Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 02, 2017 | |
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 | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 106,985,954 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Income Statements [Abstract] | ||
Revenues (note 6) | $ 124,499 | $ 131,945 |
Costs of services, excluding depreciation and amortization (note 7) | 12,813 | 15,313 |
Gross revenue, net of expenses | 111,686 | 116,632 |
Selling, general and administrative expenses (note 7) | 70,575 | 67,110 |
Acquisition-related costs (note 7) | 8,627 | 1,197 |
Depreciation and amortization expenses (note 7) | 10,338 | 10,080 |
Gain on disposition of property, plant and equipment | (721) | (246) |
Foreign exchange gain | (730) | (683) |
Operating income | 23,597 | 39,174 |
Other income (expense): | ||
Interest income | 955 | 498 |
Interest expense | (8,133) | (1,363) |
Equity income (loss) (note 17) | (53) | 519 |
Other, net | 1,382 | 698 |
Other income (expense) | (5,849) | 352 |
Income before income taxes | 17,748 | 39,526 |
Income tax expense (recovery) (note 8): | ||
Current | 7,488 | 10,009 |
Deferred | (173) | (477) |
Income tax expense | 7,315 | 9,532 |
Net income | 10,433 | 29,994 |
Net income attributable to: | ||
Stockholders | 10,377 | 29,406 |
Non-controlling interests | $ 56 | $ 588 |
Earnings per share attributable to stockholders (note 9): | ||
Basic | $ 0.10 | $ 0.28 |
Diluted | $ 0.10 | $ 0.27 |
Weighted average number of shares outstanding (note 9): | ||
Basic | 106,851,595 | 106,917,280 |
Diluted | 107,788,949 | 107,159,010 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||
Net income | $ 10,433 | $ 29,994 |
Other comprehensive income, net of income tax: | ||
Foreign currency translation adjustment | 7,440 | 12,195 |
Total comprehensive income | 17,873 | 42,189 |
Total comprehensive income attributable to: | ||
Stockholders | 17,813 | 41,434 |
Non-controlling interests | $ 60 | $ 755 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 236,894 | $ 207,867 |
Restricted cash | 137,986 | 50,222 |
Trade and other receivables | 112,353 | 52,979 |
Inventory (note 12) | 20,868 | 28,491 |
Advances against auction contracts | 7,485 | 5,621 |
Prepaid expenses and deposits | 15,114 | 19,005 |
Assets held for sale (note 13) | 242 | 632 |
Income taxes receivable | 15,091 | 13,181 |
Total Current Assets | 546,033 | 377,998 |
Property, plant and equipment (note 14) | 515,019 | 515,030 |
Equity-accounted investments (note 17) | 7,197 | 7,326 |
Restricted cash (note 10) | 500,000 | 500,000 |
Deferred debt issue costs | 5,853 | 6,182 |
Other non-current assets | 4,711 | 4,027 |
Intangible assets (note 15) | 74,987 | 72,304 |
Goodwill (note 16) | 98,065 | 97,537 |
Deferred tax assets | 22,450 | 19,129 |
Total Assets | 1,774,315 | 1,599,533 |
Current liabilities: | ||
Auction proceeds payable | 278,195 | 98,873 |
Trade and other payables | 115,434 | 124,694 |
Income taxes payable | 1,378 | 5,355 |
Short-term debt (note 18) | 24,616 | 23,912 |
Total Current Liabilities | 419,623 | 252,834 |
Long-term debt (note 18) | 596,438 | 595,706 |
Share unit liabilities | 2,404 | 4,243 |
Other non-current liabilities | 14,972 | 14,583 |
Deferred tax liabilities | 39,691 | 36,387 |
Total Liabilities | 1,073,128 | 903,753 |
Contingencies (note 21) | ||
Contingently redeemable performance share units (note 20) | 5,021 | 3,950 |
Share capital: | ||
Common shares; no par value, unlimited shares authorized, issued and outstanding shares: 106,954,951 (December 31, 2016: 106,822,001) | 129,625 | 125,474 |
Additional paid-in capital | 28,227 | 27,638 |
Retained earnings | 593,212 | 601,071 |
Accumulated other comprehensive loss | (59,690) | (67,126) |
Stockholders' equity | 691,374 | 687,057 |
Non-controlling interest | 4,792 | 4,773 |
Total Equity | 696,166 | 691,830 |
Total Liabilities and Equity | $ 1,774,315 | $ 1,599,533 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common shares, no par value | ||
Common Stock, Shares Authorized, Unlimited | Unlimited | Unlimited |
Common shares, issued shares | 106,954,951 | 106,822,001 |
Common shares, outstanding shares | 106,954,951 | 106,822,001 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Equity - 3 months ended Mar. 31, 2017 - 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, 2016 | $ 125,474 | $ 27,638 | $ 601,071 | $ (67,126) | $ 4,773 | $ 691,830 | |
Balance, shares at Dec. 31, 2016 | 106,822,001 | ||||||
Contingently redeemable Performance share units, Balance at Dec. 31, 2016 | $ 3,950 | 3,950 | |||||
Net income | 10,377 | 56 | 10,433 | ||||
Other comprehensive income | 7,436 | 4 | 7,440 | ||||
Comprehensive income | 10,377 | 7,436 | 60 | 17,873 | |||
Stock option exercises | $ 4,151 | (739) | 3,412 | ||||
Stock option exercises, shares | 132,950 | ||||||
Stock option compensation expense (note 20) | 1,311 | 1,311 | |||||
Equity-classified PSU expense (note 20) | 15 | 997 | 15 | ||||
Equity-classified PSU dividend equivalents | 2 | (47) | 45 | (45) | |||
Change in value of contingently redeemable equity-classified PSUs | (29) | 29 | (29) | ||||
Cash dividends paid (note 19) | (18,160) | (41) | (18,201) | ||||
Balance at Mar. 31, 2017 | $ 129,625 | $ 28,227 | $ 593,212 | $ (59,690) | $ 4,792 | 696,166 | |
Balance, shares at Mar. 31, 2017 | 106,954,951 | ||||||
Contingently redeemable Performance share units, Balance at Mar. 31, 2017 | $ 5,021 | $ 5,021 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net income | $ 10,433 | $ 29,994 |
Adjustments for items not affecting cash: | ||
Depreciation and amortization expenses (note 7) | 10,338 | 10,080 |
Inventory write down (note 12) | 355 | 0 |
Stock option compensation expense (note 20) | 1,311 | 1,070 |
Equity-classified PSU expense (note 20) | 1,012 | |
Deferred income tax recovery | (173) | (477) |
Equity loss (income) less dividends received | 53 | (519) |
Unrealized foreign exchange gain | (240) | (621) |
Change in fair value of contingent consideration | (430) | |
Gain on disposition of property, plant and equipment | (721) | (246) |
Debt issue cost amortization | 445 | |
Other, net | 114 | |
Net changes in operating assets and liabilities (note 10) | 112,045 | 126,394 |
Net cash provided by operating activities | 134,542 | 165,675 |
Investing activities: | ||
Acquisition of Mascus (note 22) | (27,812) | |
Property, plant and equipment additions | (1,863) | (2,444) |
Intangible asset additions | (5,664) | (3,711) |
Proceeds on disposition of property, plant and equipment | 1,505 | 824 |
Other, net | (173) | |
Net cash used in investing activities | (6,022) | (33,316) |
Financing activities: | ||
Issuances of share capital | 3,412 | 3,031 |
Share repurchase (note 19) | (36,726) | |
Dividends paid to stockholders (note 19) | (18,160) | (17,154) |
Dividends paid to NCI | (41) | (2,296) |
Proceeds from short-term debt | 1,219 | 30,179 |
Repayment of short-term debt | (1,009) | (2,283) |
Repayment of finance lease obligations | (438) | (493) |
Other, net | (48) | 32 |
Net cash used in financing activities | (15,065) | (25,710) |
Effect of changes in foreign currency rates on cash and cash equivalents | 3,336 | 12,123 |
Cash, cash equivalents, and restricted cash: | ||
Increase | 116,791 | 118,772 |
Beginning of period | 758,089 | 293,246 |
Cash, cash equivalents, and restricted cash, end of period (note 10) | $ 874,880 | $ 412,018 |
General Information
General Information | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016, included in the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission (“SEC”). 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. (b) Revenue recognition Revenues are comprised of: · commissions earned at the Company’s 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, fees from value-added services, as well as fees paid by buyers on online marketplace sales. 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. Commissions from sales at the Company’s auctions represent the percentage earned by the Company on the gross auction proceeds from equipment and other assets sold at auction. The majority of the Company’s commissions are earned as a pre-negotiated fixed rate of the gross selling price. Other commissions from sales at the Company’s 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. 2. Significant accounting policies (continued) (b) Revenue recognition (continued) 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. These remaining service obligations are not an essential part of the auction services provided by the Company. Under the standard terms and conditions of its auction sales, the Company is not obligated to pay a consignor for property that has not been paid for by the buyer, provided the property has not been released to the buyer. In the rare event where a buyer refuses to take title of the property, the sale is cancelled in the period in which the determination is made, and the property is returned to the consignor. 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 21). 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. 2. Significant accounting policies (continued) (b) Revenue recognition (continued) Fees Fees earned in the process of conducting the Company’s auctions include administrative, documentation, and advertising fees. Fees from value-added services include financing and technology service fees. Fees also include 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. (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 (“PSU”) 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. PSUs awarded under the senior executive and employee PSU plans (described in note 20) are contingently redeemable in cash in the event of death of the participant. The contingently redeemable portion of the senior executive PSU awards, which represents the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, is recognized as temporary equity. The balance reported in temporary equity increases on the same basis as the related compensation expense over the service period of the award, with any excess of the temporary equity value over the amount recognized in compensation expense charged against retained earnings. In the event it becomes probable an award is going to become eligible for redemption by the holder, the award would be reclassified to a liability award. 2. Significant accounting policies (continued) (d) Share-based payments (continued) 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 20. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. (e) Goodwill Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination. Goodwill is allocated to the Core Auction, the EquipmentOne, or the Mascus reporting unit. Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31 and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. 2. Significant accounting policies (continued) (f) Early adoption of new accounting pronouncements (i) In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. Entities still have the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. Where an annual or interim quantitative impairment test is necessary, there is only one step, which is to compare the fair value of a reporting unit with its carrying value. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments are applied on a prospective basis. Because the amendments reduce the cost and complexity of goodwill impairment testing, the Company has early adopted ASU 2017-04 in the first quarter of 2017. (g) New and amended accounting standards (i) Effective January 1, 2017, the Company adopted ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments , which impacts entities that are issuers of or investors in debt instruments – or hybrid financial instruments determined to have a debt host – with embedded call (put) options. One of the criteria for bifurcating an embedded derivative is assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to those of their debt hosts. The amendments of ASU 2016-06 clarify the steps required in making this assessment for contingent call (put) options that can accelerate the payment of principal on debt instruments. Specifically, ASU 2016-06 requires the call (or put) options to be assessed solely in accordance with a four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the triggering event is related to interest rates or credit risks. The standard was applied on a modified retrospective basis to existing debt instruments as of January 1, 2017. A doption of this standard did not have a significant impact on the Company’s consolidated financial statements. (ii) Effective January 1, 2017 , the Company adopted ASU 201 6-09 , Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which requires an entity to recognize share-based payment (“SBP”) award income tax effects in the income statement when the awards vest or are settled. Consequently, the requirement for entities to track additional paid-in capital (“APIC”) pools is eliminated. Other amendments include: · All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period. These amendments were applied prospectively. 