Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 04, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-13425 | |
Entity Registrant Name | Ritchie Bros. Auctioneers Incorporated | |
Entity Incorporation, State or Country Code | CA | |
Entity Tax Identification Number | 98-0626225 | |
Entity Address, Address Line One | 9500 Glenlyon Parkway | |
Entity Address, Address Line Two | Burnaby | |
Entity Address, City or Town | British Columbia | |
Entity Address, Country | CA | |
Entity Address, Postal Zip Code | V5J 0C6 | |
City Area Code | 778 | |
Local Phone Number | 331-5500 | |
Title of 12(b) Security | Common shares | |
Trading Symbol | RBA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 110,371,456 | |
Entity Central Index Key | 0001046102 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Income S
Condensed Consolidated Income Statements - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 396,361,000 | $ 389,050,000 | $ 727,916,000 | $ 662,305,000 |
Operating expenses: | ||||
Selling, general and administrative expenses | 111,819,000 | 100,632,000 | 227,897,000 | 199,017,000 |
Acquisition-related costs | 3,049,000 | 5,971,000 | ||
Depreciation and amortization expenses | 21,935,000 | 17,857,000 | 43,005,000 | 37,150,000 |
Gain on disposition of property, plant and equipment | (175,000) | (1,213,000) | (243,000) | (1,260,000) |
Foreign exchange loss | 151,000 | 392,000 | 428,000 | 994,000 |
Total operating expenses | 306,844,000 | 300,250,000 | 593,897,000 | 539,423,000 |
Operating income | 89,517,000 | 88,800,000 | 134,019,000 | 122,882,000 |
Interest expense | (8,867,000) | (8,882,000) | (17,813,000) | (18,064,000) |
Other income, net | 1,196,000 | 857,000 | 2,198,000 | 4,434,000 |
Income before income taxes | 81,846,000 | 80,775,000 | 118,404,000 | 109,252,000 |
Income tax expense | 21,065,000 | 27,656,000 | 29,484,000 | 33,304,000 |
Net income | 60,781,000 | 53,119,000 | 88,920,000 | 75,948,000 |
Net income attributable to: | ||||
Stockholders | 60,749,000 | 53,043,000 | 88,937,000 | 75,851,000 |
Non-controlling interests | 32,000 | 76,000 | (17,000) | 97,000 |
Net income | $ 60,781,000 | $ 53,119,000 | $ 88,920,000 | $ 75,948,000 |
Earnings per share attributable to stockholders: | ||||
Basic | $ 0.55 | $ 0.49 | $ 0.81 | $ 0.70 |
Diluted | $ 0.55 | $ 0.49 | $ 0.80 | $ 0.69 |
Weighted average number of shares outstanding: | ||||
Basic | 110,311,615 | 108,387,490 | 110,144,229 | 108,818,903 |
Diluted | 111,334,184 | 109,323,343 | 111,302,711 | 109,903,808 |
Service Revenue [Member] | ||||
Revenue: | ||||
Total revenue | $ 252,748,000 | $ 234,139,000 | $ 458,778,000 | $ 417,262,000 |
Operating expenses: | ||||
Direct expenses | 39,042,000 | 39,448,000 | 75,069,000 | 78,803,000 |
Inventory Sales Revenue [Member] | ||||
Revenue: | ||||
Total revenue | 143,613,000 | 154,911,000 | 269,138,000 | 245,043,000 |
Operating expenses: | ||||
Direct expenses | $ 131,023,000 | $ 143,134,000 | $ 241,770,000 | $ 224,719,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Statements of Comprehensive Income | ||||
Net income | $ 60,781 | $ 53,119 | $ 88,920 | $ 75,948 |
Other comprehensive income (loss), net of income tax: | ||||
Foreign currency translation adjustment | 1,468 | 10,764 | (8,892) | (5,105) |
Total comprehensive income | 62,249 | 63,883 | 80,028 | 70,843 |
Total comprehensive income (loss) attributable to: | ||||
Stockholders | 62,215 | 63,795 | 80,059 | 70,743 |
Non-controlling interests | 34 | 88 | (31) | 100 |
Total comprehensive income | $ 62,249 | $ 63,883 | $ 80,028 | $ 70,843 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 301,757 | $ 278,766 |
Restricted cash | 140,966 | 28,129 |
Trade and other receivables | 271,980 | 135,001 |
Less: allowance for credit losses | (5,348) | (5,467) |
Inventory | 85,930 | 86,278 |
Other current assets | 27,776 | 27,274 |
Income taxes receivable | 10,524 | 6,797 |
Total current assets | 833,585 | 556,778 |
Property, plant and equipment | 482,732 | 492,127 |
Other non-current assets | 146,890 | 147,608 |
Intangible assets | 292,444 | 300,948 |
Goodwill | 838,798 | 840,610 |
Deferred tax assets | 12,534 | 13,458 |
Total assets | 2,606,983 | 2,351,529 |
Liabilities and Equity | ||
Auction proceeds payable | 445,090 | 214,254 |
Trade and other payables | 221,738 | 243,786 |
Income taxes payable | 4,240 | 17,032 |
Short-term debt | 35,213 | 29,145 |
Current portion of long-term debt | 10,657 | 10,360 |
Total current liabilities | 716,938 | 514,577 |
Long-term debt | 625,832 | 626,288 |
Other non-current liabilities | 156,636 | 153,000 |
Deferred tax liabilities | 46,150 | 45,265 |
