Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 07, 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 | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 108,644,431 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 245,346 | $ 227,401 | $ 814,054 | $ 679,441 |
Operating expenses: | ||||
Costs of services | 33,053 | 33,461 | 112,743 | 94,093 |
Cost of inventory sold | 74,341 | 72,476 | 231,834 | 207,603 |
Selling, general and administrative expenses | 88,323 | 85,335 | 287,052 | 230,287 |
Acquisition-related costs | 2,007 | 3,587 | 5,039 | 35,162 |
Depreciation and amortization expenses | 16,723 | 14,837 | 49,451 | 37,047 |
Gain on disposition of property, plant and equipment | (342) | (42) | (958) | (1,071) |
Impairment loss | 8,911 | |||
Foreign exchange loss (gain) | 47 | 816 | 31 | (7) |
Total operating expenses | 214,152 | 210,470 | 685,192 | 612,025 |
Operating income | 31,194 | 16,931 | 128,862 | 67,416 |
Interest expense | (10,473) | (10,558) | (32,720) | (27,311) |
Other income, net | 7,182 | 592 | 8,995 | 6,346 |
Income before income taxes | 27,903 | 6,965 | 105,137 | 46,451 |
Income tax expense (recovery) | 4,791 | (3,358) | 19,091 | 7,982 |
Net income | 23,112 | 10,323 | 86,046 | 38,469 |
Net income (loss) attributable to: | ||||
Stockholders | 23,138 | 10,261 | 85,993 | 38,273 |
Non-controlling interests | $ (26) | $ 62 | $ 53 | $ 196 |
Earnings per share attributable to stockholders: | ||||
Basic | $ 0.21 | $ 0.10 | $ 0.80 | $ 0.36 |
Diluted | $ 0.21 | $ 0.09 | $ 0.79 | $ 0.35 |
Weighted average number of shares outstanding: | ||||
Basic | 108,365,427 | 107,120,618 | 107,811,391 | 106,993,358 |
Diluted | 109,887,194 | 108,178,303 | 109,133,378 | 108,069,624 |
Service Revenues [Member] | ||||
Revenues: | ||||
Total revenues | $ 161,374 | $ 145,938 | $ 551,736 | $ 442,066 |
Revenue from Inventory Sales [Member] | ||||
Revenues: | ||||
Total revenues | $ 83,972 | $ 81,463 | $ 262,318 | $ 237,375 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net income | $ 23,112 | $ 10,323 | $ 86,046 | $ 38,469 |
Other comprehensive income (loss), net of income tax: | ||||
Foreign currency translation adjustment | 3 | 6,009 | (7,781) | 22,822 |
Total comprehensive income | 23,115 | 16,332 | 78,265 | 61,291 |
Total comprehensive income (loss) attributable to: | ||||
Stockholders | 23,145 | 16,256 | 78,234 | 61,045 |
Non-controlling interests | $ (30) | $ 76 | $ 31 | $ 246 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cash and cash equivalents | $ 228,764 | $ 267,910 |
Restricted cash | 75,281 | 63,206 |
Trade and other receivables | 247,972 | 92,105 |
Inventory | 84,789 | 38,238 |
Other current assets | 40,236 | 27,610 |
Income taxes receivable | 8,589 | 19,418 |
Total current assets | 685,631 | 508,487 |
Property, plant and equipment | 504,738 | 526,581 |
Equity-accounted investments | 4,206 | 7,408 |
Other non-current assets | 26,549 | 24,146 |
Intangible assets | 251,422 | 261,094 |
Goodwill | 673,191 | 670,922 |
Deferred tax assets | 23,729 | 18,674 |
Total assets | 2,169,466 | 2,017,312 |
Liabilities and Equity | ||
Auction proceeds payable | 325,985 | 199,245 |
Trade and other payables | 179,659 | 164,553 |
Income taxes payable | 6,999 | 732 |
Short-term debt | 10,532 | 7,018 |
Current portion of long-term debt | 11,556 | 16,907 |
Total current liabilities | 534,731 | 388,455 |
Long-term debt | 740,222 | 795,985 |
Other non-current liabilities | 39,436 | 46,773 |
Deferred tax liabilities | 33,601 | 32,334 |
Total liabilities | 1,347,990 | 1,263,547 |
Commitments | ||
Contingencies | ||
Contingently redeemable performance share units | 864 | 9,014 |
Share capital: | ||
Common stock; no par value, unlimited shares authorized, issued and outstanding shares: 108,601,417 (December 31, 2017: 107,269,783) | 179,348 | 138,582 |
Additional paid-in capital | 53,941 | 41,005 |
Retained earnings | 632,496 | 602,609 |
Accumulated other comprehensive loss | (50,273) | (42,514) |
Stockholders' equity | 815,512 | 739,682 |
Non-controlling interest | 5,100 | 5,069 |
Total stockholders' equity | 820,612 | 744,751 |
Total liabilities and equity | $ 2,169,466 | $ 2,017,312 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 108,601,417 | 107,269,783 |
Common stock, outstanding shares | 108,601,417 | 107,269,783 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital ("APIC") [Member] | Retained earnings [Member] | Accumulated other comprehensive loss [Member] | Non-controlling interest ("NCI") [Member] | Contingently Redeemable 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 | 85,993 | 53 | 86,046 | ||||
Other comprehensive loss | (7,759) | (22) | (7,781) | ||||
Comprehensive income | 85,993 | (7,759) | 31 | 78,265 | |||
Stock option exercises | $ 34,876 | (7,804) | $ 27,072 | ||||
Stock option exercises, shares | 1,154,541 | 1,154,541 | |||||
Issuance of common stock related to vesting of share units | $ 5,890 | (1,662) | (326) | (7,803) | $ 3,902 | ||
Issuance of common stock related to vesting of share units, shares | 177,093 | ||||||
Stock option compensation expense | 6,711 | 6,711 | |||||
Modification of PSUs | 12,365 | 958 | (6,622) | 13,323 | |||
Equity-classified PSU expense | 3,153 | 5,826 | 3,153 | ||||
Equity-classified PSU dividend equivalents | 173 | (514) | 341 | (341) | |||
Change in fair value of contingently redeemable PSUs | (108) | 108 | (108) | ||||
Cash dividends paid | (56,116) | (56,116) | |||||
Balance at Sep. 30, 2018 | $ 179,348 | $ 53,941 | $ 632,496 | $ (50,273) | $ 5,100 | 820,612 | |
Balance, shares at Sep. 30, 2018 | 108,601,417 | ||||||
Contingently redeemable Performance share units, Balance at Sep. 30, 2018 | $ 864 | $ 864 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities: | ||
Net income | $ 86,046 | $ 38,469 |
Adjustments for items not affecting cash: | ||
Depreciation and amortization expenses | 49,451 | 37,047 |
Impairment loss | 8,911 | |
Stock option compensation expense | 6,711 | 10,996 |
Equity-classified PSU expense | 8,978 | 1,871 |
Deferred income tax expense (recovery) | (3,774) | (9,583) |
Unrealized foreign exchange loss (gain) | 501 | (1,011) |
Amortization of debt issuance costs | 3,032 | 2,058 |
Gain on disposition of equity investment | (4,935) | |
Other, net | (4,636) | (2,090) |
Net changes in operating assets and liabilities | (44,227) | 11,849 |
Net cash provided by operating activities | 97,147 | 98,517 |
Investing activities: | ||
Acquisition of IronPlanet, net of cash acquired | (675,851) | |
Property, plant and equipment additions | (13,394) | (8,086) |
Intangible asset additions | (19,410) | (20,482) |
Proceeds on disposition of property, plant and equipment | 2,524 | 3,487 |
Proceeds on disposal of equity investment | 6,147 | |
Other, net | (4,674) | (667) |
Net cash used in investing activities | (28,807) | (701,599) |
Financing activities: | ||
Dividends paid to stockholders | (56,116) | (54,558) |
Dividends paid to NCI | (41) | |
Issuances of share capital | 27,072 | 7,934 |
Payment of withholding taxes on issuance of shares | (3,901) | |
Proceeds from short-term debt | 6,949 | 6,850 |
Repayment of short-term debt | (3,372) | (22,793) |
Proceeds from long-term debt | 325,000 | |
Repayment of long-term debt | (58,825) | (104,729) |
Debt issue costs | (12,624) | |
Repayment of finance lease obligations | (2,827) | (1,565) |
Other, net | (1,176) | (1,431) |
Net cash provided by (used in) financing activities | (92,196) | 142,043 |
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash | (3,215) | 17,270 |
Decrease | (27,071) | (443,769) |
Beginning of period | 331,116 | 758,089 |
Cash, cash equivalents, and restricted cash, end of period | $ 304,045 | $ 314,320 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of significant 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 and 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 resulted 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 auctions, online marketplaces, and private brokerage services 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 as part of A&M activities 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 goods 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. Summary of significant 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 to the seller, 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. Summary of significant accounting policies (continued) (b) Revenue recognition (continued) Service revenues (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 includes 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 ancillary and logistical service expenses, 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 includes the purchase price of assets sold for the Company’s own account and is determined using a specific identification basis. 1. Summary of significant 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 Share unit plans The Company has a senior executive performance share unit (“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 Monte-Carlo simulation model. PSUs vest based on the passage of time and achievement of performance criteria. The Company also has a senior executive restricted share unit (“RSU”) plan and an employee RSU plan that provides for the award of RSUs 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 all grants on and after 2017 in shares. The cost of RSUs granted is measured using the volume weighted average price of the Company’s common shares for the twenty days prior to the grant date. RSUs vest based on the passage of time and include restrictions related to employment. 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. Dividend equivalents on the equity-classified PSUs and RSUs are recognized as a reduction to retained earnings over the service period. In previous quarters, the RSUs and PSUs awarded under the senior executive and employee PSU plans were intended to be settled in cash in the event of death of the participant. At its August 2018 meeting, the Board of Directors resolved that, with respect to each of the RSU and PSU plans, there will be no preference or default in favour of cash settlement and, pursuant to the discretion granted under each plan, the Compensation Committee of the Board will determine whether to settle the awards in cash or in shares in the event of death of the participant. The Company intends to settle in shares. Prior to such resolution, the contingently redeemable portion representing the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, was recognized as temporary equity. As a result of the resolution, that portion has been reclassified to additional paid in capital during the quarter. Stock option plans 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 fair value of options 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. Upon exercise, any consideration paid on exercise of the stock options and amounts fully amortized in APIC are credited to the common shares. 