2. Significant accounting policies (continued) (g) New and amended accounting standards (continued) · Because excess taxes no longer flow through APIC, when applying the treasury stock method in calculating diluted earnings per share (“EPS”), the assumed proceeds will no longer include any estimated excess taxes. Excess tax benefits increase assumed proceeds, which results in more hypothetical shares being reacquired. The incremental number of dilutive shares for diluted EPS is calculated as the number of shares from the assumed exercise of the stock less the hypothetical shares reacquired. Therefore, removing excess tax benefits from the equation results in fewer hypothetical shares being reacquired, increasing the incremental number of dilutive shares. · Excess tax benefits are classified along with other income tax cash flows as an operating activity in the statement of cash flows . The Company elected to apply this amendment prospectively. · An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. Since forfeiture rates of the Company’s stock awards have historically been nominal and represent an insignificant assumption used in management’s estimate of the fair value of those awards, the Company has elected to account for forfeitures as they occur. This accounting policy change was applied on a modified retrospective basis and did not have an impact on the Company’s consolidated financial statements. · The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. This amendment was applied on a modified retrospective basis. · Cash paid by an employer when directly withholding shares for tax-withholding purposes is classified as a financing activity in the statement of cash flows . This amendment was applied prospectively. Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. (h) 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. ASU 2014-09 permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. 2. Significant accounting policies (continued) ( h) Recent accounting standards not yet adopted (continued) In 2015, the Company established a global new revenue accounting standard adoption team, consisting of financial reporting and accounting advisory representatives from across all geographical regions and business operations. The team developed an adoption framework that continues to be used as guidance in identifying the Company’s significant contracts with customers. In 2016, the team commenced its analysis, with the initial focus being on the impact of the amendments on accounting for the Company’s straight commission contracts, underwritten (inventory and guarantee) commission contracts, and ancillary service contracts. The team is currently in the process of identifying the appropriate changes to our business processes, systems, and controls required to adopt the amendments based on preliminary findings. Since its inception, the team has regularly reported the findings and progress of the adoption project to management and the Audit Committee. The team is also working closely with management and the Audit Committee to determine the most appropriate method of adoption of ASU 2014-09, which has not yet been selected primarily due to the uncertainty over if and when the Company will receive approval to acquire IronPlanet Holdings, Inc. (note 21). Due to the complexity of applying the amendments retrospectively in the event the acquisition is approved, the Company is evaluating recently issued guidance on practical expedients as part of the adoption method decision. The team has been closely monitoring FASB activity related to ASU 2014-09 in order to conclude on specific interpretative issues. In early 2016, the team’s progress was aided by the FASB issuing ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer. The team continues to assess the potential effect that these amendments are expected to have on the accounting for inventory commission and certain value-added service contracts, which are currently accounted for on a net as an agent basis within commission and fee revenues, respectively. (ii) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. For short-term leases, defined as those with a term of 12 months or less, the lessee is permitted to make an accounting policy election not to recognize the lease assets and 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. 2. Significant accounting policies (continued) ( h) Recent accounting standards not yet adopted (continued) (iii) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net ) . The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer. Where such control exists – i.e. where the entity is required to provide the specified good or service itself – the entity is a ‘principal’. Where the entity is required to arrange for another party to provide the good or service, it is an agent. The effective date and transition requirements of ASU 2016-08 are the same as for ASU 2014-09, which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (iv) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments , 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. (v) I n January 2017, the FASB issued ASU 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business , whose amendments provide a screen to determine when an integrated set of assets and activities does not constitute a business as defined by Topic 805. Specifically, the amendments require that a set is not a business when substantially all the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets. This screen reduces the number of transactions that need to be further evaluated and as such, it is anticipated that more acquisitions will be accounted for as asset acquisitions rat her than business combinations. If the screen is not met, the amendments: 1) Require that the set must, at a minimum, include an input and a substantive process that together significantly contribute to the ability to create an output in order to be considered a business; and 2) Remove the evaluation of whether a market participant could replace missing elements. The amendments also provide a framework to assist in evaluating whether both an input and a substantive process are present, and this framework includes two sets of criteria to consider that depend on whether a set has outputs. Finally, the amendments narrow the definition of the term “output” so the term is consistent with how outputs are described in Topic 606 Revenue from Contracts with Customers . ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments are applied prospectively on or after the effective date. No disclosures are required at transition. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. 2. Significant accounting policies (continued) ( h) Recent accounting standards not yet adopted (continued) (vi) In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Dere cognition of Nonfinancial Assets (Subtopic 610-20) : Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the scope of Subtopic 610-20 and adds clarity around accounting for partial sales of nonfinancial assets and the identification of, allocation of consideration to, and derecognition of distinct nonfinancial assets. The amendments also define ‘in substance nonfinancial assets’, which are within the scope of Subtopic 610-20, and clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. ASU 2017-05 is effective at the same time as ASU 2014- 09 , which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in ASU 2017-05 must be applied at the same time as the amendments in ASU 2014-09. Entities may elect to apply these amendments retrospectively to each period presented in the financial statements or using a modified retrospective basis as of the beginning of the fiscal year of adoption. The Company 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 | 3 Months Ended |
Mar. 31, 2017 | |
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, and share-based compensation. |
Seasonality of Operations
Seasonality of Operations | 3 Months Ended |
Mar. 31, 2017 | |
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 | 3 Months Ended |
Mar. 31, 2017 | |
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 5. Segmented information (continued) · 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.” Three months ended March 31, 2017 Core Auction Other Consolidated Revenues $ 117,772 $ 6,727 $ 124,499 Costs of services, excluding depreciation and amortization (12,038) (775) (12,813) Selling, General, and administrative expenses ("SG&A") (65,570) (5,005) (70,575) Depreciation and amortization expenses (9,454) (884) (10,338) $ 30,710 $ 63 $ 30,773 Acquisition-related costs (8,627) Gain on disposition of property, plant and equipment 721 Foreign exchange gain 730 Operating income $ 23,597 Equity loss (53) Other and income tax expenses (13,111) Net income $ 10,433 Three months ended March 31, 2016 Core Auction Other Consolidated Revenues $ 127,340 $ 4,605 $ 131,945 Costs of services, excluding depreciation and amortization (14,785) (528) (15,313) SG&A expenses (64,514) (2,596) (67,110) Depreciation and amortization expenses (9,304) (776) (10,080) $ 38,737 $ 705 $ 39,442 Acquisition-related costs (1,197) Gain on disposition of property, plant and equipment 246 Foreign exchange gain 683 Operating income $ 39,174 Equity income 519 Other and income tax expenses (9,699) Net income $ 29,994 |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2017 | |
Revenues [Abstract] | |
Revenues | 6 . Revenues The Company’s revenue from the rendering of services is as follows: Three months ended March 31, 2017 2016 Commissions $ 91,944 $ 99,793 Fees 32,555 32,152 $ 124,499 $ 131,945 Net profits on inventory sa les included in commissions are: Three months ended March 31, 2017 2016 Revenue from inventory sales $ 76,048 $ 124,557 Cost of inventory sold (63,401) (111,536) $ 12,647 $ 13,021 |
Operating Expenses
Operating Expenses | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 2016 Employee compensation expenses $ 5,476 $ 6,258 Buildings, facilities and technology expenses 1,546 2,295 Travel, advertising and promotion expenses 4,656 5,937 Other costs of services 1,135 823 $ 12,813 $ 15,313 S G&A ex penses Three months ended March 31, 2017 2016 Employee compensation expenses $ 44,455 $ 44,011 Buildings, facilities and technology expenses 12,270 11,236 Travel, advertising and promotion expenses 6,586 5,530 Professional fees 3,100 2,766 Other SG&A expenses 4,164 3,567 $ 70,575 $ 67,110 7. Operating expenses (continued) Acquisition-related costs Three months ended March 31, 2017 2016 IronPlanet $ 7,691 $ - Mascus: (note 22) Continuing employment costs 156 173 Other acquisition-related costs - 718 Xcira: Continuing employment costs 381 306 Petrowsky: (note 22) Continuing employment costs 212 - Kramer: (note 22) Continuing employment costs 115 - Other acquisition-related costs 72 - $ 8,627 $ 1,197 Depreciation and amortization expenses Three months ended March 31, 2017 2016 Depreciation expense $ 6,792 $ 7,783 Amortization expense 3,546 2,297 $ 10,338 $ 10,080 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Taxes [Abstract] | |
Income Taxes | 8 . 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 months ended March 31 , 201 7 was 41.2% (201 6 : 24.1% ). The effective tax rate for the three months ended March 31, 2017 was impacted by a $2,290,000 expense related to an increase in uncertain tax positions and the effect of estimated non-deductible acquisition-related costs to be incurred in 2017. |
Earnings Per Share Attributable
Earnings Per Share Attributable to Stockholders | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share Attributable to Stockholders [Abstract] | |