Total liabilities | 1,545,556 | 1,339,130 |
Commitments and Contingencies (Note 21 and Note 22 respectively) | ||
Share capital: | ||
Common stock; no par value, unlimited shares authorized, issued and outstanding shares: 110,366,808 (December 31, 2020: 109,876,428) | 215,666 | 200,451 |
Additional paid-in capital | 51,800 | 49,171 |
Retained earnings | 832,037 | 791,918 |
Accumulated other comprehensive loss | (43,173) | (34,295) |
Stockholders' equity | 1,056,330 | 1,007,245 |
Non-controlling interest | 5,097 | 5,154 |
Total stockholders' equity | 1,061,427 | 1,012,399 |
Total liabilities and equity | $ 2,606,983 | $ 2,351,529 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Consolidated Balance Sheets | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, issued shares | 110,366,808 | 109,876,428 |
Common stock, outstanding shares | 110,366,808 | 109,876,428 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity - USD ($) | Common stock [Member] | Additional paid-in capital ("APIC") [Member] | Retained earnings [Member] | Accumulated other comprehensive loss [Member] | Non-controlling interest ("NCI") [Member] | Total |
Balance at Dec. 31, 2019 | $ 194,771,000 | $ 52,110,000 | $ 714,051,000 | $ (59,099,000) | $ 5,154,000 | $ 906,987,000 |
Balance, shares at Dec. 31, 2019 | 109,337,781 | |||||
Net income | 75,851,000 | 97,000 | 75,948,000 | |||
Other comprehensive loss | (5,108,000) | 3,000 | (5,105,000) | |||
Comprehensive income | 75,851,000 | (5,108,000) | 100,000 | 70,843,000 | ||
Stock option exercises | $ 24,141,000 | (4,716,000) | 19,425,000 | |||
Stock option exercises, shares | 679,277 | |||||
Issuance of common stock related to vesting of share units | $ 3,513,000 | (7,451,000) | (3,938,000) | |||
Issuance of common stock related to vesting of share units, shares | 138,791 | |||||
Stock option compensation expense | 2,730,000 | 2,730,000 | ||||
Equity-classified share unit expense | 5,017,000 | 5,017,000 | ||||
Equity-classified share units dividend equivalents | 268,000 | (268,000) | ||||
Cash dividends paid | (43,586,000) | (43,586,000) | ||||
Shares repurchased | $ (53,170,000) | (53,170,000) | ||||
Shares repurchased, shares | (1,525,312) | |||||
Balance at Jun. 30, 2020 | $ 169,255,000 | 47,958,000 | 746,048,000 | (64,207,000) | 5,254,000 | 904,308,000 |
Balance, shares at Jun. 30, 2020 | 108,630,537 | |||||
Balance at Mar. 31, 2020 | $ 153,801,000 | 46,147,000 | 714,816,000 | (74,959,000) | 5,166,000 | 844,971,000 |
Balance, shares at Mar. 31, 2020 | 108,198,739 | |||||
Net income | 53,043,000 | 76,000 | 53,119,000 | |||
Other comprehensive loss | 10,752,000 | 12,000 | 10,764,000 | |||
Comprehensive income | 53,043,000 | 10,752,000 | 88,000 | 63,883,000 | ||
Stock option exercises | $ 15,457,000 | (3,086,000) | 12,371,000 | |||
Stock option exercises, shares | 431,831 | |||||
Issuance of common stock related to vesting of share units | $ (3,000) | (7,000) | (10,000) | |||
Issuance of common stock related to vesting of share units, shares | (33) | |||||
Stock option compensation expense | 1,543,000 | 1,543,000 | ||||
Equity-classified share unit expense | 3,231,000 | 3,231,000 | ||||
Equity-classified share units dividend equivalents | 130,000 | (130,000) | ||||
Cash dividends paid | (21,681,000) | (21,681,000) | ||||
Balance at Jun. 30, 2020 | $ 169,255,000 | 47,958,000 | 746,048,000 | (64,207,000) | 5,254,000 | 904,308,000 |
Balance, shares at Jun. 30, 2020 | 108,630,537 | |||||
Balance at Dec. 31, 2020 | $ 200,451,000 | 49,171,000 | 791,918,000 | (34,295,000) | 5,154,000 | 1,012,399,000 |
Balance, shares at Dec. 31, 2020 | 109,876,428 | |||||
Net income | 88,937,000 | (17,000) | 88,920,000 | |||
Other comprehensive loss | (8,878,000) | (14,000) | (8,892,000) | |||
Comprehensive income | 88,937,000 | (8,878,000) | (31,000) | 80,028,000 | ||
Stock option exercises | $ 13,157,000 | (2,458,000) | $ 10,699,000 | |||
Stock option exercises, shares | 311,153 | 311,153 | ||||
Issuance of common stock related to vesting of share units | $ 2,058,000 | (11,377,000) | $ (9,319,000) | |||
Issuance of common stock related to vesting of share units, shares | 234,737 | |||||
Share based continuing employment costs related to business combination | $ (55,510) | 5,231,000 | 5,231,000 | |||
Stock option compensation expense | 3,770,000 | 3,770,000 | ||||
Equity-classified share unit expense | 7,182,000 | 7,182,000 | ||||
Equity-classified share units dividend equivalents | 281,000 | (281,000) | ||||
Cash dividends paid | (48,537,000) | (26,000) | (48,563,000) | |||
Balance at Jun. 30, 2021 | $ 215,666,000 | 51,800,000 | 832,037,000 | (43,173,000) | 5,097,000 | 1,061,427,000 |
