Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 09, 2018 | |
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, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 107,769,787 |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Total revenues | $ 260,178 | $ 199,427 |
Costs of services | 36,657 | 24,340 |
Cost of inventory sold | 75,791 | 63,401 |
Selling, general and administrative expenses | 97,470 | 70,575 |
Acquisition-related costs | 1,633 | 8,627 |
Depreciation and amortization expenses | 16,191 | 10,338 |
Gain on disposition of property, plant and equipment | (345) | (721) |
Foreign exchange gain | (92) | (730) |
Total operating expenses | 227,305 | 175,830 |
Operating income | 32,873 | 23,597 |
Interest expense | (11,310) | (8,133) |
Other income, net | 913 | 2,284 |
Income before income taxes | 22,476 | 17,748 |
Current income tax expense | 4,004 | 7,488 |
Deferred income tax expense (recovery) | 1,265 | (173) |
Income tax expense | 5,269 | 7,315 |
Net income | 17,207 | 10,433 |
Net income attributable to: | ||
Stockholders | 17,138 | 10,377 |
Non-controlling interests | $ 69 | $ 56 |
Earnings per share attributable to stockholders: | ||
Basic | $ 0.16 | $ 0.10 |
Diluted | $ 0.16 | $ 0.10 |
Weighted average number of shares outstanding: | ||
Basic | 107,355,381 | 106,851,595 |
Diluted | 108,643,897 | 107,788,949 |
Service Revenues [Member] | ||
Total revenues | $ 176,016 | $ 123,379 |
Revenue from Inventory Sales [Member] | ||
Total revenues | $ 84,162 | $ 76,048 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||
Net income | $ 17,207 | $ 10,433 |
Other comprehensive income, net of income tax: | ||
Foreign currency translation adjustment | 4,907 | 7,440 |
Total comprehensive income | 22,114 | 17,873 |
Total comprehensive income attributable to: | ||
Stockholders | 22,033 | 17,813 |
Non-controlling interests | $ 81 | $ 60 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 278,944 | $ 267,910 |
Restricted cash | 62,414 | 63,206 |
Trade and other receivables | 182,157 | 92,105 |
Inventory | 34,350 | 38,238 |
Other current assets | 30,657 | 27,026 |
Assets held for sale | 251 | 584 |
Income taxes receivable | 17,515 | 19,418 |
Total Current Assets | 606,288 | 508,487 |
Property, plant and equipment | 522,871 | 526,581 |
Equity-accounted investments | 6,915 | 7,408 |
Other non-current assets | 26,807 | 24,146 |
Intangible assets | 259,052 | 261,094 |
Goodwill | 674,097 | 670,922 |
Deferred tax assets | 19,934 | 18,674 |
Total Assets | 2,115,964 | 2,017,312 |
Liabilities and Equity | ||
Auction proceeds payable | 303,416 | 199,245 |
Trade and other payables | 170,777 | 164,553 |
Income taxes payable | 2,021 | 732 |
Short-term debt | 5,861 | 7,018 |
Current portion of long-term debt | 9,264 | 16,907 |
Total Current Liabilities | 491,339 | 388,455 |
Long-term debt | 771,030 | 795,985 |
Other non-current liabilities | 44,857 | 46,773 |
Deferred tax liabilities | 34,712 | 32,334 |
Total Liabilities | 1,341,938 | 1,263,547 |
Contingencies | ||
Contingently redeemable performance share units | 16,576 | 9,014 |
Share capital: | ||
Common stock; no par value, unlimited shares authorized, issued and outstanding shares: 107,471,895 (December 31, 2017: 107,269,783) | 144,387 | 138,582 |
Additional paid-in capital | 44,327 | 41,005 |
Retained earnings | 601,205 | 602,609 |
Accumulated other comprehensive loss | (37,619) | (42,514) |
Stockholders' equity | 752,300 | 739,682 |
Non-controlling interest | 5,150 | 5,069 |
Total shareholders' equity | 757,450 | 744,751 |
Total liabilities and equity | $ 2,115,964 | $ 2,017,312 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, no par value | ||
Common stock, Shares Authorized, Unlimited | Unlimited | Unlimited |
Common stock, issued shares | 107,471,895 | 107,269,783 |
Common stock, outstanding shares | 107,471,895 | 107,269,783 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Equity - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital ("APIC") [Member] | Retained earnings [Member] | Accumulated other comprehensive income (loss) [Member] | Non-controlling interest ("NCI") [Member] | Performance Share Units [Member] | Total |
Balance at Dec. 31, 2017 | $ 138,582 | $ 41,005 | $ 602,609 | $ (42,514) | $ 5,069 | $ 744,751 | |
Balance, shares at Dec. 31, 2017 | 107,269,783 | ||||||
Contingently redeemable Performance share units, Balance at Dec. 31, 2017 | $ 9,014 | 9,014 | |||||
Net income | 17,138 | 69 | 17,207 | ||||
Other comprehensive income | 4,895 | 12 | 4,907 | ||||
Comprehensive income | 17,138 | 4,895 | 81 | 22,114 | |||
Stock option exercises | $ 5,805 | (1,492) | 4,313 | ||||
Stock option exercises, shares | 202,112 | ||||||
Stock option compensation expense | 2,343 | 2,343 | |||||
Modification of PSUs | 703 | (134) | 6,132 | 569 | |||
Equity-classified PSU expense | 1,678 | 1,357 | 1,678 | ||||
Equity-classified PSU dividend equivalents | 90 | (200) | 110 | (110) | |||
Change in value of contingently redeemable PSUs | 37 | (37) | 37 | ||||
Cash dividends paid | (18,245) | (18,245) | |||||
Balance at Mar. 31, 2018 | $ 144,387 | $ 44,327 | $ 601,205 | $ (37,619) | $ 5,150 | 757,450 | |
Balance, shares at Mar. 31, 2018 | 107,471,895 | ||||||
Contingently redeemable Performance share units, Balance at Mar. 31, 2018 | $ 16,576 | $ 16,576 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net income | $ 17,207 | $ 10,433 |
Adjustments for items not affecting cash: | ||
Depreciation and amortization expenses | 16,191 | 10,338 |
Stock option compensation expense | 2,343 | 1,311 |
Equity-classified PSU expense | 3,035 | 1,012 |
Amortization of debt issuance costs | 1,066 | 445 |
Other, net | 2,131 | (1,042) |
Net changes in operating assets and liabilities | 25,265 | 112,045 |
Net cash provided by operating activities | 67,238 | 134,542 |
Investing activities: | ||
Property, plant and equipment additions | (2,564) | (1,863) |
Intangible asset additions | (7,034) | (5,664) |
Proceeds on disposition of property, plant and equipment | 1,066 | 1,505 |
Other, net | (4,674) | |
Net cash used in investing activities | (13,206) | (6,022) |
Financing activities: | ||
Dividends paid to stockholders | (18,245) | (18,160) |
Dividends paid to NCI | (41) | |
Issuances of share capital | 4,313 | 3,412 |
Proceeds from short-term debt | 308 | 1,219 |
Repayment of short-term debt | (1,754) | (1,009) |
Repayment of long-term debt | (29,237) | |
Repayment of finance lease obligations | (802) | (438) |
Other, net | (48) | |
Net cash used in financing activities | (45,417) | (15,065) |
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash | 1,627 | 3,336 |
Increase | 10,242 | 116,791 |
Beginning of period | 331,116 | 758,089 |
Cash, cash equivalents, and restricted cash, end of period | $ 341,358 | $ 874,880 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1 . S ummary of s ignificant accounting policies Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”) provide global asset management and disposition services, offering customers end-to-end solutions for buying and selling used industrial equipment and other durable assets through its live unreserved auctions, online reserved and unreserved marketplaces, listing services, and private brokerage services. Ritchie Bros. Auctioneers Incorporated is a company incorporated in Canada under the Canada Business Corporations Act, whose shares are publicly traded on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”) . (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 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 unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K, filed with the Securities and 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 Effective January 1, 2018 , the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) using the full retrospective method , which included restating prior years for comparative amounts. This new accounting policy resu lted in a change in the financial statement presentation only on the income statement, as described in Note 1 ( i ) New and amended accounting standards in this Quarterly Report on Form 10 - Q. Revenues are comprised of: · Service revenues, including the following: i. Revenue from auction and marketplace (“A&M”) activities, including commissions earned at our live and online auctions where we act as an agent for consignors of equipment and other assets, and various auction-related fees, including listing and buyer transaction fees; and ii. Other services revenues, including revenues from listing services, refurbishment, logistical services, financing, appraisal fees and other ancillary service fees; and · Revenue from inventory sales The Company recognizes revenue when control of the promised goods or services is transferred to our customers, or upon completion of the performance obligation, in an amount that reflects the consideration we expect to be entitled to in exchange for those good or services. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For live event-based auctions or online auctions, revenue is recognized when the auction 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. 1 . S ummary of s ignificant accounting policies (continued) (b) Revenue recognition (continued) Service revenues Commissions from sales at the Company’s auctions represent the percentage earned by the Company on the gross 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. The Company accepts equipment and other assets on consignment stimulating buyer interest through professional marketing techniques, and matches sellers (also known as consignors) to buyers through the auction or private sale process. Prior to offering an item for sale on its online marketplaces, the Company also performs inspections. Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and, if applicable, the buyer transaction fee, collects payment from the buyer, and remits the proceeds, net of the seller commissions, applicable taxes, and applicable fees. Commissions are calculated as a percentage of the hammer price of the property sold at auction. Fees are also charged to sellers for listing and inspecting equipment. Other revenues earned in the process of conducting the Company’s auctions include administrative, documentation, and advertising fees. On the fall of the auctioneer’s hammer, the highest bidder becomes legally obligated to pay the full purchase price, which is the hammer price of the property purchased and the seller is legally obligated to relinquish the property in exchange for the hammer price less any seller’s commissions. Commission and fee revenues are recognized on the date of the auction sale upon the fall of the auctioneer’s hammer. 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. If the buyer defaults on its payment obligation, also referred to as a collapsed sale, the sale is cancelled in the period in which the determination is made, and the property is returned to the consignor or placed in a later event-based or online auction. Historically cancelled sales have not been material. Online marketplace commission revenue is reduced by a provision for disputes, which is an estimate of disputed items that are expected to be settled at a cost to the Company, related to settlements of discrepancies under the Company’s equipment condition certification program. The equipment condition certification refers to a written inspection report provided to potential buyers that reflects the condition of a specific piece of equipment offered for sale, and includes ratings, comments, and photographs of the equipment following inspection by one of the Company’s equipment inspectors. The equipment condition certification provides that a buyer may file a written dispute claim during an eligible dispute period for consideration and resolution at the sole determination of the Company if the purchased equipment is not substantially in the condition represented in the inspection report. Typically disputes under the equipment condition certification program are settled with minor repairs or additional services, such as washing or detailing the item; the estimated costs of such items or services are included in the provision for disputes. 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. 1 . S ummary of s ignificant accounting policies (continued) (b) Revenue recognition (continued) Underwritten commission contracts can take the form of guarantee 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. Other services revenue also includes fees for refurbishment, logistical services, financing, appraisal fees and other ancillary service fees. Fees are recognized in the period in which the service is provided to the customer . Revenue on inventory sales Underwritten commission contracts can take the form of inventory contracts. 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. In its role as auctioneer, the Company auctions its inventory to equipment buyers through the auction process. Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and, if applicable, the buyer transaction fee, and collects payment from the buyer. 