1. Summary of significant accounting policies (continued) (e) Share-based payments (continued) Liability-classified share-based payments The Company maintains other share unit compensation plans that vest over a period of up to three 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 18. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. (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 or vendor 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 and in-bound transportation costs. Write-downs to the carrying value of inventory are recorded in cost of inventory sold on the consolidated income statement. (g) Impairment 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. 1. Summary of significant accounting policies (continued) (g) Impairment of long-lived and indefinite-lived assets (continued) 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. (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 sheet or consolidated statement of cash flows. 1. Summary of significant accounting policies (continued) (i) New and amended accounting standards (continued) Presenting revenue from inventory sales on a gross basis and presenting ancillary and logistical services revenues on a gross basis 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 exclude 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. 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 September 30, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted Revenues $ 141,047 $ 4,891 Service revenues $ 145,938 81,463 Revenue from inventory sales 81,463 86,354 Total revenues 227,401 Costs of services, excluding D&A (19,583) (13,878) Costs of services (33,461) (72,476) Cost of inventory sold (72,476) $ 121,464 $ - $ 121,464 Nine months ended September 30, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted Revenues $ 431,732 $ 10,334 Service revenues $ 442,066 237,375 Revenue from inventory sales 237,375 247,709 Total revenues 679,441 Costs of services, excluding D&A (53,987) (40,106) Costs of services (94,093) (207,603) Cost of inventory sold (207,603) $ 377,745 $ - $ 377,745 (ii) Effective January 1, 2018 , the Company adopted 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 amendments are applied retrospectively on the amendment date. The adoption of ASU 2016-15 resulted in the $1,302,000 Mascus contingent consideration paid in the second quarter of 2017 to be reclassified from operating to financing cash flows. 1. Summary of significant accounting policies (continued) (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. The Company plans to adopt the standard effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an “optional transition method”. The Company can transition to the new standard by using a “modified retrospective transition”, which reflects the new guidance from the beginning of the earliest period presented in the financial statements or the “optional transition method”, which permits the Company to apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. If the optional transition method is utilized, the Company’s reporting for the comparative periods presented in the financial statements in which it adopts Topic 842 will continue to be reported pursuant to Topic 840. The Company is evaluating which transition approach it intends to apply and will conclude on the transition approach in the fourth quarter of 2018. The Company will utilize the package of practical expedients permitted within the new standard, which among other things, allows the Company to carryforward the historical lease classification. In addition, the Company will elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. While lease classification will remain unchanged, hindsight will result in generally longer accounting lease terms and useful lives of the corresponding leasehold improvements. The Company will elect not to recognize the lease assets and liabilities for leases with an initial term of 12 months or less and will recognize those lease payments on a straight-line basis over the lease term. The Company is continuing to assess the impact of the standard and we expect total liabilities to increase with an offsetting increase to leased assets. The Company does not believe the standard will materially affect our consolidated net earnings. We do not expect the standard to impact on our debt-covenant compliance under our current agreements. |
Significant Judgments, Estimate
Significant Judgments, Estimates and Assumptions | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2018 Nine months ended September 30, 2018 A&M Other Consolidated A&M Other Consolidated Service revenues $ 134,604 $ 26,770 $ 161,374 $ 463,076 $ 88,660 $ 551,736 Revenue from inventory sales 83,972 - 83,972 262,318 - 262,318 Total revenues 218,576 26,770 245,346 725,394 88,660 814,054 Costs of services 20,059 12,994 33,053 62,888 49,855 112,743 Cost of inventory sold 74,341 - 74,341 231,834 - 231,834 Selling, general and administrative expenses ("SG&A") 83,542 4,781 88,323 272,503 14,549 287,052 Segment profit $ 40,634 $ 8,995 $ 49,629 $ 158,169 $ 24,256 $ 182,425 Acquisition-related costs 2,007 5,039 Depreciation and amortization expenses ("D&A") 16,723 49,451 Gain on disposition of property, plant and equipment ("PPE") (342) (958) Foreign exchange loss 47 31 Operating income $ 31,194 $ 128,862 Interest expense (10,473) (32,720) Other income, net 7,182 8,995 Income tax expense (4,791) (19,091) Net income $ 23,112 $ 86,046 4. Segment information (continued) Three months ended September 30, 2017 Nine months ended September 30, 2017 A&M Other Consolidated A&M Other Consolidated Service revenues $ 121,255 $ 24,683 $ 145,938 $ 370,794 $ 71,272 $ 442,066 Revenue from inventory sales 81,463 - 81,463 237,375 - 237,375 Total revenues 202,718 24,683 227,401 608,169 71,272 679,441 Costs of services 18,381 15,080 33,461 51,946 42,147 94,093 Cost of inventory sold 72,476 - 72,476 207,603 - 207,603 SG&A expenses 81,736 3,599 85,335 219,824 10,463 230,287 Impairment loss - - - 8,911 - 8,911 Segment profit $ 30,125 $ 6,004 $ 36,129 $ 119,885 $ 18,662 $ 138,547 Acquisition-related costs 3,587 35,162 D&A expenses 14,837 37,047 Gain on disposition of PPE (42) (1,071) Foreign exchange loss (gain) 816 (7) Operating income $ 16,931 $ 67,416 Interest expense (10,558) (27,311) Other income, net 592 6,346 Income tax recovery (expense) 3,358 (7,982) Net income $ 10,323 $ 38,469 The Company‘s geographic breakdown of total revenue is as follows: United States Canada Europe Other Consolidated Total revenues for the three months ended: September 30, 2018 $ 114,410 $ 52,711 $ 43,935 $ 34,290 $ 245,346 September 30, 2017 107,812 51,136 29,065 39,388 227,401 Total revenues for the nine months ended: September 30, 2018 392,904 201,296 123,335 96,519 814,054 September 30, 2017 327,838 170,994 81,930 98,679 679,441 |
Total Revenues
Total Revenues | 9 Months Ended |
Sep. 30, 2018 | |
Total Revenues [Abstract] | |
Total Revenues | 5. Total revenues Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Service revenues: Commissions $ 87,548 $ 88,696 $ 313,539 $ 280,235 Fees 73,826 57,242 238,197 161,831 161,374 145,938 551,736 442,066 Revenue from inventory sales 83,972 81,463 262,318 237,375 $ 245,346 $ 227,401 $ 814,054 $ 679,441 |
Operating Expenses
Operating Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Operating Expenses [Abstract] | |
Operating Expenses | 6. Operating expenses Costs of services Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Ancillary and logistical service expenses $ 11,682 $ 13,878 $ 46,242 $ 40,106 Employee compensation expenses 10,170 10,032 30,120 24,321 Buildings, facilities and technology expenses 1,990 1,872 7,280 5,819 Travel, advertising and promotion expenses 5,921 5,562 20,535 17,644 Other costs of services 3,290 2,117 8,566 6,203 $ 33,053 $ 33,461 $ 112,743 $ 94,093 SG&A expenses Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Employee compensation expenses $ 56,959 55,560 $ 186,951 $ 147,420 Buildings, facilities and technology expenses 15,058 13,494 45,767 39,088 Travel, advertising and promotion expenses 9,302 8,431 27,821 21,212 Professional fees 2,983 3,381 12,638 9,705 Other SG&A expenses 4,021 4,469 13,875 12,862 $ 88,323 $ 85,335 $ 287,052 $ 230,287 6. Operating expenses (continued) Acquisition-related costs Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 IronPlanet: Other acquisition-related costs $ 1,756 $ 2,712 $ 2,876 $ 32,591 Other acquisitions: Continuing employment costs 251 829 2,104 2,421 Other acquisition-related costs - 46 59 150 $ 2,007 $ 3,587 $ 5,039 $ 35,162 Included in acquisition costs for the three months en ded September 30, 2018 is $1,501 ,000 in severance relating to integration activities. Depreciation and amortization expenses Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Depreciation expense $ 7,252 $ 7,228 $ 21,460 $ 20,813 Amortization expense 9,471 7,609 27,991 16,234 $ 16,723 $ 14,837 $ 49,451 $ 37,047 Impairment loss During the nine months ended September 30, 2018 the Company did not recognize an impairment loss while in the nine months ended September 30, 2017 the Company recognized an impairment loss of $8,911,000 on certain technology assets. |
Other Income
Other Income | 9 Months Ended |
Sep. 30, 2018 | |
Other Income [Abstract] | |