Earnings Per Share Attributable to Stockholders | 9. Earnings per shar e attributable to stockholders Basic earnings per share (“EPS”) attributable to stockholders was calculated by dividing the net income attributable to stockholders by the weighted average (“WA”) number of common shares outstanding. Diluted EPS attributable to stockholders was calculated by dividing the net income attributable to stockholders after giving effect to outstanding dilutive stock options and PSUs by the WA number of shares outstanding adjusted for all dilutive securities. Net income WA attributable to number Per share Three months ended March 31, 2017 stockholders of shares amount Basic $ 10,377 106,851,595 $ 0.10 Effect of dilutive securities: PSUs 27 263,557 - Stock options - 673,797 - Diluted $ 10,404 107,788,949 $ 0.10 Net income WA attributable to number Per share Three months ended March 31, 2016 stockholders of shares amount Basic $ 29,406 106,917,280 $ 0.28 Effect of dilutive securities: Stock options - 241,730 (0.01) Diluted $ 29,406 107,159,010 $ 0.27 In respect of PSUs awarded under the senior executive and employee PSU plans (described in note 20), 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 months ended March 31, 2017, PSUs to purchase nil common shares were outstanding but excluded from the calculation of diluted EPS attributable to stockholders as they were anti-dilutive (2016: nil ) . For the three m onths ended March 31, 2017 , stock options to purchase nil common shares were outstanding but excluded from the calculation of diluted EPS attributable to stockholders as they were anti-dilutive ( 2016 : 2,980,470 ). |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 10. Supplemental cash flow information Three months ended March 31, 2017 2016 Trade and other receivables (58,839) (67,653) Inventory 7,813 30,476 Advances against auction contracts (1,806) 1,048 Prepaid expenses and deposits 4,010 278 Income taxes receivable (1,910) (6,097) Auction proceeds payable 178,655 184,437 Trade and other payables (11,402) 4,113 Income taxes payable (4,052) (12,305) Share unit liabilities (408) (2,358) Other (16) (5,545) Net changes in operating assets and liabilities $ 112,045 $ 126,394 Three months ended March 31, 2017 2016 Interest paid, net of interest capitalized $ 7,622 $ 1,393 Interest received 956 498 Net income taxes paid 14,756 27,172 Non-cash transactions: Non-cash purchase of property, plant and equipment under capital lease 207 361 March 31, December 31, 2017 2016 Cash and cash equivalents $ 236,894 $ 207,867 Restricted cash: Current 137,986 50,222 Non-current 500,000 500,000 Cash, cash equivalents, and restricted cash $ 874,880 $ 758,089 On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15, 2025 (note 18). Upon the closing of the offering, the gross proceeds from the offering were deposited in to an Escrow account. The funds will be held in escrow until the completion of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will acquire IronPlanet (note 21) . 10. Supplemental cash flow information (continued) In the fourth quarter of 2016, Company early adopted ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash , which requires that the change in the total of cash, cash equivalents, and restricted cash during a reporting period be explained in the Statement of Cash Flows (“SCF”). Therefore, the Company has included its restricted cash balances when reconciling the total beginning and end of period amounts shown on the face of the SCF. The effect of this change is detailed below. Three months ended March 31, 2016 Net changes in operating assets and liabilities: As reported $ 94,733 Current presentation 126,394 Net cash provided by (used in) operating activities: As reported 134,014 Current presentation 165,675 Effect of changes in foreign currency rates on cash: As reported 8,938 Current presentation 12,123 Increase (decrease) in cash: As reported 83,926 Current presentation 118,772 Cash and cash equivalents 294,074 Total cash, cash equivalents and restricted cash 412,018 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | 1 1 . 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. 11. Fair value measurement (continued) March 31, 2017 December 31, 2016 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed, recurring: Cash and cash equivalents Level 1 $ 236,894 $ 236,894 $ 207,867 $ 207,867 Restricted cash Level 1 637,986 637,986 550,222 550,222 Short-term debt (note 18) Level 2 24,616 24,616 23,912 23,912 Long-term debt (note 18) Senior unsecured notes Level 1 495,863 508,750 495,780 509,500 Revolving loans Level 2 100,575 100,575 99,926 99,926 The carrying value of the Company‘s cash and cash equivalents, restricted cash, trade and other receivables, advances against auction contracts, auction proceeds payable, trade and other payables, and revolving loans approximate their fair values due to their short terms to maturity. The fair value of the senior unsecured notes is determined by reference to a quoted market price. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Inventory [Abstract] | |
Inventory | 12 . 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 months ended March 3 1 , 201 7 , the Company recorded an inventory write-down of $355,000 ( 201 6 : $ nil ). Of inventory held at March 31, 2017 , 99% is expected to be sold prior to the end of June 2017 with the remainder sold by the end of November 2017 ( December 31, 2016 : 93% sold by the end of March 2017 with the remainder sold by the end of June 2017). |
Assets Held For Sale
Assets Held For Sale | 3 Months Ended |
Mar. 31, 2017 | |
Assets Held For Sale [Abstract] | |
Assets Held For Sale | 13 . Assets held for sale Balance, December 31, 2016 $ 632 Disposal (390) Balance, March 31, 2017 $ 242 During the three months ended March 31, 2017, the Company sold excess auction site acreage in Orlando, United States, for net proceeds of $953,000 resulting in a gain of $564,000 . As at March 31, 2017 , the Company’s assets held for sale consisted of excess auction site acreage located in Denver , 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 . 1 3 . 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 March 31, 2017 . |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 14 . Property, plant and equipment As at March 31, 2017 Cost Accumulated depreciation Net book value Land and improvements $ 366,236 $ (62,549) $ 303,687 Buildings 258,414 (94,256) 164,158 Yard and automotive equipment 55,038 (38,974) 16,064 Computer software and equipment 67,311 (58,966) 8,345 Office equipment 23,247 (17,149) 6,098 Leasehold improvements 20,427 (13,057) 7,370 Assets under development 9,297 - 9,297 $ 799,970 $ (284,951) $ 515,019 As at December 31, 2016 Cost Accumulated depreciation Net book value Land and improvements $ 362,283 $ (60,576) $ 301,707 Buildings 256,168 (91,323) 164,845 Yard and automotive equipment 55,352 (38,560) 16,792 Computer software and equipment 66,265 (57,624) 8,641 Office equipment 22,963 (16,706) 6,257 Leasehold improvements 20,199 (12,541) 7,658 Assets under development 9,130 - 9,130 $ 792,360 $ (277,330) $ 515,030 During the three months ended March 3 1 , 201 7, interest of $17,000 was capitalized to the cost of assets under development (201 6 : $12,000 ) . These interest costs relating to qualifying assets are capitalized at a weighted average rate of 2.40% (201 6 : 6.03% ). |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 1 5 . Intangible assets As at March 31, 2017 Cost Accumulated amortization Net book value Trade names and trademarks $ 5,643 $ (151) $ 5,492 Customer relationships 25,773 (1,722) 24,051 Software 48,864 (16,001) 32,863 Software under development 12,581 - 12,581 $ 92,861 $ (17,874) $ 74,987 As at December 31, 2016 Cost Accumulated amortization Net book value Trade names and trademarks $ 5,585 $ (50) $ 5,535 Customer relationships 25,618 (1,072) 24,546 Software 36,566 (13,116) 23,450 Software under development 18,773 - 18,773 $ 86,542 $ (14,238) $ 72,304 During the three months ended March 3 1 , 201 7, interest of $37,000 was capitalized to the cost of software under development (201 6 : $80,000) . These interest costs relating to qualifying assets are capitalized at a weighted average rate of 2.43% ( 201 6 : 6.39% ). |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 1 6 . Goodwill Balance, December 31, 2016 $ 97,537 Foreign exchange movement 528 Balance, March 31, 2017 $ 98,065 |
Equity-Accounted Investments
Equity-Accounted Investments | 3 Months Ended |
Mar. 31, 2017 | |
Equity-Accounted Investments [Abstract] | |
Equity-Accounted Investments | 17. 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 March 31, December 31, percentage 2017 2016 Cura Classis entities 48% $ 4,519 $ 4,594 Other equity investments 32% 2,678 2,732 7,197 7,326 As a result of the Company’s investments, the Company is exposed to risks associated with the results of operations of the Cura Classis entities. The Company has no other business relationships with the Cura Classis entities. The Company’s maximum risk of loss associated with these entities is the investment carrying amount. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Debt | 18 . Debt Carrying amount March 31, December 31, 2017 2016 Short-term debt $ 24,616 $ 23,912 Long-term debt: Revolving loan, denominated in Canadian dollars, unsecured, bearing interest at a weighted average rate of 2.426% , due in monthly installments of interest only, with the committed, revolving credit facility available until October 2021 70,575 69,926 Revolving loan, denominated in United States dollars, unsecured, bearing interest at a weighted average rate of 2.280% , due in monthly installments of interest only, with the committed, revolving credit facility available until October 2021 30,000 30,000 Senior unsecured notes, bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January 2025 500,000 500,000 Less: unamortized debt issue costs (4,137) (4,220) 596,438 595,706 Total debt $ 621,054 $ 619,618 18 . Debt (continued) Short -term debt at March 31, 2017 is comprised of drawings in different currencies on the Company’s commit ted revolving credit facilities and have a weight ed average interest rate of 2.2% ( December 31, 2016 : 2.2 % ). As at March 31, 2017, the Company had available committed revolving credit facilities aggregating $548,141,000 of which $537,100,000 is available until October 27, 2021. The Company also had available $325,000,000 under the delayed draw term loan facility. |
Equity and Dividends
Equity and Dividends | 3 Months Ended |
Mar. 31, 2017 | |
Equity and Dividends [Abstract] | |
Equity and Dividends | 19 . 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 There were no common shares repurchased during the three months ended March 31, 2017 (2016: 1,460,000 repurchased common shares, which were cancelled on March 15, 2016). Dividends Declared and paid The Company declared and paid the following dividends during the three months ended March 31, 2017 and 2016 : Declaration date Dividend per share Record date Total dividends Payment date Fourth quarter 2016 January 23, 2017 $ 0.1700 February 10, 2017 $ 18,160 March 3, 2017 Fourth quarter 2015 January 15, 2016 $ 0.1600 February 12, 2016 $ 17,154 March 4, 2016 Declared and undistributed Subsequent to March 31, 2017, the Company’s Board of Directors declared a quarterly dividend of $0.17 cents per common share, payable on June 13, 2017 to stockholders of record on May 23, 2017 . 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 $3,667,000 for the three months ended March 3 1 , 201 7 (201 6 : $8,882,000 ) . |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2017 | |
Share-Based Payments [Abstract] | |
Share-Based Payments | 20. Share-based payments Share-based payments consist of the following compensation costs recognized in selling, general and administrative expenses: Three months ended March 31, 2017 2016 Stock option compensation expense $ 1,311 1,070 Share unit expense: Equity-classified PSUs 1,012 - Liability-classified share units (407) 1,272 Employee share purchase plan - employer contributions 436 353 $ 2,352 $ 2,695 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 three months ended March 31, 2017 is presented below: WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2016 3,366,714 $ 24.02 7.5 $ 33,601 Granted 757,898 32.16 Exercised (132,950) 25.67 $ 913 Forfeited (3,188) 24.19 Outstanding, March 31, 2017 3,988,474 $ 25.51 7.8 $ 29,468 Exercisable, March 31, 2017 1,869,010 $ 23.36 6.4 $ 17,823 The 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 three months ended March 31, 2017 and 2016 are presented in the following table on a weighted average basis: Three months ended March 31, 2017 2016 Risk free interest rate 2.1% 1.2% Expected dividend yield 2.05% 2.68% Expected lives of the stock options 5 years 5 years Expected volatility 27.9% 26.5% As at March 31, 2017 , the unrecognized stock-based compensation cost related to the non-vested stock options was $8,425,000 , which is expected to be recognized over a weighted average period of 2.6 years. 20. Share-based payments (continued) Share unit plans Share unit activity for the three months ended March 31, 2017 is presented below: Equity-classified awards Liability-classified awards PSUs PSUs (1) Restricted share units ("RSUs") 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, 2016 243,968 $ 27.48 311,329 $ 23.96 160,009 $ 23.37 73,520 $ 25.41 Granted 92,934 31.68 86,162 31.69 749 32.76 4,202 32.77 Vested and settled (2) - - - - - - - Forfeited - - (1,062) 23.28 - - - - Outstanding, March 31, 2017 336,902 $ 28.64 396,429 $ 25.64 160,758 $ 23.41 77,722 $ 25.81 (1) Liability-classified PSUs include PSUs awarded under the employee PSU plan and the previous 2013 PSU plan, in place prior to 2015 that are cash-settled and not subject to market vesting conditions. (2) Included in this total are 49,871 liability-classified PSUs and 151,589 RSUs that were vested but not settled at March 31, 2017. These vested share units had WA grant date fair values of $23. 7 8 and $23.38 respectively. As at March 31, 2017, the unrecognized share unit expense related to equity-classified PSUs was $7,073,000 , which is expected to be recognized over a weighted average period of 2.1 years. The unrecognized share unit expense related to liability-classified PSUs was $7,134,000 , which is expected to be recognized over a weighted average period of 2.1 years. The unrecognized share unit expense related to liability-classified RSUs was $118,000 , which is expected to be recognized over a weighted average period of 1.2 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 T he Company grant s PSUs under 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. 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 three months ended March 31, 2017 and 2016 are presented in the following table on a weighted average basis: Three months ended March 31, 2017 2016 Risk free interest rate 1.4% 1.2% Expected dividend yield 1.92% 2.49% Expected lives of the PSUs 3 years 3 years Expected volatility 28.2% 29.9% Average expected volatility of comparable companies 37.0% 37.0% 20. Share-based payments (continued) Share unit plans (continued) Senior executive and employee PSU plans (continued) Sign-on grant PSUs On August 11, 2014, the Company awarded 102,375 one-time sign-on grant PSUs (the “SOG PSUs”) pursuant to the 2013 PSU plan . 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 three months ended March 31, 2017 and 2016 are presented in the following table on a weighted average basis: Three months ended March 31, 2017 2016 Risk free interest rate 1.7% 1.0% Expected dividend yield 2.37% 2.69% Expected volatility 28.6% 27.9% 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, the 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. |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Contingencies [Abstract] | |