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. Title to the property is transferred in exchange for the hammer price, and if applicable, the buyer transaction fee plus applicable taxes. (c) Cost of services Costs of services are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenues, and earning other fee revenues. Direct expenses include direct labour, buildings and facilities charges, and travel, advertising and promotion costs. Costs of services incurred to earn online marketplace revenues in addition to the costs listed above also include inspection costs . Inspections are generally performed at the seller’s physical location. The cost of inspections include s payroll costs and related benefits for the Company’s employees that perform and manage field inspection services, the related inspection report preparation and quality assurance costs, fees paid to contractors who perform field inspections, related travel and incidental costs for the Company’s inspection service organization, and office and occupancy costs for its inspection services personnel. Costs of earning online marketplace revenues also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions, and lease and operations costs related to the Company’s third-party data centers at which its websites are hosted. Costs of services incurred in earning other fee revenues include direct labour (including commissions on sales), software maintenance fees, and materials. Costs of services exclude depreciation and amortization expenses. (d) Cost of inventory sold Cost of inventory sold represents the purchase price of assets sold for the Company’s own account and is determined using a specific identification basis . 1 . S ummary of s ignificant accounting policies (continued) (e) Share-based payments The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related arrangement. Equity-classified share-based payments The Company has three stock option compensation plans that provide for the award of stock options to selected employees, directors and officers of the Company. The cost of options granted is measured at the fair value of the underlying option at the grant date using the Black-Scholes option pricing model. The Company also has a senior executive PSU plan and an employee PSU plan that provides for the award of PSUs to certain senior executives and employees, respectively, of the Company. The Company has the option to settle certain share unit awards in cash or shares and expects to settle them in shares. The cost of PSUs granted is measured at the fair value of the underlying PSUs at the grant date using a binomial model. This fair value of awards expected to vest under these plans is expensed over the respective remaining service period of the individual awards, on an accelerated recognition basis, with the corresponding increase to APIC recorded in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in earnings, such that the consolidated expense reflects the revised estimate, with a corresponding adjustment to equity. Any consideration paid on exercise of the stock options is credited to the common shares. Dividend equivalents on the equity-classified PSUs are recognized as a reduction to retained earnings over the service period. PSUs awarded under the senior executive and employee PSU plans (described in note 17 ) are contingently redeemable in cash in the event of death of the participant. The contingently redeemable portion of the senior executive and employee PSU awards, which represents the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, is recognized as temporary equity. The balance reported in temporary equity increases on the same basis as the related compensation expense over the service period of the award, with any excess of the temporary equity value over the amount recognized in compensation expense charged against retained earnings. In the event it becomes probable an award is going to become eligible for redemption by the holder, the award would be reclassified to a liability award. Liability-classified share-based payments The Company maintains other share unit compensation plans that vest over a period of up to five years after grant. Under those plans, the Company is either required or expects to settle vested awards on a cash basis or by providing cash to acquire shares on the open market on the employee’s behalf, where the settlement amount is determined using the volume weighted average price of the Company’s common shares for the twenty days prior to the vesting date or, in the case of deferred share unit (“DSU”) recipients, following cessation of service on the Board of Directors. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 17 . 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. 1 . S ummary of s ignificant accounting policies (continued) (e) Share-based payments Liability-classified share-based payments (continued) 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. (f) Inventories Inventory consists of equipment and other assets purchased for resale in an upcoming live on site auction or online marketplace event. The Company purchases inventory for resale through a competitive process where the consignor has determined this to be the preferred method of disposition through the auction process. In addition, certain jurisdictions require auctioneers to hold title to assets and facilitate title transfer on sale. Inventory is valued at the lower of cost and net realizable value where net realizable value represents the expected sale price upon disposition less make-ready costs and the costs of disposal and transportation. The significant elements of cost include the acquisition price of the inventory and make-ready costs to prepare the inventory for sale that are not selling expenses. Write-downs to the carrying value of inventory are recorded in cost of inventory sold on the consolidated income statement. (g) Imp airment of long-lived and indefinite-lived assets Long-lived assets, comprised of property, plant and equipment and intangible assets subject to amortization, are assessed for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for recoverability at the lowest level that generates independent cash flows. An impairment loss is recognized when the carrying value of the assets or asset groups is greater than the future projected undiscounted cash flows. The impairment loss is calculated as the excess of the carrying value over the fair value of the asset or asset group. Fair value is based on valuation techniques or third-party appraisals. Significant estimates and judgments are applied in determining these cash flows and fair values. Indefinite-lived intangible assets are tested annually for impairment as of December 31, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the indefinite-lived intangible asset is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the carrying amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value. 1 . S ummary of s ignificant accounting policies (continued) (h) Goodwill Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31 and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not required. If a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit. (i) New and amended accounting standards (i) Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The Company implemented the new standard using a full retrospective method, in order to provide more useful comparative information to financial statement users. The primary impact of the adoption of ASU 2014-09 is the change in the presentation of revenue from inventory, ancillary service, and logistical services contracts on a gross basis as a principal versus net as an agent. This is due to the new standard requiring an entity to determine whether the entity controls the specified good or service before transfer to the customer, with the entity being principal in these transactions. Prior to adopting ASU 2014-09, an entity evaluated indicators to determine if it was a principal or agent. As the Company determined that it controls the inventory and provision of ancillary and logistical services before transfer to its customers, the Company concluded that it was acting as a principal rather than an agent. As a result of adoption of the new accounting standard t here was no impact on the timing of recognition of revenue, operating income, net income, or on the consolidated balance sh eet or consolidated statement of cash flows. Presenting revenue from inventory sale on a gross basis as a principal selling a tangible product versus net as an agent providing a service significantly changes the face of the Company’s consolidated income statement in two primary ways: 1) Prior to the adoption of ASU 2014-09, all revenue from inventory sales were presented net of costs within service revenues on the income statement. With the adoption of ASU 2014-09, the Company has presented separately revenue from inventory sales and service revenue and accordingly service revenues excludes revenue from inventory sales and cost of inventory sold. Those amounts are now presented gross as separate line items on the face of the consolidated income statement; and 2) Ancillary and logistical service revenues are presented within service revenues, now on a gross basis, with the related costs of services presented separately within costs of services. 1. Summary of significant accounting policies (continued) (i) New and amended accounting standards (continued) Impact to reported results The new presentation based on ASU 2014-09 results in an increase the amount of revenue reported but there is no change in the operating income compared to the prior presentation: Three months ended March 31, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted $ 76,048 Revenue from inventory sales $ 76,048 Revenues $ 124,499 (1,120) Service revenues 123,379 74,928 Total revenues 199,427 (63,401) Cost of inventory sold (63,401) Costs of services (12,813) (11,527) Costs of services (24,340) $ 111,686 $ - $ 111,686 (ii) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 identifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years and interim periods beginning after December 15, 2017. The amendments are applied retrospectively on the amendment date. The Company expects the adoption of ASU 2016-15 will result in the $1,302,000 Mascus contingent consideration paid in the second quarter of 2017 to be reclassified from operating to investing cash flows. (j) Recent accounting standards not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. For short-term leases, defined as those with a term of 12 months or less, the lessee is permitted to make an accounting policy election not to recognize the lease assets and liabilities, and instead recognize the lease expense generally on a straight-line basis over the lease term. The accounting treatment under this election is consistent with current operating lease accounting. No extensive amendments were made to lessor accounting, but amendments of note include changes to the definition of initial direct costs and accounting for collectability uncertainties in a lease. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Both lessees and lessors must apply ASU 2016-02 using a “modified retrospective transition”, which reflects the new guidance from the beginning of the earliest period presented in the financial statements. However, lessees and lessors can elect to apply certain practical expedients on transition. Management continues to perform a detailed inventory and analysis of all the Company’s leases, of which there are approximately 480 operating and 115 finance leases for which the Company is a lessee at the reporting date. The most significant operating leases in terms of the amount of rental charges and duration of the contract are for various auction sites and offices located in North America, Europe, the Middle East, and Asia. However, in terms of the number of leases, the majority consist of leases for computer, automotive, and yard equipment. 1. Summary of significant accounting policies (continued) (j) Recent accounting standards not yet adopted (continued) The Company continues to evaluate the new guidance to determine the impact it will have on its consolidated financial statements. Under the expectation that the majority, if not all, of the operating leases will be brought onto the Company’s balance sheet on adoption of ASU 2016-02, management is currently investigating the functionality within the Company’s financial system to automate the lease accounting process and is evaluating alternative software solutions to facilitate adoption. The adoption of ASU 2016-02 is expected to add complexity to the accounting for leases, as well as require extensive system and process changes to manage the large number of operating leases that the Company anticipates will be brought onto its balance sheet. As a result, management has determined that the Company will not early adopt ASU 2016-02, and will continue to evaluate the elections available to the Company involving the application of practical expedients on transition . |
Significant Judgments, Estimate
Significant Judgments, Estimates and Assumptions | 3 Months Ended |
Mar. 31, 2018 | |
Significant Judgments, Estimates and Assumptions [Abstract] | |
Significant Judgments, Estimates and Assumptions | 2. 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 items subject to estimates include purchase price allocations, the carrying amounts of goodwill, the useful lives of long-lived assets, share based compensation, deferred income taxes, reserves for tax uncertainties, and other contingencies. |
Seasonality
Seasonality | 3 Months Ended |
Mar. 31, 2018 | |
Seasonality [Abstract] | |
Seasonality | 3. Seasonality The Company’s operations are both seasonal and event driven. Revenues tend to be the highest during the second and fourth calendar quarters. The Company generally conducts more live, on site 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. Online volumes are similarly affected as supply of used equipment is lower in the third quarter as it is actively being used and not available for sale. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2018 | |