Other Income | 7. Other income Included in other income is a gain of $4,935,000 recognized on the disposition of one of the Company’s equity accounted for investments. The Company received net proceeds of $6,147,000 on closing and is entitled to receive up to $1,020,000 upon the satisfaction of certain escrow release conditions over a period of five years. Additionally, the Company is entitled to receive up to $1,700,000 of contingent consideration upon the achievement of certain financial targets for the period from January 1, 2019 to December 31, 2019. The Company has not recognized any contingent consideration. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income taxes At the end of each interim period, the Company estimates 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. 8. Income taxes (continued) For the three months ended September 30, 2018, income tax expense was $4,791,000 , compared to an income tax recovery of $3,358,000 for the same period in 2017. Our effective tax rate was 17% in the third quarter of 2018, compared to -48 % in the third quarter of 2017. The effective tax rate increased in the third quarter of 2018 compared to the third quarter of 2017 primarily due to the estimated greater proportion of annual income subject to tax in jurisdictions with higher tax rates and the estimated annual Base Erosion Anti Avoidance Tax (“BEAT”). The comparative period reflected the impact of greater estimates of non-deductible acquisition expenses which was partially offset by adjustments for deductible stock compensation expenses. For the nine months ended September 30, 2018, income tax expense was $ 19,091,000 , compared to an income tax expense of $7,982,000 for the same period in 2017. Our effective tax rate was 18% for the nine months ended September 30, 2018, compared to 17% for the nine months ended September 30, 2017. 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 three and nine months ended September 30, 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 September 30, 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 fourth quarter of 2018 when the analysis is complete. |
Earnings Per Share Attributable
Earnings Per Share Attributable to Stockholders | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share Attributable to Stockholders [Abstract] | |
Earnings Per Share Attributable to Stockholders | 9. Earnings per shar e attributable to stockholders Basic earnings per share (“EPS”) attributable to stockholders was calculated by dividing the net income attributable to stockholders by the weighted average (“WA”) number of common shares outstanding during the period. Diluted EPS attributable to stockholders was calculated by dividing the net income attributable to stockholders by the WA number of shares of common stock outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include unvested PSUs, RSUs, and outstanding stock options. The dilutive effect of potentially dilutive securities is reflected in diluted earnings per share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. 9. Earnings per share attributable to stockholders (continued) Three months ended Nine months ended September 30, 2018 September 30, 2018 Net income WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ 23,138 108,365,427 $ 0.21 $ 85,993 107,811,391 $ 0.80 Effect of dilutive securities: Share units - 551,313 - - 408,006 - Stock options - 970,454 - - 913,981 (0.01) Diluted $ 23,138 109,887,194 $ 0.21 $ 85,993 109,133,378 $ 0.79 Three months ended Nine months ended September 30, 2017 September 30, 2017 Net income WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ 10,261 107,120,618 $ 0.10 $ 38,273 106,993,358 $ 0.36 Effect of dilutive securities: Share units - 214,304 - (50) 337,570 - Stock options - 843,381 (0.01) - 738,696 (0.01) Diluted $ 10,261 108,178,303 $ 0.09 $ 38,223 108,069,624 $ 0.35 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 10. Supplemental cash flow information Nine months ended September 30, 2018 2017 Trade and other receivables $ (159,258) $ (139,411) Inventory (49,140) (16,460) Advances against auction contracts 2,434 601 Prepaid expenses and deposits (5,282) 4,498 Income taxes receivable 10,829 (8,062) Auction proceeds payable 130,185 186,147 Trade and other payables 15,827 (8,149) Income taxes payable 6,836 (3,075) Share unit liabilities 1,204 (5,848) Other 2,138 1,608 Net changes in operating assets and liabilities $ (44,227) $ 11,849 10. Supplemental cash flow information (continued) Nine months ended September 30, 2018 2017 Interest paid, net of interest capitalized $ 36,278 $ 20,233 Interest received 2,009 2,460 Net income taxes paid 7,902 28,037 Non-cash purchase of property, plant and equipment under capital lease 5,490 6,851 September 30, December 31, 2018 2017 Cash and cash equivalents $ 228,764 $ 267,910 Restricted cash 75,281 63,206 Cash, cash equivalents, and restricted cash $ 304,045 $ 331,116 A |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Measurement [Abstract] | |
Fair Value Measurement | 11. Fair value measurement All assets and liabilities for which fair value is measured or disclosed in the unaudited 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: Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at measurement date; ● Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3: Unobservable inputs for the asset or liability. September 30, 2018 December 31, 2017 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed: Cash and cash equivalents Level 1 $ 228,764 $ 228,764 $ 267,910 $ 267,910 Restricted cash Level 1 75,281 75,281 63,206 63,206 Short-term debt Level 2 10,532 10,532 7,018 7,018 Long-term debt Senior unsecured notes Level 1 488,683 498,750 487,339 520,000 Term loans Level 2 263,095 266,036 325,553 329,687 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, and short term debt 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 | 9 Months Ended |
Sep. 30, 2018 | |
Other Current Assets [Abstract] | |
Other Current Assets | 12. Other current assets September 30, December 31, 2018 2017 Advances against auction contracts $ 4,872 $ 7,336 Assets held for sale 10,805 584 Prepaid expenses and deposits 24,559 19,690 $ 40,236 $ 27,610 As at September 30, 2018, the Company’s assets held for sale consisted of one excess auction site located in Canada and two excess auction sites located in the United States. Management made the strategic decision to sell these properties to maximize the Company’s return on invested capital. The estimated sales proceeds are expected to be in excess of the current book value. The properties have been actively marketed for sale, and management expects the sales to be completed within 12 months of September 30, 2018. This land belongs to the A&M reportable segment. |
Other Non-current Assets
Other Non-current Assets | 9 Months Ended |
Sep. 30, 2018 | |
Other Non-current Assets [Abstract] | |
Other Non-current Assets | 13. Other non-current assets Included in other non-current assets is a tax receivable amount of $1 2,504 ,000 (December 31, 2017: $12,851,000 ). |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill [Abstract] | |
Goodwill | 14. Goodwill Balance, December 31, 2017 $ 670,922 Additions 3,671 Foreign exchange movement (1,402) Balance, September 30, 2018 $ 673,191 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt [Abstract] | |
Debt | 15. Debt Carrying amount September 30, December 31, 2018 2017 Short-term debt $ 10,532 $ 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 4.015% , due in monthly installments of interest only and quarterly installments of principal, maturing in October 2021 173,345 185,143 Denominated in United States dollars, secured, bearing interest at a weighted average rate of 4.219% , due in weekly installments of interest only and quarterly installments of principal, maturing in October 2021 92,690 144,544 Less: unamortized debt issue costs (2,940) (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 (11,317) (12,661) Total Long-term debt 751,778 812,892 Total debt $ 762,310 $ 819,910 Long-term debt: Current portion $ 11,556 $ 16,907 Non-current portion 740,222 795,985 Total long-term debt $ 751,778 $ 812,892 Short-term debt at September 30, 2018 is comprised of drawings in different currencies on the Company’s committed revolving credit facilities and have a weighted average interest rate of 2.4% ( December 31, 2017 : 2.7 % ). For the three and nine months ended September 30, 2018, the Company made scheduled debt repayments of $2,270,000 and $8,825,000 , respectively, on the term loans (2017: $4,154,000 and $4,154,000 ). For the nine months ended Septembe r 30, 2018, the Company made voluntary prepayments totalling $50,000,000 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. On June 21, 2018, the Company reduced the amount available on the Company’s committed revolving credit facilities by $185,000,000 . At September 30, 2018, the Company’s credit agreement with a syndicate of lenders, and Bank of America, N.A. as administrative agent provides the Company with: · Revolving facilities of up to $490,000,000 · The term loan facility used to finance the acquisition of IronPlanet and · At the Company’s election and subject to certain conditions, including receipt of related commitments, incremental term loan facilities and/or increases to th e revolving facilities in an aggregate amount of up to $50,000,000 . 15. Debt (continued) As at September 30, 2018, the Company had unused committed revolving credit facilities aggregating $477,007,000 of which $472,881,000 is available until October 27, 2021. |
Other Non-current Liabilities
Other Non-current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Other Non-current Liabilities [Abstract] | |
Other Non-current Liabilities | 16 . Other non-current liabilities September 30, December 31, 2018 2017 Tax payable $ 21,604 $ 25,958 Finance lease obligation 8,738 7,875 Share unit liabilities - 2,865 Other 9,094 10,075 $ 39,436 $ 46,773 |
Equity and Dividends
Equity and Dividends | 9 Months Ended |
Sep. 30, 2018 | |
Equity and Dividends [Abstract] | |
Equity and Dividends | 17 . 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. Dividends Declared and paid The Company declared and paid the following dividends during the nine months ended September 30, 2018 and 201 7: Declaration date Dividend per share Record date Total dividends Payment date Nine months ended September 30, 2018: Fourth quarter 2017 January 26, 2018 $ 0.1700 February 16, 2018 $ 18,246 March 9, 2018 First quarter 2018 May 9, 2018 0.1700 May 30, 2018 18,342 June 20, 2018 Second quarter 2018 August 7, 2018 0.1800 August 29, 2018 19,528 September 19, 2018 Nine months ended September 30, 2017: Fourth quarter 2016 January 23, 2017 $ 0.1700 February 10, 2017 $ 18,160 March 3, 2017 First quarter 2017 May 4, 2017 0.1700 May 23, 2017 18,188 June 13, 2017 Second quarter 2017 August 4, 2017 0.1700 August 25, 2017 18,210 September 15, 2017 Declared and undistributed Subsequent to September 30, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.18 ce nts per common share, payable on December 18, 2018 to stockholders of record on November 27, 2018 . This dividend payable has not been recognized as a liability in the financial statements. The payment of this dividend will not have any tax consequences for the Company. Foreign currency translation reserve Foreign currency translation adjustments include intra-entity foreign currency transactions that are of a long-term investment nature, which generated net losses of $1,072,000 an d $6,256,000 for the three and nine months ended September 30, 2018 (2017: net gains of $ 5,838,000 and $17,322,000 ). |