Balance, shares at Jun. 30, 2021 | 110,366,808 | |||||
Balance at Mar. 31, 2021 | $ 210,765,000 | 43,612,000 | 795,781,000 | (44,639,000) | 5,089,000 | 1,010,608,000 |
Balance, shares at Mar. 31, 2021 | 110,253,056 | |||||
Net income | 60,749,000 | 32,000 | 60,781,000 | |||
Other comprehensive loss | 1,466,000 | 2,000 | 1,468,000 | |||
Comprehensive income | 60,749,000 | 1,466,000 | 34,000 | 62,249,000 | ||
Stock option exercises | $ 4,889,000 | (910,000) | 3,979,000 | |||
Stock option exercises, shares | 113,290 | |||||
Issuance of common stock related to vesting of share units | $ 12,000 | (30,000) | (18,000) | |||
Issuance of common stock related to vesting of share units, shares | 462 | |||||
Share based continuing employment costs related to business combination | 2,678,000 | 2,678,000 | ||||
Stock option compensation expense | 1,909,000 | 1,909,000 | ||||
Equity-classified share unit expense | 4,404,000 | 4,404,000 | ||||
Equity-classified share units dividend equivalents | 137,000 | (137,000) | ||||
Cash dividends paid | (24,356,000) | (26,000) | (24,382,000) | |||
Balance at Jun. 30, 2021 | $ 215,666,000 | $ 51,800,000 | $ 832,037,000 | $ (43,173,000) | $ 5,097,000 | $ 1,061,427,000 |
Balance, shares at Jun. 30, 2021 | 110,366,808 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Operating activities: | ||
Net income | $ 88,920 | $ 75,948 |
Adjustments for items not affecting cash: | ||
Depreciation and amortization expenses | 43,005 | 37,150 |
Stock-based compensation expense | 16,183 | 7,747 |
Deferred income tax expense | 1,719 | 6,657 |
Unrealized foreign exchange loss | (65) | 1,129 |
Gain on disposition of property, plant and equipment | (243) | (1,260) |
Amortization of debt issuance costs | 1,443 | 1,577 |
Amortization of right-of-use assets | 6,280 | 6,318 |
Gain on contingent consideration from equity investment | (1,700) | |
Other, net | 1,568 | 1,934 |
Net changes in operating assets and liabilities | 52,577 | 62,824 |
Net cash provided by operating activities | 211,387 | 198,324 |
Investing activities: | ||
Acquisition of Rouse, net of cash acquired | 728 | |
Property, plant and equipment additions | (4,616) | (6,140) |
Proceeds on disposition of property, plant and equipment | 342 | 16,106 |
Intangible asset additions | (17,361) | (13,244) |
Issuance of loans receivable | (2,622) | (2,985) |
Repayment of loans receivable | 226 | 203 |
Distribution from equity investment | 4,212 | |
Proceeds on contingent consideration from equity investment | 1,700 | |
Net cash used in investing activities | (23,303) | (148) |
Financing activities: | ||
Share repurchase | (53,170) | |
Dividends paid to stockholders | (48,537) | (43,586) |
Dividends paid to NCI | (26) | |
Proceeds from exercise of options and share option plans | 10,699 | 19,425 |
Payment of withholding taxes on issuance of shares | (9,155) | (3,321) |
Net increase (decrease) in short-term debt | 6,842 | 15,858 |
Repayment of long-term debt | (5,328) | (8,633) |
Repayment of finance lease obligations | (5,355) | (4,384) |
Net cash used in financing activities | (50,860) | (77,811) |
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash | (1,396) | (2,608) |
Increase | 135,828 | 117,757 |
Beginning of period | 306,895 | 420,256 |
Cash, cash equivalents, and restricted cash, end of period | $ 442,723 | $ 538,013 |
General Information
General Information | 6 Months Ended |
Jun. 30, 2021 | |
General Information | |
General Information | 1. General information Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”) provide a marketplace for insights, services and transaction solutions for commercial assets. The Company offers its customers end-to-end transaction solutions for used commercial and other durable assets through its omnichannel platform, which includes auctions, online marketplaces, listing services, and private brokerage services. The Company also offers a wide array of value-added services connected to commercial assets as well as asset management software and data as a service solutions to help customers make more accurate and reliable business decisions. Ritchie Bros. Auctioneers Incorporated is a company incorporated in Canada under the Canada Business Corporations Act, whose shares are publicly traded on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”). |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant accounting policies (a) Basis of preparation These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). They include the accounts of Ritchie Bros. Auctioneers Incorporated and its subsidiaries 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, 