Segment Information [Abstract] | |
Segment Information | 4. Segment information The Company’s principal business activity is the management and disposition of used industrial equipment and other durable assets. The Company’s operations are comprised of one reportable segment and other business activities that are not reportable as follows: · Auctions and Marketplaces – This is the Company’s only reportable segment, which consists of the Company’s live on site auctions, its online auctions and marketplaces, and its brokerage service; · Other includes the results of Ritchie Bros. Financial Services (“RBFS”), Mascus online services, and the results from various value-added services and make-ready activities, including the Company’s equipment refurbishment services, Asset Appraisal Services, and Ritchie Bros. Logistical Services . Three months ended March 31, 2018 A&M Other Consolidated Service revenues $ 148,405 $ 27,611 $ 176,016 Revenue from inventory sales 84,162 - 84,162 Total revenues 232,567 27,611 - 260,178 Costs of services 21,448 15,209 36,657 Cost of inventory sold 75,791 - 75,791 Selling, general and administrative expenses ("SG&A") 93,002 4,468 97,470 Segment profit $ 42,326 $ 7,934 $ 50,260 Acquisition-related costs 1,633 D&A expenses 16,191 Gain on disposition of property, plant and equipment ("PPE") (345) Foreign exchange gain (92) Operating income $ 32,873 Interest expense (11,310) Other income, net 913 Income tax expense (5,269) Net income $ 17,207 4. Segment information (continued) Three months ended March 31, 2017 A&M Other Consolidated Service revenues $ 103,030 $ 20,349 $ 123,379 Revenue from inventory sales 76,048 - 76,048 Total revenues 179,078 20,349 199,427 Costs of services 12,587 11,753 24,340 Cost of inventory sold 63,401 - 63,401 SG&A expenses 67,111 3,464 70,575 Segment profit $ 35,979 $ 5,132 $ 41,111 Acquisition-related costs 8,627 D&A expenses 10,338 Gain on disposition of PPE (721) Foreign exchange gain (730) Operating income $ 23,597 Interest expense (8,133) Other income, net 2,284 Income tax expense (7,315) Net income $ 10,433 The Company‘s geographic breakdown of total revenue is as follows: United States Canada Europe Other Consolidated Total revenues for the three months ended: March 31, 2018 $ 135,563 $ 65,809 $ 34,574 $ 24,232 $ 260,178 March 31, 2017 112,083 41,492 18,267 27,585 199,427 A |
Total Revenues
Total Revenues | 3 Months Ended |
Mar. 31, 2018 | |
Total Revenues [Abstract] | |
Total Revenues | 5 . Total revenues Three months ended March 31, 2018 2017 Service revenues: Commissions $ 101,294 $ 79,297 Fees 74,722 44,082 176,016 123,379 Revenue from inventory sales 84,162 76,048 Total revenues $ 260,178 $ 199,427 |
Operating Expenses
Operating Expenses | 3 Months Ended |
Mar. 31, 2018 | |
Operating Expenses [Abstract] | |
Operating Expenses | 6. Operating expenses Costs of services Three months ended March 31, 2018 2017 Ancillary and logistical service expenses $ 14,580 $ 11,527 Employee compensation expenses 9,019 5,476 Buildings, facilities and technology expenses 2,627 1,546 Travel, advertising and promotion expenses 6,808 4,656 Other costs of services 3,623 1,135 $ 36,657 $ 24,340 S G&A ex penses Three months ended March 31, 2018 2017 Employee compensation expenses $ 63,293 $ 44,455 Buildings, facilities and technology expenses 15,273 12,270 Travel, advertising and promotion expenses 9,719 6,586 Professional fees 4,267 3,100 Other SG&A expenses 4,918 4,164 $ 97,470 $ 70,575 Acquisition-related costs Three months ended March 31, 2018 2017 IronPlanet: (note 19) $ 639 $ 7,691 Other acquisitions: Continuing employment costs 968 864 Other acquisition-related costs 26 72 $ 1,633 $ 8,627 Depreciation and amortization expenses Three months ended March 31, 2018 2017 Depreciation expense $ 6,916 $ 6,792 Amortization expense 9,275 3,546 $ 16,191 $ 10,338 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 7 . 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. For the three months ended March 31, 2018, income tax expense was $5 ,269,000 , compared to an income tax expense of $7 ,315,000 for the same period in 2017. Our effective tax rate was 2 3 % in the first quarter of 2018, compared to 41% in the first quarter of 2017. The effective tax rate decreased in the first quarter of 2018 compared to the first quarter of 2017 primarily due to a greater proportion of income taxed in jurisdictions with lower tax rates and partially offset by our estimated Base Erosion Anti-Abuse Tax (“BEAT”). Additionally, in 2017 a $2 ,290,000 expense relating to an increase in uncertain tax positions was recognized and a n increase in annual non-deductible acquisition costs was estimated. Recent Tax Legislation On December 22, 2017 H.R. 1, originally known as the Tax Cuts and Jobs Act, (the “Tax Act”) was enacted. The Tax Act makes broad and complex changes to the U.S. tax code that impacted our quarter ended March 31, 2018, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018 and (2) imposing BEAT - a tax on certain deductible payments from our U.S. subsidiary to any of its foreign-related parties. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Act. For the three months ended March 31, 2018, we have not made any adjustments to the provisional amounts recorded at December 31, 2017. Additional work is still necessary for a more detailed analysis of our deferred tax assets and liabilities, our historical foreign earnings subject to the one-time transition tax, and potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to tax expense in the corresponding quarter of 2018 when the analysis is complete . |
Earnings Per Share Attributable
Earnings Per Share Attributable to Stockholders | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share Attributable to Stockholders [Abstract] | |
Earnings Per Share Attributable to Stockholders | 8. 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, 2018 stockholders of shares amount Basic 17,138 107,355,381 $ 0.16 Effect of dilutive securities: Share units - 358,087 - Stock options - 930,429 - Diluted 17,138 108,643,897 $ 0.16 8. Earnings per share attributable to stockholders (continued) 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: Share units 27 263,557 - Stock options - 673,797 - Diluted 10,404 107,788,949 $ 0.10 In respect of PSUs awarded , 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, 2018, 13,528 share units to purchase common shares were outstanding but excluded from the calculation of diluted EPS attributable to stockholders as they were anti-dilutive (2017: nil ). For the three months ended March 31, 2018, stock options to purchase 1,619,141 common shares were outstanding but excluded from the calculation of diluted EPS attributable to stockholders as they were anti-dilutive (2017: nil ). |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 9. Supplemental cash flow information Three months ended March 31, 2018 2017 Trade and other receivables $ (90,077) $ (58,839) Inventory 3,090 7,813 Advances against auction contracts (223) (1,806) Prepaid expenses and deposits (3,443) 4,010 Income taxes receivable 1,903 (1,910) Auction proceeds payable 103,390 178,655 Trade and other payables 8,202 (11,402) Income taxes payable 920 (4,052) Share unit liabilities 1,192 (408) Other 311 (16) Net changes in operating assets and liabilities $ 25,265 $ 112,045 Three months ended March 31, 2018 2017 Interest paid, net of interest capitalized $ 16,877 $ 903 Interest received 392 956 Net income taxes paid 1,265 14,756 Non-cash transactions: Non-cash purchase of property, plant and equipment under capital lease 573 207 9. Supplemental cash flow information (continued) March 31, December 31, 2018 2017 Cash and cash equivalents $ 278,944 $ 267,910 Restricted cash 62,414 63,206 Cash, cash equivalents, and restricted cash $ 341,358 $ 331,116 A |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | 1 0 . 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. March 31, 2018 December 31, 2017 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed, recurring: Cash and cash equivalents Level 1 $ 278,944 $ 278,944 $ 267,910 $ 267,910 Restricted cash Level 1 62,414 62,414 63,206 63,206 Short-term debt (note 14) Level 2 5,861 5,861 7,018 7,018 Long-term debt (note 14) Senior unsecured notes Level 1 487,782 498,125 487,339 520,000 Term loans Level 2 292,512 296,026 325,553 329,687 The carrying value of the Company‘s cash and cash equivalents, restricted cash, trade and other receivables, advances against auction contracts, auction proceeds payable, trade and other payables, short term debt, and revolving loans approximate their fair values due to their short terms to maturity. The carrying value of the term loans, before deduction of deferred debt issue costs, approximates its fair value as the interest rates on the loans were short-term in nature. The fair value of the senior unsecured notes is determined by reference to a quoted market price. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2018 | |
Other Current Assets [Abstract] | |
Other Current Assets | 1 1 . Other current assets March 31, December 31, 2018 2017 Advances against auction contracts $ 7,569 $ 7,336 Prepaid expenses and deposits 23,088 19,690 $ 30,657 $ 27,026 |
Other Non-current Assets
Other Non-current Assets | 3 Months Ended |
Mar. 31, 2018 | |
Other Non-current Assets [Abstract] | |
Other Non-current Assets | 12 . Other non-current assets Included in other non-current assets is a tax receivable amount of $1 3 , 4 19,000 (December 31, 2017: $12,851,000 ) |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill [Abstract] | |
Goodwill | 1 3 . Goodwill Balance, December 31, 2017 $ 670,922 Additions 3,242 Foreign exchange movement (67) Balance, March 31, 2018 $ 674,097 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt [Abstract] | |
Debt | 14 . Debt Carrying amount March 31, December 31, 2018 2017 Short-term debt $ 5,861 $ 7,018 Long-term debt: Term Loans (previously referred to as Delayed draw term loans): Denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 4.014% , due in monthly installments of interest only and quarterly installments of principal, maturing in October 2021 178,335 185,143 Denominated in United States dollars, secured, bearing interest at a weighted average rate of 4.064% , due in weekly installments of interest only and quarterly installments of principal, maturing in October 2021 117,691 144,544 Less: unamortized debt issue costs (3,514) (4,134) 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 (12,218) (12,661) Total Long-term debt 780,294 812,892 Total debt $ 786,155 $ 819,910 Long-term debt: Current portion $ 9,264 $ 16,907 Non-current portion 771,030 795,985 Total Long-term debt $ 780,294 $ 812,892 Short -term debt at March 31, 2018 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 2.9% ( December 31, 2017 : 2.7 % ). During the quarter, the company made voluntary prepayments totalling $25,000,000 on the term loan denominated in United States dollars. Prepayments are applied against future scheduled mandatory payments. The amount available pursuant to the term loan facility was only available to finance the acquisition of IronPlanet and will not be available for other corporate purposes upon repayment of amounts borrowed under that facility. 14 . Debt (continued) As at March 31, 2018, the Company had available committed revolving credit facilities aggregating $655,600,000 of which $651,761,000 i s available until October 27, 2021. |
Other Non-current Liabilities
Other Non-current Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
Other Non-current Liabilities [Abstract] | |
Other Non-current Liabilities | 15 . Other non-current liabilities March 31, December 31, 2018 2017 Tax payable $ 26,698 $ 25,958 Finance lease obligation - non-current 7,130 7,875 Share unit liabilities - 2,865 Other non-current liabilities 11,029 10,075 $ 44,857 $ 46,773 |
Equity and Dividends
Equity and Dividends | 3 Months Ended |
Mar. 31, 2018 | |
Equity and Dividends [Abstract] | |
Equity and Dividends | 16 . 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. D ividends Declared and paid The Company declared and paid the following dividends during the three months ended March 31, 2018 and 201 7: Declaration date Dividend per share Record date Total dividends Payment date Fourth quarter 2017 January 26, 2018 $ 0.1700 February 16, 2018 $ 18,246 March 9, 2018 Fourth quarter 2016 January 23, 2017 $ 0.1700 February 10, 2017 $ 18,160 March 3, 2017 Declared and undistributed Subsequent to March 3 1 , 2 01 8 , the Company’s Board of Directors declared a quarterly dividend of $0.17 cents per common share, payable on June 20, 2018 to stockholders of record on May 30, 2018 . This dividend payable has not been recognized as a liability in the financial statements. The payment of this dividend will not have any ta x consequence s for the Company. 16 . Equity and dividends (continued) 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 $2,138,000 for the three months ended March 31, 2018 (2017: net gains of $3,667,000 ). |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2018 | |
Share-Based Payments [Abstract] | |