Share-Based Payments
Share-Based Payments | 9 Months Ended |
Sep. 30, 2018 | |
Share-Based Payments [Abstract] | |
Share-Based Payments | 18. Share-based payments Share-based payments consist of the following compensation costs: Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Stock option compensation expense: SG&A expenses $ 2,066 2,920 $ 6,354 $ 6,244 Acquisition-related costs 162 - 357 4,752 Share unit expense (recovery): Equity-classified share units 2,718 (176) 8,978 1,871 Liability-classified share units 300 821 2,245 246 Employee share purchase plan - employer contributions 538 468 1,630 1,350 $ 5,784 $ 4,033 $ 19,564 $ 14,463 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 nine months ended September 30, 2018 is presented below: 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 914,967 32.12 Exercised (1,154,541) 23.45 $ 13,472 Forfeited (77,644) 27.04 Expired (1,302) 25.76 Outstanding,September 30, 2018 4,141,224 $ 26.20 7.4 $ 41,122 Exercisable, September 30, 2018 2,107,984 $ 24.08 6.4 $ 25,401 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 nine months ended September 30, 2018 was $7.68 . The significant assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2018 and 2017 are presented in the following table on a weighted average basis: Nine months ended September 30, 2018 2017 Risk free interest rate 2.7% 2.0% Expected dividend yield 2.11% 2.14% Expected lives of the stock options 5 years 5 years Expected volatility 28.1% 27.8% 18. Share-based payments (continued) As at September 30, 2018 , the unrecognized stock-based compensation cost related to the unvested stock options was $6,485,000 which is expected to be recognized over a weighted average period of 2.1 years. Share unit plans Share unit activity for the nine months ended September 30, 2018 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 235,426 35.70 90,147 32.08 - - 66 34.70 19,448 33.36 Transferred to equity awards on modification 257,659 31.30 - - (257,659) 26.38 - - - - Vested and settled (212,263) 33.78 - - - - (975) 27.58 (6,605) 23.16 Forfeited (43,071) 31.42 (5,219) 31.99 (1,582) 26.45 - - - - Outstanding, September 30, 2018 671,999 $ 31.45 210,080 $ 29.02 - $ - 3,757 $ 26.27 106,330 $ 27.80 At September 30, 2018, the unrecognized share unit expense related to equity-classified PSUs was $9,597,000 w hich is expected to be recognized over a weighted average period of 1.8 years. The unrecognized share unit expense related to equity-classified RSUs was $4,540,000 which is expected to be recognized over a weighted average period of 2.3 years. The unrecognized share unit expense related to liability-classified RSUs was $6,000 , which is expected to be recognized over a weighted average period of 0.1 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. 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. 18. Share-based payments (continued) Senior executive and employee PSU plans (continued) The fair value of the equity-classified PSUs is estimated on modification date and on the date of grant using a Monte-Carlo simulation model. The significant assumptions used to estimate the fair value of the equity-classified PSUs during the nine months ended September 30, 2018 are presented in the following table on a weighted average basis: Nine months ended September 30, 2018 Risk free interest rate 1.9% Expected dividend yield 2.09% Expected lives of the PSUs 3 years Expected volatility 31.1% Average expected volatility of comparable companies 34.1% Sign-on grant PSUs On September 11, 2018, the Company modified the performance vesting conditions for the sign-on grant PSUs which are equity classified PSU awards recorded in temporary equity. The modification impacted the third and fourth tranches of PSUs to vest, and the actual number of units to vest will be determined by the Board of Directors of the Company based on absolute Total Shareholder Return (“TSR”) performance over the period commencing on July 1, 2017, and ending on the fourth and fifth anniversaries of the grant date. Prior to this modification, the absolute TSR performance period commenced on August 11, 2014. The weighted average fair value of the PSU awards outstanding on the modification date was $43.34 . The incremental compensation recognized as a result of the vesting condition modification was $838,000 . The incremental compensation recognized is determined based on the change in fair value of the equity-classified sign-on grant PSUs immediately before and after the modification. Significant assumptions used to estimate the fair value of the equity-classified PSUs to determine the incremental compensation cost is as follows: September 11, 2018 Risk free interest rate 2.7% Expected dividend yield 1.53% Expected lives of the PSU 1 year Expected volatility 29.2% |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Commitments [Abstract] | |
Commitments | 19. Commitments Commitment for inventory purchase As at September 30, 2018, the Company had committed to purchase between 150,000 and 245,900 units of property with an expected minimum value of $11,104,000 and up to $51,028,000 to the extent that goods are available from the supplier over a 12 month period relating to the purchase of inventory. At September 30, 2018, the Company has purchased $27,078,000 pursuant to the initial 12 month period of this contract. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Contingencies [Abstract] | |
Contingencies | 20. 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. 20. Contingencies (continued) 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 September 30, 2018, there were $67,010,000 of assets guaranteed under contract, of which 93% is expected 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 | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | 21. 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. 21. Business combinations (continued) IronPlanet acquisition (continued) 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 $568,566,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired. IronPlanet 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 15,540 Deferred tax liabilities 25,935 Fair value of identifiable net assets acquired 207,908 Goodwill acquired on acquisition $ 568,566 ~ 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. 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 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 resulted 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 auctions, online marketplaces, and private brokerage services 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 as part of A&M activities 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 goods 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. Summary of significant 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 to the seller, 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. Summary of significant accounting policies (continued) (b) Revenue recognition (continued) Service revenues (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 includes 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 ancillary and logistical service expenses, 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 includes 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 Share unit plans The Company has a senior executive performance share unit (“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 Monte-Carlo simulation model. PSUs vest based on the passage of time and achievement of performance criteria. The Company also has a senior executive restricted share unit (“RSU”) plan and an employee RSU plan that provides for the award of RSUs 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 all grants on and after 2017 in shares. The cost of RSUs granted is measured using the volume weighted average price of the Company’s common shares for the twenty days prior to the grant date. RSUs vest based on the passage of time and include restrictions related to employment. 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. Dividend equivalents on the equity-classified PSUs and RSUs are recognized as a reduction to retained earnings over the service period. In previous quarters, the RSUs and PSUs awarded under the senior executive and employee PSU plans were intended to be settled in cash in the event of death of the participant. At its August 2018 meeting, the Board of Directors resolved that, with respect to each of the RSU and PSU plans, there will be no preference or default in favour of cash settlement and, pursuant to the discretion granted under each plan, the Compensation Committee of the Board will determine whether to settle the awards in cash or in shares in the event of death of the participant. The Company intends to settle in shares. Prior to such resolution, the contingently redeemable portion representing the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, was recognized as temporary equity. As a result of the resolution, that portion has been reclassified to additional paid in capital during the quarter. Stock option plans 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 fair value of options 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. Upon exercise, any consideration paid on exercise of the stock options and amounts fully amortized in APIC are credited to the common shares. 1. Summary of significant accounting policies (continued) (e) Share-based payments (continued) Liability-classified share-based payments The Company maintains other share unit compensation plans that vest over a period of up to three 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 18. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities. |
