758,500,000 . The Merger is subject to customary conditions, including (i) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the obtaining of certain foreign antitrust clearances, and (ii) the Committee on Foreign Investment in the United States having provided written notice to the effect that review of the transactions contemplated by the Merger Agreement has been concluded and has terminated all action under the Section 721 of the Defence Production Act of 1950, as amended. Debt issue costs In connection with the execution of the Merger Agreement, the Company obtained the Commitment Letter, dated August 29, 2016, from GS Bank pursuant to which GS Bank is committing to provide the Facilities (discussed in note 20). Consideration for GS Bank’s services in this regard includes one-time fees that range from a minimum of $nil to a maximum of $34,500,000. The consideration is contingent upon the timing of the Merger consummation, the amount and nature of any drawings under the Facilities, and the amount of any alternate funding used by the Company to consummate the Merger. The consideration is payable at the earlier of the consummation of the Merger, the Company drawing from the Facilities, the conversion of bridge loans to other types of debt, and the Company using alternate funding to consummate the Merger. These debt issue costs have not been recognized at September 30, 2016. Advisory costs The Company has entered into various contractual arrangements with Goldman, Sachs & Co. and GS Bank (together, “Goldman Sachs”) whereby Goldman Sachs has provided financial structuring and acquisition advisory services in relation to the Company’s agreement to acquire IronPlanet. Consideration for Goldman Sach’s services in this regard, for which the maximum amount payable by the Company at September 30, 2016 is $8,625,000 , is contingent upon consummation of the Merger. These advisory costs have not been recognized at September 30, 2016. They will be expensed as acquisition-related costs when they are recognized. 24. Contingencies (continued) Legal and other claims 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 balance sheet or 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. A t September 30, 2016 there was $30,132,000 of industrial assets guaranteed under contract, of which 100% is expected to be sold prior to the end of December 2016 ( December 31, 2015 : $25,267,000 of which 100% was expected to be sold prior to the end of May 2016). At September 30, 2016 there was $18,725,000 of agricultural assets guaranteed under contract, of which 82% is expected to be sold prior to the end of December 2016, with the remainder to be sold by the end of June 201 7 ( December 31, 2015 : $30,509,000 of which 100% was expected to be sold prior to the end of August 2016). The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations | 25 . Business combination s (a) 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 ) 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 wit h ASC 805, Business Combinations . The assets acquired and liabilities assumed were recorded at their estimated fair values at the Mascus Acquisit ion Date. G oodwill of $19,664,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired. 25 . Business combination s (a) Mascus acquisition (continued) Mascus provisional purchase price allocation February 19, 2016 Purchase price $ 29,580 Fair value of contingent consideration 3,431 Non-controlling interests (1) 596 Total fair value at Mascus Acquisition Date 33,607 Fair value of assets acquired: Cash and cash equivalents $ 1,457 Trade and other receivables 1,290 Prepaid expenses 528 Property, plant and equipment 104 Intangible assets (2) 14,817 Fair value of liabilities assumed: Trade and other payables 1,533 Other non-current liabilities 37 Deferred tax liabilities 2,683 Fair value of identifiable net assets acquired 13,943 Goodwill acquired on acquisition $ 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. The amounts included in the Mascus 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 Mascus 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 Mascus Acquisition Date. Adjustments to the preliminary values during the measurement period will be recor d ed in the operating results of the period in which the adjustments are determined. Changes to the amounts recorded as assets and liabilities will result in a corresponding adjustment to goodwill. 25. Business combinations (continued) (a) Mascus acquisition (continued) Goodwill Goodwill has been allocated entirely to the Mascus reporting unit based on an analysis of the fair value of assets acquired. 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. Contributed revenue and net income The results of Mascus’ operations are included in these condensed consolidated financial statements from Mascus’ Acquisition Date. For the three months ended September 30, 2016, and for the period from Fe b ruary 19, 2016 to September 30, 2016, Mascus’ contribution to the Company’s revenues was $1,977,000 and $5,282,000 , respectively. Mascus’ contribution to net income during those periods was insignificant. Pro forma results of operations have not been presented as such pro forma financial information would not be materially different from historical results. Contingent c onsideration The Company may pay an additional amo unt not exceeding €3,198,000 ( $3,563,000 ) contingent upon the achievement of certain operating performance targets over the next three-year period. The Company has recognized a liability equal to the estimated fair value of the contingent payments the Company expects to make as of the acquisition date , which is €3,080,000 ( $3,431,000 ) . The Company will re-measure this liability each reporting period and record changes in the fair value in the consolidated income statement. There was no change in the fair value in the three months ended September 30, 2016. Transactions recognized separately from the acquisition of assets and assumptions of liabilities Acquisition-related costs Expenses totalling $749,000 for legal and other acquisition-related costs are included in the condensed consolidated income statement for the period ended September 30, 2016. Employee compensation in exchange for continued services The Company may pay additional amounts not exceeding €1,625,000 ( $1,849,000 ) over three -year periods based on key employees’ continuing employment with Mascus . (b) Xcira acquisition On November 4, 2015 (the “Xcira Acquisition Date”), the Company acquired 75% of the issued and outstanding shares of Xcira for cash consideration of $12,359,000 . The remaining 25% interests remain with the two founders of Xcira. Xcira is a Florida-based company, incorporated in the United States and its principal activity is the provision of software and technology solutions to auction companies. By acquiring Xcira, the Company acquired information technology capability and platform to build on its strong online bidding customer experience, and further differentiate itself from other industrial auction companies. The Company has the option to buy out the remaining interest of the Xcira sellers subject to the terms of the Xcira Purchase Agreement. The acquisition was accounted for in accordance with ASC 805. The assets acquired, liabilities assumed, and the non-controlling interest were recorded at their estimated fair values at the Xcira Acquisit ion Date. Full goodwill of $10,659,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired. 25. Business combinations (continued) (b) Xcira acquisition (continue) Xcira final purchase price allocation November 4, 2015 Purchase price $ 12,359 Non-controlling interest 4,119 Total fair value at Xcira Acquisition Date 16,478 Assets acquired: Cash and cash equivalents $ 252 Trade and other receivables 1,382 Prepaid expenses 62 Property, plant and equipment 314 Other non-current assets 11 Intangible assets ~ 4,300 Liabilities assumed: Trade and other payables 502 Fair value of identifiable net assets acquired 5,819 Goodwill acquired on acquisition $ 10,659 ~ Consists of existing technology and customer relationships with an amortization life of five and 20 years, respectively There was no contingent consideration under the terms of the acquisition, and as such no acquisition provisions were created. Assets acquired and liabilities assumed At the date of acquisition, the carrying amounts of the assets and liabilities acquired approximated their fair values, excep t intangible assets, whose fair values were determined using appropriate valuation techniques. Goodwill Goodwill has been allocated entirely to the Company’s Core Auction segment and based on an analysis of the fair value of assets acquired. The main drivers generating goodwill are the Company’s ability to utilize Xcira’s experience to differentiate the Company’s online bidding service from other industrial auction companies, as well as to secure Xcira’s bidding technology. Online bidding represents a significant and growing portion of all bidding conducted at the Company’s auctions. Non-controlling interests The fair value of the 25% non-controlling i nterest in Xcira is estimated to be $4,119,000 . Contributed revenue and net income The results of Xcira’s operations are included in these condensed consolidated financial statements from the date of acquisition. For the three and nine months ended September 30, 2016, Xcira recorded revenu es of $1,892,000 and $6,189,000 respectively, and net income of $89,000 and $1,011,000 , respectively . On consolidation, $845,000 and $2,707,000 of inter-entity revenues recorded by Xcira during the three and nine months ended September 30, 2016, respectively, were eliminated against the same amounts of inter-entity expenses recorded by another subsidiary within the wholly-owned group. 25. Business combinations (continued) (b) Xcira acquisition (continued) Pro forma results of operations have not been presented as such pro forma financial information would not be materially different from historical results. Future development of internally-generated software The Company may pay an additional amount not exceeding $2,700,000 over a two -year period upon achievement of certain conditions related to the delivery of an upgrade to its existing technology. Employee compensation in exchange for continued services The Company may pay an additional amount not exceeding $2,000,000 over a three -year period based on the Founder’s continuing employment with Xcira. (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 ca sh 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. The assets acquired were recorded at their estimated fair values at the Petrowsky Acquisition Date. Full goodwill of $4,308,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired. Petrowsky provisional purchase price allocation August 1, 2016 Purchase price $ 6,250 Fair value of contingent consideration 1,433 Total fair value at Petrowsky Acquisition Date 7,683 Assets acquired: Property, plant and equipment $ 441 Intangible assets ~ 2,934 Fair value of identifiable net assets acquired 3,375 Goodwill acquired on acquisition $ 4,308 ~ Consists of customer relationships with an amortization life of 10 years. The amounts included in the Petrowsky 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 Petrowsky 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 Petrowsky Acquisition Date. 25. Business combinations (continued) (c) Petrowsky acquisition (continued) Adjustments to the preliminary values during the measurement period will be recor d ed in the operating results of the period in which the adjustments are determined. Changes to the amounts recorded as assets and liabilities will result in a corresponding adjustment to goodwill. 