Share-Based Payments | 17 . Share-based payments Share-based payments consist of the following compensation costs : Three months ended March 31, 2018 2017 Stock option compensation expense: SG&A expenses $ 2,148 $ 1,311 Acquisition-related costs 195 - Share unit expense (recovery): Equity-classified share units 3,035 1,012 Liability-classified share units 1,599 (407) Employee share purchase plan - employer contributions 537 436 $ 7,514 $ 2,352 Share unit expense (recovery) and employer contributions to the employee share purchase plan are recognized in SG&A expenses. Stock option plan Stock option activity for the three months ended March 3 1 , 201 8 is presented below: y WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2017 4,459,744 $ 24.29 7.5 $ 17,649 Granted 889,169 32.16 Exercised (202,112) 21.34 $ 2,215 Forfeited (19,662) 22.25 Outstanding, March 31, 2018 5,127,139 $ 25.78 7.7 $ 30,313 Exercisable, March 31, 2018 2,675,935 $ 24.13 6.7 $ 19,839 The fair value of the stock option grants is estimated on the date of the grant using the Black-Scholes option pricing model. The weighted average grant date fair value of options granted during the three months ended March 31, 2018 was $7.67 . 17 . Share-based payments (continued) S tock option plan (continued) The significant assumptions used to estimate the fair value of stock options granted during the three months ended March 31, 2018 and 2017 are presented in the following table on a weighted average basis: Three months ended March 31, 2018 2017 Risk free interest rate 2.7% 2.1% Expected dividend yield 2.11% 2.05% Expected lives of the stock options 5 years 5 years Expected volatility 28.1% 27.9% As at March 3 1 , 201 8 , the unrecognized stock-based compensation cost related to the non-vested stock options was $10,976,000 which is expected to be recognized over a weighted average period of 2.5 years. Share unit plans Share unit activity for the three mo nths ended March 3 1 , 201 8 is presented below: Equity-classified awards Liability-classified awards PSUs RSUs PSUs RSUs DSUs WA grant WA grant WA grant WA grant WA grant date fair date fair date fair date fair date fair Number value Number value Number value Number value Number value Outstanding, December 31, 2017 434,248 $ 27.83 125,152 $ 26.93 259,241 $ 26.38 4,666 $ 26.42 93,487 $ 26.32 Granted 223,484 31.37 88,120 31.98 - - 25 32.26 5,475 32.05 Transferred to (from) equity awards on modification 257,659 31.30 - - (257,659) 26.38 - - - - Forfeited (15,519) 31.28 - - (1,582) 26.45 - - - - Outstanding, March 31, 2018 (1) 899,872 $ 30.87 213,272 $ 29.02 - $ - 4,691 $ 26.45 98,962 $ 26.64 (1) Included in this total are 184,329 equity-classified PSUs that were vested but not settled at March 31, 2018 . These vested sh are units had WA grant date fair values of $31.99 respectively. As at March 3 1 , 201 8 , the unrecognized share unit expense related to equity-classified PSUs was $ 13,656,668 , which is expected to be recognized over a weighted average period of 2.2 ye ars. The unrecognized share unit expense related to equity -classified R SUs was $5,696,935 , which is expected to be recognized over a weighted average period of 2.8 years. The unrecognized share unit expense related to liability-classified RSUs was $30,024 , which is expected to be recognized over a weighted average period of 0.6 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 The Company grants PSUs under a senior executive PSU plan and an employee PSU plan (the “PSU Plans”). Under the PSU Plans, the number of PSUs that vest is conditional upon specified market, service, and performance vesting conditions being met. The PSU Plans allow the Company to choose whether to settle the awards in cash or in shares. With respect to settling in shares, the Company has the option to either (i) arrange for the purchase shares on the open market on the employee’s behalf based on the cash value that otherwise would be delivered, or (ii) to issue a number of shares equal to the number of units that vest. 17 . Share-based payments (continued) Share unit plans (continued) Senior executive and employee PSU plans (continued) On March 1, 2018, the Company modified the market and performance vesting conditions for the PSUs. Concurrently, the employee PSU plan were reclassified to equity awards, based on the Company’s settlement intentions. The weighted average fair value of the PSU awards outstanding on the modification date was $31.35 . The incremental compensation recognized as a result of the vesting condition modification was $1,400,000 . The share unit liability related to the employee PSUs, representing the portion of the fair value attributable to past service, was $6,701,000 , which was reclassified to equity on that date. No incremental compensation was recognized as a result of the employee PSU settlement modification. Because the employee PSUs are contingently redeemable in cash in the event of death of the participant, on the modification date, the Company reclassified $6,132,000 to temporary equity, representing the portion of the contingent redemption amount of the PSUs as if redeemable on March 1, 2018, to the extent attributable to prior service. The fair value of the equity-classified PSUs is estimated on modification date and on the date of grant using a binomial model. The significant assumptions used to estimate the fair value of the equity-classified PSUs during the three months ended March 31, 2018 and 2017 are presented in the following table on a weighted average basis: Three months ended March 31, 2018 2017 Risk free interest rate 1.9% 1.4% Expected dividend yield 2.09% 1.92% Expected lives of the PSUs 3 years 3 years Expected volatility 31.1% 28.2% Average expected volatility of comparable companies 34.1% 37.0% |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Contingencies [Abstract] | |
Contingencies | 18 . Contingencies 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 consolidated balance sheet or consolidated income statement. Guarantee contracts In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment. At March 31, 2018, there were $103,315,000 of assets guaranteed under contract, of which 87% is expected to be sold prior to the end of June 30, 2018, with the remainder to be sold prior to December 31, 2018 (December 31, 2017: $30,948,000 of which 27% is expected to be sold prior to the end of March 31, 2018 with the remainder to be sold by December 31, 2018). The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | 19 . Business combinations IronPlanet acquisition On May 31, 2017 (the “IronPlanet Acquisition Date”), the Company acquired 100% of the issued and outstanding shares of IronPlanet for a total fair value consideration of $776,474,000 . As at the acquisition date, cash consideration of $772,706,000 , of which approximately $35,000,000 was placed in escrow, was paid to the former shareholders, vested option holders and warrant holders of IronPlanet. In addition to the cash consideration, non-cash consideration of $2,330,000 was issued attributable to the assumption of outstanding IronPlanet options, $1,771,000 was paid in cash and placed in escrow, related to customary closing adjustments, and $333,000 was related to settlement of intercompany payable transactions. Funds placed in escrow of $36,771,000 were released in March 2018. A summary of the net cash flows and purchase price are detailed below: May 31, 2017 Cash consideration paid to former equity holders $ 723,810 Settlement of IronPlanet's debt 36,313 Settlement of IronPlanet's transaction costs 12,583 Cash consideration paid on closing 772,706 Cash consideration paid related to closing adjustments 1,771 Less: cash and cash equivalents acquired (95,626) Less: restricted cash acquired (3,000) Acquisition of IronPlanet, net of cash acquired $ 675,851 Cash consideration paid on closing $ 772,706 Replacement stock option awards attributable to pre- combination services 4,926 Stock option compensation expense from accelerated vesting of awards attributable to post-combination services (2,596) Cash consideration paid relating to closing adjustments 1,771 Settlement of pre-existing intercompany balances (333) Purchase price $ 776,474 IronPlanet is a leading online marketplace for selling and buying used equipment and other durable assets and an innovative participant in the multi–billion dollar used equipment market. The acquisition expands the breadth and depth of equipment disposition and management solutions the Company can offer its customers. The acquisition was accounted for in accordance with ASC 805, Business Combinations . The assets acquired and liabilities assumed were recorded at their estimated fair values at the IronPlanet Acquisition Date. Goodwill of $568,137,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired. 19 . Business combinations (continued) IronPlanet provisional purchase price allocation May 31, 2017 Purchase price $ 776,474 Assets acquired: Cash and cash equivalents $ 95,626 Restricted cash 3,000 Trade and other receivables 13,021 Inventory 600 Advances against auction contracts 4,623 Prepaid expenses and deposits 1,645 Income taxes receivable 55 Property, plant and equipment 2,381 Other non-current assets 2,551 Deferred tax assets 1,497 Intangible assets ~ 188,000 Liabilities assumed: Auction proceeds payable 63,616 Trade and other payables 14,511 Deferred tax liabilities 26,535 Fair value of identifiable net assets acquired 208,337 Goodwill acquired on acquisition $ 568,137 ~ Intangible assets consist of indefinite-lived trade names and trademarks , customer relationships with estimated useful lives of ranging from six to 13 years, and a technology platform with an estimated usefu l life of seven years. The amounts included in the IronPlanet provisional purchase price allocation are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the IronPlanet Acquisition Date. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the IronPlanet Acquisition Date, and is dependent upon finalization of income tax liabilities. Adjustments to the preliminary values during the measurement period will be recorded in the operating results of the reporting period in which the adjustments are determined. Changes to the amounts recorded as assets and liabilities will result in a corresponding adjustment to goodwill. Goodwill The main drivers generating goodwill are the anticipated synergies from (1) the Company's auction expertise and transactional capabilities to IronPlanet's existing customer base, (2) IronPlanet providing existing technology to the Company's current customer base, and (3) future growth from international expansion and new Caterpillar dealers. Other factors generating goodwill include the acquisition of IronPlanet's assembled work force and their associated technical expertise. Acquisition-related costs Expenses totalling $639,000 for legal fees, stock option compensation expense, and other acquisition-related costs are included in the consolidated income statement for the three months ended March 31, 2018 (2017: $7,691,000 ). |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of 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 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 unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017, included in the Company’s Annual Report on Form 10-K, filed with the Securities and 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 Effective January 1, 2018 , the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) using the full retrospective method , which included restating prior years for comparative amounts. This new accounting policy resu lted in a change in the financial statement presentation only on the income statement, as described in Note 1 ( i ) New and amended accounting standards in this Quarterly Report on Form 10 - Q. Revenues are comprised of: · Service revenues, including the following: i. Revenue from auction and marketplace (“A&M”) activities, including commissions earned at our live and online auctions where we act as an agent for consignors of equipment and other assets, and various auction-related fees, including listing and buyer transaction fees; and ii. Other services revenues, including revenues from listing services, refurbishment, logistical services, financing, appraisal fees and other ancillary service fees; and · Revenue from inventory sales The Company recognizes revenue when control of the promised goods or services is transferred to our customers, or upon completion of the performance obligation, in an amount that reflects the consideration we expect to be entitled to in exchange for those good or services. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For live event-based auctions or online auctions, revenue is recognized when the auction 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. 1 . S ummary of s ignificant accounting policies (continued) (b) Revenue recognition (continued) Service revenues Commissions from sales at the Company’s auctions represent the percentage earned by the Company on the gross 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. The Company accepts equipment and other assets on consignment stimulating buyer interest through professional marketing techniques, and matches sellers (also known as consignors) to buyers through the auction or private sale process. Prior to offering an item for sale on its online marketplaces, the Company also performs inspections. Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and, if applicable, the buyer transaction fee, collects payment from the buyer, and remits the proceeds, net of the seller commissions, applicable taxes, and applicable fees. Commissions are calculated as a percentage of the hammer price of the property sold at auction. Fees are also charged to sellers for listing and inspecting equipment. Other revenues earned in the process of conducting the Company’s auctions include administrative, documentation, and advertising fees. On the fall of the auctioneer’s hammer, the highest bidder becomes legally obligated to pay the full purchase price, which is the hammer price of the property purchased and the seller is legally obligated to relinquish the property in exchange for the hammer price less any seller’s commissions. Commission and fee revenues are recognized on the date of the auction sale upon the fall of the auctioneer’s hammer. 