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 or vendor 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 and in-bound transportation costs. 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) Impairment 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. 1. Summary of significant accounting policies (continued) (g) Impairment of long-lived and indefinite-lived assets (continued) 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 sheet or consolidated statement of cash flows. 1. Summary of significant accounting policies (continued) (i) New and amended accounting standards (continued) Presenting revenue from inventory sales on a gross basis and presenting ancillary and logistical services revenues on a gross basis 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 exclude 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. 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 September 30, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted Revenues $ 141,047 $ 4,891 Service revenues $ 145,938 81,463 Revenue from inventory sales 81,463 86,354 Total revenues 227,401 Costs of services, excluding D&A (19,583) (13,878) Costs of services (33,461) (72,476) Cost of inventory sold (72,476) $ 121,464 $ - $ 121,464 Nine months ended September 30, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted Revenues $ 431,732 $ 10,334 Service revenues $ 442,066 237,375 Revenue from inventory sales 237,375 247,709 Total revenues 679,441 Costs of services, excluding D&A (53,987) (40,106) Costs of services (94,093) (207,603) Cost of inventory sold (207,603) $ 377,745 $ - $ 377,745 (ii) Effective January 1, 2018 , the Company adopted 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 amendments are applied retrospectively on the amendment date. The adoption of ASU 2016-15 resulted in the $1,302,000 Mascus contingent consideration paid in the second quarter of 2017 to be reclassified from operating to financing 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. The Company plans to adopt the standard effective January 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which provides an “optional transition method”. The Company can transition to the new standard by using a “modified retrospective transition”, which reflects the new guidance from the beginning of the earliest period presented in the financial statements or the “optional transition method”, which permits the Company to apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. If the optional transition method is utilized, the Company’s reporting for the comparative periods presented in the financial statements in which it adopts Topic 842 will continue to be reported pursuant to Topic 840. The Company is evaluating which transition approach it intends to apply and will conclude on the transition approach in the fourth quarter of 2018. The Company will utilize the package of practical expedients permitted within the new standard, which among other things, allows the Company to carryforward the historical lease classification. In addition, the Company will elect the hindsight practical expedient to determine the reasonably certain lease term for existing leases. While lease classification will remain unchanged, hindsight will result in generally longer accounting lease terms and useful lives of the corresponding leasehold improvements. The Company will elect not to recognize the lease assets and liabilities for leases with an initial term of 12 months or less and will recognize those lease payments on a straight-line basis over the lease term. The Company is continuing to assess the impact of the standard and we expect total liabilities to increase with an offsetting increase to leased assets. The Company does not believe the standard will materially affect our consolidated net earnings. We do not expect the standard to impact on our debt-covenant compliance under our current agreements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Adoption of New Accounting Pronouncements | Three months ended September 30, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted Revenues $ 141,047 $ 4,891 Service revenues $ 145,938 81,463 Revenue from inventory sales 81,463 86,354 Total revenues 227,401 Costs of services, excluding D&A (19,583) (13,878) Costs of services (33,461) (72,476) Cost of inventory sold (72,476) $ 121,464 $ - $ 121,464 Nine months ended September 30, 2017 Consolidated income statement line item As reported New Revenue Standard Adjustment Consolidated income statement line item As Adjusted Revenues $ 431,732 $ 10,334 Service revenues $ 442,066 237,375 Revenue from inventory sales 237,375 247,709 Total revenues 679,441 Costs of services, excluding D&A (53,987) (40,106) Costs of services (94,093) (207,603) Cost of inventory sold (207,603) $ 377,745 $ - $ 377,745 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Information [Abstract] | |
Schedule of Revenue and (Loss) Income Before Taxes by Segment | Three months ended September 30, 2018 Nine months ended September 30, 2018 A&M Other Consolidated A&M Other Consolidated Service revenues $ 134,604 $ 26,770 $ 161,374 $ 463,076 $ 88,660 $ 551,736 Revenue from inventory sales 83,972 - 83,972 262,318 - 262,318 Total revenues 218,576 26,770 245,346 725,394 88,660 814,054 Costs of services 20,059 12,994 33,053 62,888 49,855 112,743 Cost of inventory sold 74,341 - 74,341 231,834 - 231,834 Selling, general and administrative expenses ("SG&A") 83,542 4,781 88,323 272,503 14,549 287,052 Segment profit $ 40,634 $ 8,995 $ 49,629 $ 158,169 $ 24,256 $ 182,425 Acquisition-related costs 2,007 5,039 Depreciation and amortization expenses ("D&A") 16,723 49,451 Gain on disposition of property, plant and equipment ("PPE") (342) (958) Foreign exchange loss 47 31 Operating income $ 31,194 $ 128,862 Interest expense (10,473) (32,720) Other income, net 7,182 8,995 Income tax expense (4,791) (19,091) Net income $ 23,112 $ 86,046 |
Geographic Information of Revenue | United States Canada Europe Other Consolidated Total revenues for the three months ended: September 30, 2018 $ 114,410 $ 52,711 $ 43,935 $ 34,290 $ 245,346 September 30, 2017 107,812 51,136 29,065 39,388 227,401 Total revenues for the nine months ended: September 30, 2018 392,904 201,296 123,335 96,519 814,054 September 30, 2017 327,838 170,994 81,930 98,679 679,441 |
Total Revenues (Tables)
Total Revenues (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Total Revenues [Abstract] | |
Revenue from the Rendering of Services | Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Service revenues: Commissions $ 87,548 $ 88,696 $ 313,539 $ 280,235 Fees 73,826 57,242 238,197 161,831 161,374 145,938 551,736 442,066 Revenue from inventory sales 83,972 81,463 262,318 237,375 $ 245,346 $ 227,401 $ 814,054 $ 679,441 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Operating Expenses [Abstract] | |
Schedule of Direct Operating Expenses | Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Ancillary and logistical service expenses $ 11,682 $ 13,878 $ 46,242 $ 40,106 Employee compensation expenses 10,170 10,032 30,120 24,321 Buildings, facilities and technology expenses 1,990 1,872 7,280 5,819 Travel, advertising and promotion expenses 5,921 5,562 20,535 17,644 Other costs of services 3,290 2,117 8,566 6,203 $ 33,053 $ 33,461 $ 112,743 $ 94,093 |
Schedule of Selling, General and Administrative Expenses | Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Employee compensation expenses $ 56,959 55,560 $ 186,951 $ 147,420 Buildings, facilities and technology expenses 15,058 13,494 45,767 39,088 Travel, advertising and promotion expenses 9,302 8,431 27,821 21,212 Professional fees 2,983 3,381 12,638 9,705 Other SG&A expenses 4,021 4,469 13,875 12,862 $ 88,323 $ 85,335 $ 287,052 $ 230,287 |
Schedule of Acquisition Related Costs | Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 IronPlanet: Other acquisition-related costs $ 1,756 $ 2,712 $ 2,876 $ 32,591 Other acquisitions: Continuing employment costs 251 829 2,104 2,421 Other acquisition-related costs - 46 59 150 $ 2,007 $ 3,587 $ 5,039 $ 35,162 |
Schedule of Depreciation and Amortization Expenses | Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Depreciation expense $ 7,252 $ 7,228 $ 21,460 $ 20,813 Amortization expense 9,471 7,609 27,991 16,234 $ 16,723 $ 14,837 $ 49,451 $ 37,047 |
Earnings Per Share Attributab_2
Earnings Per Share Attributable to Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share Attributable to Stockholders [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | Three months ended Nine months ended September 30, 2018 September 30, 2018 Net income WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ 23,138 108,365,427 $ 0.21 $ 85,993 107,811,391 $ 0.80 Effect of dilutive securities: Share units - 551,313 - - 408,006 - Stock options - 970,454 - - 913,981 (0.01) Diluted $ 23,138 109,887,194 $ 0.21 $ 85,993 109,133,378 $ 0.79 Three months ended Nine months ended September 30, 2017 September 30, 2017 Net income WA Net income WA attributable to number Per share attributable to number Per share stockholders of shares amount stockholders of shares amount Basic $ 10,261 107,120,618 $ 0.10 $ 38,273 106,993,358 $ 0.36 Effect of dilutive securities: Share units - 214,304 - (50) 337,570 - Stock options - 843,381 (0.01) - 738,696 (0.01) Diluted $ 10,261 108,178,303 $ 0.09 $ 38,223 108,069,624 $ 0.35 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Net Changes in Operating Assets and Liabilities | Nine months ended September 30, 2018 2017 Trade and other receivables $ (159,258) $ (139,411) Inventory (49,140) (16,460) Advances against auction contracts 2,434 601 Prepaid expenses and deposits (5,282) 4,498 Income taxes receivable 10,829 (8,062) Auction proceeds payable 130,185 186,147 Trade and other payables 15,827 (8,149) Income taxes payable 6,836 (3,075) Share unit liabilities 1,204 (5,848) Other 2,138 1,608 Net changes in operating assets and liabilities $ (44,227) $ 11,849 |
Schedule of Supplemental Cash Flow | Nine months ended September 30, 2018 2017 Interest paid, net of interest capitalized $ 36,278 $ 20,233 Interest received 2,009 2,460 Net income taxes paid 7,902 28,037 Non-cash purchase of property, plant and equipment under capital lease 5,490 6,851 |
Schedule of Cash, Cash Equivalents and Restricted Cash | September 30, December 31, 2018 2017 Cash and cash equivalents $ 228,764 $ 267,910 Restricted cash 75,281 63,206 Cash, cash equivalents, and restricted cash $ 304,045 $ 331,116 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Measurement [Abstract] | |