2020, 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. In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which quickly spread throughout the world. The extent of the ongoing impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives, will depend on future developments, including the duration and spread of the pandemic in light of new variants, time of mass vaccine distribution, and any related restrictions placed by respective global governments, as well as supply and demand impacts driven by our consignor and buyer base, all of which are uncertain and cannot be easily predicted. Given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on its business operations, results of operations, cash flows or financial performance. (b) Revenue recognition Revenues are comprised of: ● Service revenue, including the following: i. Revenue from auction and marketplace (“A&M”) activities, including commissions earned at our live and online bidding 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 revenue, including revenue from listing services, refurbishment, logistical services, financing, appraisals, data subscriptions , fees associated with private market transactions and other ancillary service fees; and ● Inventory sales revenue as part of A&M activities 2. Significant accounting policies (continued) (b) Revenue recognition (continued) 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, or a series of distinct goods or services, 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. The transaction price is reduced by estimates of variable consideration such as volume rebates and discounts. All estimates, which are evaluated at each reporting period, are based on the Company’s historical experience, anticipated volumes, and best judgment. For 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. 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 winning bid price of the property sold at auction. Fees are also charged to sellers for listing and inspecting equipment. Other revenue earned in the process of conducting the Company’s auctions include administrative, documentation, and advertising fees. With the final acceptance of the winning bid, the highest bidder becomes legally obligated to pay the full purchase price, which is the winning bid of the property purchased and the seller is legally obligated to relinquish the property in exchange for the winning bid price less any seller’s commissions. Commission and fee revenue are recognized on the date of the auction sale upon the final acceptance of the winning bid. 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, service revenues on 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 revenue are recorded net of commissions owed to third parties, which are principally the result of situations when the commission is shared with a consignor in an auction guarantee risk and reward sharing arrangement. 2. Significant accounting policies (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, appraisals, data subscriptions, fees associated with private market transactions and other ancillary service fees. Fees are recognized in the period in which the service is provided or the product is delivered to the customer. Inventory sales revenue Underwritten commission contracts can take the form of inventory contracts. Revenue related to inventory contracts is 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. With the final acceptance of the winning bid, the highest bidder becomes legally obligated to pay the full purchase price, which is the winning bid price of the property purchased. Title to the property is transferred in exchange for the winning bid price, and if applicable, the buyer transaction fee plus applicable taxes. (c) Costs of services Costs of services incurred in earning A&M revenues are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenue, and earning other fee revenue. Direct expenses include direct labour, buildings and facilities charges, travel, advertising and promotion costs and fees paid to unrelated third parties who introduce the Company to equipment sellers who sell property at the Company’s auctions and marketplaces. Costs of services to operate our online marketplace revenue excludes hosting costs where we leverage a shared infrastructure that supports both our internal technology requirements and external sales to our customers. Costs of services incurred to earn online marketplace revenue 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 revenue also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions. Costs of services incurred in earning other fee revenue include ancillary and logistical service expenses, direct labour (including commissions on sales), cloud infrastructure and hosting costs, 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. (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. 