Contingencies | 21 . Contingencies Costs contingent on consummation of IronPlanet acquisition On August 29, 2016, the Company entered into a 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 approximately $740,000,000 in cash plus the assumption of unvested equity interests in IronPlanet, subject to adjustment, which brings the total transaction 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 Goldman Sachs Bank USA (“GS Bank”) pursuant to which GS Bank committed to providing a $150,000,000 senior secured revolving credit facility and an $850,000,000 senior unsecured bridge loan facility. These facilities were available until the Company entered into the syndicated credit facility and issued the senior unsecured notes. Consideration for GS Bank’s services in this regard include one-time fees totalling $13,750,000 that are contingent upon consummation of the Merger. These debt issue costs have not been recognized at March 31, 2017. 21 . Contingencies (continued) 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 March 31, 2017 is $8,625,000 , is contingent upon consummation of the Merger. These advisory costs have not been recognized at March 31, 2017. They will be expensed as acquisition-related costs when they are recognized. 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 March 31, 201 7 there was $50,657,000 of industrial assets guaranteed under contract, of which 100% is expected to be sold prior to the end of June 201 7 ( December 31, 201 6 : $3,813,000 of which 100% was expected to be sold prior to the end of Ma rch 201 7 ). At March 3 1 , 201 7 there was $11,638,000 of agricultural assets guaranteed under contract, of which 85% i s expected to be sold prior to the end of June 201 7 , with the remainder to be sold by the end of November 201 7 ( December 31, 201 6 : $11,415,000 of which 100% was expected to be sold prior to the end of July 201 7 ). The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | 22 . 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. 22 . Business combination s (a) Mascus acquisition (continued) Mascus 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. 22. 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 For the period from February 19, 2016 to March 31, 2016, Mascus’ contribution to the Company’s revenues was $1,268,000. For the period from February 19, 2016 to March 31, 2016 Mascus’ contribution to net income was i nsignificant. 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 recognized a liability equal to the estimated fair value of the contingent consideration of €3,093,000 ( $3,296,000 ) on March 31, 2017 (December 31, 2016: €3,080,000 ( $3,431,000 )). The liability is remeasured on each reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. Transactions recognized separately from the acquisition of assets and assumptions of liabilities Acquisition-related costs Expenses totalling $156,000 for continuing employments costs, and other acquisition-related costs are included in the condensed consolidated income statement for the period ended March 31, 2017 (2016: $891,000 ). 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 . The company paid €393,000 ( $419,000 ) in this regard during the three months ended March 31, 2017. (b) 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 Business Combinations . 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. 22. Business combinations (continued) (b) Petrowsky acquisition (continued) 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 estimated useful lives 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. 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. Contingent consideration As part of the acquisition, contingent consideration of up to $3,000,000 is payable to Petrowsky if certain revenue growth targets are achieved. The contingent consideration is based on the cumulative revenue growth during a three-year period ending July 31, 2019 . The Company recognized a liability equal to the estimated fair value of the contingent consideration of $1,050,000 on March 31, 2017 (December 31, 2016: $1,433,000 ). The liability is remeasured on each reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. 22. Business combinations (continued) (b) Petrowsky acquisition (continued) Transactions recognized separately from the acquisition of assets and assumptions of liabilities Acquisition-related costs Expenses totalling $212,000 for continuing employment acquisition-related costs are included in the condensed consolidated income statement for the period ended March 31, 2017. 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. (c) Kramer acquisition On November 15, 2016 (the “Kramer Acquisition Date”), the Company purchased the assets of Kramer Auctions Ltd. for cash consideration of Canadian dollar 15,300,000 ( $11,361,000 ) comprised of Canadian dollar 15,000,000 ( $11,138,000 ) paid at acquisition date and Canadian dollar 300,000 ( $223,000 ) deferred payments over three years. In addition to cash consideration, consideration of up to Canadian dollar 2,500,000 ( $1,856,000 ) is contingent on Kramer achieving certain operating performance targets over the three-year period following acquisition. Kramer is a leading Canadian agricultural auction company with exceptionally strong customer relationships in central Canada. This acquisition is expected to significantly strengthen Ritchie Bros.’ penetration of Canada’s agricultural sector and add key talent to our Canadian Agricultural sales and operations team. The acquisition was accounted for in accordance with ASC 805 Business Combinations . The assets acquired were recorded at their estimated fair values at the Kramer Acquisition Date. Goodwill of $6,822,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired. Kramer provisional purchase price allocation November 15, 2016 Purchase price $ 11,138 Deferred purchase note consideration 223 Fair value of contingent consideration 538 Total fair value at Petrowsky Acquisition Date 11,899 Assets acquired: Property, plant and equipment $ 399 Intangible assets ~ 4,678 Fair value of identifiable net assets acquired 5,077 Goodwill acquired on acquisition $ 6,822 ~ Consists of customer relationships and trade names with estimated useful lives of 10 and three years, respectively. 22. Business combinations (continued) (c) Kramer acquisition (continued) Kramer provisional purchase price allocation (continued) The amounts included in the Kramer 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 Kramer 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 Kramer Acquisition Date. Adjustments to the preliminary values during the measurement period will be recorded 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 At the date of acquisition, the Company determined the fair value of the assets acquired using appropriate valuation techniques. Goodwill Goodwill has been allocated entirely to the Company’s Core Auction segment and is based on an analysis of the fair value of net assets acquired. Kramer is a highly complementary business that will broaden the Company’s base in the agriculture sector in Canada, one of the main drivers generating goodwill. Contingent consideration As part of the acquisition, contingent consideration of up to Canadian dollar 2,500,000 ($1,856,000) is payable to Kramer Auctioneers if certain revenue growth targets are achieved. The contingent consideration is based on the cumulative revenue growth during a three-year period ending November 15, 2019. The Company recognized a liability equal to the estimated fair value of the contingent consideration of Canadian dollar 751,000 ( $564,000 ) on March 31, 2017 (December 31, 2016: Canadian dollar 725,000 ( $538,000 )). The liability is remeasured on each reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. Transactions recognized separately from the acquisition of assets and assumptions of liabilities Acquisition-related costs Expenses totalling $187,000 for legal fees, continuing employment costs, and other acquisition-related costs are included in the consolidated income statements for the period ended March 31, 2017. Employee compensation in exchange for continued services The Company may pay an additional amount not exceeding Canadian dollar 1,000,000 ( $743,000 ) over a three-year period based on the continuing employment of four key leaders of Kramer Auctions with the Company. |
Significant Accounting Polici30
Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016, included in the Company’s Annual Report on Form 10-K, filed with the Securities Exchange Commission (“SEC”). 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. |
Revenue Recognition | (b) Revenue recognition Revenues are comprised of: · commissions earned at the Company’s 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, fees from value-added services, as well as fees paid by buyers on online marketplace sales. 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. Commissions from sales at the Company’s auctions represent the percentage earned by the Company on the gross auction proceeds from equipment and other assets sold at auction. The majority of the Company’s commissions are earned as a pre-negotiated fixed rate of the gross selling price. Other commissions from sales at the Company’s 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. 2. Significant accounting policies (continued) (b) Revenue recognition (continued) 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. These remaining service obligations are not an essential part of the auction services provided by the Company. Under the standard terms and conditions of its auction sales, the Company is not obligated to pay a consignor for property that has not been paid for by the buyer, provided the property has not been released to the buyer. In the rare event where a buyer refuses to take title of the property, the sale is cancelled in the period in which the determination is made, and the property is returned to the consignor. 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 21). 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. 2. Significant accounting policies (continued) (b) Revenue recognition (continued) Fees Fees earned in the process of conducting the Company’s auctions include administrative, documentation, and advertising fees. Fees from value-added services include financing and technology service fees. Fees also include 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. |
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 (“PSU”) 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. PSUs awarded under the senior executive and employee PSU plans (described in note 20) are contingently redeemable in cash in the event of death of the participant. The contingently redeemable portion of the senior executive PSU awards, which represents the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, is recognized as temporary equity. The balance reported in temporary equity increases on the same basis as the related compensation expense over the service period of the award, with any excess of the temporary equity value over the amount recognized in compensation expense charged against retained earnings. In the event it becomes probable an award is going to become eligible for redemption by the holder, the award would be reclassified to a liability award. 2. Significant accounting policies (continued) (d) Share-based payments (continued) 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 20. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. |
Goodwill | (e) Goodwill Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination. Goodwill is allocated to the Core Auction, the EquipmentOne, or the Mascus reporting unit. Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31 and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. |
Early Adoption of New Accounting Pronouncements | (f) Early adoption of new accounting pronouncements (i) In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. Entities still have the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. Where an annual or interim quantitative impairment test is necessary, there is only one step, which is to compare the fair value of a reporting unit with its carrying value. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments are applied on a prospective basis. Because the amendments reduce the cost and complexity of goodwill impairment testing, the Company has early adopted ASU 2017-04 in the first quarter of 2017. |