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. If the buyer defaults on its payment obligation, also referred to as a collapsed sale, the sale is cancelled in the period in which the determination is made, and the property is returned to the consignor or placed in a later event-based or online auction. Historically cancelled sales have not been material. Online marketplace commission revenue is reduced by a provision for disputes, which is an estimate of disputed items that are expected to be settled at a cost to the Company, related to settlements of discrepancies under the Company’s equipment condition certification program. The equipment condition certification refers to a written inspection report provided to potential buyers that reflects the condition of a specific piece of equipment offered for sale, and includes ratings, comments, and photographs of the equipment following inspection by one of the Company’s equipment inspectors. The equipment condition certification provides that a buyer may file a written dispute claim during an eligible dispute period for consideration and resolution at the sole determination of the Company if the purchased equipment is not substantially in the condition represented in the inspection report. Typically disputes under the equipment condition certification program are settled with minor repairs or additional services, such as washing or detailing the item; the estimated costs of such items or services are included in the provision for disputes. 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. 1 . S ummary of s ignificant accounting policies (continued) (b) Revenue recognition (continued) Underwritten commission contracts can take the form of guarantee 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. Other services revenue also includes fees for refurbishment, logistical services, financing, appraisal fees and other ancillary service fees. Fees are recognized in the period in which the service is provided to the customer . Revenue on inventory sales Underwritten commission contracts can take the form of inventory contracts. 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. In its role as auctioneer, the Company auctions its inventory to equipment buyers through the auction process. Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and, if applicable, the buyer transaction fee, and collects payment from the buyer. 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. Title to the property is transferred in exchange for the hammer price, and if applicable, the buyer transaction fee plus applicable taxes. |
Costs of Services | (c) Cost of services Costs of services are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenues, and earning other fee revenues. Direct expenses include direct labour, buildings and facilities charges, and travel, advertising and promotion costs. Costs of services incurred to earn online marketplace revenues in addition to the costs listed above also include inspection costs . Inspections are generally performed at the seller’s physical location. The cost of inspections include s payroll costs and related benefits for the Company’s employees that perform and manage field inspection services, the related inspection report preparation and quality assurance costs, fees paid to contractors who perform field inspections, related travel and incidental costs for the Company’s inspection service organization, and office and occupancy costs for its inspection services personnel. Costs of earning online marketplace revenues also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions, and lease and operations costs related to the Company’s third-party data centers at which its websites are hosted. Costs of services incurred in earning other fee revenues include direct labour (including commissions on sales), software maintenance fees, and materials. Costs of services exclude depreciation and amortization expenses. |
Cost of Inventory Sold | (d) Cost of inventory sold Cost of inventory sold represents the purchase price of assets sold for the Company’s own account and is determined using a specific identification basis . |
Share-Based Payments | (e) Share-based payments The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related arrangement. Equity-classified share-based payments The Company has three stock option compensation plans that provide for the award of stock options to selected employees, directors and officers of the Company. The cost of options granted is measured at the fair value of the underlying option at the grant date using the Black-Scholes option pricing model. The Company also has a senior executive PSU plan and an employee PSU plan that provides for the award of PSUs to certain senior executives and employees, respectively, of the Company. The Company has the option to settle certain share unit awards in cash or shares and expects to settle them in shares. The cost of PSUs granted is measured at the fair value of the underlying PSUs at the grant date using a binomial model. This fair value of awards expected to vest under these plans is expensed over the respective remaining service period of the individual awards, on an accelerated recognition basis, with the corresponding increase to APIC recorded in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in earnings, such that the consolidated expense reflects the revised estimate, with a corresponding adjustment to equity. Any consideration paid on exercise of the stock options is credited to the common shares. Dividend equivalents on the equity-classified PSUs are recognized as a reduction to retained earnings over the service period. PSUs awarded under the senior executive and employee PSU plans (described in note 17 ) are contingently redeemable in cash in the event of death of the participant. The contingently redeemable portion of the senior executive and employee PSU awards, which represents the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, is recognized as temporary equity. The balance reported in temporary equity increases on the same basis as the related compensation expense over the service period of the award, with any excess of the temporary equity value over the amount recognized in compensation expense charged against retained earnings. In the event it becomes probable an award is going to become eligible for redemption by the holder, the award would be reclassified to a liability award. Liability-classified share-based payments The Company maintains other share unit compensation plans that vest over a period of up to five years after grant. Under those plans, the Company is either required or expects to settle vested awards on a cash basis or by providing cash to acquire shares on the open market on the employee’s behalf, where the settlement amount is determined using the volume weighted average price of the Company’s common shares for the twenty days prior to the vesting date or, in the case of deferred share unit (“DSU”) recipients, following cessation of service on the Board of Directors. These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 17 . 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. 1 . S ummary of s ignificant accounting policies (continued) (e) Share-based payments Liability-classified share-based payments (continued) 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. |
Inventories | (f) Inventories Inventory consists of equipment and other assets purchased for resale in an upcoming live on site auction or online marketplace event. The Company purchases inventory for resale through a competitive process where the consignor has determined this to be the preferred method of disposition through the auction process. In addition, certain jurisdictions require auctioneers to hold title to assets and facilitate title transfer on sale. Inventory is valued at the lower of cost and net realizable value where net realizable value represents the expected sale price upon disposition less make-ready costs and the costs of disposal and transportation. The significant elements of cost include the acquisition price of the inventory and make-ready costs to prepare the inventory for sale that are not selling expenses. Write-downs to the carrying value of inventory are recorded in cost of inventory sold on the consolidated income statement. |
Impairment of Long-lived and Indefinite-lived Assets | (g) Imp airment of long-lived and indefinite-lived assets Long-lived assets, comprised of property, plant and equipment and intangible assets subject to amortization, are assessed for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for recoverability at the lowest level that generates independent cash flows. An impairment loss is recognized when the carrying value of the assets or asset groups is greater than the future projected undiscounted cash flows. The impairment loss is calculated as the excess of the carrying value over the fair value of the asset or asset group. Fair value is based on valuation techniques or third-party appraisals. Significant estimates and judgments are applied in determining these cash flows and fair values. Indefinite-lived intangible assets are tested annually for impairment as of December 31, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the indefinite-lived intangible asset is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the carrying amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value. |
Goodwill | (h) Goodwill Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination. Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31 and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not required. If a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit. |
New and Amended Accounting Standards | (i) New and amended accounting standards (i) Effective January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The Company implemented the new standard using a full retrospective method, in order to provide more useful comparative information to financial statement users. The primary impact of the adoption of ASU 2014-09 is the change in the presentation of revenue from inventory, ancillary service, and logistical services contracts on a gross basis as a principal versus net as an agent. This is due to the new standard requiring an entity to determine whether the entity controls the specified good or service before transfer to the customer, with the entity being principal in these transactions. Prior to adopting ASU 2014-09, an entity evaluated indicators to determine if it was a principal or agent. As the Company determined that it controls the inventory and provision of ancillary and logistical services before transfer to its customers, the Company concluded that it was acting as a principal rather than an agent. As a result of adoption of the new accounting standard t here was no impact on the timing of recognition of revenue, operating income, net income, or on the consolidated balance sh eet or consolidated statement of cash flows. Presenting revenue from inventory sale on a gross basis as a principal selling a tangible product versus net as an agent providing a service significantly changes the face of the Company’s consolidated income statement in two primary ways: 1) Prior to the adoption of ASU 2014-09, all revenue from inventory sales were presented net of costs within service revenues on the income statement. With the adoption of ASU 2014-09, the Company has presented separately revenue from inventory sales and service revenue and accordingly service revenues excludes revenue from inventory sales and cost of inventory sold. Those amounts are now presented gross as separate line items on the face of the consolidated income statement; and 2) Ancillary and logistical service revenues are presented within service revenues, now on a gross basis, with the related costs of services presented separately within costs of services. 1. Summary of significant accounting policies (continued) (i) New and amended accounting standards (continued) Impact to reported results The new presentation based on ASU 2014-09 results in an increase the amount of revenue reported but there is no change in the operating income compared to the prior presentation: Three months ended March 31, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted $ 76,048 Revenue from inventory sales $ 76,048 Revenues $ 124,499 (1,120) Service revenues 123,379 74,928 Total revenues 199,427 (63,401) Cost of inventory sold (63,401) Costs of services (12,813) (11,527) Costs of services (24,340) $ 111,686 $ - $ 111,686 (ii) In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 identifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years and interim periods beginning after December 15, 2017. The amendments are applied retrospectively on the amendment date. The Company expects the adoption of ASU 2016-15 will result in the $1,302,000 Mascus contingent consideration paid in the second quarter of 2017 to be reclassified from operating to investing cash flows. |