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. Goodwill Goodwill has been allocated entirely to the Company’s Core Auction segment and based on an analysis of the fair value of assets acquired. 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. Contributed revenue and net loss The results of Petrowsky’s operations are included in these condensed consolidated financial statements from Petrowsky Acquisition Date. For the period from August 1, 2016 to September 30, 2016, Petrowsky’s contribution to the Company’s revenue and net income was $401,000 of revenue and a net loss of $231,000 . Pro forma results of operations have not been presented as such pro forma financial information would not be materially different from historical results. Contingent c onsideration 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. Based on the Company’s current three-year forecast for this new business, it is determined that the fair value of the contingent consideration is $1,433,000 . Transactions recognized separately from the acquisition of assets and assumptions of liabilities Acquisition-related costs Expenses totalling $177,000 for legal and other acquisition-related costs are included in the condensed consolidated income statement for the period ended Sept e mber 30, 2016. 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, t he Company may pay an amount not exceeding $1,000,000 over a three -year period based on the founder of Petrowsky’s continuing employment with the Company. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Event [Abstract] | |
Subsequent Event | 26 . Subsequent event On October 27, 2016, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, including Bank of America, N.A. (“BofA”) and Royal Bank of Canada, which provides the Company with: · Multicurrency revolving facilities of up to $675,000,000 (the “Multicurrency Facilities”); · A delayed-draw term loan facility of up to $325,000,000 (the “Delayed-Draw Facility” and together, the “New Facilities”); and · 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 . The Company may use the proceeds from the Multicurrency Facilities to refinance certain existing indebtedness and for other general corporate purposes. Proceeds from the Delayed-Draw Facility can only be used to finance transactions contemplated by the Merger Agreement. The Multicurrency Facilities remain in place and outstanding even if the Merger Agreement is terminated and the Merger is not consummated. The New Facilities will remain unsecured until the closing of the Merger, after which the New Facilities will be secured by certain Company assets. The New Facilities may become unsecured again after the Merger is consu mmated, subject to the Company meeting specified credit rating or leverage ratio conditions. The New Facilities will mature five years after the closing date of the Credit Agreement. The Delayed-Draw Facility will amortize in equal quarterly installments in an annual amount of 5% for the first two years after the closing of the Merger, and 10% in the third through fifth years after the closing of the Merger, with the balance payable at maturity. Borrowings under the Credit Agreement will bear interest, at the Company’s 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. 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 the Company’s leverage ratio at the time of borrowing. The Company must also pay quarterly in arrears a commitment fee equal to the daily amount of the unused commitments under the New Facilities multiplied by an applicable percentage per annum (which ranges from 0.25% to 0.50% depending on the Company’s leverage ratio). In conjunction with the closing of the Credit Agreement, the Company terminated the entire $150,000,000 Revolving Facility and $350,000,000 of the $850 ,000,000 Bridge Loan Facility with GS Bank. In addition, on October 27, 2016, the Company terminated its pre-existing revolving bi-l ateral credit facilities, which consisted of $312,961,000 of committed revolving credit facilities and $292,159,000 of uncommitted credit facilities, as well as the $50,000,000 bulge credit facility (note 20). On the same day, the Company also prepaid all outstanding debt issued under the terminated facilities using funds from the New Facilities, which resulted in the fixed rate long-term debt being replaced by floating rate long-term debt and $6,857,000 in early termination fees, which were recognized in net income on the transaction date. |
Significant Accounting Polici34
Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies [Abstract] | |
Basis of Preparation | (a) Basis of preparation These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). They include the accounts of Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”) from their respective dates of formation or acquisition. All significant intercompany balances and transactions have been eliminated. Certain information and footnote disclosure required by US GAAP for complete annual financial statements have been omitted and, therefore, these condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission (“SEC”). A selection of the accounting policies for which there has been a change since the annual consolidated financial statements are set out below. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. 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 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 was 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. |
Revenue Recognition | (b) Revenue recognition Revenues are comprised of: · commissions earned at our auctions through the Company acting as an agent for consignors of equipment and other assets, as well as commissions on online marketplace sales, and · fees earned in the process of conducting auctions through all our auction channels and from value-added services, as well as subscription revenues from our listing and software services. 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 auction 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. 2. Significant accounting policies (continued) (b) Revenue recognition (continued) Commissions from sales at our auctions represent the percentage earned by the Company on the gross auction proceeds from equipment and other assets sold at auction. The majority of commissions are earned as a pre-negotiated fixed rate of the gross selling price. Other commissions from sales at our auctions are earned from underwritten commission contracts, when the Company guarantees a certain level of proceeds to a consignor or purchases inventory to be sold at auction. Commissions also include those earned on online marketplace sales. Commissions from sales at auction 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. 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 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 commission revenue. 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. 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 that 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. 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. 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 2 4 ). 2. Significant accounting policies (continued) (b) Revenue recognition (continued) 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 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. Fees Fees earned in the process of conducting our auctions include administrative, documentation, and advertising fees. Fees from value-added services include financing and technology service fees. Fees also include subscription revenues from our listing and software services, as well as amounts paid by buyers (a “buyer’s premium”) on online marketplace sales. Fees are recognized in the period in which the service is provided to the customer. |
Costs of Services, Excluding Depreciation and Amortization Expenses | (c) Costs of s ervices, 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 i nventory m anagement, referral, inspection, 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 depreciation and amortization expenses. In comparative periods, costs of services consisted entirely of direct expenses. As a result of the Xcira LLC (“Xcira”) and Mascus International Holdings BV (“Mascus”) acquisitions, significant other costs of services are now incurred in earning our revenues (note 2 5 ). |
Share-Based Payments | (d) 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 a stock option compensation plan that provides 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 performance share unit (“P SU ”) plan that provides for the award of PSUs to selected senior executives of the Company. The Company has the option to settle executive PSU 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 a straight-line basis, with recognition of a corresponding increase to APIC 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 together with any related compensation recognized for the award. Dividend equivalents on the senior executive plan PSUs are recognized as a reduction to retained earnings over the service period. 2. Significant accounting policies (continued) (d) Share-based payments (continued) Equity-classified share-based payments (continued) PSU s awarded under the senior executive and employee PSU plans (described in note 22) are contingently redeemable in cash in the event of death of the part icipant. 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 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. 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 22. 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 fair value and forfeiture estimate revisions, if any, are recognized in earnings such that the cumulative expense reflects the revised estimates, 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 non-current liabilities. Employee share purchase plan The Company matches employees’ contributions to the share purchase plan, which is described in more detail in note 22. The Company’s contributions are expensed as share-based compensation. |