New and Amended Accounting Standards | (g) New and amended accounting standards (i) Effective January 1, 2017, the Company adopted ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments , which impacts entities that are issuers of or investors in debt instruments – or hybrid financial instruments determined to have a debt host – with embedded call (put) options. One of the criteria for bifurcating an embedded derivative is assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to those of their debt hosts. The amendments of ASU 2016-06 clarify the steps required in making this assessment for contingent call (put) options that can accelerate the payment of principal on debt instruments. Specifically, ASU 2016-06 requires the call (or put) options to be assessed solely in accordance with a four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the triggering event is related to interest rates or credit risks. The standard was applied on a modified retrospective basis to existing debt instruments as of January 1, 2017. A doption of this standard did not have a significant impact on the Company’s consolidated financial statements. (ii) Effective January 1, 2017 , the Company adopted ASU 201 6-09 , Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which requires an entity to recognize share-based payment (“SBP”) award income tax effects in the income statement when the awards vest or are settled. Consequently, the requirement for entities to track additional paid-in capital (“APIC”) pools is eliminated. Other amendments include: · All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the income statement. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period. These amendments were applied prospectively. 2. Significant accounting policies (continued) (g) New and amended accounting standards (continued) · Because excess taxes no longer flow through APIC, when applying the treasury stock method in calculating diluted earnings per share (“EPS”), the assumed proceeds will no longer include any estimated excess taxes. Excess tax benefits increase assumed proceeds, which results in more hypothetical shares being reacquired. The incremental number of dilutive shares for diluted EPS is calculated as the number of shares from the assumed exercise of the stock less the hypothetical shares reacquired. Therefore, removing excess tax benefits from the equation results in fewer hypothetical shares being reacquired, increasing the incremental number of dilutive shares. · Excess tax benefits are classified along with other income tax cash flows as an operating activity in the statement of cash flows . The Company elected to apply this amendment prospectively. · An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. Since forfeiture rates of the Company’s stock awards have historically been nominal and represent an insignificant assumption used in management’s estimate of the fair value of those awards, the Company has elected to account for forfeitures as they occur. This accounting policy change was applied on a modified retrospective basis and did not have an impact on the Company’s consolidated financial statements. · The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. This amendment was applied on a modified retrospective basis. · Cash paid by an employer when directly withholding shares for tax-withholding purposes is classified as a financing activity in the statement of cash flows . This amendment was applied prospectively. Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. |
Recent Accounting Standards Not Yet Adopted | (h) 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. ASU 2014-09 permits the use of either the retrospective or modified retrospective (cumulative effect) transition method. 2. Significant accounting policies (continued) ( h) Recent accounting standards not yet adopted (continued) In 2015, the Company established a global new revenue accounting standard adoption team, consisting of financial reporting and accounting advisory representatives from across all geographical regions and business operations. The team developed an adoption framework that continues to be used as guidance in identifying the Company’s significant contracts with customers. In 2016, the team commenced its analysis, with the initial focus being on the impact of the amendments on accounting for the Company’s straight commission contracts, underwritten (inventory and guarantee) commission contracts, and ancillary service contracts. The team is currently in the process of identifying the appropriate changes to our business processes, systems, and controls required to adopt the amendments based on preliminary findings. Since its inception, the team has regularly reported the findings and progress of the adoption project to management and the Audit Committee. The team is also working closely with management and the Audit Committee to determine the most appropriate method of adoption of ASU 2014-09, which has not yet been selected primarily due to the uncertainty over if and when the Company will receive approval to acquire IronPlanet Holdings, Inc. (note 21). Due to the complexity of applying the amendments retrospectively in the event the acquisition is approved, the Company is evaluating recently issued guidance on practical expedients as part of the adoption method decision. The team has been closely monitoring FASB activity related to ASU 2014-09 in order to conclude on specific interpretative issues. In early 2016, the team’s progress was aided by the FASB issuing ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net) , which clarifies the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer. The team continues to assess the potential effect that these amendments are expected to have on the accounting for inventory commission and certain value-added service contracts, which are currently accounted for on a net as an agent basis within commission and fee revenues, respectively. (ii) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. For short-term leases, defined as those with a term of 12 months or less, the lessee is permitted to make an accounting policy election not to recognize the lease assets and 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. 2. Significant accounting policies (continued) ( h) Recent accounting standards not yet adopted (continued) (iii) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net ) . The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer. Where such control exists – i.e. where the entity is required to provide the specified good or service itself – the entity is a ‘principal’. Where the entity is required to arrange for another party to provide the good or service, it is an agent. The effective date and transition requirements of ASU 2016-08 are the same as for ASU 2014-09, which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. (iv) In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments , 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. (v) I n January 2017, the FASB issued ASU 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business , whose amendments provide a screen to determine when an integrated set of assets and activities does not constitute a business as defined by Topic 805. Specifically, the amendments require that a set is not a business when substantially all the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets. This screen reduces the number of transactions that need to be further evaluated and as such, it is anticipated that more acquisitions will be accounted for as asset acquisitions rat her than business combinations. If the screen is not met, the amendments: 1) Require that the set must, at a minimum, include an input and a substantive process that together significantly contribute to the ability to create an output in order to be considered a business; and 2) Remove the evaluation of whether a market participant could replace missing elements. The amendments also provide a framework to assist in evaluating whether both an input and a substantive process are present, and this framework includes two sets of criteria to consider that depend on whether a set has outputs. Finally, the amendments narrow the definition of the term “output” so the term is consistent with how outputs are described in Topic 606 Revenue from Contracts with Customers . ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments are applied prospectively on or after the effective date. No disclosures are required at transition. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. 2. Significant accounting policies (continued) ( h) Recent accounting standards not yet adopted (continued) (vi) In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Dere cognition of Nonfinancial Assets (Subtopic 610-20) : Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the scope of Subtopic 610-20 and adds clarity around accounting for partial sales of nonfinancial assets and the identification of, allocation of consideration to, and derecognition of distinct nonfinancial assets. The amendments also define ‘in substance nonfinancial assets’, which are within the scope of Subtopic 610-20, and clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. ASU 2017-05 is effective at the same time as ASU 2014- 09 , which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in ASU 2017-05 must be applied at the same time as the amendments in ASU 2014-09. Entities may elect to apply these amendments retrospectively to each period presented in the financial statements or using a modified retrospective basis as of the beginning of the fiscal year of adoption. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements. |
Segmented Information (Tables)
Segmented Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segmented Information [Abstract] | |
Schedule of Revenue and (Loss) Income Before Taxes by Segment | Three months ended March 31, 2017 Core Auction Other Consolidated Revenues $ 117,772 $ 6,727 $ 124,499 Costs of services, excluding depreciation and amortization (12,038) (775) (12,813) Selling, General, and administrative expenses ("SG&A") (65,570) (5,005) (70,575) Depreciation and amortization expenses (9,454) (884) (10,338) $ 30,710 $ 63 $ 30,773 Acquisition-related costs (8,627) Gain on disposition of property, plant and equipment 721 Foreign exchange gain 730 Operating income $ 23,597 Equity loss (53) Other and income tax expenses (13,111) Net income $ 10,433 Three months ended March 31, 2016 Core Auction Other Consolidated Revenues $ 127,340 $ 4,605 $ 131,945 Costs of services, excluding depreciation and amortization (14,785) (528) (15,313) SG&A expenses (64,514) (2,596) (67,110) Depreciation and amortization expenses (9,304) (776) (10,080) $ 38,737 $ 705 $ 39,442 Acquisition-related costs (1,197) Gain on disposition of property, plant and equipment 246 Foreign exchange gain 683 Operating income $ 39,174 Equity income 519 Other and income tax expenses (9,699) Net income $ 29,994 |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Revenues [Abstract] | |
Revenue from the Rendering of Services | Three months ended March 31, 2017 2016 Commissions $ 91,944 $ 99,793 Fees 32,555 32,152 $ 124,499 $ 131,945 |
Net Profits on Inventory Sales Included in Commissions | Three months ended March 31, 2017 2016 Revenue from inventory sales $ 76,048 $ 124,557 Cost of inventory sold (63,401) (111,536) $ 12,647 $ 13,021 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Operating Expenses [Abstract] | |
Schedule of Direct Operating Expenses | Three months ended March 31, 2017 2016 Employee compensation expenses $ 5,476 $ 6,258 Buildings, facilities and technology expenses 1,546 2,295 Travel, advertising and promotion expenses 4,656 5,937 Other costs of services 1,135 823 $ 12,813 $ 15,313 |
Schedule of Selling, General and Administrative Expenses | Three months ended March 31, 2017 2016 Employee compensation expenses $ 44,455 $ 44,011 Buildings, facilities and technology expenses 12,270 11,236 Travel, advertising and promotion expenses 6,586 5,530 Professional fees 3,100 2,766 Other SG&A expenses 4,164 3,567 $ 70,575 $ 67,110 |
Schedule of Acquisition Related Costs | Three months ended March 31, 2017 2016 IronPlanet $ 7,691 $ - Mascus: (note 22) Continuing employment costs 156 173 Other acquisition-related costs - 718 Xcira: Continuing employment costs 381 306 Petrowsky: (note 22) Continuing employment costs 212 - Kramer: (note 22) Continuing employment costs 115 - Other acquisition-related costs 72 - $ 8,627 $ 1,197 |
Schedule of Depreciation and Amortization Expenses | Three months ended March 31, 2017 2016 Depreciation expense $ 6,792 $ 7,783 Amortization expense 3,546 2,297 $ 10,338 $ 10,080 |
Earnings Per Share Attributab34
Earnings Per Share Attributable to Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share Attributable to Stockholders [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | Net income WA attributable to number Per share Three months ended March 31, 2017 stockholders of shares amount Basic $ 10,377 106,851,595 $ 0.10 Effect of dilutive securities: PSUs 27 263,557 - Stock options - 673,797 - Diluted $ 10,404 107,788,949 $ 0.10 Net income WA attributable to number Per share Three months ended March 31, 2016 stockholders of shares amount Basic $ 29,406 106,917,280 $ 0.28 Effect of dilutive securities: Stock options - 241,730 (0.01) Diluted $ 29,406 107,159,010 $ 0.27 |