Recent Accounting Standards Not Yet Adopted | (j) Recent accounting standards not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. For short-term leases, defined as those with a term of 12 months or less, the lessee is permitted to make an accounting policy election not to recognize the lease assets and liabilities, and instead recognize the lease expense generally on a straight-line basis over the lease term. The accounting treatment under this election is consistent with current operating lease accounting. No extensive amendments were made to lessor accounting, but amendments of note include changes to the definition of initial direct costs and accounting for collectability uncertainties in a lease. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Both lessees and lessors must apply ASU 2016-02 using a “modified retrospective transition”, which reflects the new guidance from the beginning of the earliest period presented in the financial statements. However, lessees and lessors can elect to apply certain practical expedients on transition. Management continues to perform a detailed inventory and analysis of all the Company’s leases, of which there are approximately 480 operating and 115 finance leases for which the Company is a lessee at the reporting date. The most significant operating leases in terms of the amount of rental charges and duration of the contract are for various auction sites and offices located in North America, Europe, the Middle East, and Asia. However, in terms of the number of leases, the majority consist of leases for computer, automotive, and yard equipment. 1. Summary of significant accounting policies (continued) (j) Recent accounting standards not yet adopted (continued) The Company continues to evaluate the new guidance to determine the impact it will have on its consolidated financial statements. Under the expectation that the majority, if not all, of the operating leases will be brought onto the Company’s balance sheet on adoption of ASU 2016-02, management is currently investigating the functionality within the Company’s financial system to automate the lease accounting process and is evaluating alternative software solutions to facilitate adoption. The adoption of ASU 2016-02 is expected to add complexity to the accounting for leases, as well as require extensive system and process changes to manage the large number of operating leases that the Company anticipates will be brought onto its balance sheet. As a result, management has determined that the Company will not early adopt ASU 2016-02, and will continue to evaluate the elections available to the Company involving the application of practical expedients on transition |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Adoption of New Accounting Pronouncements | Three months ended March 31, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted $ 76,048 Revenue from inventory sales $ 76,048 Revenues $ 124,499 (1,120) Service revenues 123,379 74,928 Total revenues 199,427 (63,401) Cost of inventory sold (63,401) Costs of services (12,813) (11,527) Costs of services (24,340) $ 111,686 $ - $ 111,686 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Information [Abstract] | |
Schedule of Revenue and (Loss) Income Before Taxes by Segment | Three months ended March 31, 2018 A&M Other Consolidated Service revenues $ 148,405 $ 27,611 $ 176,016 Revenue from inventory sales 84,162 - 84,162 Total revenues 232,567 27,611 - 260,178 Costs of services 21,448 15,209 36,657 Cost of inventory sold 75,791 - 75,791 Selling, general and administrative expenses ("SG&A") 93,002 4,468 97,470 Segment profit $ 42,326 $ 7,934 $ 50,260 Acquisition-related costs 1,633 D&A expenses 16,191 Gain on disposition of property, plant and equipment ("PPE") (345) Foreign exchange gain (92) Operating income $ 32,873 Interest expense (11,310) Other income, net 913 Income tax expense (5,269) Net income $ 17,207 4. Segment information (continued) Three months ended March 31, 2017 A&M Other Consolidated Service revenues $ 103,030 $ 20,349 $ 123,379 Revenue from inventory sales 76,048 - 76,048 Total revenues 179,078 20,349 199,427 Costs of services 12,587 11,753 24,340 Cost of inventory sold 63,401 - 63,401 SG&A expenses 67,111 3,464 70,575 Segment profit $ 35,979 $ 5,132 $ 41,111 Acquisition-related costs 8,627 D&A expenses 10,338 Gain on disposition of PPE (721) Foreign exchange gain (730) Operating income $ 23,597 Interest expense (8,133) Other income, net 2,284 Income tax expense (7,315) Net income $ 10,433 |
Geographic Information of Revenue | United States Canada Europe Other Consolidated Total revenues for the three months ended: March 31, 2018 $ 135,563 $ 65,809 $ 34,574 $ 24,232 $ 260,178 March 31, 2017 112,083 41,492 18,267 27,585 199,427 |
Total Revenues (Tables)
Total Revenues (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Total Revenues [Abstract] | |
Revenue from the Rendering of Services | Three months ended March 31, 2018 2017 Service revenues: Commissions $ 101,294 $ 79,297 Fees 74,722 44,082 176,016 123,379 Revenue from inventory sales 84,162 76,048 Total revenues $ 260,178 $ 199,427 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Operating Expenses [Abstract] | |
Schedule of Direct Operating Expenses | Three months ended March 31, 2018 2017 Ancillary and logistical service expenses $ 14,580 $ 11,527 Employee compensation expenses 9,019 5,476 Buildings, facilities and technology expenses 2,627 1,546 Travel, advertising and promotion expenses 6,808 4,656 Other costs of services 3,623 1,135 $ 36,657 $ 24,340 |
Schedule of Selling, General and Administrative Expenses | Three months ended March 31, 2018 2017 Employee compensation expenses $ 63,293 $ 44,455 Buildings, facilities and technology expenses 15,273 12,270 Travel, advertising and promotion expenses 9,719 6,586 Professional fees 4,267 3,100 Other SG&A expenses 4,918 4,164 $ 97,470 $ 70,575 |
Schedule of Acquisition Related Costs | Three months ended March 31, 2018 2017 IronPlanet: (note 19) $ 639 $ 7,691 Other acquisitions: Continuing employment costs 968 864 Other acquisition-related costs 26 72 $ 1,633 $ 8,627 |
Schedule of Depreciation and Amortization Expenses | Three months ended March 31, 2018 2017 Depreciation expense $ 6,916 $ 6,792 Amortization expense 9,275 3,546 $ 16,191 $ 10,338 |
Earnings Per Share Attributab32
Earnings Per Share Attributable to Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 stockholders of shares amount Basic 17,138 107,355,381 $ 0.16 Effect of dilutive securities: Share units - 358,087 - Stock options - 930,429 - Diluted 17,138 108,643,897 $ 0.16 8. Earnings per share attributable to stockholders (continued) 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: Share units 27 263,557 - Stock options - 673,797 - Diluted 10,404 107,788,949 $ 0.10 |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Net Changes in Operating Assets and Liabilities | Three months ended March 31, 2018 2017 Trade and other receivables $ (90,077) $ (58,839) Inventory 3,090 7,813 Advances against auction contracts (223) (1,806) Prepaid expenses and deposits (3,443) 4,010 Income taxes receivable 1,903 (1,910) Auction proceeds payable 103,390 178,655 Trade and other payables 8,202 (11,402) Income taxes payable 920 (4,052) Share unit liabilities 1,192 (408) Other 311 (16) Net changes in operating assets and liabilities $ 25,265 $ 112,045 |
Schedule of Supplemental Cash Flow | Three months ended March 31, 2018 2017 Interest paid, net of interest capitalized $ 16,877 $ 903 Interest received 392 956 Net income taxes paid 1,265 14,756 Non-cash transactions: Non-cash purchase of property, plant and equipment under capital lease 573 207 |
Schedule of Cash, Cash Equivalents and Restricted Cash | March 31, December 31, 2018 2017 Cash and cash equivalents $ 278,944 $ 267,910 Restricted cash 62,414 63,206 Cash, cash equivalents, and restricted cash $ 341,358 $ 331,116 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Measurement [Abstract] | |
Fair Value Assets Recurring and Nonrecurring | March 31, 2018 December 31, 2017 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed, recurring: Cash and cash equivalents Level 1 $ 278,944 $ 278,944 $ 267,910 $ 267,910 Restricted cash Level 1 62,414 62,414 63,206 63,206 Short-term debt (note 14) Level 2 5,861 5,861 7,018 7,018 Long-term debt (note 14) Senior unsecured notes Level 1 487,782 498,125 487,339 520,000 Term loans Level 2 292,512 296,026 325,553 329,687 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | March 31, December 31, 2018 2017 Advances against auction contracts $ 7,569 $ 7,336 Prepaid expenses and deposits 23,088 19,690 $ 30,657 $ 27,026 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill [Abstract] | |
Schedule of Goodwill | Balance, December 31, 2017 $ 670,922 Additions 3,242 Foreign exchange movement (67) Balance, March 31, 2018 $ 674,097 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt [Abstract] | |
Schedule of Debt | Carrying amount March 31, December 31, 2018 2017 Short-term debt $ 5,861 $ 7,018 Long-term debt: Term Loans (previously referred to as Delayed draw term loans): Denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 4.014% , due in monthly installments of interest only and quarterly installments of principal, maturing in October 2021 178,335 185,143 Denominated in United States dollars, secured, bearing interest at a weighted average rate of 4.064% , due in weekly installments of interest only and quarterly installments of principal, maturing in October 2021 117,691 144,544 Less: unamortized debt issue costs (3,514) (4,134) 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 (12,218) (12,661) Total Long-term debt 780,294 812,892 Total debt $ 786,155 $ 819,910 Long-term debt: Current portion $ 9,264 $ 16,907 Non-current portion 771,030 795,985 Total Long-term debt $ 780,294 $ 812,892 |
Other Non-current Liabilities (
Other Non-current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Other Non-current Liabilities [Abstract] | |
Other Non-current Liabilities | March 31, December 31, 2018 2017 Tax payable $ 26,698 $ 25,958 Finance lease obligation - non-current 7,130 7,875 Share unit liabilities - 2,865 Other non-current liabilities 11,029 10,075 $ 44,857 $ 46,773 |
Equity and Dividends (Tables)
Equity and Dividends (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity and Dividends [Abstract] | |
Schedule of Quarterly Dividends Declared and Paid | Declaration date Dividend per share Record date Total dividends Payment date Fourth quarter 2017 January 26, 2018 $ 0.1700 February 16, 2018 $ 18,246 March 9, 2018 Fourth quarter 2016 January 23, 2017 $ 0.1700 February 10, 2017 $ 18,160 March 3, 2017 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation Costs Related to Share-Based Payments | Three months ended March 31, 2018 2017 Stock option compensation expense: SG&A expenses $ 2,148 $ 1,311 Acquisition-related costs 195 - Share unit expense (recovery): Equity-classified share units 3,035 1,012 Liability-classified share units 1,599 (407) Employee share purchase plan - employer contributions 537 436 $ 7,514 $ 2,352 |
Summary of Stock Option Activity | y WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2017 4,459,744 $ 24.29 7.5 $ 17,649 Granted 889,169 32.16 Exercised (202,112) 21.34 $ 2,215 Forfeited (19,662) 22.25 Outstanding, March 31, 2018 5,127,139 $ 25.78 7.7 $ 30,313 Exercisable, March 31, 2018 2,675,935 $ 24.13 6.7 $ 19,839 |
Summary of Share Unit Activity | Equity-classified awards Liability-classified awards PSUs RSUs PSUs RSUs DSUs WA grant WA grant WA grant WA grant WA grant date fair date fair date fair date fair date fair Number value Number value Number value Number value Number value Outstanding, December 31, 2017 434,248 $ 27.83 125,152 $ 26.93 259,241 $ 26.38 4,666 $ 26.42 93,487 $ 26.32 Granted 223,484 31.37 88,120 31.98 - - 25 32.26 5,475 32.05 Transferred to (from) equity awards on modification 257,659 31.30 - - (257,659) 26.38 - - - - Forfeited (15,519) 31.28 - - (1,582) 26.45 - - - - Outstanding, March 31, 2018 (1) 899,872 $ 30.87 213,272 $ 29.02 - $ - 4,691 $ 26.45 98,962 $ 26.64 (1) Included in this total are 184,329 equity-classified PSUs that were vested but not settled at March 31, 2018 . These vested sh are units had WA grant date fair values of $31.99 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, 2018 2017 Risk free interest rate 2.7% 2.1% Expected dividend yield 2.11% 2.05% Expected lives of the stock options 5 years 5 years Expected volatility 28.1% 27.9% |
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, 2018 2017 Risk free interest rate 1.9% 1.4% Expected dividend yield 2.09% 1.92% Expected lives of the PSUs 3 years 3 years Expected volatility 31.1% 28.2% Average expected volatility of comparable companies 34.1% 37.0% |
Business Combinations (Tables)
Business Combinations (Tables) - Iron Planet Holdings Inc. [Member] | 3 Months Ended |
Mar. 31, 2018 | |
Schedule of Net Cash Flows and Purchase Price | May 31, 2017 Cash consideration paid to former equity holders $ 723,810 Settlement of IronPlanet's debt 36,313 Settlement of IronPlanet's transaction costs 12,583 Cash consideration paid on closing 772,706 Cash consideration paid related to closing adjustments 1,771 Less: cash and cash equivalents acquired (95,626) Less: restricted cash acquired (3,000) Acquisition of IronPlanet, net of cash acquired $ 675,851 Cash consideration paid on closing $ 772,706 Replacement stock option awards attributable to pre- combination services 4,926 Stock option compensation expense from accelerated vesting of awards attributable to post-combination services (2,596) Cash consideration paid relating to closing adjustments 1,771 Settlement of pre-existing intercompany balances (333) Purchase price $ 776,474 |