2. Significant accounting policies (continued) (e) Share-based payments (continued) Equity-classified share-based payments The cost of equity-settled share-based payment arrangements is recorded based on the estimated fair-value at the grant date and charged to earnings over the vesting period. 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. 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 them in shares. The cost of RSUs granted is measured at the fair value of the underlying RSUs based on the fair value of the Company’s common shares at the grant date. RSUs vest based on the passage of time and include restrictions related to employment. The 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. 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. 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 based on the average price of the Company’s common shares 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 19. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in other non-current liabilities. 2. Significant accounting policies (continued) (f) Leases The Company determines if an arrangement is a lease at inception. The Company may have lease agreements with lease and non-lease components, which are generally accounted for separately. Additionally, for certain vehicle and equipment leases, management applies a portfolio approach to account for the right-of-use ("ROU") assets and liabilities for assets leased with similar lease terms. Operating leases Operating leases are included in other non-current assets, trade and other payables, and other non-current liabilities in our consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less the Company recognizes those lease payments on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. The Company includes lease payments for renewal or termination options in its determination of lease term, ROU asset, and lease liability when it is reasonably certain that the Company will exercise these options. Lease expense for lease payments is recognized on a straight-line basis over the lease term and are included in costs of services and selling, general and administrative ("SG&A") expenses. Finance leases Finance lease ROU assets and liabilities are included in property, plant and equipment, trade and other payables, and other non-current liabilities in our consolidated balance sheets. Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. The Company includes lease payments for renewal, purchase options, or termination options in its determination of lease term, ROU asset, and lease liability when it is reasonably certain that the Company will exercise these options. Finance lease ROU assets are generally amortized over the lease term and are included in depreciation expense. The interest on the finance lease liabilities is included in interest expense. (g) Inventories Inventory consists of equipment and other assets purchased for resale in an upcoming live on site auction or online marketplace event. The Company typically 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. As part of its government business, the Company purchases inventory for resale as part of its commitment to purchase certain surplus government property (note 21). The significant elements of cost include the acquisition price, in-bound transportation costs of the inventory, and make-ready costs to prepare the inventory for sale that are not selling expenses. Write-downs to the carrying value of inventory are recorded in cost of inventory sold on the consolidated income statement. (h) Impairment of long-lived and indefinite-lived assets Long-lived assets, comprised of property, plant and equipment, ROU assets, 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. 2. Significant accounting policies (continued) (h) 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. (i) 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. (j) Business combinations Business combinations are accounted for using the acquisition method. The purchase price is determined based on the fair value of the assets transferred, liabilities incurred, and equity interest issued, after considering any transactions that are separate from the business combination. The Company allocates the aggregate of the fair value of the purchase consideration transferred to the tangible and intangible assets acquired and the liabilities assumed on the basis of their fair values at the date of acquisition, with any excess recorded as goodwill. The fair value determinations require judgment and may involve the use of significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized to the assets and liabilities assumed, with the corresponding offset to goodwill, in the period in which the adjustment amounts are determined. Acquisition-related costs associated with the acquisition are expensed as incurred. 