Fair Value Assets Recurring and Nonrecurring | September 30, 2018 December 31, 2017 Category Carrying amount Fair value Carrying amount Fair value Fair values disclosed: Cash and cash equivalents Level 1 $ 228,764 $ 228,764 $ 267,910 $ 267,910 Restricted cash Level 1 75,281 75,281 63,206 63,206 Short-term debt Level 2 10,532 10,532 7,018 7,018 Long-term debt Senior unsecured notes Level 1 488,683 498,750 487,339 520,000 Term loans Level 2 263,095 266,036 325,553 329,687 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | September 30, December 31, 2018 2017 Advances against auction contracts $ 4,872 $ 7,336 Assets held for sale 10,805 584 Prepaid expenses and deposits 24,559 19,690 $ 40,236 $ 27,610 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill [Abstract] | |
Schedule of Goodwill | Balance, December 31, 2017 $ 670,922 Additions 3,671 Foreign exchange movement (1,402) Balance, September 30, 2018 $ 673,191 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt [Abstract] | |
Schedule of Debt | Carrying amount September 30, December 31, 2018 2017 Short-term debt $ 10,532 $ 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 4.015% , due in monthly installments of interest only and quarterly installments of principal, maturing in October 2021 173,345 185,143 Denominated in United States dollars, secured, bearing interest at a weighted average rate of 4.219% , due in weekly installments of interest only and quarterly installments of principal, maturing in October 2021 92,690 144,544 Less: unamortized debt issue costs (2,940) (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 (11,317) (12,661) Total Long-term debt 751,778 812,892 Total debt $ 762,310 $ 819,910 Long-term debt: Current portion $ 11,556 $ 16,907 Non-current portion 740,222 795,985 Total long-term debt $ 751,778 $ 812,892 |
Other Non-current Liabilities (
Other Non-current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Other Non-current Liabilities [Abstract] | |
Other Non-current Liabilities | September 30, December 31, 2018 2017 Tax payable $ 21,604 $ 25,958 Finance lease obligation 8,738 7,875 Share unit liabilities - 2,865 Other 9,094 10,075 $ 39,436 $ 46,773 |
Equity and Dividends (Tables)
Equity and Dividends (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity and Dividends [Abstract] | |
Schedule of Quarterly Dividends Declared and Paid | Declaration date Dividend per share Record date Total dividends Payment date Nine months ended September 30, 2018: Fourth quarter 2017 January 26, 2018 $ 0.1700 February 16, 2018 $ 18,246 March 9, 2018 First quarter 2018 May 9, 2018 0.1700 May 30, 2018 18,342 June 20, 2018 Second quarter 2018 August 7, 2018 0.1800 August 29, 2018 19,528 September 19, 2018 Nine months ended September 30, 2017: Fourth quarter 2016 January 23, 2017 $ 0.1700 February 10, 2017 $ 18,160 March 3, 2017 First quarter 2017 May 4, 2017 0.1700 May 23, 2017 18,188 June 13, 2017 Second quarter 2017 August 4, 2017 0.1700 August 25, 2017 18,210 September 15, 2017 |
Share-Based Payments (Tables)
Share-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation Costs Related to Share-Based Payments | Three months ended Nine months ended September 30, September 30, 2018 2017 2018 2017 Stock option compensation expense: SG&A expenses $ 2,066 2,920 $ 6,354 $ 6,244 Acquisition-related costs 162 - 357 4,752 Share unit expense (recovery): Equity-classified share units 2,718 (176) 8,978 1,871 Liability-classified share units 300 821 2,245 246 Employee share purchase plan - employer contributions 538 468 1,630 1,350 $ 5,784 $ 4,033 $ 19,564 $ 14,463 |
Summary of Stock Option Activity | 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 914,967 32.12 Exercised (1,154,541) 23.45 $ 13,472 Forfeited (77,644) 27.04 Expired (1,302) 25.76 Outstanding,September 30, 2018 4,141,224 $ 26.20 7.4 $ 41,122 Exercisable, September 30, 2018 2,107,984 $ 24.08 6.4 $ 25,401 |
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 235,426 35.70 90,147 32.08 - - 66 34.70 19,448 33.36 Transferred to equity awards on modification 257,659 31.30 - - (257,659) 26.38 - - - - Vested and settled (212,263) 33.78 - - - - (975) 27.58 (6,605) 23.16 Forfeited (43,071) 31.42 (5,219) 31.99 (1,582) 26.45 - - - - Outstanding, September 30, 2018 671,999 $ 31.45 210,080 $ 29.02 - $ - 3,757 $ 26.27 106,330 $ 27.80 |
Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option and Performance Share Unit Pricing Assumptions | Nine months ended September 30, 2018 2017 Risk free interest rate 2.7% 2.0% Expected dividend yield 2.11% 2.14% Expected lives of the stock options 5 years 5 years Expected volatility 28.1% 27.8% |
Senior Executive and Employee Performance Share Unit Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option and Performance Share Unit Pricing Assumptions | Nine months ended September 30, 2018 Risk free interest rate 1.9% Expected dividend yield 2.09% Expected lives of the PSUs 3 years Expected volatility 31.1% Average expected volatility of comparable companies 34.1% |
Sign-on Grant Performance Share Unit Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock Option and Performance Share Unit Pricing Assumptions | September 11, 2018 Risk free interest rate 2.7% Expected dividend yield 1.53% Expected lives of the PSU 1 year Expected volatility 29.2% |
Business Combinations (Tables)
Business Combinations (Tables) - Iron Planet Holdings Inc. [Member] | 9 Months Ended |
Sep. 30, 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 15,540 Deferred tax liabilities 25,935 Fair value of identifiable net assets acquired 207,908 Goodwill acquired on acquisition $ 568,566 ~ 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. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Mascus International Holdings BV [Member] | ASU 2016-15 [Member] | |
Property, Plant and Equipment [Line Items] | |
Reclassification of contingent consideration | $ 1,302 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Schedule of Adoption of New Accounting Pronouncements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | $ 245,346 | $ 227,401 | $ 814,054 | $ 679,441 |
Costs of services | (33,053) | (33,461) | (112,743) | (94,093) |
Cost of inventory sold | (74,341) | (72,476) | (231,834) | (207,603) |
Gross revenue, net of expenses | 121,464 | 377,745 | ||
As Reported [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | 141,047 | 431,732 | ||
Costs of services | (19,583) | (53,987) | ||
Gross revenue, net of expenses | 121,464 | 377,745 | ||
New Revenue Standard Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | 86,354 | 247,709 | ||
Costs of services | (13,878) | (40,106) | ||
Cost of inventory sold | (72,476) | (207,603) | ||
Service Revenues [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | 161,374 | 145,938 | 551,736 | 442,066 |
Service Revenues [Member] | New Revenue Standard Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | 4,891 | 10,334 | ||
Revenue from Inventory Sales [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | $ 83,972 | 81,463 | $ 262,318 | 237,375 |
Revenue from Inventory Sales [Member] | New Revenue Standard Adjustment [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Total revenues | $ 81,463 | $ 237,375 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Line Items] | ||||
Revenues | $ 245,346 | $ 227,401 | $ 814,054 | $ 679,441 |
Costs of services | 33,053 | 33,461 | 112,743 | 94,093 |
Cost of inventory sold | 74,341 | 72,476 | 231,834 | 207,603 |
SG&A expenses | 88,323 | 85,335 | 287,052 | 230,287 |
Impairment loss | 8,911 | |||
Acquisition-related costs | 2,007 | 3,587 | 5,039 | 35,162 |
Depreciation and amortization expenses ("D&A") | 16,723 | 14,837 | 49,451 | 37,047 |
Gain on disposition of property, plant and equipment ("PPE") | (342) | (42) | (958) | (1,071) |
Foreign exchange loss (gain) | 47 | 816 | 31 | (7) |
Operating income | 31,194 | 16,931 | 128,862 | 67,416 |
Interest expense | (10,473) | (10,558) | (32,720) | (27,311) |
Other income, net | 7,182 | 592 | 8,995 | 6,346 |
Income tax expense | (4,791) | 3,358 | (19,091) | (7,982) |
Net income | 23,112 | 10,323 | 86,046 | 38,469 |
Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 245,346 | 227,401 | 814,054 | 679,441 |
Costs of services | 33,053 | 33,461 | 112,743 | 94,093 |
Cost of inventory sold | 74,341 | 72,476 | 231,834 | 207,603 |
SG&A expenses | 88,323 | 85,335 | 287,052 | 230,287 |
Impairment loss | 8,911 | |||
Operating income | 49,629 | 36,129 | 182,425 | 138,547 |
Segment Reconciling Items [Member] | ||||
Segment Reporting [Line Items] | ||||
Acquisition-related costs | 2,007 | 3,587 | 5,039 | 35,162 |
Depreciation and amortization expenses ("D&A") | 16,723 | (14,837) | 49,451 | (37,047) |
Gain on disposition of property, plant and equipment ("PPE") | (342) | (42) | (958) | (1,071) |
Foreign exchange loss (gain) | 47 | 816 | 31 | (7) |
Auctions and Marketplaces [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 218,576 | 202,718 | 725,394 | 608,169 |
Costs of services | 20,059 | 18,381 | 62,888 | 51,946 |
Cost of inventory sold | 74,341 | 72,476 | 231,834 | 207,603 |
SG&A expenses | 83,542 | 81,736 | 272,503 | 219,824 |
Impairment loss | 8,911 | |||
Operating income | 40,634 | 30,125 | 158,169 | 119,885 |
Other Reporting Unit [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 26,770 | 24,683 | 88,660 | 71,272 |
Costs of services | 12,994 | 15,080 | 49,855 | 42,147 |
SG&A expenses | 4,781 | 3,599 | 14,549 | 10,463 |
Operating income | 8,995 | 6,004 | 24,256 | 18,662 |
Service Revenues [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 161,374 | 145,938 | 551,736 | 442,066 |
Service Revenues [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 161,374 | 145,938 | 551,736 | 442,066 |
Service Revenues [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 134,604 | 121,255 | 463,076 | 370,794 |
Service Revenues [Member] | Other Reporting Unit [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 26,770 | 24,683 | 88,660 | 71,272 |
Revenue from Inventory Sales [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 83,972 | 81,463 | 262,318 | 237,375 |
Revenue from Inventory Sales [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | 83,972 | 81,463 | 262,318 | 237,375 |
Revenue from Inventory Sales [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenues | $ 83,972 | $ 81,463 | $ 262,318 | $ 237,375 |
Segment Information (Geographic
Segment Information (Geographic Information of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 245,346 | $ 227,401 | $ 814,054 | $ 679,441 |
Operating Segments [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 245,346 | 227,401 | 814,054 | 679,441 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 114,410 | 107,812 | 392,904 | 327,838 |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 52,711 | 51,136 | 201,296 | 170,994 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 43,935 | 29,065 | 123,335 | 81,930 |
Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 34,290 | $ 39,388 | $ 96,519 | $ 98,679 |
Total Revenues (Revenue from th
Total Revenues (Revenue from the Rendering of Services) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 245,346 | $ 227,401 | $ 814,054 | $ 679,441 |
Service Revenues [Member] | ||||
Revenues | 161,374 | 145,938 | 551,736 | 442,066 |
Commission Revenue [Member] | ||||
Revenues | 87,548 | 88,696 | 313,539 | 280,235 |
Fees Revenue [Member] | ||||
Revenues | 73,826 | 57,242 | 238,197 | 161,831 |
Revenue from Inventory Sales [Member] | ||||
Revenues | $ 83,972 | $ 81,463 | $ 262,318 | $ 237,375 |
Operating Expenses (Narrative)
Operating Expenses (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Operating Expenses [Abstract] | |
Impairment loss | $ 8,911 |
Operating Expenses (Schedule of
Operating Expenses (Schedule of Direct Operating Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Expenses [Abstract] | ||||
Ancillary and logistical service expenses | $ 11,682 | $ 13,878 | $ 46,242 | $ 40,106 |
Employee compensation expenses | 10,170 | 10,032 | 30,120 | 24,321 |
Buildings, facilities and technology expenses | 1,990 | 1,872 | 7,280 | 5,819 |
Travel, advertising and promotion expenses | 5,921 | 5,562 | 20,535 | 17,644 |
Other costs of services | 3,290 | 2,117 | 8,566 | 6,203 |
Cost of Services, Total | $ 33,053 | $ 33,461 | $ 112,743 | $ 94,093 |
Operating Expenses (Schedule _2
Operating Expenses (Schedule of Selling, General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Expenses [Abstract] | ||||
Employee compensation expenses | $ 56,959 | $ 55,560 | $ 186,951 | $ 147,420 |
Buildings, facilities and technology expenses | 15,058 | 13,494 | 45,767 | 39,088 |
Travel, advertising and promotion expenses | 9,302 | 8,431 | 27,821 | 21,212 |
Professional fees | 2,983 | 3,381 | 12,638 | 9,705 |
Other SG&A expenses | 4,021 | 4,469 | 13,875 | 12,862 |
Total selling, general and administrative expenses | $ 88,323 | $ 85,335 | $ 287,052 | $ 230,287 |
Operating Expenses (Schedule _3
Operating Expenses (Schedule of Acquisition Related Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Costs of services | $ 10,170 | $ 10,032 | $ 30,120 | $ 24,321 |
Other acquisition-related costs | 2,007 | 3,587 | 5,039 | 35,162 |
Iron Planet Holdings Inc. [Member] | ||||
Other acquisition-related costs | 1,756 | 2,712 | 2,876 | 32,591 |
Other Acquisitions [Member] | ||||
Costs of services | $ 251 | 829 | 2,104 | 2,421 |
Other acquisition-related costs | $ 46 | $ 59 | $ 150 |
Operating Expenses (Schedule _4
Operating Expenses (Schedule of Depreciation and Amortization Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Expenses [Abstract] | ||||
Depreciation expense | $ 7,252 | $ 7,228 | $ 21,460 | $ 20,813 |
Amortization expense | 9,471 | 7,609 | 27,991 | 16,234 |
Total depreciation and amortization expenses | $ 16,723 | $ 14,837 | $ 49,451 | $ 37,047 |
Other Income (Details)
Other Income (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Other Income [Abstract] | |
Gain on equity accounted for investments | $ 4,935 |
Proceeds on disposal of equity investment | 6,147 |
Additional proceeds after escrow conditions | $ 1,020 |
Escrow release conditions period | 5 years |
Contingent consideration on sale of equity | $ 1,700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Taxes [Abstract] | |||||
Income tax expense (recovery) | $ 4,791 | $ (3,358) | $ 19,091 | $ 7,982 | |
Effective income tax rate | 17.00% | (48.00%) | 18.00% | 17.00% | |
Foreign income tax rate | 21.00% | 35.00% |
Earnings Per Share Attributab_3
Earnings Per Share Attributable to Stockholders (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share Attributable to Stockholders [Abstract] | ||||
Basic, Net income attributable to stockholders | $ 23,138 | $ 10,261 | $ 85,993 | $ 38,273 |
Effect of dilutive securities: Share units, Net income attributable to stockholders | (50) | |||
Diluted, Net income attributable to stockholders | $ 23,138 | $ 10,261 | $ 85,993 | $ 38,223 |
Basic, WA number of shares | 108,365,427 | 107,120,618 | 107,811,391 | 106,993,358 |
Effect of dilutive securities: Share units, WA number of shares | 551,313 | 214,304 | 408,006 | 337,570 |
Effect of dilutive securities: Stock options, WA number of shares | 970,454 | 843,381 | 913,981 | 738,696 |
Diluted, WA number of shares | 109,887,194 | 108,178,303 | 109,133,378 | 108,069,624 |
Basic, Per share amount | $ 0.21 | $ 0.10 | $ 0.80 | $ 0.36 |
Effect of dilutive securities: Stock options, Per share amount | (0.01) | (0.01) | (0.01) | |
Diluted, Per share amount | $ 0.21 | $ 0.09 | $ 0.79 | $ 0.35 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Schedule of Net Changes In Operating Assets and Liabilities) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Trade and other receivables | $ (159,258) | $ (139,411) |
Inventory | (49,140) | (16,460) |
Advances against auction contracts | 2,434 | 601 |
Prepaid expenses and deposits | (5,282) | 4,498 |
Income taxes receivable | 10,829 | (8,062) |
Auction proceeds payable | 130,185 | 186,147 |
Trade and other payables | 15,827 | (8,149) |
Income taxes payable | 6,836 | (3,075) |
Share unit liabilities | 1,204 | (5,848) |
Other | 2,138 | 1,608 |
Net changes in operating assets and liabilities | $ (44,227) | $ 11,849 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Schedule of Supplemental Cash Flow) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of interest capitalized | $ 36,278 | $ 20,233 |
Interest received | 2,009 | 2,460 |
Net income taxes paid | 7,902 | 28,037 |
Non-cash purchase of property, plant and equipment under capital lease | $ 5,490 | $ 6,851 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information (Schedule of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Information [Abstract] | ||||
Cash and cash equivalents | $ 228,764 | $ 267,910 | ||
Restricted cash | 75,281 | 63,206 | ||
Cash, cash equivalents, and restricted cash | $ 304,045 | $ 331,116 | $ 314,320 | $ 758,089 |
Fair Value Measurement (Fair Va
Fair Value Measurement (Fair Value Assets Recurring and Nonrecurring) (Details) - Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 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 | $ 228,764 | $ 267,910 |
Restricted Cash | 75,281 | 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 | 228,764 | 267,910 |
Restricted Cash | 75,281 | 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 | 10,532 | 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 | 10,532 | 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 | 488,683 | 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 | 498,750 | 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 | 263,095 | 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 | $ 266,036 | $ 329,687 |
Other Current Assets (Details)
Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Other Current Assets [Abstract] | ||
Advances against auction contracts | $ 4,872 | $ 7,336 |
Assets held for sale | 10,805 | 584 |
Prepaid expenses and deposits | 24,559 | 19,690 |
Other Current Assets | $ 40,236 | $ 27,610 |
Other Non-current Assets (Detai
Other Non-current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Other Non-current Assets [Abstract] | ||
Tax receivable | $ 12,504 | $ 12,851 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Abstract] | |
Goodwill, Balance | $ 670,922 |
Additions | 3,671 |
Foreign exchange movement | (1,402) |
Goodwill, Balance | $ 673,191 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Jun. 21, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Debt [Line Items] | ||||||
Short-term debt weighted average interest rate | 2.40% | 2.40% | 2.70% | |||
Repayment of debt | $ 58,825,000 | $ 104,729,000 | ||||
Committed Revolving Credit Facilities [Member] | ||||||
Debt [Line Items] | ||||||
Maximum borrowing capacity | $ 477,007,000 | 477,007,000 | ||||
Available borrowing capacity | 472,881,000 | 472,881,000 | ||||
Reduction of borrowing capacity | $ 185,000,000 | |||||
Delayed Draw Term Loan, In US Dollars, Available until October 2021 [Member] | ||||||
Debt [Line Items] | ||||||
Prepayments of term loan | 50,000,000 | |||||
Revolving Credit Facility [Member] | ||||||
Debt [Line Items] | ||||||
Principal amount | 490,000,000 | 490,000,000 | ||||
Term Loan Facility [Member] | ||||||
Debt [Line Items] | ||||||
Repayment of debt | 2,270,000 | $ 4,154,000 | 8,825,000 | $ 4,154,000 | ||
Maximum [Member] | Multicurrency Facilities [Member] | ||||||
Debt [Line Items] | ||||||
Principal amount | $ 50,000,000 | $ 50,000,000 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Debt [Line Items] | ||
Short-term debt | $ 10,532 | $ 7,018 |
Long-term Debt, Total | 751,778 | 812,892 |
Total debt | 762,310 | 819,910 |
Current portion | 11,556 | 16,907 |
Non-current portion | 740,222 | 795,985 |
Delayed Draw Term Loans [Member] | ||
Debt [Line Items] | ||
Less: unamortized debt issue costs | (2,940) | (4,134) |
Senior Unsecured Notes [Member] | ||
Debt [Line Items] | ||
Less: unamortized debt issue costs | (11,317) | (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 | $ 173,345 | $ 185,143 |
Weighted average interest rate | 4.015% | 4.015% |
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 | $ 92,690 | $ 144,544 |
Weighted average interest rate | 4.219% | 4.219% |
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 Liabilities_2
Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Other Non-current Liabilities [Abstract] | ||
Tax payable | $ 21,604 | $ 25,958 |
Finance lease obligation | 8,738 | 7,875 |
Share unit liabilities | 2,865 | |
Other non-current liabilities | 9,094 | 10,075 |
Other non-current liabilities, Total | $ 39,436 | $ 46,773 |
Equity and Dividends (Narrative
Equity and Dividends (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Nov. 08, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Dividends Payable [Line Items] | |||||
Preferred shares issued | 0 | 0 | |||
Intra-entity foreign currency transactions | $ 1,072 | $ 5,838 | $ 6,256 | $ 17,322 | |
Subsequent Event [Member] | |||||
Dividends Payable [Line Items] | |||||
Dividends declared (usd per share) | $ 0.18 | ||||
Payment date | Dec. 18, 2018 | ||||
Record date | Nov. 27, 2018 |
Equity and Dividends (Schedule