Schedule of Assets Acquired and Liabilities Assumed | May 31, 2017 Purchase price $ 776,474 Assets acquired: Cash and cash equivalents $ 95,626 Restricted cash 3,000 Trade and other receivables 13,021 Inventory 600 Advances against auction contracts 4,623 Prepaid expenses and deposits 1,645 Income taxes receivable 55 Property, plant and equipment 2,381 Other non-current assets 2,551 Deferred tax assets 1,497 Intangible assets ~ 188,000 Liabilities assumed: Auction proceeds payable 63,616 Trade and other payables 14,511 Deferred tax liabilities 26,535 Fair value of identifiable net assets acquired 208,337 Goodwill acquired on acquisition $ 568,137 ~ Intangible assets consist of indefinite-lived trade names and trademarks , customer relationships with estimated useful lives of ranging from six to 13 years, and a technology platform with an estimated usefu l life of seven years. |
Summary of Significant Accoun42
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018item | Jun. 30, 2017USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Number of operating leases | 480 | |
Number of finance leases | 115 | |
Number of stock option compensation plans | 3 | |
Mascus International Holdings BV [Member] | ASU 2016-15 [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Reclassification of contingent consideration | $ | $ 1,302 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Schedule of Adoption of New Accounting Pronouncements) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total revenues | $ 260,178 | $ 199,427 |
Cost of inventory sold | (75,791) | (63,401) |
Costs of services | (36,657) | (24,340) |
Gross revenue, net of expenses | 111,686 | |
As Reported [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total revenues | 124,499 | |
Costs of services | (12,813) | |
Gross revenue, net of expenses | 111,686 | |
New Revenue Standard Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total revenues | 74,928 | |
Cost of inventory sold | (63,401) | |
Costs of services | (11,527) | |
Revenue from Inventory Sales [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total revenues | 84,162 | 76,048 |
Revenue from Inventory Sales [Member] | New Revenue Standard Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total revenues | 76,048 | |
Service Revenues [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total revenues | $ 176,016 | 123,379 |
Service Revenues [Member] | New Revenue Standard Adjustment [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Total revenues | $ (1,120) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Segment Information [Abstract] | |
Number of reportable segments | 1 |
Segment Information (Schedule o
Segment Information (Schedule of Revenue and (Loss) Income Before Taxes by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Segment Reporting [Line Items] | ||
Revenues | $ 260,178 | $ 199,427 |
Costs of services | 36,657 | 24,340 |
Cost of inventory sold | 75,791 | 63,401 |
SG&A expenses | 97,470 | 70,575 |
Acquisition-related costs | 1,633 | 8,627 |
D&A expenses | 16,191 | 10,338 |
Gain on disposition of property, plant and equipment ("PPE") | (345) | (721) |
Foreign exchange gain | (92) | (730) |
Operating income | 32,873 | 23,597 |
Interest expense | (11,310) | (8,133) |
Other income, net | 913 | 2,284 |
Income tax expense | (5,269) | (7,315) |
Net income | 17,207 | 10,433 |
Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 260,178 | 199,427 |
Costs of services | 36,657 | 24,340 |
Cost of inventory sold | 75,791 | 63,401 |
SG&A expenses | 97,470 | 70,575 |
Operating income | 50,260 | 41,111 |
Segment Reconciling Items [Member] | ||
Segment Reporting [Line Items] | ||
Acquisition-related costs | 1,633 | 8,627 |
D&A expenses | 16,191 | (10,338) |
Gain on disposition of property, plant and equipment ("PPE") | (345) | (721) |
Foreign exchange gain | (92) | (730) |
Auctions and Marketplaces [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 232,567 | 179,078 |
Costs of services | 21,448 | 12,587 |
Cost of inventory sold | 75,791 | 63,401 |
SG&A expenses | 93,002 | 67,111 |
Operating income | 42,326 | 35,979 |
Other Reporting Unit [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 27,611 | 20,349 |
Costs of services | 15,209 | 11,753 |
SG&A expenses | 4,468 | 3,464 |
Operating income | 7,934 | 5,132 |
Service Revenues [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 176,016 | 123,379 |
Service Revenues [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 176,016 | 123,379 |
Service Revenues [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 148,405 | 103,030 |
Service Revenues [Member] | Other Reporting Unit [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 27,611 | 20,349 |
Revenue from Inventory Sales [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 84,162 | 76,048 |
Revenue from Inventory Sales [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | 84,162 | 76,048 |
Revenue from Inventory Sales [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | ||
Segment Reporting [Line Items] | ||
Revenues | $ 84,162 | $ 76,048 |
Segment Information (Geographic
Segment Information (Geographic Information of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 260,178 | $ 199,427 |
Operating Segments [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 260,178 | 199,427 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 135,563 | 112,083 |
Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 65,809 | 41,492 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 34,574 | 18,267 |
Other [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 24,232 | $ 27,585 |
Total Revenues (Revenue from th
Total Revenues (Revenue from the Rendering of Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues | $ 260,178 | $ 199,427 |
Service Revenues [Member] | ||
Revenues | 176,016 | 123,379 |
Commission Revenue [Member] | ||
Revenues | 101,294 | 79,297 |
Fees Revenue [Member] | ||
Revenues | 74,722 | 44,082 |
Revenue from Inventory Sales [Member] | ||
Revenues | $ 84,162 | $ 76,048 |
Operating Expenses (Schedule of
Operating Expenses (Schedule of Direct Operating Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Expenses [Abstract] | ||
Ancillary and logistical service expenses | $ 14,580 | $ 11,527 |
Employee compensation expenses | 9,019 | 5,476 |
Buildings, facilities and technology expenses | 2,627 | 1,546 |
Travel, advertising and promotion expenses | 6,808 | 4,656 |
Other costs of services | 3,623 | 1,135 |
Cost of Services, Total | $ 36,657 | $ 24,340 |
Operating Expenses (Schedule 49
Operating Expenses (Schedule of Selling, General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Expenses [Abstract] | ||
Employee compensation expenses | $ 63,293 | $ 44,455 |
Buildings, facilities and technology expenses | 15,273 | 12,270 |
Travel, advertising and promotion expenses | 9,719 | 6,586 |
Professional fees | 4,267 | 3,100 |
Other SG&A expenses | 4,918 | 4,164 |
Total selling, general and administrative expenses | $ 97,470 | $ 70,575 |
Operating Expenses (Schedule 50
Operating Expenses (Schedule of Acquisition Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Continuing employment costs | $ 9,019 | $ 5,476 |
Other acquisition-related costs | 1,633 | 8,627 |
Iron Planet Holdings Inc. [Member] | ||
Other acquisition-related costs | 639 | 7,691 |
Other Acquisitions [Member] | ||
Continuing employment costs | 968 | 864 |
Other acquisition-related costs | $ 26 | $ 72 |
Operating Expenses (Schedule 51
Operating Expenses (Schedule of Depreciation and Amortization Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Expenses [Abstract] | ||
Depreciation expense | $ 6,916 | $ 6,792 |
Amortization expense | 9,275 | 3,546 |
Total depreciation and amortization expenses | $ 16,191 | $ 10,338 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||
Income tax expense | $ 5,269 | $ 7,315 | |
Effective income tax rate | 23.00% | 41.00% | |
Increase in uncertain tax positions was recognized | $ 2,290 | ||
Foreign income tax rate | 21.00% | 35.00% |
Earnings Per Share Attributab53
Earnings Per Share Attributable to Stockholders (Narrative) (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Performance Share Units [Member] | ||
Potential common share excluded from computation of diluted earnings per share (shares) | 13,528 | 0 |
Stock Options [Member] | ||
Potential common share excluded from computation of diluted earnings per share (shares) | 1,619,141 | 0 |
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 Attributab54
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, 2018 | Mar. 31, 2017 | |
Earnings Per Share Attributable to Stockholders [Abstract] | ||
Basic, Net income attributable to stockholders | $ 17,138 | $ 10,377 |
Effect of dilutive securities: PSUs, Net income attributable to stockholders | 27 | |
Diluted, Net income attributable to stockholders | $ 17,138 | $ 10,404 |
Basic, WA number of shares | 107,355,381 | 106,851,595 |
Effect of dilutive securities: PSUs, WA number of shares | 358,087 | 263,557 |
Effect of dilutive securities: Stock options, WA number of shares | 930,429 | 673,797 |
Diluted, WA number of shares | 108,643,897 | 107,788,949 |
Basic, Per share amount | $ 0.16 | $ 0.10 |
Diluted, Per share amount | $ 0.16 | $ 0.10 |
Supplemental Cash Flow Inform55
Supplemental Cash Flow Information (Schedule of Net Changes In Operating Assets and Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Trade and other receivables | $ (90,077) | $ (58,839) |
Inventory | 3,090 | 7,813 |
Advances against auction contracts | (223) | (1,806) |
Prepaid expenses and deposits | (3,443) | 4,010 |
Income taxes receivable | 1,903 | (1,910) |
Auction proceeds payable | 103,390 | 178,655 |
Trade and other payables | 8,202 | (11,402) |
Income taxes payable | 920 | (4,052) |
Share unit liabilities | 1,192 | (408) |
Other | 311 | (16) |
Net changes in operating assets and liabilities | $ 25,265 | $ 112,045 |
Supplemental Cash Flow Inform56
Supplemental Cash Flow Information (Schedule of Supplemental Cash Flow) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of interest capitalized | $ 16,877 | $ 903 |
Interest received | 392 | 956 |
Net income taxes paid | 1,265 | 14,756 |
Non-cash purchase of property, plant and equipment under capital lease | $ 573 | $ 207 |
Supplemental Cash Flow Inform57
Supplemental Cash Flow Information (Schedule of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash and cash equivalents | $ 278,944 | $ 267,910 | ||
Restricted cash, Current | 62,414 | 63,206 | ||
Cash, cash equivalents, and restricted cash | $ 341,358 | $ 331,116 | $ 874,880 | $ 758,089 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Assets Recurring and Nonrecurring) (Details) - Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Carrying Amount [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 278,944 | $ 267,910 |
Restricted Cash | 62,414 | 63,206 |
Fair Value [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 278,944 | 267,910 |
Restricted Cash | 62,414 | 63,206 |
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 | 5,861 | 7,018 |
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 | 5,861 | 7,018 |
Senior Unsecured Notes [Member] | Long-term Debt [Member] | Carrying Amount [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 487,782 | 487,339 |
Senior Unsecured Notes [Member] | Long-term Debt [Member] | Fair Value [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 498,125 | 520,000 |
Delayed Draw Term Loans [Member] | Long-term Debt [Member] | Carrying Amount [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 292,512 | 325,553 |
Delayed Draw Term Loans [Member] | Long-term Debt [Member] | Fair Value [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | $ 296,026 | $ 329,687 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Current Assets [Abstract] | ||
Advances against auction contracts | $ 7,569 | $ 7,336 |
Prepaid expenses and deposits | 23,088 | 19,690 |
Other Current Assets | $ 30,657 | $ 27,026 |
Other Non-current Assets (Detai
Other Non-current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Non-current Assets [Abstract] | ||
Tax receivable | $ 13,419 | $ 12,851 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Goodwill [Abstract] | |
Goodwill, Balance | $ 670,922 |
Additions | 3,242 |
Foreign exchange movement | (67) |
Goodwill, Balance | $ 674,097 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt [Line Items] | ||
Current portion | $ 9,264 | $ 16,907 |
Short-term debt weighted average interest rate | 2.90% | 2.70% |
Committed Revolving Credit Facilities [Member] | ||
Debt [Line Items] | ||
Maximum borrowing capacity | $ 655,600 | |
Available borrowing capacity | 651,761 | |
Delayed Draw Term Loan, In US Dollars, Available until October 2021 [Member] | ||
Debt [Line Items] | ||
Prepayments of term loan | $ 25,000 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt [Line Items] | ||
Short-term debt | $ 5,861 | $ 7,018 |
Long-term Debt, Total | 780,294 | 812,892 |
Total debt | 786,155 | 819,910 |
Current portion | 9,264 | 16,907 |
Non-current portion | 771,030 | 795,985 |
Delayed Draw Term Loans [Member] | ||
Debt [Line Items] | ||
Less: unamortized debt issue costs | (3,514) | (4,134) |
Senior Unsecured Notes [Member] | ||
Debt [Line Items] | ||
Less: unamortized debt issue costs | (12,218) | (12,661) |
Delayed Draw Term Loan, In Canadian Dollars, Available until October 2021 [Member] | Delayed Draw Term Loans [Member] | ||
Debt [Line Items] | ||
Long-term Debt | $ 178,335 | $ 185,143 |
Weighted average interest rate | 4.014% | 4.014% |
Maturity date | Oct. 1, 2021 | |
Delayed Draw Term Loan, In US Dollars, Available until October 2021 [Member] | Delayed Draw Term Loans [Member] | ||
Debt [Line Items] | ||
Long-term Debt | $ 117,691 | $ 144,544 |