New and Amended Accounting Standards | (e) New and amended accounting standards (i) Effective January 1, 2016, the Company adopted ASU 2014-12, Compensation – Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period , which requires that a performance target that (1) affects vesting of an award, and (2) could be achieved after the requisite service period of the employee be treated as a performance condition. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. 2. Significant accounting policies (continued) (e) New and amended accounting standards (continued) (ii) Effective January 1, 2016, the Company adopted ASU 2015-02, Consolidation (Topic 810), Amendments to the Consolidation Analysis , which changes the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”), and eliminates the presumption that a general partner should consolidate a limited partnership that is a voting interest entity. The new guidance also alters the analysis for determining when fees paid to a decision maker or service provider represent a variable interest in a VIE and how interests of related parties affect the primary beneficiary determination. The adoption of this standard did not have an impact on the Company’s consolidated financial statements. (iii) Effective January 1, 2016, the Company adopted ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which provides clarity around a customer’s accounting for fees paid in a cloud computing arrangement. The amendments in ASU 2015-05 add guidance to assist customers in determining whether a cloud computing arrangement includes a software license. Software license elements of cloud computing arrangements are accounted for consistent with the acquisition of other intangible asset licenses. Where there is no software license element, the cloud computing arrangement is accounted for as a service contract. The standard was applied prospectively and did not have an impact on the Company’s consolidated financial statements. (iv) Effective January 1, 2016, the Company adopted Accounting Standards Update (“ASU”) 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement-Period Adjustments , which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The adoption of this standard did not have an impact on the Company’s consolidated financial statements with respect to the acquisition of Xcira (note 2 5 (b)) as no adjustments to provisional amounts were identified during the measurement period. During the period from February 19, 2016 to September 3 0, 2016, the Company recognized working capital adjustments related to the Mascus acquisition (note 2 5 (a)), which resulted in a net $343,000 increase in goodwill. |
Recent Accounting Standards Not Yet Adopted | (f) 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 inclu d e: 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. 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. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. 2. Significant accounting policies (continued) ( f) Recent accounting standards not yet adopted (continued) (ii) In January 2016 , the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , the f irst of three standards related to financial instrument accounting. The amendments of ASU 2016-01 require equity method investments (except for equity-method accounted investments and those resulting in consolidation of the investee) to be measured at fair value with changes recognized in net income. For equity investments that do not have readily determinable fair values, the entity may elect to measure the investmen t at cost less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer . The amendments also: · Simplify the impairment assessment of equity investments that do not have readily determinable fair values, by requiring a qualitative assessment to identify impairment. The entity is only required to measure the investment at fair value if the qualitative assessment indicates that impairment exists. · Eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. · Require the exit price notion to be used when measuring the fair value of financial instruments for disclosure purposes. · Require separate presentation of financial assets and liabilities by measurement category and form of financial asset (i.e. securities or loans & receivables) on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is only permitted for the provisions under ASU 2016-01 related to the recognition of changes in fair value of financial liabilities. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (iii) 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 liabilit ies, 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. 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. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (iv) 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. 2. Significant accounting policies (continued) ( f) Recent accounting standards not yet adopted (continued) 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 Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (v) In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) , which makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. Specifically, ASU 2016-09 requires an entity to recognize share-based payment award income tax effects in the income statement when the awards vest or are settled, and as a result, the requirement for entities to track APIC pools is eliminated. In addition, the amendments allow entities to make a policy election to either estimate forfeiture or recognize forfeitures as they occur. ASC 2016-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (vi) In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing , which clarifies the following two aspects of ASU 2014-09 (Topic 606): identifying performance obligations and the licensing implementation guidance. ASC 2016-10 affects the guidance in ASU 2014-09, and so has the same effective date and transition requirements. ASU 2016-10 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (vii) In May 2016, the FASB issued ASU 2016-12, Narrow Scope Improvements and Practical Expedients , which makes narrow scope improvements and practical expedients to the following aspects of ASU 2014-09 (Topic 606): · Assessing one specific collectability criterion and accounting for contracts that do not meet certain criteria · Presentation for sales taxes and other similar taxes collected from customers · Non-cash consideration · Contract modification at transition · Completed contracts at transition · Technical correction ASC 2016-10 affects the guidance in ASU 2014-09, and so has the same effective date and transition requirements. ASU 2016-10 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (viii) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements , which r eplaces 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. 2. Significant accounting policies (continued) ( f) Recent accounting standards not yet adopted (continued) (ix) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments , which addresses eight specific cash flow issues with the objective of reducing diversity in practice . ASU 2016-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments are applied using a retrospective transition method to each period presented, unless impracticable to do so, in which case they are applied prospectively as of the earliest date practicable. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. |
Segmented Information (Tables)
Segmented Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segmented Information [Abstract] | |
Schedule of Revenue and (Loss) Income Before Taxes by Segment | Three months ended Nine months ended September 30, 2016 September 30, 2016 Core Core Auction Other Consolidated Auction Other Consolidated Revenues $ 122,789 $ 6,087 $ 128,876 $ 402,671 $ 16,955 $ 419,626 Costs of services, excluding depreciation and amortization (14,131) (619) (14,750) (48,354) (1,467) (49,821) SG&A expenses (63,998) (5,002) (69,000) (197,222) (13,931) (211,153) Depreciation and amortization expenses (9,259) (937) (10,196) (27,960) (2,600) (30,560) Impairment loss - (28,243) (28,243) - (28,243) (28,243) $ 35,401 $ (28,714) $ 6,687 $ 129,135 $ (29,286) $ 99,849 Acquisition-related costs (4,691) (5,440) Gain on disposition of property, plant and equipment 570 1,017 Foreign exchange loss (281) (332) Operating income $ 2,285 $ 95,094 Equity income 213 1,209 Other and income tax expenses (7,498) (30,718) Net income (loss) $ (5,000) $ 65,585 Three months ended Nine months ended September 30, 2015 September 30, 2015 Core Core Auction Other Consolidated Auction Other Consolidated Revenues $ 105,421 $ 3,897 $ 109,318 $ 369,711 $ 10,702 $ 380,413 Costs of services, excluding depreciation and amortization (12,045) - (12,045) (40,681) - (40,681) SG&A expenses (54,797) (3,373) (58,170) (177,196) (9,969) (187,165) Depreciation and amortization expenses (9,357) (660) (10,017) (29,025) (2,377) (31,402) $ 29,222 $ (136) $ 29,086 $ 122,809 $ (1,644) $ 121,165 Gain on disposition of property, plant and equipment 234 1,200 Foreign exchange gain (loss) (718) 2,051 Operating income $ 28,602 $ 124,416 Equity income 363 769 Other and income tax expenses (7,718) (33,982) Net income $ 21,247 $ 91,203 |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Revenues [Abstract] | |
Revenue from the Rendering of Services | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Commissions $ 96,110 $ 83,648 $ 314,084 $ 301,379 Fees 32,766 25,670 105,542 79,034 $ 128,876 $ 109,318 $ 419,626 $ 380,413 |
Net Profits on Inventory Sales Included in Commissions | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Revenue from inventory sales $ 176,381 $ 105,678 $ 411,970 $ 409,105 Cost of inventory sold (159,850) (97,745) (376,364) (372,577) $ 16,531 $ 7,933 $ 35,606 $ 36,528 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Operating Expenses [Abstract] | |
Schedule of Direct Operating Expenses | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Employee compensation expenses $ 6,593 $ 5,309 $ 21,731 $ 16,185 Buildings, facilities and technology expenses 1,709 1,745 6,015 5,191 Travel, advertising and promotion expenses 4,991 5,120 18,287 16,207 Other costs of services 1,457 (129) 3,788 3,098 $ 14,750 $ 12,045 $ 49,821 $ 40,681 |
Schedule of Selling, General and Administrative Expenses | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Employee compensation expenses $ 43,077 $ 36,287 $ 135,129 $ 122,062 Buildings, facilities and technology expenses 12,466 10,516 36,671 30,849 Travel, advertising and promotion expenses 6,273 5,388 18,594 16,274 Professional fees 3,675 3,157 9,524 9,456 Other SG&A expenses 3,509 2,822 11,235 8,524 $ 69,000 $ 58,170 $ 211,153 $ 187,165 |