Supplemental Cash Flow Inform35
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Net Changes in Operating Assets and Liabilities | Three months ended March 31, 2017 2016 Trade and other receivables (58,839) (67,653) Inventory 7,813 30,476 Advances against auction contracts (1,806) 1,048 Prepaid expenses and deposits 4,010 278 Income taxes receivable (1,910) (6,097) Auction proceeds payable 178,655 184,437 Trade and other payables (11,402) 4,113 Income taxes payable (4,052) (12,305) Share unit liabilities (408) (2,358) Other (16) (5,545) Net changes in operating assets and liabilities $ 112,045 $ 126,394 |
Schedule of Supplemental Cash Flow | Three months ended March 31, 2017 2016 Interest paid, net of interest capitalized $ 7,622 $ 1,393 Interest received 956 498 Net income taxes paid 14,756 27,172 Non-cash transactions: Non-cash purchase of property, plant and equipment under capital lease 207 361 |
Schedule of Cash, Cash Equivalents and Restricted Cash | March 31, December 31, 2017 2016 Cash and cash equivalents $ 236,894 $ 207,867 Restricted cash: Current 137,986 50,222 Non-current 500,000 500,000 Cash, cash equivalents, and restricted cash $ 874,880 $ 758,089 |
Schedule of Cash, Cash Equivalents and Restricted Cash Adjustments | Three months ended March 31, 2016 Net changes in operating assets and liabilities: As reported $ 94,733 Current presentation 126,394 Net cash provided by (used in) operating activities: As reported 134,014 Current presentation 165,675 Effect of changes in foreign currency rates on cash: As reported 8,938 Current presentation 12,123 Increase (decrease) in cash: As reported 83,926 Current presentation 118,772 Cash and cash equivalents 294,074 Total cash, cash equivalents and restricted cash 412,018 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurement [Abstract] | |
Fair Value Assets Recurring and Nonrecurring | March 31, 2017 December 31, 2016 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed, recurring: Cash and cash equivalents Level 1 $ 236,894 $ 236,894 $ 207,867 $ 207,867 Restricted cash Level 1 637,986 637,986 550,222 550,222 Short-term debt (note 18) Level 2 24,616 24,616 23,912 23,912 Long-term debt (note 18) Senior unsecured notes Level 1 495,863 508,750 495,780 509,500 Revolving loans Level 2 100,575 100,575 99,926 99,926 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Assets Held For Sale [Abstract] | |
Summary of Assets Held For Sale | Balance, December 31, 2016 $ 632 Disposal (390) Balance, March 31, 2017 $ 242 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | As at March 31, 2017 Cost Accumulated depreciation Net book value Land and improvements $ 366,236 $ (62,549) $ 303,687 Buildings 258,414 (94,256) 164,158 Yard and automotive equipment 55,038 (38,974) 16,064 Computer software and equipment 67,311 (58,966) 8,345 Office equipment 23,247 (17,149) 6,098 Leasehold improvements 20,427 (13,057) 7,370 Assets under development 9,297 - 9,297 $ 799,970 $ (284,951) $ 515,019 As at December 31, 2016 Cost Accumulated depreciation Net book value Land and improvements $ 362,283 $ (60,576) $ 301,707 Buildings 256,168 (91,323) 164,845 Yard and automotive equipment 55,352 (38,560) 16,792 Computer software and equipment 66,265 (57,624) 8,641 Office equipment 22,963 (16,706) 6,257 Leasehold improvements 20,199 (12,541) 7,658 Assets under development 9,130 - 9,130 $ 792,360 $ (277,330) $ 515,030 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Indefinite-Lived and Definite-Lived Intangible Assets | As at March 31, 2017 Cost Accumulated amortization Net book value Trade names and trademarks $ 5,643 $ (151) $ 5,492 Customer relationships 25,773 (1,722) 24,051 Software 48,864 (16,001) 32,863 Software under development 12,581 - 12,581 $ 92,861 $ (17,874) $ 74,987 As at December 31, 2016 Cost Accumulated amortization Net book value Trade names and trademarks $ 5,585 $ (50) $ 5,535 Customer relationships 25,618 (1,072) 24,546 Software 36,566 (13,116) 23,450 Software under development 18,773 - 18,773 $ 86,542 $ (14,238) $ 72,304 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Balance, December 31, 2016 $ 97,537 Foreign exchange movement 528 Balance, March 31, 2017 $ 98,065 |
Equity-Accounted Investments (T
Equity-Accounted Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity-Accounted Investments [Abstract] | |
Summary of Investments | Ownership March 31, December 31, percentage 2017 2016 Cura Classis entities 48% $ 4,519 $ 4,594 Other equity investments 32% 2,678 2,732 7,197 7,326 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt [Abstract] | |
Schedule of Debt | Carrying amount March 31, December 31, 2017 2016 Short-term debt $ 24,616 $ 23,912 Long-term debt: Revolving loan, denominated in Canadian dollars, unsecured, bearing interest at a weighted average rate of 2.426% , due in monthly installments of interest only, with the committed, revolving credit facility available until October 2021 70,575 69,926 Revolving loan, denominated in United States dollars, unsecured, bearing interest at a weighted average rate of 2.280% , due in monthly installments of interest only, with the committed, revolving credit facility available until October 2021 30,000 30,000 Senior unsecured notes, bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January 2025 500,000 500,000 Less: unamortized debt issue costs (4,137) (4,220) 596,438 595,706 Total debt $ 621,054 $ 619,618 |
Equity and Dividends (Tables)
Equity and Dividends (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity and Dividends [Abstract] | |
Schedule of Quarterly Dividends Declared and Paid | Declaration date Dividend per share Record date Total dividends Payment date Fourth quarter 2016 January 23, 2017 $ 0.1700 February 10, 2017 $ 18,160 March 3, 2017 Fourth quarter 2015 January 15, 2016 $ 0.1600 February 12, 2016 $ 17,154 March 4, 2016 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation Costs Related to Share-Based Payments | Three months ended March 31, 2017 2016 Stock option compensation expense $ 1,311 1,070 Share unit expense: Equity-classified PSUs 1,012 - Liability-classified share units (407) 1,272 Employee share purchase plan - employer contributions 436 353 $ 2,352 $ 2,695 |
Summary of Stock Option Activity | WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2016 3,366,714 $ 24.02 7.5 $ 33,601 Granted 757,898 32.16 Exercised (132,950) 25.67 $ 913 Forfeited (3,188) 24.19 Outstanding, March 31, 2017 3,988,474 $ 25.51 7.8 $ 29,468 Exercisable, March 31, 2017 1,869,010 $ 23.36 6.4 $ 17,823 |
Summary of Share Unit Activity | Equity-classified awards Liability-classified awards PSUs PSUs (1) Restricted share units ("RSUs") 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, 2016 243,968 $ 27.48 311,329 $ 23.96 160,009 $ 23.37 73,520 $ 25.41 Granted 92,934 31.68 86,162 31.69 749 32.76 4,202 32.77 Vested and settled (2) - - - - - - - Forfeited - - (1,062) 23.28 - - - - Outstanding, March 31, 2017 336,902 $ 28.64 396,429 $ 25.64 160,758 $ 23.41 77,722 $ 25.81 (1) Liability-classified PSUs include PSUs awarded under the employee PSU plan and the previous 2013 PSU plan, in place prior to 2015 that are cash-settled and not subject to market vesting conditions. (2) Included in this total are 49,871 liability-classified PSUs and 151,589 RSUs that were vested but not settled at March 31, 2017. These vested share units had WA grant date fair values of $23. 7 8 and $23.38 respectively. |
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 | Three months ended March 31, 2017 2016 Risk free interest rate 2.1% 1.2% Expected dividend yield 2.05% 2.68% Expected lives of the stock options 5 years 5 years Expected volatility 27.9% 26.5% |
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 | Three months ended March 31, 2017 2016 Risk free interest rate 1.4% 1.2% Expected dividend yield 1.92% 2.49% Expected lives of the PSUs 3 years 3 years Expected volatility 28.2% 29.9% Average expected volatility of comparable companies 37.0% 37.0% |
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 | Three months ended March 31, 2017 2016 Risk free interest rate 1.7% 1.0% Expected dividend yield 2.37% 2.69% Expected volatility 28.6% 27.9% |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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. |
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 ~ Consists of customer relationships with estimated useful lives of 10 years. |
Kramer Auctions Ltd. [Member] | |
Schedule of Assets Acquired and Liabilities Assumed | November 15, 2016 Purchase price $ 11,138 Deferred purchase note consideration 223 Fair value of contingent consideration 538 Total fair value at Petrowsky Acquisition Date 11,899 Assets acquired: Property, plant and equipment $ 399 Intangible assets ~ 4,678 Fair value of identifiable net assets acquired 5,077 Goodwill acquired on acquisition $ 6,822 ~ Consists of customer relationships and trade names with estimated useful lives of 10 and three years, respectively. |
Segmented Information (Narrativ
Segmented Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting [Line Items] | ||
Revenues | $ 124,499 | $ 131,945 |
Costs of services, excluding depreciation and amortization | (12,813) | (15,313) |
SG&A expenses | (70,575) | (67,110) |
Depreciation and amortization expenses | (10,338) | (10,080) |
Acquisition-related costs | (8,627) | (1,197) |
Gain on disposition of property, plant and equipment | 721 | 246 |
Foreign exchange gain | 730 | 683 |
Operating income | 23,597 | 39,174 |
Equity income (loss) | (53) | 519 |
Other and income tax expense | (13,111) | (9,699) |
Net income | 10,433 | 29,994 |
Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 124,499 | 131,945 |
Costs of services, excluding depreciation and amortization | (12,813) | (15,313) |
SG&A expenses | (70,575) | (67,110) |
Depreciation and amortization expenses | (10,338) | (10,080) |
Operating income | 30,773 | 39,442 |
Segment Reconciling Items [Member] | ||
Segment Reporting [Line Items] | ||
Acquisition-related costs | (8,627) | (1,197) |
Gain on disposition of property, plant and equipment | 721 | 246 |
Foreign exchange gain | 730 | 683 |
Core Auction [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 117,772 | 127,340 |
Costs of services, excluding depreciation and amortization | (12,038) | (14,785) |
SG&A expenses | (65,570) | (64,514) |
Depreciation and amortization expenses | (9,454) | (9,304) |
Operating income | 30,710 | 38,737 |
Other Reporting Unit [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 6,727 | 4,605 |
Costs of services, excluding depreciation and amortization | (775) | (528) |
SG&A expenses | (5,005) | (2,596) |
Depreciation and amortization expenses | (884) | (776) |
Operating income | $ 63 | $ 705 |
Revenues (Revenue from the Rend
Revenues (Revenue from the Rendering of Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues [Abstract] | ||
Commissions | $ 91,944 | $ 99,793 |
Fees | 32,555 | 32,152 |
Total revenues | $ 124,499 | $ 131,945 |
Revenues (Net Profits on Invent
Revenues (Net Profits on Inventory Sales Included in Commissions) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues [Abstract] | ||
Revenue from inventory sales | $ 76,048 | $ 124,557 |
Cost of inventory sold | (63,401) | (111,536) |
Net profits on inventory | $ 12,647 | $ 13,021 |
Operating Expenses (Schedule of
Operating Expenses (Schedule of Direct Operating Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Expenses [Abstract] | ||
Employee compensation expenses | $ 5,476 | $ 6,258 |
Buildings, facilities and technology expenses | 1,546 | 2,295 |
Travel, advertising and promotion expenses | 4,656 | 5,937 |
Other costs of services | 1,135 | 823 |
Cost of Services, Total | $ 12,813 | $ 15,313 |
Operating Expenses (Schedule 51
Operating Expenses (Schedule of Selling, General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Expenses [Abstract] | ||
Employee compensation expenses | $ 44,455 | $ 44,011 |
Buildings, facilities and technology expenses | 12,270 | 11,236 |
Travel, advertising and promotion expense | 6,586 | 5,530 |
Professional fees | 3,100 | 2,766 |
Other SG&A expenses | 4,164 | 3,567 |
Total selling, general and administrative expenses | $ 70,575 | $ 67,110 |
Operating Expenses (Schedule 52
Operating Expenses (Schedule of Acquisition Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Continuing employment costs | $ 5,476 | $ 6,258 |
Acquisition-related costs | 8,627 | 1,197 |
Iron Planet Holdings Inc. [Member] | ||
Acquisition-related costs | 7,691 | |
Mascus International Holdings BV [Member] | ||
Continuing employment costs | 156 | 173 |
Acquisition-related costs | 718 | |
Xcira LLC [Member] | ||
Continuing employment costs | 381 | $ 306 |
Petrowsky Auctioneers Inc. [Member] | ||
Continuing employment costs | 212 | |
Kramer Auctions Ltd. [Member] | ||
Continuing employment costs | 115 | |
Acquisition-related costs | $ 72 |
Operating Expenses (Schedule 53
Operating Expenses (Schedule of Depreciation and Amortization Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Expenses [Abstract] | ||
Depreciation expense | $ 6,792 | $ 7,783 |
Amortization expense | 3,546 | 2,297 |
Total depreciation and amortization expenses | $ 10,338 | $ 10,080 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes [Abstract] | ||