Equity and Dividends (Schedule of Quarterly Dividends Declared and Paid) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Fourth Quarter 2016 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Jan. 23, 2017 | |
Dividend per share | $ 0.1700 | |
Record date | Feb. 10, 2017 | |
Total dividends | $ 18,160 | |
Payment date | Mar. 3, 2017 | |
First Quarter 2017 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | May 4, 2017 | |
Dividend per share | $ 0.1700 | |
Record date | May 23, 2017 | |
Total dividends | $ 18,188 | |
Payment date | Jun. 13, 2017 | |
Second Quarter 2017 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Aug. 4, 2017 | |
Dividend per share | $ 0.1700 | |
Record date | Aug. 25, 2017 | |
Total dividends | $ 18,210 | |
Payment date | Sep. 15, 2017 | |
Fourth Quarter 2017 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Jan. 26, 2018 | |
Dividend per share | $ 0.1700 | |
Record date | Feb. 16, 2018 | |
Total dividends | $ 18,246 | |
Payment date | Mar. 9, 2018 | |
First Quarter 2018 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | May 9, 2018 | |
Dividend per share | $ 0.1700 | |
Record date | May 30, 2018 | |
Total dividends | $ 18,342 | |
Payment date | Jun. 20, 2018 | |
Second Quarter 2018 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Aug. 7, 2018 | |
Dividend per share | $ 0.1800 | |
Record date | Aug. 29, 2018 | |
Total dividends | $ 19,528 | |
Payment date | Sep. 19, 2018 |
Share-Based Payments (Narrative
Share-Based Payments (Narrative) (Details) - USD ($) | Mar. 01, 2018 | Sep. 30, 2018 |
Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 6,485,000 | |
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 | |
Sign-on Grant Performance Share Unit Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Modified Performance Vesting Conditions, Weighted Average Fair Value | $ 43.34 | |
Modified Performance Vesting Conditions, Incremental Compensation Recognized | $ 838,000 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value of options granted | $ 7.68 | |
Unrecognized compensation costs, period for recognition | 2 years 1 month 6 days | |
Performance Share Units, Equity Classified Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 9,597,000 | |
Unrecognized compensation costs, period for recognition | 1 year 9 months 18 days | |
Restricted Stock Units, Liability Classified Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 6,000 | |
Unrecognized compensation costs, period for recognition | 1 month 6 days | |
Restricted Stock Units, Equity Classified [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 4,540,000 | |
Unrecognized compensation costs, period for recognition | 2 years 3 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 | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | $ 6,711 | $ 10,996 | ||
Acquisition-related costs | $ 162 | 357 | 4,752 | |
Equity-classified share units | 2,718 | $ (176) | 8,978 | 1,871 |
Liability-classified share units | 300 | 821 | 2,245 | 246 |
Employee share purchase plan - employer contributions | 538 | 468 | 1,630 | 1,350 |
Total compensation costs related to share based payments | 5,784 | 4,033 | 19,564 | 14,463 |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | $ 2,066 | $ 2,920 | $ 6,354 | $ 6,244 |
Share-Based Payments (Summary o
Share-Based Payments (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share-Based Payments [Abstract] | ||
Outstanding beginning balance, Common shares under option | 4,459,744 | |
Granted, Common shares under option | 914,967 | |
Exercised, Common shares under option | (1,154,541) | |
Forfeited, Common shares under option | (77,644) | |
Expired, Common shares under option | (1,302) | |
Outstanding ending balance, Common shares under option | 4,141,224 | 4,459,744 |
Exercisable, Common shares under option | 2,107,984 | |
Outstanding beginning balance, Weighted average exercise price (per share) | $ 24.29 | |
Granted, Weighted average exercise price (per share) | 32.12 | |
Exercised, Weighted average exercise price (per share) | 23.45 | |
Forfeited, Weighted average exercise price (per share) | 27.04 | |
Expired, Weighted average exercise price (per share) | 25.76 | |
Outstanding ending balance, Weighted average exercise price (per share) | 26.20 | $ 24.29 |
Exercisable, Weighted average exercise price (per share) | $ 24.08 | |
Outstanding, Weighted average remaining contractual life (in years) | 7 years 4 months 24 days | 7 years 6 months |
Exercisable, Weighted average remaining contractual life (in years) | 6 years 4 months 24 days | |
Outstanding beginning balance, Aggregate intrinsic value | $ 17,649 | |
Exercised, Aggregate intrinsic value | 13,472 | |
Outstanding ending balance, Aggregate intrinsic value | 41,122 | $ 17,649 |
Exercisable, Aggregate intrinsic value | $ 25,401 |
Share-Based Payments (Summary_2
Share-Based Payments (Summary of Stock Option and Performance Share Unit Pricing Assumptions) (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Sign-on Grant Performance Share Unit Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.70% | |
Expected dividend yield | 1.53% | |
Expected lives | 1 year | |
Expected volatility | 29.20% | |
Stock Options [Member] | Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.70% | 2.00% |
Expected dividend yield | 2.11% | 2.14% |
Expected lives | 5 years | 5 years |
Expected volatility | 28.10% | 27.80% |
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% | |
Expected dividend yield | 2.09% | |
Expected lives | 3 years | |
Expected volatility | 31.10% | |
Average expected volatility of comparable companies | 34.10% |
Share-Based Payments (Summary_3
Share-Based Payments (Summary of Share Unit Activity) (Details) | 9 Months Ended |
Sep. 30, 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 | 235,426 |
Transferred to (from) equity awards on modification, Shares | shares | 257,659 |
Vested and settled, Shares | shares | (212,263) |
Forfeited, Shares | shares | (43,071) |
Outstanding ending balance, Shares | shares | 671,999 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 27.83 |
Granted, Weighted average grant date fair value (per share) | $ / shares | 35.70 |
Transferred to (from) equity awards on modification, WA grant date fair value (per share) | $ / shares | 31.30 |
Vested and settled, Weighted average grant date fair value (per share) | $ / shares | 33.78 |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | 31.42 |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 31.45 |
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, Vested and settled, Shares | shares | |
Liability Awards, Forfeited, Shares | shares | (1,582) |
Liability Instruments, Outstanding ending balance, Shares | shares | |
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, Vested and settled, Weighted average grant date fair value (per share) | $ / shares | |
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 | |
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 | 90,147 |
Forfeited, Shares | shares | (5,219) |
Outstanding ending balance, Shares | shares | 210,080 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 26.93 |
Granted, Weighted average grant date fair value (per share) | $ / shares | 32.08 |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | 31.99 |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 29.02 |
Liability Awards, Outstanding beginning balance, Shares | shares | 4,666 |
Liability Awards, Granted, Shares | shares | 66 |
Liability Awards, Transferred to (from) equity awards on modification, Shares | shares | |
Liability Awards, Vested and settled, Shares | shares | 975 |
Liability Awards, Forfeited, Shares | shares | |
Liability Instruments, Outstanding ending balance, Shares | shares | 3,757 |
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 | 34.70 |
Liability Awards, Transferred to (from) equity awards on modification, Weighted average grant date fair value (per share) | $ / shares | |
Liability Awards, Vested and settled, Weighted average grant date fair value (per share) | $ / shares | 27.58 |
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 | $ 26.27 |
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 | 19,448 |
Liability Awards, Transferred to (from) equity awards on modification, Shares | shares | |
Liability Awards, Vested and settled, Shares | shares | 6,605 |
Liability Awards, Forfeited, Shares | shares | |
Liability Instruments, Outstanding ending balance, Shares | shares | 106,330 |
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 | 33.36 |
Liability Awards, Transferred to (from) equity awards on modification, Weighted average grant date fair value (per share) | $ / shares | |
Liability Awards, Vested and settled, Weighted average grant date fair value (per share) | $ / shares | 23.16 |
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 | $ 27.80 |
Commitments (Narrative) (Detail
Commitments (Narrative) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($)item | |
Commitments [Line Items] | |
Purchase commitment amount purchased | $ 27,078 |
Minimum [Member] | |
Commitments [Line Items] | |
Purchase commitment quantity | item | 150,000 |
Purchase commitment | $ 11,104 |
Maximum [Member] | |
Commitments [Line Items] | |
Purchase commitment quantity | item | 245,900 |
Purchase commitment | $ 51,028 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Contingencies [Abstract] | ||
Assets guaranteed under contract | $ 67,010 | $ 30,948 |
Percentage of assets expected to be sold | 93.00% | 27.00% |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - USD ($) $ in Thousands | May 31, 2017 | Mar. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 673,191 | $ 670,922 | ||
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 | $ 568,566 |
Business Combinations (Schedule
Business Combinations (Schedule of Net Cash Flows and Purchase Price) (Details) - USD ($) $ in Thousands | May 31, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||
Acquisition of IronPlanet, net of cash acquired | $ 675,851 | |
Iron Planet Holdings Inc. [Member] | ||
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 (Schedu_2
Business Combinations (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | May 31, 2017 | Sep. 30, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||
Goodwill acquired on acquisition | $ 673,191 | $ 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 | 15,540 | |||
Deferred tax liabilities | 25,935 | |||
Fair value of identifiable net assets acquired | 207,908 | |||
Goodwill acquired on acquisition | $ 568,566 | |||
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. |