Schedule of Acquisition Related Costs | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Iron Planet Holdings Inc. ("IronPlanet") (note 24) $ 4,514 $ - $ 4,514 $ - Mascus (note 25) - - 749 - Petrowsky Auctioneers Inc. ("Petrowsky") (note 25) 177 - 177 - $ 4,691 - $ 5,440 - $ - |
Schedule of Depreciation and Amortization Expenses | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Depreciation expense $ 7,751 $ 8,491 $ 23,466 $ 26,718 Amortization expense 2,445 1,526 7,094 4,684 $ 10,196 $ 10,017 $ 30,560 $ 31,402 |
Earnings (Loss) Per Share Att38
Earnings (Loss) Per Share Attributable to Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings (Loss) Per Share Attributable to Stockholders [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | Three months ended Nine months ended September 30, 2016 September 30, 2016 Net loss WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ (5,137) 106,622,376 $ (0.05) $ 63,979 106,595,088 $ 0.60 Effect of dilutive securities: PSUs - 81,610 - - 27,203 - Stock options - 821,065 - - 599,099 - Diluted $ (5,137) 107,525,051 $ (0.05) $ 63,979 107,221,390 $ 0.60 Three months ended Nine months ended September 30, 2015 September 30, 2015 Net income WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ 20,825 107,137,417 $ 0.19 $ 89,685 107,041,819 $ 0.84 Effect of dilutive securities: Stock options - 380,471 - - 391,540 (0.01) Diluted $ 20,825 107,517,888 $ 0.19 $ 89,685 107,433,359 $ 0.83 |
Supplemental Cash Flow Inform39
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Net Changes in Operating Assets and Liabilities | Nine months ended September 30, 2016 2015 Restricted cash $ 2,002 $ (54,547) Trade and other receivables (129,980) (63,469) Inventory 15,257 (1,565) Advances against auction contracts 914 23,146 Prepaid expenses and deposits (774) 711 Income taxes receivable (3,387) (4,226) Auction proceeds payable 172,273 140,728 Trade and other payables (5,331) (15,754) Income taxes payable (9,410) 5,520 Share unit liabilities 2,413 3,631 Other (4,995) 2,747 Net changes in operating assets and liabilities $ 38,982 $ 36,922 |
Schedule of Supplemental Cash Flow | Nine months ended September 30, 2016 2015 Interest paid, net of interest capitalized $ 3,859 $ 3,856 Interest received 1,353 2,072 Net income taxes paid 44,869 32,775 Non-cash transactions: Non-cash purchase of property, plant and equipment under capital lease 1,009 53 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurement [Abstract] | |
Fair Value Assets Recurring and Nonrecurring | September 30, 2016 December 31, 2015 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed, recurring: Cash and cash equivalents Level 1 $ 230,984 $ 230,984 $ 210,148 $ 210,148 Restricted cash Level 1 83,413 83,413 83,098 83,098 Short-term debt (note 20) Level 2 39,013 39,013 12,350 12,350 Current portion of long- term debt (note 20) Level 2 - - 43,348 43,348 Long-term debt (note 20) Level 2 101,590 104,558 54,567 56,126 Fair value measurements: EquipmentOne reporting unit: Customer relationships (note 17) Level 3 $ 6,300 $ 6,300 $ 12,431 $ N/A Goodwill (note 18) Level 3 $ 14,357 $ 14,357 $ 37,931 $ N/A |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Assets Held For Sale [Abstract] | |
Summary of Assets Held For Sale | Balance, December 31, 2015 $ 629 Disposal (242) Other 3 Balance, September 30, 2016 $ 390 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As at September 30, 2016 Cost Accumulated depreciation Net book value Land and improvements $ 366,504 $ (60,194) $ 306,310 Buildings 260,472 (90,582) 169,890 Yard and automotive equipment 58,574 (39,941) 18,633 Computer software and equipment 65,205 (57,682) 7,523 Office equipment 23,249 (16,839) 6,410 Leasehold improvements 22,000 (13,780) 8,220 Assets under development 11,648 - 11,648 $ 807,652 $ (279,018) $ 528,634 As at December 31, 2015 Cost Accumulated depreciation Net book value Land and improvements $ 356,905 $ (54,551) $ 302,354 Buildings 254,760 (82,100) 172,660 Yard and automotive equipment 59,957 (38,848) 21,109 Computer software and equipment 60,586 (50,754) 9,832 Office equipment 22,432 (15,660) 6,772 Leasehold improvements 20,893 (12,160) 8,733 Assets under development 7,131 - 7,131 $ 782,664 $ (254,073) $ 528,591 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived and Definite-Lived Intangible Assets | As at September 30, 2016 Cost Accumulated amortization Net book value Trade names and trademarks $ 4,959 $ - $ 4,959 Customer relationships 22,538 (544) 21,994 Software 34,496 (11,245) 23,251 Software under development 16,477 - 16,477 $ 78,470 $ (11,789) $ 66,681 17. Intangible assets (continued) As at December 31, 2015 Cost Accumulated amortization Net book value Trade names and trademarks $ 800 $ - $ 800 Customer relationships 22,800 (7,097) 15,703 Software 23,269 (5,848) 17,421 Software under development 13,049 - 13,049 $ 59,918 $ (12,945) $ 46,973 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Balance, December 31, 2015 $ 91,234 Additions (note 25) 23,972 Impairment loss (note 8) (23,574) Foreign exchange movement 675 Balance, September 30, 2016 $ 92,307 |
Schedule of Carrying Value Goodwill | September 30, December 31, 2016 2015 Core Auction $ 58,113 $ 53,303 EquipmentOne 14,357 37,931 Mascus 19,837 - $ 92,307 $ 91,234 |
Equity-Accounted Investments (T
Equity-Accounted Investments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity-Accounted Investments [Abstract] | |
Summary of Investments | Ownership September 30, December 31, percentage 2016 2015 Cura Classis entities 48% $ 4,821 $ 3,487 Other equity investments 32% 2,828 3,000 7,649 6,487 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Schedule of Debt | Carrying value September 30, December 31, 2016 2015 Short-term debt $ 39,013 $ 12,350 Long-term debt: Term loan, denominated in Canadian dollars, unsecured, bearing interest at 4.225% , due in quarterly installments of interest only, with the full amount of the principal due in May 2022 . 25,894 24,567 Term loan, denominated in United States dollars, unsecured, bearing interest at 3.59% , due in quarterly installments of interest only, with the full amount of the principal due in May 2022 . 30,000 30,000 Revolving loan, denominated in Canadian dollars, unsecured, bearing interest at a weighted average rate of 1.75% , due in monthly installments of interest only, with the committed, revolving credit facility available until May 2018 . 45,696 - Term loan, denominated in Canadian dollars, unsecured, bearing interest at 6.385% , due in quarterly installments of interest only, with the full amount of the principal due in May 2016 . - 43,348 101,590 97,915 Total debt $ 140,603 $ 110,265 Total long-term debt: Current portion $ - $ 43,348 Non-current portion 101,590 54,567 $ 101,590 $ 97,915 |
Equity and Dividends (Tables)
Equity and Dividends (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity and Dividends [Abstract] | |
Schedule of Quarterly Dividends Declared and Paid | Declaration date Dividend per share Record date Total dividends Payment date Nine months ended September 30, 2016: Fourth quarter 2015 January 15, 2016 $ 0.1600 February 12, 2016 $ 17,154 March 4, 2016 First quarter 2016 May 9, 2016 0.1600 May 24, 2016 17,022 June 14, 2016 Second quarter 2016 August 5, 2016 0.1700 September 2, 2016 18,127 September 23, 2016 Nine months ended September 30, 2015: Fourth quarter 2014 January 12, 2015 $ 0.1400 February 13, 2015 $ 15,089 March 6, 2015 First quarter 2015 May 7, 2015 0.1400 May 29, 2015 14,955 June 19, 2015 Second quarter 2015 August 6, 2015 0.1600 September 4, 2015 17,147 September 25, 2015 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation Costs Related to Share-Based Payments | Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Stock option compensation expense $ 1,555 $ 1,038 $ 4,025 $ 3,094 Share unit expense: Equity-classified PSUs 736 - 1,222 - Liability-classified share units 1,515 (12) 8,295 3,907 Employee share purchase plan - employer contributions 403 346 1,152 977 $ 4,209 $ 1,372 $ 14,694 $ 7,978 |
Summary of Stock Option Activity | WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2014 3,897,791 22.09 Granted 880,706 25.50 Exercised (1,412,535) 21.11 $ 9,426 Forfeited (89,884) 23.10 Outstanding, December 31, 2015 3,276,078 23.40 Granted 1,268,101 24.34 Exercised (920,798) 22.48 $ 7,047 Forfeited (82,256) 24.31 Outstanding, September 30, 2016 3,541,125 $ 23.96 7.7 $ 39,352 Exercisable, September 30, 2016 1,413,544 $ 22.97 5.8 $ 17,110 |
Summary of Share Unit Activity | Equity-classified awards Liability-classified awards PSUs PSUs (1) Restricted share units DSUs WA grant WA grant WA grant WA grant date fair date fair date fair date fair Number value Number value Number value Number value Outstanding, December 31, 2014 - $ - 238,573 $ 23.38 403,587 $ 22.32 42,289 $ 22.33 Granted - - 218,699 24.57 20,528 26.38 29,072 26.07 Vested and settled - - (6,870) 22.22 (28,887) 22.53 (13,365) 22.34 Forfeited - - (28,817) 23.23 (62,274) 21.56 - - Outstanding, December 31, 2015 - $ - 421,585 $ 24.03 332,954 $ 22.70 57,996 $ 24.21 Granted 6,593 30.41 255,728 23.25 3,836 27.68 13,489 27.66 Transferred to (from) equity awards on modification 257,934 27.34 (257,934) 23.86 - - - - Vested and settled - - (68,683) 23.08 (158,704) 22.14 (1,847) 25.28 Forfeited (11,663) 27.41 (38,341) 22.69 (15,050) 22.68 - - Outstanding, September 30, 2016 252,864 $ 27.43 312,355 $ 23.90 163,036 $ 23.36 69,638 $ 24.85 (1) Liability-classified PSUs include PSUs awarded under the employee PSU plan, the sign-on grant PSU plan, and other PSUs plans in place prior to 2015 that are cash-settled and not subject to market vesting conditions . |
Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option and Performance Share Unit Pricing Assumptions | Nine months ended September 30, 2016 2015 Risk free interest rate 1.1% 1.8% Expected dividend yield 2.36% 2.18% Expected lives of the stock options 5 years 5 years Expected volatility 26.9% 26.4% |
Senior Executive and Employee Performance Share Unit Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option and Performance Share Unit Pricing Assumptions | Nine months ended September 30, 2016 2015 Risk free interest rate 1.2% 1.3% Expected dividend yield 2.49% 2.17% Expected lives of the PSUs 3 years 3 years Expected volatility 29.9% 29.4% Average expected volatility of comparable companies 37.0% 32.8% |