Effective income tax rate | 41.20% | 24.10% |
Uncertain tax position and non-deductible costs resulting in a change in the effective tax rate | $ 2,290 |
Earnings Per Share Attributab55
Earnings Per Share Attributable to Stockholders (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Performance Share Units [Member] | ||
Potential common share excluded from computation of diluted earnings per share (shares) | 0 | 0 |
Stock Options [Member] | ||
Potential common share excluded from computation of diluted earnings per share (shares) | 0 | 2,980,470 |
Minimum [Member] | Performance Share Units [Member] | ||
Number of units available for grant as a percentage of target | 0.00% | |
Maximum [Member] | Performance Share Units [Member] | ||
Number of units available for grant as a percentage of target | 200.00% |
Earnings Per Share Attributab56
Earnings Per Share Attributable to Stockholders (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share Attributable to Stockholders [Abstract] | ||
Basic, Net income attributable to stockholders | $ 10,377 | $ 29,406 |
Diluted, Net income attributable to stockholders | $ 10,404 | $ 29,406 |
Basic, WA number of shares | 106,851,595 | 106,917,280 |
Effect of dilutive securities: PSUs, WA number of shares | 263,557 | |
Effect of dilutive securities: Stock options, WA number of shares | 673,797 | 241,730 |
Diluted, WA number of shares | 107,788,949 | 107,159,010 |
Basic, Per share amount | $ 0.10 | $ 0.28 |
Effect of dilutive securities: Stock options, Per share amount | (0.01) | |
Diluted, Per share amount | $ 0.10 | $ 0.27 |
Supplemental Cash Flow Inform57
Supplemental Cash Flow Information (Narrative) (Details) - 5.375% Senior Unsecured Note, Due January 2025 [Member] | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Principal amount | $ 500,000,000 |
Interest rate | 5.375% |
Maturity date | Jan. 15, 2025 |
Supplemental Cash Flow Inform58
Supplemental Cash Flow Information (Schedule of Net Changes In Operating Assets and Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Trade and other receivables | $ (58,839) | $ (67,653) |
Inventory | 7,813 | 30,476 |
Advances against auction contracts | (1,806) | 1,048 |
Prepaid expenses and deposits | 4,010 | 278 |
Income taxes receivable | (1,910) | (6,097) |
Auction proceeds payable | 178,655 | 184,437 |
Trade and other payables | (11,402) | 4,113 |
Income taxes payable | (4,052) | (12,305) |
Share unit liabilities | (408) | (2,358) |
Other | (16) | (5,545) |
Net changes in operating assets and liabilities | $ 112,045 | $ 126,394 |
Supplemental Cash Flow Inform59
Supplemental Cash Flow Information (Schedule of Supplemental Cash Flow) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of interest capitalized | $ 7,622 | $ 1,393 |
Interest received | 956 | 498 |
Net income taxes paid | 14,756 | 27,172 |
Non-cash purchase of property, plant and equipment under capital lease | $ 207 | $ 361 |
Supplemental Cash Flow Inform60
Supplemental Cash Flow Information (Schedule of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash and cash equivalents | $ 236,894 | $ 207,867 | $ 294,074 | |
Restricted cash, Current | 137,986 | 50,222 | ||
Restricted cash, Non-current | 500,000 | 500,000 | ||
Cash, cash equivalents, and restricted cash | $ 874,880 | $ 758,089 | $ 412,018 | $ 293,246 |
Supplemental Cash Flow Inform61
Supplemental Cash Flow Information (Schedule of Cash, Cash Equivalents and Restricted Cash Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net changes in operating assets and liabilities | $ 112,045 | $ 126,394 | ||
Net cash provided by (used in) operating activities | 134,542 | 165,675 | ||
Effect of changes in foreign currency rates on cash | 3,336 | 12,123 | ||
Effect of changes in foreign currency rates on cash | 12,123 | |||
Increase (decrease) in cash | 116,791 | 118,772 | ||
Cash and cash equivalents | 236,894 | 294,074 | $ 207,867 | |
Total cash, cash equivalents and restricted cash | $ 874,880 | 412,018 | $ 758,089 | $ 293,246 |
As Reported [Member] | ||||
Net changes in operating assets and liabilities | 94,733 | |||
Net cash provided by (used in) operating activities | 134,014 | |||
Effect of changes in foreign currency rates on cash | 8,938 | |||
Increase (decrease) in cash | $ 83,926 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Assets Recurring and Nonrecurring) (Details) - Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Carrying Amount [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 236,894 | $ 207,867 |
Restricted Cash | 637,986 | 550,222 |
Fair Value [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 236,894 | 207,867 |
Restricted Cash | 637,986 | 550,222 |
Short-term Debt [Member] | Carrying Amount [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 24,616 | 23,912 |
Short-term Debt [Member] | Fair Value [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 24,616 | 23,912 |
Senior Unsecured Debt [Member] | Long-term Debt [Member] | Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 495,863 | 495,780 |
Senior Unsecured Debt [Member] | Long-term Debt [Member] | Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 508,750 | 509,500 |
Revolving Loans [Member] | Long-term Debt [Member] | Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 100,575 | 99,926 |
Revolving Loans [Member] | Long-term Debt [Member] | Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | $ 100,575 | $ 99,926 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Inventory [Abstract] | |||
Inventory write down | $ 355 | $ 0 | |
Percentage of inventory held and is expected to be sold | 99.00% | 93.00% |
Assets Held For Sale (Narrative
Assets Held For Sale (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Timing of sale | 12 months | |
Proceeds on disposition of assets | $ 1,505 | $ 824 |
Orlando, United States [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds on disposition of assets | 953 | |
Gain on sale of assets | $ 564 |
Assets Held For Sale (Summary o
Assets Held For Sale (Summary of Assets Held For Sale) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Assets Held For Sale [Abstract] | |
Beginning balance | $ 632 |
Disposal | (390) |
Ending balance | $ 242 |
Property, Plant And Equipment66
Property, Plant And Equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Interest capitalized | $ 17 | $ 12 |
Interest cost rate | 2.40% | 6.03% |
Property, Plant And Equipment67
Property, Plant And Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 799,970 | $ 792,360 |
Accumulated depreciation | (284,951) | (277,330) |
Net book value | 515,019 | 515,030 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 366,236 | 362,283 |
Accumulated depreciation | (62,549) | (60,576) |
Net book value | 303,687 | 301,707 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 258,414 | 256,168 |
Accumulated depreciation | (94,256) | (91,323) |
Net book value | 164,158 | 164,845 |
Yard and Automotive Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 55,038 | 55,352 |
Accumulated depreciation | (38,974) | (38,560) |
Net book value | 16,064 | 16,792 |
Computer Software and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 67,311 | 66,265 |
Accumulated depreciation | (58,966) | (57,624) |
Net book value | 8,345 | 8,641 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 23,247 | 22,963 |
Accumulated depreciation | (17,149) | (16,706) |
Net book value | 6,098 | 6,257 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 20,427 | 20,199 |
Accumulated depreciation | (13,057) | (12,541) |
Net book value | 7,370 | 7,658 |
Assets under Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 9,297 | 9,130 |
Net book value | $ 9,297 | $ 9,130 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Interest costs, weighted average rate | 2.43% | 6.39% |
Capitalized cost of software under development | $ 37 | $ 80 |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Indefinite-Lived And Definite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | $ 92,861 | $ 86,542 |
Accumulated amortization | (17,874) | (14,238) |
Net book value | 74,987 | 72,304 |
Trade Names and Trademarks [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 5,643 | 5,585 |
Accumulated amortization | (151) | (50) |
Net book value | 5,492 | 5,535 |
Software Under Development [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 12,581 | 18,773 |
Net book value | 12,581 | 18,773 |
Customer Relationships [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 25,773 | 25,618 |
Accumulated amortization | (1,722) | (1,072) |
Net book value | 24,051 | 24,546 |
Software Assets [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 48,864 | 36,566 |
Accumulated amortization | (16,001) | (13,116) |
Net book value | $ 32,863 | $ 23,450 |
Goodwill (Schedule Of Goodwill)
Goodwill (Schedule Of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Balance | $ 97,537 |
Foreign exchange movement | 528 |
Goodwill, Balance | $ 98,065 |
Equity-Accounted Investments (S
Equity-Accounted Investments (Summary of Investments) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||
Equity-accounted investments | $ 7,197 | $ 7,326 |
Cura Classis Entities [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 48.00% | |
Equity-accounted investments | $ 4,519 | 4,594 |
Other Equity Investments [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 32.00% | |
Equity-accounted investments | $ 2,678 | $ 2,732 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt [Line Items] | ||
Short-term debt weighted average interest rate | 2.20% | 2.20% |
Debt issue costs | $ 4,137,000 | $ 4,220,000 |
Committed Revolving Credit Facilities [Member] | ||
Debt [Line Items] | ||
Maximum borrowing capacity | 548,141,000 | |
Available borrowing capacity | 537,100,000 | |
5.375% Senior Unsecured Note, Due January 2025 [Member] | ||
Debt [Line Items] | ||
Principal amount | $ 500,000,000 | |
Interest rate | 5.375% | |
Maturity date | Jan. 15, 2025 | |
Delayed-Draw Facility [Member] | Committed Revolving Credit Facilities [Member] | ||
Debt [Line Items] | ||
Maximum borrowing capacity | $ 325,000,000 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt [Line Items] | ||
Short-term debt | $ 24,616 | $ 23,912 |
Less: unamortized debt issue costs | (4,137) | (4,220) |
Long-term Debt, Total | 596,438 | 595,706 |
Total debt | 621,054 | 619,618 |
Revolving Loan, In Canadian Dollars, Available until October 2021 [Member] | ||
Debt [Line Items] | ||
Long-term Debt | $ 70,575 | 69,926 |
Weighted average interest rate | 2.426% | |
Maturity date | Oct. 1, 2021 | |
Revolving Loan, In US Dollars, Available until October 2021 [Member] | ||
Debt [Line Items] | ||
Long-term Debt | $ 30,000 | 30,000 |
Weighted average interest rate | 2.28% | |
Maturity date | Oct. 1, 2021 | |
5.375% Senior Unsecured Note, Due January 2025 [Member] | ||
Debt [Line Items] | ||
Long-term Debt | $ 500,000 | $ 500,000 |
Interest rate | 5.375% | |
Maturity date | Jan. 15, 2025 |
Equity and Dividends (Narrative
Equity and Dividends (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
May 03, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | |
Dividends Payable [Line Items] | ||||
Preferred shares issued | 0 | |||
Stock repurchased during period, shares | 1,460,000 | 0 | ||
Intra-entity foreign currency transactions | $ 3,667 | $ 8,882 | ||
Subsequent Event [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividends declared (usd per share) | $ 0.17 | |||
Payment date | Jun. 13, 2017 | |||
Record date | May 23, 2017 |
Equity and Dividends (Schedule
Equity and Dividends (Schedule of Quarterly Dividends Declared and Paid) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / shares | |
Fourth Quarter 2016 [Member] | |
Dividends Payable [Line Items] | |
Declaration date | Jan. 23, 2017 |
Dividends per share | $ / shares | $ 0.1700 |
Record date | Feb. 10, 2017 |
Total dividends | $ | $ 18,160 |
Payment date | Mar. 3, 2017 |
Fourth Quarter 2015 [Member] | |
Dividends Payable [Line Items] | |
Declaration date | Jan. 15, 2016 |
Dividends per share | $ / shares | $ 0.1600 |
Record date | Feb. 12, 2016 |
Total dividends | $ | $ 17,154 |
Payment date | Mar. 4, 2016 |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) | Aug. 11, 2014shares | Mar. 31, 2017USD ($)itemshares | |
Stock Option Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ | $ 8,425,000 | ||
Unrecognized compensation costs, period for recognition | 2 years 7 months 6 days | ||
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 | ||
Performance Share Units, Equity Classified Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ | $ 7,073,000 | ||
Unrecognized compensation costs, period for recognition | 2 years 1 month 6 days | ||
Units granted | shares | 92,934 | ||
Performance Share Units, Liability Classified Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ | $ 7,134,000 | ||
Unrecognized compensation costs, period for recognition | 2 years 1 month 6 days | ||
Units granted | shares | [1] | 86,162 | |
Performance Share Units [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% | ||
Performance Share Units [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% | ||
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 | $ | $ 118,000 | ||
Unrecognized compensation costs, period for recognition | 1 year 2 months 12 days | ||