Weighted average interest rate | 4.064% | 4.064% |
Maturity date | Oct. 1, 2021 | |
5.375% Senior Unsecured Note, Due January 2025 [Member] | Senior Unsecured Notes [Member] | ||
Debt [Line Items] | ||
Long-term Debt | $ 500,000 | $ 500,000 |
Interest rate | 5.375% | 5.375% |
Maturity date | Jan. 1, 2025 |
Other Non-current Liabilities64
Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Other Non-current Liabilities [Abstract] | ||
Tax payable | $ 26,698 | $ 25,958 |
Finance lease obligation - non-current | 7,130 | 7,875 |
Share unit liabilities | 2,865 | |
Other non-current liabilities | 11,029 | 10,075 |
Other non-current liabilities, Total | $ 44,857 | $ 46,773 |
Equity and Dividends (Narrative
Equity and Dividends (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
May 09, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Dividends Payable [Line Items] | |||
Preferred shares issued | 0 | ||
Intra-entity foreign currency transactions | $ 2,138 | $ 3,667 | |
Subsequent Event [Member] | |||
Dividends Payable [Line Items] | |||
Dividends declared (usd per share) | $ 0.17 | ||
Payment date | Jun. 20, 2018 | ||
Record date | May 30, 2018 |
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, 2018USD ($)$ / shares | |
Fourth Quarter 2016 [Member] | |
Dividends Payable [Line Items] | |
Declaration date | Jan. 23, 2017 |
Dividend per share | $ / shares | $ 0.1700 |
Record date | Feb. 10, 2017 |
Total dividends | $ | $ 18,160 |
Payment date | Mar. 3, 2017 |
Fourth Quarter 2017 [Member] | |
Dividends Payable [Line Items] | |
Declaration date | Jan. 26, 2018 |
Dividend per share | $ / shares | $ 0.1700 |
Record date | Feb. 16, 2018 |
Total dividends | $ | $ 18,246 |
Payment date | Mar. 9, 2018 |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) - USD ($) | Mar. 01, 2018 | Mar. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share units reclassified to temporary equity | $ 569,000 | |
Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 10,976,000 | |
Senior Executive and Employee Performance Share Unit Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of shares vested and released | $ 31.35 | |
Share unit liability | $ 1,400,000 | |
Share unit liability, fair value attributable to past service | 6,701,000 | |
Share units reclassified to temporary equity | $ 6,132,000 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value of options granted | $ 7.67 | |
Unrecognized compensation costs, period for recognition | 2 years 6 months | |
Performance Share Units, Equity Classified Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 13,656,668 | |
Unrecognized compensation costs, period for recognition | 2 years 2 months 12 days | |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Shares | 223,484 | |
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% | |
Restricted Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Shares | 88,120 | |
Restricted Stock Units, Liability Classified Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 30,024 | |
Unrecognized compensation costs, period for recognition | 7 months 6 days | |
Restricted Stock Units, Equity Classified [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 5,696,935 | |
Unrecognized compensation costs, period for recognition | 2 years 9 months 18 days | |
Deferred Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 0 |
Share-Based Payments (Compensat
Share-Based Payments (Compensation Costs Related To Share-Based Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | $ 2,343 | $ 1,311 |
Acquisition-related costs | 195 | |
Equity-classified share units | 3,035 | 1,012 |
Liability-classified share units | 1,599 | (407) |
Employee share purchase plan - employer contributions | 537 | 436 |
Total compensation costs related to share based payments | 7,514 | 2,352 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | $ 2,148 | $ 1,311 |
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, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Common shares under option | 4,459,744 | |
Granted, Common shares under option | 889,169 | |
Exercised, Common shares under option | (202,112) | |
Forfeited, Common shares under option | (19,662) | |
Outstanding ending balance, Common shares under option | 5,127,139 | 4,459,744 |
Exercisable, Common shares under option | 2,675,935 | |
Outstanding beginning balance, Weighted average exercise price (per share) | $ 24.29 | |
Granted, Weighted average exercise price (per share) | 32.16 | |
Exercised, Weighted average exercise price (per share) | 21.34 | |
Forfeited, Weighted average exercise price (per share) | 22.25 | |
Outstanding ending balance, Weighted average exercise price (per share) | 25.78 | $ 24.29 |
Exercisable, Weighted average exercise price (per share) | $ 24.13 | |
Outstanding, Weighted average remaining contractual life (in years) | 7 years 8 months 12 days | 7 years 6 months |
Exercisable, Weighted average remaining contractual life (in years) | 6 years 8 months 12 days | |
Outstanding beginning balance, Aggregate intrinsic value | $ 17,649 | |
Exercised, Aggregate intrinsic value | 2,215 | |
Outstanding ending balance, Aggregate intrinsic value | 30,313 | $ 17,649 |
Exercisable, Aggregate intrinsic value | $ 19,839 |
Share-Based Payments (Summary70
Share-Based Payments (Summary of Stock Option and Performance Share Unit Pricing Assumptions) (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Options [Member] | Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.70% | 2.10% |
Expected dividend yield | 2.11% | 2.05% |
Expected lives | 5 years | 5 years |
Expected volatility | 28.10% | 27.90% |
Performance Share Units [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 | 1.90% | 1.40% |
Expected dividend yield | 2.09% | 1.92% |
Expected lives | 3 years | 3 years |
Expected volatility | 31.10% | 28.20% |
Average expected volatility of comparable companies | 34.10% | 37.00% |
Share-Based Payments (Summary71
Share-Based Payments (Summary of Share Unit Activity) (Details) | 3 Months Ended | |
Mar. 31, 2018$ / sharesshares | ||
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Shares | shares | 434,248 | |
Granted, Shares | shares | 223,484 | |
Transferred to (from) equity awards on modification, Shares | shares | 257,659 | |
Forfeited, Shares | shares | (15,519) | |
Outstanding ending balance, Shares | shares | 899,872 | [1] |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 27.83 | |
Granted, Weighted average grant date fair value (per share) | $ / shares | 31.37 | |
Transferred to (from) equity awards on modification, WA grant date fair value (per share) | $ / shares | 31.30 | |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | 31.28 | |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 30.87 | [1] |
Liability Awards, Outstanding beginning balance, Shares | shares | 259,241 | |
Liability Awards, Granted, Shares | shares | ||
Liability Awards, Transferred to (from) equity awards on modification, Shares | shares | (257,659) | |
Liability Awards, Forfeited, Shares | shares | (1,582) | |
Liability Instruments, Outstanding ending balance, Shares | shares | [1] | |
Liability Awards, Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 26.38 | |
Liability Awards, Granted, Weighted average grant date fair value (per share) | $ / shares | ||
Liability Awards, Transferred to (from) equity awards on modification, Weighted average grant date fair value (per share) | $ / shares | 26.38 | |
Liability Awards, Forfeited, Weighted average grant date fair value (per share) | $ / shares | 26.45 | |
Liability Awards, Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | [1] | |
Vested and not settled, Number of units | shares | 184,329 | |
Vested and not settled, Weighted average grant date fair value (per share) | $ / shares | $ 31.99 | |
Restricted Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding beginning balance, Shares | shares | 125,152 | |
Granted, Shares | shares | 88,120 | |
Outstanding ending balance, Shares | shares | 213,272 | [1] |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 26.93 | |
Granted, Weighted average grant date fair value (per share) | $ / shares | 31.98 | |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 29.02 | [1] |
Liability Awards, Outstanding beginning balance, Shares | shares | 4,666 | |
Liability Awards, Granted, Shares | shares | 25 | |
Liability Awards, Transferred to (from) equity awards on modification, Shares | shares | ||
Liability Awards, Forfeited, Shares | shares | ||
Liability Instruments, Outstanding ending balance, Shares | shares | 4,691 | [1] |
Liability Awards, Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 26.42 | |
Liability Awards, Granted, Weighted average grant date fair value (per share) | $ / shares | 32.26 | |
Liability Awards, Transferred to (from) equity awards on modification, Weighted average grant date fair value (per share) | $ / shares | ||
Liability Awards, Forfeited, Weighted average grant date fair value (per share) | $ / shares | ||
Liability Awards, Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 26.45 | [1] |
Deferred Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Liability Awards, Outstanding beginning balance, Shares | shares | 93,487 | |
Liability Awards, Granted, Shares | shares | 5,475 | |
Liability Awards, Transferred to (from) equity awards on modification, Shares | shares | ||
Liability Awards, Forfeited, Shares | shares | ||
Liability Instruments, Outstanding ending balance, Shares | shares | 98,962 | [1] |
Liability Awards, Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 26.32 | |
Liability Awards, Granted, Weighted average grant date fair value (per share) | $ / shares | 32.05 | |
Liability Awards, Transferred to (from) equity awards on modification, Weighted average grant date fair value (per share) | $ / shares | ||
Liability Awards, Forfeited, Weighted average grant date fair value (per share) | $ / shares | ||
Liability Awards, Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 26.64 | [1] |
[1] | Included in this total are 184,329 equity-classified PSUs that were vested but not settled at March 31, 2018. These vested share units had WA grant date fair values of $31.99 respectively. |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Contingencies [Abstract] | ||
Assets guaranteed under contract | $ 103,315 | $ 30,948 |
Percentage of assets expected to be sold | 87.00% | 27.00% |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) $ in Thousands | May 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 674,097 | $ 670,922 | ||
Acquisition-related costs | 195 | |||
Net income (loss) | 17,138 | $ 10,377 | ||
Iron Planet Holdings Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 772,706 | |||
Total consideration | 776,474 | |||
Cash consideration, placed in escrow | 35,000 | |||
Noncash consideration | 2,330 | |||
Non-cash consideration, placed in escrow | $ 1,771 | |||
Amount released from escrow | 36,771 | |||
Voting equity interests acquired, percentage | 100.00% | |||
Cash related to customary adjustments | $ 333 | |||
Goodwill | $ 568,137 | |||
Acquisition-related costs | $ 7,691 | |||
Acquisition-related costs | $ 639 |
Business Combinations (Schedule
Business Combinations (Schedule of Net Cash Flows and Purchase Price) (Details) - Iron Planet Holdings Inc. [Member] $ in Thousands | May 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash consideration paid to former equity holders | $ 723,810 |
Settlement of IronPlanet's debt | 36,313 |
Settlement of IronPlanet's transaction costs | 12,583 |
Cash consideration paid on closing | 772,706 |
Less: cash and cash equivalents acquired | (95,626) |
Less: restricted cash acquired | (3,000) |
Acquisition of IronPlanet, net of cash acquired | 675,851 |
Replacement stock option awards attributable to pre-combination services | 4,926 |
Stock option compensation expense from accelerated vesting of awards attributable to post-combination services | (2,596) |
Cash consideration paid relating to closing adjustments | 1,771 |
Settlement of pre-existing intercompany balances | (333) |
Purchase price | $ 776,474 |
Business Combinations (Schedu75
Business Combinations (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | May 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||
Goodwill acquired on acquisition | $ 674,097 | $ 670,922 | ||
Iron Planet Holdings Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 776,474 | |||
Cash and cash equivalents | 95,626 | |||
Restricted cash | 3,000 | |||
Trade and other receivables | 13,021 | |||
Inventory | 600 | |||
Advances against auction contracts | 4,623 | |||
Prepaid expenses and deposits | 1,645 | |||
Income taxes receivable | 55 | |||
Property, plant and equipment | 2,381 | |||
Other non-current assets | 2,551 | |||
Deferred tax assets | 1,497 | |||
Intangible assets | [1] | 188,000 | ||
Auction proceeds payable | 63,616 | |||
Trade and other payables | 14,511 | |||
Deferred tax liabilities | 26,535 | |||
Fair value of identifiable net assets acquired | 208,337 | |||
Goodwill acquired on acquisition | $ 568,137 | |||
Iron Planet Holdings Inc. [Member] | Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization life | 7 years | |||
Minimum [Member] | Iron Planet Holdings Inc. [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization life | 6 years | |||
Maximum [Member] | Iron Planet Holdings Inc. [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Amortization life | 13 years | |||
[1] | Intangible assets consist of indefinite-lived trade names and trademarks, customer relationships with estimated useful lives of ranging from six to 13 years, and a technology platform with an estimated useful life of seven years. |