Sign-on Grant Performance Share Unit Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option and Performance Share Unit Pricing Assumptions | Nine months ended September 30, 2016 2015 Risk free interest rate 1.0% 1.4% Expected dividend yield 2.34% 2.12% Expected volatility 28.2% 33.1% |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Mascus International Holdings BV [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | February 19, 2016 Purchase price $ 29,580 Fair value of contingent consideration 3,431 Non-controlling interests (1) 596 Total fair value at Mascus Acquisition Date 33,607 Fair value of assets acquired: Cash and cash equivalents $ 1,457 Trade and other receivables 1,290 Prepaid expenses 528 Property, plant and equipment 104 Intangible assets (2) 14,817 Fair value of liabilities assumed: Trade and other payables 1,533 Other non-current liabilities 37 Deferred tax liabilities 2,683 Fair value of identifiable net assets acquired 13,943 Goodwill acquired on acquisition $ 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. |
Xcira LLC [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | November 4, 2015 Purchase price $ 12,359 Non-controlling interest 4,119 Total fair value at Xcira Acquisition Date 16,478 Assets acquired: Cash and cash equivalents $ 252 Trade and other receivables 1,382 Prepaid expenses 62 Property, plant and equipment 314 Other non-current assets 11 Intangible assets ~ 4,300 Liabilities assumed: Trade and other payables 502 Fair value of identifiable net assets acquired 5,819 Goodwill acquired on acquisition $ 10,659 |
Petrowsky Auctioneers Inc. [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | August 1, 2016 Purchase price $ 6,250 Fair value of contingent consideration 1,433 Total fair value at Petrowsky Acquisition Date 7,683 Assets acquired: Property, plant and equipment $ 441 Intangible assets ~ 2,934 Fair value of identifiable net assets acquired 3,375 Goodwill acquired on acquisition $ 4,308 |
Significant Accounting Polici50
Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Increase in Goodwill | $ 23,972 | |
Mascus International Holdings BV [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Increase in Goodwill | $ 343 |
Segmented Information (Narrativ
Segmented Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Segmented Information [Abstract] | |
Number of reportable segments | 1 |
Segmented Information (Schedule
Segmented Information (Schedule of Revenue and (Loss) Income Before Taxes by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting [Line Items] | ||||
Revenues | $ 128,876 | $ 109,318 | $ 419,626 | $ 380,413 |
Costs of services, excluding depreciation and amortization | (14,750) | (12,045) | (49,821) | (40,681) |
Selling, general and administrative expenses | (69,000) | (58,170) | (211,153) | (187,165) |
Depreciation and amortization expenses | (10,196) | (10,017) | (30,560) | (31,402) |
Impairment loss | (28,243) | (28,243) | ||
Acquisition-related costs | (4,691) | (5,440) | ||
Gain on disposition of property, plant and equipment | 570 | 234 | 1,017 | 1,200 |
Foreign exchange gain (loss) | (281) | (718) | (332) | 2,051 |
Operating income | 2,285 | 28,602 | 95,094 | 124,416 |
Equity income | 213 | 363 | 1,209 | 769 |
Other and income tax expense | (7,498) | (7,718) | (30,718) | (33,982) |
Net income (loss) | (5,000) | 21,247 | 65,585 | 91,203 |
Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 128,876 | 109,318 | 419,626 | 380,413 |
Costs of services, excluding depreciation and amortization | (14,750) | (12,045) | (49,821) | (40,681) |
Selling, general and administrative expenses | (69,000) | (58,170) | (211,153) | (187,165) |
Depreciation and amortization expenses | (10,196) | (10,017) | (30,560) | (31,402) |
Impairment loss | (28,243) | (28,243) | ||
Operating income | 6,687 | 29,086 | 99,849 | 121,165 |
Segment Reconciling Items [Member] | ||||
Segment Reporting [Line Items] | ||||
Gain on disposition of property, plant and equipment | 570 | 234 | 1,017 | 1,200 |
Foreign exchange gain (loss) | (281) | (718) | (332) | 2,051 |
Core Auction [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 122,789 | 105,421 | 402,671 | 369,711 |
Costs of services, excluding depreciation and amortization | (14,131) | (12,045) | (48,354) | (40,681) |
Selling, general and administrative expenses | (63,998) | (54,797) | (197,222) | (177,196) |
Depreciation and amortization expenses | (9,259) | (9,357) | (27,960) | (29,025) |
Operating income | 35,401 | 29,222 | 129,135 | 122,809 |
Other Reporting Unit [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 6,087 | 3,897 | 16,955 | 10,702 |
Costs of services, excluding depreciation and amortization | (619) | (1,467) | ||
Selling, general and administrative expenses | (5,002) | (3,373) | (13,931) | (9,969) |
Depreciation and amortization expenses | (937) | (660) | (2,600) | (2,377) |
Impairment loss | (28,243) | (28,243) | ||
Operating income | $ (28,714) | $ (136) | $ (29,286) | $ (1,644) |
Revenues (Revenue from the Rend
Revenues (Revenue from the Rendering of Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues [Abstract] | ||||
Commissions | $ 96,110 | $ 83,648 | $ 314,084 | $ 301,379 |
Fees | 32,766 | 25,670 | 105,542 | 79,034 |
Total revenues | $ 128,876 | $ 109,318 | $ 419,626 | $ 380,413 |
Revenues (Net Profits on Invent
Revenues (Net Profits on Inventory Sales Included in Commissions) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues [Abstract] | ||||
Revenue from inventory sales | $ 176,381 | $ 105,678 | $ 411,970 | $ 409,105 |
Cost of inventory sold | (159,850) | (97,745) | (376,364) | (372,577) |
Net profits on inventory | $ 16,531 | $ 7,933 | $ 35,606 | $ 36,528 |
Operating Expenses (Schedule of
Operating Expenses (Schedule of Direct Operating Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Expenses [Abstract] | ||||
Employee compensation expenses | $ 6,593 | $ 5,309 | $ 21,731 | $ 16,185 |
Buildings, facilities and technology expenses | 1,709 | 1,745 | 6,015 | 5,191 |
Travel, advertising and promotion expenses | 4,991 | 5,120 | 18,287 | 16,207 |
Other costs of services | 1,457 | (129) | 3,788 | 3,098 |
Cost of Services, Total | $ 14,750 | $ 12,045 | $ 49,821 | $ 40,681 |
Operating Expenses (Schedule 56
Operating Expenses (Schedule of Selling, General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Expenses [Abstract] | ||||
Employee compensation expenses | $ 43,077 | $ 36,287 | $ 135,129 | $ 122,062 |
Buildings, facilities and technology expenses | 12,466 | 10,516 | 36,671 | 30,849 |
Travel, advertising and promotion expense | 6,273 | 5,388 | 18,594 | 16,274 |
Professional fees | 3,675 | 3,157 | 9,524 | 9,456 |
Other SG&A expenses | 3,509 | 2,822 | 11,235 | 8,524 |
Total selling, general and administrative expenses | $ 69,000 | $ 58,170 | $ 211,153 | $ 187,165 |
Operating Expenses (Schedule 57
Operating Expenses (Schedule of Acquisition Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Acquisition-related costs | $ 4,691 | $ 5,440 |
Iron Planet Holdings Inc. [Member] | ||
Acquisition-related costs | 4,514 | 4,514 |
Mascus International Holdings BV [Member] | ||
Acquisition-related costs | 749 | |
Petrowsky Auctioneers Inc. [Member] | ||
Acquisition-related costs | $ 177 | $ 177 |
Operating Expenses (Schedule 58
Operating Expenses (Schedule of Depreciation and Amortization Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating Expenses [Abstract] | ||||
Depreciation expense | $ 7,751 | $ 8,491 | $ 23,466 | $ 26,718 |
Amortization expense | 2,445 | 1,526 | 7,094 | 4,684 |
Total depreciation and amortization expenses | $ 10,196 | $ 10,017 | $ 30,560 | $ 31,402 |
Impairment Loss (Details)
Impairment Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Goodwill impairment | $ 23,574 | |||
Deferred tax benefit | $ 2,472 | $ 934 | 5,838 | $ 4,167 |
EquipmentOne [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Goodwill impairment | 23,574 | |||
Asset impairment loss | $ 4,669 | 4,669 | ||
Deferred tax benefit | $ 1,798 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes [Abstract] | ||||
Effective income tax rate | 329.40% | 26.80% | 31.30% | 27.50% |
Contingently Redeemable Non-c61
Contingently Redeemable Non-controlling Interest in Ritchie Bros. Financial Services (Details) CAD in Thousands, $ in Thousands | Jul. 12, 2016CAD | Jul. 12, 2016USD ($) | Sep. 30, 2016USD ($) | Jul. 12, 2016USD ($) | Dec. 31, 2015USD ($) |
Redeemable Noncontrolling Interest [Line Items] | |||||
Redemption value of the contingently redeemable NCI | $ | $ 24,785 | ||||
Cash consideration | $ | $ 41,092 | ||||
Ritchie Bros. Financial Services [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Percentage of ownership interest | 51.00% | ||||
Percentage ownership by non-controlling interest holders | 49.00% | 49.00% | 49.00% | ||
Total consideration | CAD 57,900 | $ 44,141 | |||
Cash consideration | 53,900 | $ 41,092 | |||
Contingent consideration | 4,000 | $ 3,049 | |||
Additional cash compensation for continuted management services | CAD | CAD 1,500 | ||||
Period to make additional amount of obligation upon achievement of certain condition | 3 years | 3 years | |||
Maximum [Member] | Ritchie Bros. Financial Services [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Additional cash compensation | CAD | CAD 10,000 |
Earnings (Loss) Per Share Att62
Earnings (Loss) Per Share Attributable to Stockholders (Narrative) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Potential common share excluded from computation of diluted earnings per share (shares) | 0 | 113,073 | 1,002,929 | 206,733 |
Performance Share Units [Member] | ||||
Potential common share excluded from computation of diluted earnings per share (shares) | 253,646 | 231,671 |
Earnings (Loss) Per Share Att63
Earnings (Loss) Per Share Attributable to Stockholders (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings (Loss) Per Share Attributable to Stockholders [Abstract] | ||||
Basic, Net income attributable to stockholders | $ (5,137) | $ 20,825 | $ 63,979 | $ 89,685 |
Diluted, Net income attributable to stockholders | $ (5,137) | $ 20,825 | $ 63,979 | $ 89,685 |
Basic, WA number of shares | 106,622,376 | 107,137,417 | 106,595,088 | 107,041,819 |
Effect of dilutive securities: PSUs, WA number of shares | 81,610 | 27,203 | ||
Effect of dilutive securities: Stock options, WA number of shares | 821,065 | 380,471 | 599,099 | 391,540 |
Diluted, WA number of shares | 107,525,051 | 107,517,888 | 107,221,390 | 107,433,359 |
Basic, Per share amount | $ (0.05) | $ 0.19 | $ 0.60 | $ 0.84 |
Effect of dilutive securities: Stock options, Per share amount | (0.01) | |||
Diluted, Per share amount | $ (0.05) | $ 0.19 | $ 0.60 | $ 0.83 |
Supplemental Cash Flow Inform64
Supplemental Cash Flow Information (Schedule of Net Changes In Operating Assets and Liabilities) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Restricted cash | $ 2,002 | $ (54,547) |
Trade and other receivables | (129,980) | (63,469) |
Inventory | 15,257 | (1,565) |
Advances against auction contracts | 914 | 23,146 |
Prepaid expenses and deposits | (774) | 711 |
Income taxes receivable | (3,387) | (4,226) |
Auction proceeds payable | 172,273 | 140,728 |