Units granted | shares | 749 | ||
Deferred Share Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation costs | $ | $ 0 | ||
Units granted | shares | 4,202 | ||
[1] | Liability-classified PSUs include PSUs awarded under the employee PSU plan and the previous 2013 PSU plan, in place prior to 2015 that are cash-settled and not subject to market vesting conditions. |
Share-Based Payments (Compensat
Share-Based Payments (Compensation Costs Related To Share-Based Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-Based Payments [Abstract] | ||
Stock option compensation expense | $ 1,311 | $ 1,070 |
Equity-classified PSUs | 1,012 | |
Liability-classified share units | (407) | 1,272 |
Employee share purchase plan - employer contributions | 436 | 353 |
Total compensation costs related to share based payments | $ 2,352 | $ 2,695 |
Share-Based Payments (Summary o
Share-Based Payments (Summary of Stock Option Activity) (Details) - Stock Option Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Common shares under option | 3,366,714 | |
Granted, Common shares under option | 757,898 | |
Exercised, Common shares under option | (132,950) | |
Forfeited, Common shares under option | (3,188) | |
Outstanding ending balance, Common shares under option | 3,988,474 | 3,366,714 |
Exercisable, Common shares under option | 1,869,010 | |
Outstanding beginning balance, Weighted average exercise price (per share) | $ 24.02 | |
Granted, Weighted average exercise price (per share) | 32.16 | |
Exercised, Weighted average exercise price (per share) | 25.67 | |
Forfeited, Weighted average exercise price (per share) | 24.19 | |
Outstanding ending balance, Weighted average exercise price (per share) | 25.51 | $ 24.02 |
Exercisable, Weighted average exercise price (per share) | $ 23.36 | |
Outstanding, Weighted average remaining contractual life (in years) | 7 years 9 months 18 days | 7 years 6 months |
Exercisable, Weighted average remaining contractual life (in years) | 6 years 4 months 24 days | |
Exercised, Aggregate intrinsic value | $ 913 | |
Outstanding, Aggregate intrinsic value | 29,468 | $ 33,601 |
Exercisable, Aggregate intrinsic value | $ 17,823 |
Share-Based Payments (Summary79
Share-Based Payments (Summary of Stock Option and Performance Share Unit Pricing Assumptions) (Details) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Sign-on Grant Performance Share Unit Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.70% | 1.00% |
Expected dividend yield | 2.37% | 2.69% |
Expected volatility | 28.60% | 27.90% |
Stock Options [Member] | Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.10% | 1.20% |
Expected dividend yield | 2.05% | 2.68% |
Expected lives | 5 years | 5 years |
Expected volatility | 27.90% | 26.50% |
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 | 1.40% | 1.20% |
Expected dividend yield | 1.92% | 2.49% |
Expected lives | 3 years | 3 years |
Expected volatility | 28.20% | 29.90% |
Average expected volatility of comparable companies | 37.00% | 37.00% |
Share-Based Payments (Summary80
Share-Based Payments (Summary of Share Unit Activity) (Details) | 3 Months Ended | |
Mar. 31, 2017$ / sharesshares | ||
Performance Share Units, Equity Classified Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Number of units | shares | 243,968 | |
Granted, Number of units | shares | 92,934 | |
Vested and settled, Number of units | shares | [1] | |
Forfeited, Number of units | shares | ||
Outstanding ending balance, Number of units | shares | 336,902 | |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 27.48 | |
Granted, Weighted average grant date fair value (per share) | $ / shares | 31.68 | |
Vested and settled, Weighted average grant date fair value (per share) | $ / shares | [1] | |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 28.64 | |
Performance Share Units, Liability Classified Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Number of units | shares | 311,329 | [2] |
Granted, Number of units | shares | 86,162 | [2] |
Vested and settled, Number of units | shares | [1],[2] | |
Forfeited, Number of units | shares | (1,062) | [2] |
Outstanding ending balance, Number of units | shares | 396,429 | [2] |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 23.96 | [2] |
Granted, Weighted average grant date fair value (per share) | $ / shares | 31.69 | [2] |
Vested and settled, Weighted average grant date fair value (per share) | $ / shares | [1],[2] | |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | 23.28 | [2] |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 25.64 | [2] |
Vested and not settled, Number of units | shares | 49,871 | |
Vested and not settled, Weighted average grant date fair value (per share) | $ / shares | $ 23.78 | |
Restricted Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Number of units | shares | 160,009 | |
Granted, Number of units | shares | 749 | |
Vested and settled, Number of units | shares | [1] | |
Forfeited, Number of units | shares | ||
Outstanding ending balance, Number of units | shares | 160,758 | |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 23.37 | |
Granted, Weighted average grant date fair value (per share) | $ / shares | 32.76 | |
Vested and settled, Weighted average grant date fair value (per share) | $ / shares | [1] | |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 23.41 | |
Vested and not settled, Number of units | shares | 151,589 | |
Vested and not settled, Weighted average grant date fair value (per share) | $ / shares | $ 23.38 | |
Deferred Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Number of units | shares | 73,520 | |
Granted, Number of units | shares | 4,202 | |
Vested and settled, Number of units | shares | [1] | |
Forfeited, Number of units | shares | ||
Outstanding ending balance, Number of units | shares | 77,722 | |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 25.41 | |
Granted, Weighted average grant date fair value (per share) | $ / shares | 32.77 | |
Vested and settled, Weighted average grant date fair value (per share) | $ / shares | [1] | |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 25.81 | |
[1] | Included in this total are 49,871 liability-classified PSUs and 151,589 RSUs that were vested but not settled at March 31, 2017. These vested share units had WA grant date fair values of $23.78 and $23.38 respectively. | |
[2] | Liability-classified PSUs include PSUs awarded under the employee PSU plan and the previous 2013 PSU plan, in place prior to 2015 that are cash-settled and not subject to market vesting conditions. |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | Aug. 29, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Industrial Assets Guaranteed Under Contract [Member] | |||
Guarantor Obligations [Line Items] | |||
Assets guaranteed under contract | $ 50,657 | $ 3,813 | |
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 | $ 11,638 | $ 11,415 | |
Percentage of assets expected to be sold | 85.00% | 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 | ||
Senior Secured Revolving Credit Facility [Member] | Goldman Sachs [Member] | |||
Guarantor Obligations [Line Items] | |||
Maximum borrowing capacity | $ 150,000 | ||
Senior Unsecured Bridge Loan Facility [Member] | Goldman Sachs [Member] | |||
Guarantor Obligations [Line Items] | |||
Maximum borrowing capacity | 850,000 | ||
Commitment Letter [Member] | |||
Guarantor Obligations [Line Items] | |||
One-time fee | 13,750 | ||
Maximum [Member] | Goldman Sachs [Member] | |||
Guarantor Obligations [Line Items] | |||
Advisory costs | $ 8,625 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) € in Thousands, CAD in Thousands, $ in Thousands | Nov. 15, 2016CAD | Nov. 15, 2016USD ($) | Aug. 01, 2016USD ($) | May 27, 2016USD ($) | Feb. 19, 2016EUR (€) | Feb. 19, 2016USD ($) | Mar. 31, 2017EUR (€) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Mar. 31, 2017CAD | Mar. 31, 2017EUR (€) | Mar. 31, 2017USD ($) | Dec. 31, 2016CAD | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) | Nov. 15, 2016USD ($) | Feb. 19, 2016USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||
Goodwill | $ 98,065 | $ 97,537 | ||||||||||||||||
Net income | $ 10,377 | $ 29,406 | ||||||||||||||||
Revenues | 124,499 | 131,945 | ||||||||||||||||
Mascus International Holdings BV [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Cash consideration | € 26,553 | $ 29,580 | ||||||||||||||||
Voting equity interests acquired, percentage | 100.00% | 100.00% | ||||||||||||||||
Contingent consideration | € 3,198 | € 3,198 | 3,563 | $ 3,563 | ||||||||||||||
Contingent consideration fair value | 3,093 | 3,296 | € 3,080 | 3,431 | ||||||||||||||
Goodwill | $ 19,664 | |||||||||||||||||
Contributed Revenue since acquisition date | $ 1,268 | |||||||||||||||||
Continuing employment costs | € 393 | $ 419 | ||||||||||||||||
Acquisition-related costs | $ 891 | 156 | ||||||||||||||||
Obligation to pay additional amount | € 1,625 | 1,849 | ||||||||||||||||
Period to make additional amount of obligation upon achievement of certain condition | 3 years | 3 years | ||||||||||||||||
Mascus Subsidiary [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Acquisition of NCI | $ 226 | |||||||||||||||||
Petrowsky Auctioneers Inc. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Cash consideration | $ 6,250 | |||||||||||||||||
Retention payment | 750 | |||||||||||||||||
Contingent consideration fair value | 1,050 | 1,433 | ||||||||||||||||
Goodwill | 4,308 | |||||||||||||||||
Acquisition-related costs | 212 | |||||||||||||||||
Period to make additional amount of obligation upon achievement of certain condition | 3 years | 3 years | ||||||||||||||||
Petrowsky Auctioneers Inc. [Member] | Maximum [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Contingent consideration | 3,000 | |||||||||||||||||
Obligation to pay additional amount | $ 1,000 | |||||||||||||||||
Kramer Auctions Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Total cash consideration | CAD 15,300 | $ 11,361 | ||||||||||||||||
Cash consideration | 15,000 | 11,138 | ||||||||||||||||
Deferred purchase note consideration | 300 | $ 223 | ||||||||||||||||
Contingent consideration | CAD 2,500 | $ 1,856 | ||||||||||||||||
Contingent consideration fair value | CAD 751 | 564 | CAD 725 | $ 538 | ||||||||||||||
Goodwill | $ 6,822 | |||||||||||||||||
Acquisition-related costs | 187 | |||||||||||||||||
Obligation to pay additional amount | CAD 1,000 | $ 743 | ||||||||||||||||
Period to make additional amount of obligation upon achievement of certain condition | 3 years | 3 years | ||||||||||||||||
Customer Relationships [Member] | Mascus International Holdings BV [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life | 17 years | 17 years | ||||||||||||||||
Customer Relationships [Member] | Petrowsky Auctioneers Inc. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life | 10 years | |||||||||||||||||
Customer Relationships [Member] | Kramer Auctions Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life | 10 years | 10 years | ||||||||||||||||
Trade Names [Member] | Mascus International Holdings BV [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life | 5 years | 5 years | ||||||||||||||||
Trade Names [Member] | Kramer Auctions Ltd. [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life | 3 years | 3 years | ||||||||||||||||
Software Assets [Member] | Mascus International Holdings BV [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Useful life | 5 years | 5 years |
Business Combinations (Schedule
Business Combinations (Schedule of Assets Acquired and Liabilities Assumed) (Details) € in Thousands, CAD in Thousands, $ in Thousands | Nov. 15, 2016CAD | Nov. 15, 2016USD ($) | Aug. 01, 2016USD ($) | Feb. 19, 2016EUR (€) | Feb. 19, 2016USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | ||||||||
Goodwill acquired on acquisition | $ 98,065 | $ 97,537 | ||||||
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 | |||||||
Mascus International Holdings BV [Member] | Software Assets [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization life | 5 years | |||||||
Mascus International Holdings BV [Member] | Trade Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization life | 5 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 | [3] | 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 | |||||||
Kramer Auctions Ltd. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | CAD 15,000 | $ 11,138 | ||||||
Deferred purchase note consideration | CAD 300 | 223 | ||||||
Fair value of contingent consideration | 538 | |||||||
Total fair value at acquisition date | 11,899 | |||||||
Property, plant and equipment | 399 | |||||||
Intangible assets | [4] | 4,678 | ||||||
Fair value of identifiable net assets acquired | 5,077 | |||||||
Goodwill acquired on acquisition | $ 6,822 | |||||||
Kramer Auctions Ltd. [Member] | Customer Relationships [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization life | 10 years | |||||||
Kramer Auctions Ltd. [Member] | Trade Names [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization life | 3 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 customer relationships with estimated useful lives of 10 years. | |||||||
[4] | Consists of customer relationships and trade names with estimated useful lives of 10 and three years, respectively. |