Trade and other payables | (5,331) | (15,754) |
Income taxes payable | (9,410) | 5,520 |
Share unit liabilities | 2,413 | 3,631 |
Other | (4,995) | 2,747 |
Net changes in operating assets and liabilities | $ 38,982 | $ 36,922 |
Supplemental Cash Flow Inform65
Supplemental Cash Flow Information (Schedule of Supplemental Cash Flow) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of interest capitalized | $ 3,859 | $ 3,856 |
Interest received | 1,353 | 2,072 |
Net income taxes paid | 44,869 | 32,775 |
Non-cash purchase of property, plant and equipment under capital lease | $ 1,009 | $ 53 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Assets Recurring and Nonrecurring) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Carrying Amount [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 230,984 | $ 210,148 |
Restricted Cash | 83,413 | 83,098 |
Fair Value [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 230,984 | 210,148 |
Restricted Cash | 83,413 | 83,098 |
Short-term Debt [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 39,013 | 12,350 |
Short-term Debt [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 39,013 | 12,350 |
Long Term Debt, Current [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 43,348 | |
Long Term Debt, Current [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 43,348 | |
Long-term Debt [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 101,590 | 54,567 |
Long-term Debt [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 104,558 | 56,126 |
EquipmentOne [Member] | Carrying Amount [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill | 14,357 | 37,931 |
EquipmentOne [Member] | Fair Value [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill | 14,357 | |
Customer Relationships [Member] | EquipmentOne [Member] | Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Intangible Assets | 10,969 | |
Customer Relationships [Member] | EquipmentOne [Member] | Carrying Amount [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Intangible Assets | 6,300 | $ 12,431 |
Customer Relationships [Member] | EquipmentOne [Member] | Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Intangible Assets | 6,300 | |
Customer Relationships [Member] | EquipmentOne [Member] | Fair Value [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Intangible Assets | $ 6,300 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Inventory [Abstract] | |||||
Inventory write down | $ 882 | $ 167 | $ 2,284 | $ 480 | |
Percentage of inventory held and is expected to be sold | 100.00% | 100.00% | 91.00% |
Assets Held For Sale (Narrative
Assets Held For Sale (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Timing of sale | 12 months | ||
Proceeds on disposition of property, plant and equipment | $ 3,259 | $ 4,700 | |
Denver, United States [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds on disposition of property, plant and equipment | $ 735 | ||
Gain on sale of assets | $ 493 |
Assets Held For Sale (Summary o
Assets Held For Sale (Summary of Assets Held For Sale) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Assets Held For Sale [Abstract] | |
Beginning balance | $ 629 |
Disposal | (242) |
Other | 3 |
Ending balance | $ 390 |
Property, Plant And Equipment70
Property, Plant And Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 807,652 | $ 782,664 |
Accumulated depreciation | (279,018) | (254,073) |
Net book value | 528,634 | 528,591 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 366,504 | 356,905 |
Accumulated depreciation | (60,194) | (54,551) |
Net book value | 306,310 | 302,354 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 260,472 | 254,760 |
Accumulated depreciation | (90,582) | (82,100) |
Net book value | 169,890 | 172,660 |
Yard and Automotive Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 58,574 | 59,957 |
Accumulated depreciation | (39,941) | (38,848) |
Net book value | 18,633 | 21,109 |
Computer Software and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 65,205 | 60,586 |
Accumulated depreciation | (57,682) | (50,754) |
Net book value | 7,523 | 9,832 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 23,249 | 22,432 |
Accumulated depreciation | (16,839) | (15,660) |
Net book value | 6,410 | 6,772 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 22,000 | 20,893 |
Accumulated depreciation | (13,780) | (12,160) |
Net book value | 8,220 | 8,733 |
Assets under Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 11,648 | 7,131 |
Net book value | $ 11,648 | $ 7,131 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Interest costs, weighted average rate | 5.32% | 6.39% | ||
Capitalized cost of software under development | $ 111 | $ 130 | $ 287 | $ 642 |
EquipmentOne [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Asset impairment loss | 4,669 | 4,669 | ||
Customer Relationships [Member] | Carrying Amount [Member] | EquipmentOne [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible Assets | 10,969 | 10,969 | ||
Customer Relationships [Member] | Fair Value [Member] | EquipmentOne [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible Assets | $ 6,300 | $ 6,300 | ||
Trade Names and Trademarks [Member] | EquipmentOne [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful life | 15 years |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Indefinite-Lived And Definite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | $ 78,470 | $ 59,918 |
Accumulated amortization | (11,789) | (12,945) |
Net book value | 66,681 | 46,973 |
Trade Names and Trademarks [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 4,959 | 800 |
Net book value | 4,959 | 800 |
Software Under Development [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 16,477 | 13,049 |
Net book value | 16,477 | 13,049 |
Customer Relationships [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 22,538 | 22,800 |
Accumulated amortization | (544) | (7,097) |
Net book value | 21,994 | 15,703 |
Software [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 34,496 | 23,269 |
Accumulated amortization | (11,245) | (5,848) |
Net book value | $ 23,251 | $ 17,421 |
Goodwill (Schedule Of Goodwill)
Goodwill (Schedule Of Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Balance | $ 91,234 |
Additions (note 23) | 23,972 |
Impairment of Goodwill (note 8) | (23,574) |
Foreign exchange movement | 675 |
Goodwill, Balance | $ 92,307 |
Goodwill (Schedule of Carrying
Goodwill (Schedule of Carrying Value Goodwill) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill | $ 92,307 | $ 91,234 |
Core Auction [Member] | ||
Goodwill | 58,113 | 53,303 |
EquipmentOne [Member] | ||
Goodwill | 14,357 | $ 37,931 |
Mascus International Holdings BV [Member] | ||
Goodwill | $ 19,837 |
Equity-Accounted Investments (S
Equity-Accounted Investments (Summary of Investments) (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Equity-accounted investments | $ 7,649 | $ 6,487 |
Cura Classis Entities [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 48.00% | |
Equity-accounted investments | $ 4,821 | 3,487 |
Other Equity Investments [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 32.00% | |
Equity-accounted investments | $ 2,828 | $ 3,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) CAD in Millions | Oct. 27, 2016USD ($) | Sep. 30, 2016USD ($) | Aug. 29, 2016USD ($) | Dec. 31, 2015CAD | Dec. 31, 2015USD ($) |
Debt [Line Items] | |||||
Short-term debt weighted average interest rate | 1.60% | 1.80% | 1.80% | ||
Maximum borrowing capacity | $ 359,358,000 | $ 312,693,000 | |||
Committed Revolving Credit Facilities [Member] | |||||
Debt [Line Items] | |||||
Available borrowing capacity | 256,801,000 | ||||
Committed Revolving Credit Facilities, Matures May 2018 [Member] | |||||
Debt [Line Items] | |||||
Available borrowing capacity | 168,139,000 | ||||
Uncommitted Credit Facilities [Member] | |||||
Debt [Line Items] | |||||
Principal amount | CAD | CAD 60 | ||||
Available borrowing capacity | 193,367,000 | ||||
Uncommitted Credit Facilities, Matures November 2017 [Member] | |||||
Debt [Line Items] | |||||
Available borrowing capacity | 169,106,000 | ||||
Committed Seasonal Bulge Credit Facility [Member] | |||||
Debt [Line Items] | |||||
Available borrowing capacity | $ 50,000,000 | ||||
Commitment Letter [Member] | Bridge Loan Facility [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 850,000,000 | ||||
Revolving Credit Facility [Member] | Commitment Letter [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 150,000,000 | ||||
Subsequent Event [Member] | Multicurrency Facilities [Member] | Credit Agreement [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 675,000,000 | ||||
Subsequent Event [Member] | Delayed-Draw Facility [Member] | Credit Agreement [Member] | |||||
Debt [Line Items] | |||||
Principal amount | 325,000,000 | ||||
Maximum [Member] | Subsequent Event [Member] | Multicurrency Facilities [Member] | Credit Agreement [Member] | |||||
Debt [Line Items] | |||||
Increment amount | $ 50,000,000 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Debt [Line Items] | ||
Short-term debt | $ 39,013 | $ 12,350 |
Long-term Debt, Total | 101,590 | 97,915 |
Total debt | 140,603 | 110,265 |
Current portion | 43,348 | |
Non-current portion | 101,590 | 54,567 |
4.225% Term Loan, Due May 2022 [Member] | ||
Debt [Line Items] | ||
Long-term Debt, Total | $ 25,894 | 24,567 |
Interest rate | 4.225% | |
Maturity date | May 1, 2022 | |
3.59% Term Loan, Due May 2022 [Member] | ||
Debt [Line Items] | ||
Long-term Debt, Total | $ 30,000 | 30,000 |
Interest rate | 3.59% | |
Maturity date | May 1, 2022 | |
Revolving Loan Available until May 2018 [Member] | ||
Debt [Line Items] | ||
Long-term Debt, Total | $ 45,696 | |
Weighted average interest rate | 1.75% | |
Maturity date | May 1, 2018 | |
6.385% Term Loan, Due May 2016 [Member] | ||
Debt [Line Items] | ||
Long-term Debt, Total | $ 43,348 | |
Interest rate | 6.385% | |
Maturity date | May 1, 2016 |
Equity and Dividends (Narrative
Equity and Dividends (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 09, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Dividends Payable [Line Items] | |||||||
Preferred shares issued | 0 | 0 | |||||
Stock repurchased during period, shares | 1,460,000 | 1,900,000 | 0 | 0 | 0 | 0 | |
Stock repurchased during period, per share | $ 25.16 | $ 24.98 | |||||
Intra-entity foreign currency transactions | $ 958 | $ (4,609) | $ 9,569 | $ (16,136) | |||
Subsequent Event [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Dividends declared (usd per share) | $ 0.17 | ||||||
Payment date | Dec. 19, 2016 | ||||||
Record date | Nov. 28, 2016 |
Equity and Dividends (Schedule
Equity and Dividends (Schedule of Quarterly Dividends Declared and Paid) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
First Quarter 2016 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | May 9, 2016 | |
Dividends per share | $ 0.1600 | |
Record date | May 24, 2016 | |
Total dividends | $ 17,022 | |
Payment date | Jun. 14, 2016 | |
Second Quarter 2016 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Aug. 5, 2016 | |
Dividends per share | $ 0.1700 | |
Record date | Sep. 2, 2016 | |
Total dividends | $ 18,127 | |
Payment date | Sep. 23, 2016 | |
First Quarter 2015 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | May 7, 2015 | |
Dividends per share | $ 0.1400 | |
Record date | May 29, 2015 | |
Total dividends | $ 14,955 | |
Payment date | Jun. 19, 2015 | |
Second Quarter 2015 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Aug. 6, 2015 | |
Dividends per share | $ 0.1600 | |
Record date | Sep. 4, 2015 | |
Total dividends | $ 17,147 | |
Payment date | Sep. 25, 2015 | |
Fourth Quarter 2015 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Jan. 15, 2016 | |
Dividends per share | $ 0.1600 | |
Record date | Feb. 12, 2016 | |
Total dividends | $ 17,154 | |
Payment date | Mar. 4, 2016 | |
Fourth Quarter 2014 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Jan. 12, 2015 | |
Dividends per share | $ 0.1400 | |
Record date | Feb. 13, 2015 | |
Total dividends | $ 15,089 | |
Payment date | Mar. 6, 2015 |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) | May 02, 2016USD ($)$ / sharesshares | Aug. 11, 2014shares | Sep. 30, 2016USD ($)itemshares | Dec. 31, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share units reclassified to temporary equity | $ (70,000) | ||||
Employee service period | 60 days | ||||
Maximum employee contribution, percentage | 4.00% | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employer matching contribution, percentage | 50.00% | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employer matching contribution, percentage | 100.00% | ||||
Stock Option Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk free interest rate measurement period | 5 years | ||||
Expected life measurement period | 25 years | ||||
Expected volatility measurement period | 5 years | ||||
Unrecognized compensation costs | $ 5,495,000 | ||||
Unrecognized compensation costs, period for recognition | 2 years 3 months 18 days | ||||
Senior Executive and Employee Performance Share Unit Plans [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Remaining shares authorized for grant | shares | 1,000,000 | ||||
Weighted average grant date fair value of options granted | $ / shares | $ 27.34 | ||||
Number of plans | item | 2 | ||||
Share unit liability | $ 2,105,000 | ||||
Share units reclassified to temporary equity | $ 2,175,000 | ||||
Senior Executive and Employee Performance Share Unit Plans [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units available for grant as a percentage of target | 0.00% | ||||
Senior Executive and Employee Performance Share Unit Plans [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of units available for grant as a percentage of target | 200.00% | ||||
Sign-on Grant Performance Share Unit Plans [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of tranches | item | 4 | ||||
Sign-on Grant Performance Share Unit Plans [Member] | Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Sign-on Grant Performance Share Unit Plans [Member] | Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Sign-on Grant Performance Share Unit Plans [Member] | Tranche Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Sign-on Grant Performance Share Unit Plans [Member] | Tranche Four [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected life measurement period | 5 years | ||||
Performance Share Units, Equity Classified Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 5,708,000 | ||||
Unrecognized compensation costs, period for recognition | 2 years | ||||
Units granted | shares | 6,593 | ||||
Performance Share Units, Liability Classified Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 6,215,000 | ||||
Unrecognized compensation costs, period for recognition | 2 years | ||||
Estimated weighted average price period | 20 days | ||||
Units granted | shares | [1] | 255,728 | 218,699 | ||
Performance Share Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Expected life measurement period | 3 years | ||||
Performance Share Units [Member] | Sign-on Grant Performance Share Unit Plans [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted | shares | 102,375 | ||||
Restricted Share Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 985,000 | ||||
Unrecognized compensation costs, period for recognition | 8 months 12 days | ||||
Units granted | shares | 3,836 | 20,528 | |||
Deferred Share Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation costs | $ 0 | ||||
Units granted | shares | 13,489 | 29,072 | |||
Restricted Share Units and Deferred Share Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated weighted average price period | 20 days | ||||
[1] | Liability-classified PSUs include PSUs awarded under the employee PSU plan, the sign-on grant PSU plan, and other PSUs plans in place prior to 2015 that are cash-settled and not subject to market vesting conditions |
Share-Based Payments (Compensat
Share-Based Payments (Compensation Costs Related To Share-Based Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-Based Payments [Abstract] | ||||
Stock option compensation expense | $ 1,555 | $ 1,038 | $ 4,025 | $ 3,094 |
Equity-classified PSUs | 736 | 1,222 | ||
Liability-classified share units | 1,515 | (12) | 8,295 | 3,907 |
Employee share purchase plan - employer contributions | 403 | 346 | 1,152 | 977 |
Total compensation costs related to share based payments | $ 4,209 | $ 1,372 | $ 14,694 | $ 7,978 |
Share-Based Payments (Summary o
Share-Based Payments (Summary of Stock Option Activity) (Details) - Stock Option Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Common shares under option | 3,276,078 | 3,897,791 |
Granted, Common shares under option | 1,268,101 | 880,706 |
Exercised, Common shares under option | (920,798) | (1,412,535) |
Forfeited, Common shares under option | (82,256) | (89,884) |
Outstanding ending balance, Common shares under option | 3,541,125 | 3,276,078 |
Exercisable, Common shares under option | 1,413,544 | |
Outstanding beginning balance, Weighted average exercise price (per share) | $ 23.40 | $ 22.09 |
Granted, Weighted average exercise price (per share) | 24.34 | 25.50 |
Exercised, Weighted average exercise price (per share) | 22.48 | 21.11 |
Forfeited, Weighted average exercise price (per share) | 24.31 | 23.10 |
Outstanding ending balance, Weighted average exercise price (per share) | 23.96 | $ 23.40 |
Exercisable, Weighted average exercise price (per share) | $ 22.97 | |
Outstanding, Weighted average remaining contractual life (in years) | 7 years 8 months 12 days | |
Exercisable, Weighted average remaining contractual life (in years) | 5 years 9 months 18 days | |
Exercised, Aggregate intrinsic value | $ 7,047 | $ 9,426 |
Outstanding, Aggregate intrinsic value | 39,352 | |
Exercisable, Aggregate intrinsic value | $ 17,110 |
Share-Based Payments (Summary83
Share-Based Payments (Summary of Stock Option and Performance Share Unit Pricing Assumptions) (Details) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Options [Member] | Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.10% | 1.80% |
Expected dividend yield | 2.36% | 2.18% |
Expected lives | 5 years | 5 years |
Expected volatility | 26.90% | 26.40% |
Performance Share Units, Liability Classified Awards [Member] | Senior Executive and Employee Performance Share Unit Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.20% | 1.30% |
Expected dividend yield | 2.49% | 2.17% |
Expected lives | 3 years | 3 years |
Expected volatility | 29.90% | 29.40% |
Average expected volatility of comparable companies | 37.00% | 32.80% |
Performance Share Units, Liability Classified Awards [Member] | Sign-on Grant Performance Share Unit Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.00% | 1.40% |
Expected dividend yield | 2.34% | 2.12% |
Expected volatility | 28.20% | 33.10% |
Share-Based Payments (Summary84
Share-Based Payments (Summary of Share Unit Activity) (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | ||
Performance Share Units, Equity Classified Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, Number of units | 6,593 | ||
Forfeited, Number of units | (11,663) | ||
Transferred to (from) equity awards on modification, Number of units | 257,934 | ||
Outstanding ending balance, Number of units | 252,864 | ||
Granted, Weighted average grant date fair value (per share) | $ 30.41 | ||
Forfeited, Weighted average grant date fair value (per share) | 27.41 | ||
Transferred to (from) equity awards on modification, WA grant date fair value (per share) | 27.34 | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 27.43 | ||
Performance Share Units, Liability Classified Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Number of units | [1] | 421,585 | 238,573 |
Granted, Number of units | [1] | 255,728 | 218,699 |
Vested and settled, Number of units | [1] | (68,683) | (6,870) |
Forfeited, Number of units | [1] | (38,341) | (28,817) |
Transferred to (from) equity awards on modification, Number of units | [1] | (257,934) | |
Outstanding ending balance, Number of units | [1] | 312,355 | 421,585 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | [1] | $ 24.03 | $ 23.38 |
Granted, Weighted average grant date fair value (per share) | [1] | 23.25 | 24.57 |
Vested and settled, Weighted average grant date fair value (per share) | [1] | 23.08 | 22.22 |
Forfeited, Weighted average grant date fair value (per share) | [1] | 22.69 | 23.23 |
Transferred to (from) equity awards on modification, WA grant date fair value (per share) | [1] | 23.86 | |
Outstanding ending balance, Weighted average grant date fair value (per share) | [1] | $ 23.90 | $ 24.03 |
Restricted Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Number of units | 332,954 | 403,587 | |
Granted, Number of units | 3,836 | 20,528 | |
Vested and settled, Number of units | (158,704) | (28,887) | |
Forfeited, Number of units | (15,050) | (62,274) | |
Outstanding ending balance, Number of units | 163,036 | 332,954 | |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 22.70 | $ 22.32 | |
Granted, Weighted average grant date fair value (per share) | 27.68 | 26.38 | |
Vested and settled, Weighted average grant date fair value (per share) | 22.14 | 22.53 | |
Forfeited, Weighted average grant date fair value (per share) | 22.68 | 21.56 | |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 23.36 | $ 22.70 | |
Deferred Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Number of units | 57,996 | 42,289 | |
Granted, Number of units | 13,489 | 29,072 | |
Vested and settled, Number of units | (1,847) | (13,365) | |
Outstanding ending balance, Number of units | 69,638 | 57,996 | |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 24.21 | $ 22.33 | |
Granted, Weighted average grant date fair value (per share) | 27.66 | 26.07 | |
Vested and settled, Weighted average grant date fair value (per share) | 25.28 | 22.34 | |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 24.85 | $ 24.21 | |
[1] | Liability-classified PSUs include PSUs awarded under the employee PSU plan, the sign-on grant PSU plan, and other PSUs plans in place prior to 2015 that are cash-settled and not subject to market vesting conditions |
Commitments (Details)
Commitments (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Commitments [Abstract] | |
Purchase commitment | $ 7.9 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | Aug. 29, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Industrial Assets Guaranteed Under Contract [Member] | |||
Guarantor Obligations [Line Items] | |||
Assets guaranteed under contract | $ 30,132 | $ 25,267 | |
Percentage of assets expected to be sold | 100.00% | 100.00% | |
Agricultural Assets Guaranteed Under Contract [Member] | |||
Guarantor Obligations [Line Items] | |||
Assets guaranteed under contract | $ 18,725 | $ 30,509 | |
Percentage of assets expected to be sold | 82.00% | 100.00% | |
IronPlanet [Member] | |||
Guarantor Obligations [Line Items] | |||
Agreed upon voting interests to acquire | 100.00% | ||
Estimated cash consideration | $ 740,000 | ||
Estimated total consideration | 758,500 | ||
Maximum [Member] | Goldman Sachs [Member] | |||
Guarantor Obligations [Line Items] | |||
Advisory costs | $ 8,625 | ||
Maximum [Member] | Commitment Letter [Member] | |||
Guarantor Obligations [Line Items] | |||
One-time fee | $ 34,500 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) € in Thousands | Aug. 01, 2016USD ($) | May 27, 2016USD ($) | Feb. 19, 2016EUR (€) | Feb. 19, 2016USD ($) | Nov. 04, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€) | Sep. 30, 2016USD ($) | Feb. 19, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | $ 92,307,000 | $ 91,234,000 | |||||||||||||
Acquisition of NCI | $ 226,000 | ||||||||||||||
Net income | $ (5,137,000) | $ 20,825,000 | 63,979,000 | $ 89,685,000 | |||||||||||
Revenues | 128,876,000 | $ 109,318,000 | $ 419,626,000 | $ 380,413,000 | |||||||||||
Contributed Earnings since acquisition date | $ (231,000) | ||||||||||||||
Mascus International Holdings BV [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash consideration | € 26,553 | $ 29,580,000 | |||||||||||||
Voting equity interests acquired, percentage | 100.00% | 100.00% | |||||||||||||
Contingent consideration | € 3,198 | € 3,198 | 3,563,000 | $ 3,563,000 | |||||||||||
Contingent consideration fair value | 3,080 | 3,431,000 | |||||||||||||
Goodwill | $ 19,664,000 | ||||||||||||||
Contributed Revenue since acquisition date | 1,977,000 | $ 5,282,000 | |||||||||||||
Legal and other acquisition-related costs | 749,000 | ||||||||||||||
Obligation to pay additional amount | € 1,625 | 1,849,000 | |||||||||||||
Period to make additional amount of obligation upon achievement of certain condition | 3 years | ||||||||||||||
Mascus Subsidiary [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition of NCI | $ 226,000 | ||||||||||||||
Xcira LLC [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash consideration | $ 12,359,000 | ||||||||||||||
Voting equity interests acquired, percentage | 75.00% | ||||||||||||||
Percentage ownership by non-controlling interest holders | 25.00% | ||||||||||||||
Contingent consideration | $ 0 | ||||||||||||||
Goodwill | 10,659,000 | ||||||||||||||
Fair value of the non-controlling interest | $ 4,119,000 | ||||||||||||||
Contributed Revenue | 1,892,000 | $ 6,189,000 | |||||||||||||
Contributed Earnings | 89,000 | 1,011,000 | |||||||||||||
Xcira LLC [Member] | Consolidation, Eliminations [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contributed Revenue | $ 845,000 | $ 2,707,000 | |||||||||||||
Xcira LLC [Member] | Xcira Founder [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Obligation to pay additional amount | 2,000,000 | ||||||||||||||
Period to make additional amount of obligation upon achievement of certain condition | 3 years | ||||||||||||||
Petrowsky Auctioneers Inc. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash consideration | $ 6,250,000 | ||||||||||||||
Retention payment | 750,000 | ||||||||||||||
Contingent consideration fair value | 1,433,000 | ||||||||||||||
Goodwill | 4,308,000 | ||||||||||||||
Contributed Revenue | $ 401,000 | ||||||||||||||
Legal and other acquisition-related costs | 177,000 | ||||||||||||||
Period to make additional amount of obligation upon achievement of certain condition | 3 years | ||||||||||||||
Petrowsky Auctioneers Inc. [Member] | Maximum [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contingent consideration | 3,000,000 | ||||||||||||||
Obligation to pay additional amount | $ 1,000,000 | ||||||||||||||
Customer Relationships [Member] | Mascus International Holdings BV [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 17 years | ||||||||||||||
Customer Relationships [Member] | Xcira LLC [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 20 years | ||||||||||||||
Customer Relationships [Member] | Petrowsky Auctioneers Inc. [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 10 years | ||||||||||||||
Trade Names [Member] | Mascus International Holdings BV [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 5 years | ||||||||||||||
Software [Member] | Mascus International Holdings BV [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Useful life | 5 years | ||||||||||||||
Future Software Development [Member] | Xcira LLC [Member] | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Obligation to pay additional amount | $ 2,700,000 | ||||||||||||||
Period to make additional amount of obligation upon achievement of certain condition | 2 years |
Business Combinations (Schedule
Business Combinations (Schedule of Assets Acquired and Liabilities Assumed) (Details) € in Thousands, $ in Thousands | Aug. 01, 2016USD ($) | Feb. 19, 2016EUR (€) | Feb. 19, 2016USD ($) | Nov. 04, 2015USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||
Goodwill acquired on acquisition | $ 92,307 | $ 91,234 | |||||
Mascus International Holdings BV [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | € 26,553 | $ 29,580 | |||||
Fair value of contingent consideration | 3,431 | ||||||
Non-controlling interests | [1] | 596 | |||||
Total fair value at acquisition date | 33,607 | ||||||
Cash and cash equivalents | 1,457 | ||||||
Trade and other receivables | 1,290 | ||||||
Prepaid expenses | 528 | ||||||
Property, plant and equipment | 104 | ||||||
Intangible assets | [2] | 14,817 | |||||
Trade and other payables | 1,533 | ||||||
Other non-current liabilities | 37 | ||||||
Deferred tax liabilities | 2,683 | ||||||
Fair value of identifiable net assets acquired | 13,943 | ||||||
Goodwill acquired on acquisition | $ 19,664 | ||||||
Mascus International Holdings BV [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortization life | 17 years | ||||||
Xcira LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 12,359 | ||||||
Non-controlling interests | 4,119 | ||||||
Total fair value at acquisition date | 16,478 | ||||||
Cash and cash equivalents | 252 | ||||||
Trade and other receivables | 1,382 | ||||||
Prepaid expenses | 62 | ||||||
Property, plant and equipment | 314 | ||||||
Other non-current assets | 11 | ||||||
Intangible assets | [3] | 4,300 | |||||
Trade and other payables | 502 | ||||||
Fair value of identifiable net assets acquired | 5,819 | ||||||
Goodwill acquired on acquisition | $ 10,659 | ||||||
Xcira LLC [Member] | Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortization life | 5 years | ||||||
Xcira LLC [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortization life | 20 years | ||||||
Petrowsky Auctioneers Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 6,250 | ||||||
Fair value of contingent consideration | 1,433 | ||||||
Total fair value at acquisition date | 7,683 | ||||||
Property, plant and equipment | 441 | ||||||
Intangible assets | [4] | 2,934 | |||||
Fair value of identifiable net assets acquired | 3,375 | ||||||
Goodwill acquired on acquisition | $ 4,308 | ||||||
Petrowsky Auctioneers Inc. [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortization life | 10 years | ||||||
[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 $226,000. | ||||||
[2] | Intangible assets consist of customer relationships with estimated useful lives of 17 years, indefinite-lived trade names, and software assets with estimated useful lives of five years. | ||||||
[3] | Consists of existing technology and customer relationships with an amortization life of five and 20 years, respectively | ||||||
[4] | Consists of customer relationships with an amortization life of 10 years. |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] | Oct. 27, 2016USD ($) |
Subsequent Event [Line Items] | |
Debt extinguishment costs | $ 6,857,000 |
Committed Revolving Credit Facilities [Member] | |
Subsequent Event [Line Items] | |
Terminated facility | 312,961,000 |
Uncommitted Credit Facilities [Member] | |
Subsequent Event [Line Items] | |
Terminated facility | 292,159,000 |
Committed Seasonal Bulge Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Terminated facility | $ 50,000,000 |
Credit Agreement [Member] | |
Subsequent Event [Line Items] | |
Maturity period | 5 years |
Revolving Credit Facility [Member] | |
Subsequent Event [Line Items] | |
Terminated facility | $ 150,000,000 |
Delayed-Draw Facility [Member] | Credit Agreement [Member] | |
Subsequent Event [Line Items] | |
Amortization, first period | 5.00% |
Amortization, second period | 10.00% |
Minimum [Member] | Credit Agreement [Member] | |
Subsequent Event [Line Items] | |
Commitment fee, percent | 0.25% |
Minimum [Member] | Credit Agreement [Member] | Base Rate [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 0.25% |
Minimum [Member] | Credit Agreement [Member] | LIBOR [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 1.25% |
Maximum [Member] | Credit Agreement [Member] | |
Subsequent Event [Line Items] | |
Commitment fee, percent | 0.50% |
Maximum [Member] | Credit Agreement [Member] | Base Rate [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 1.50% |
Maximum [Member] | Credit Agreement [Member] | LIBOR [Member] | |
Subsequent Event [Line Items] | |
Spread on variable rate | 2.50% |
Maximum [Member] | Multicurrency Facilities [Member] | Credit Agreement [Member] | |
Subsequent Event [Line Items] | |
Increment amount | $ 50,000,000 |
Bridge Loan Facility [Member] | Commitment Letter [Member] | |
Subsequent Event [Line Items] | |
Terminated facility | $ 350,000,000 |