2. Significant accounting policies (continued) (k) New and amended accounting standards In March 2020, the FASB issued an update to ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting which addresses the effects of reference rate reform on financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through to December 31, 2022. If elected, and if certain criteria are met, this ASU requires less accounting analysis and recognition for modifications related to reference rate reform. The update issued provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications, hedging relationships, derivatives and other transactions affected by the reference rate reform that reference LIBOR or another reference rate expected to be discontinued. It was announced in March 2021 that LIBOR rates are expected to cease to be published as early as December 31, 2021 and as late as June 30, 2023 depending on the jurisdiction and the term of the rate. As a result, we have assessed the impact of the expected reference rate reform on our consolidated financial statements. Currently, the Company has one contract, the Credit Agreement (see Note 16) that references LIBOR. Our Credit Agreement was modified on August 14, 2020 which included the addition of LIBOR-successor rate language related to the reference rate reform. The Credit Agreement’s modified reference rate reform language does not specify the LIBOR-successor rates to be used, however, it does allow the parties to agree on a successor rate once LIBOR ceases being published, without the requirement for the contract to be modified. As a result, the adoption of the ASU and the recent updates have not and are not expected to have a material impact on our consolidated financial statements. However, if applicable, the Company will use the optional expedients available when reference rate changes occur. |
Significant judgments, estimate
Significant judgments, estimates and assumptions | 6 Months Ended |
Jun. 30, 2021 | |
Significant judgments, estimates and assumptions | |
Significant judgments, estimates and assumptions | 3. Significant judgments, estimates and assumptions The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Future differences arising between actual results and the judgments, estimates and assumptions made by the Company at the reporting date, or future changes to estimates and assumptions, could necessitate adjustments to the underlying reported amounts of assets, liabilities, revenues and expenses in future reporting periods. Judgments, estimates and underlying assumptions are evaluated on an ongoing basis by management and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances and such changes are reflected in the assumptions when they occur. Significant items subject to estimates include the recoverable amounts of goodwill and indefinite-lived intangible assets, the useful lives of long-lived assets and finite-lived intangible assets, share-based compensation, share-based continuing employment costs, the determination of lease term and lease liabilities, deferred income taxes, reserves for tax uncertainties, and other contingencies. Accounting for business combinations requires estimates with respect to the fair value of the assets acquired and liabilities assumed. Such estimates of fair value may require valuation methods which use significant estimates and assumptions. At the acquisition of Rouse Services LLC (“Rouse”), we estimated the fair value of the intangible assets acquired, using a valuation method, which required management to make estimates with respect to expected future cash flows and growth rates, gross margins, attrition rates, royalty rates, discount rates, terminal value, and forecast period. The Company based these estimates on historical and anticipated results, industry trends, economic analysis, and various other assumptions that it believes are reasonable, including assumptions as to future events. As of June 30, 2021, the Company performed a qualitative assessment of the A&M, Rouse, and Mascus reporting units and the Company concluded there were no indicators of impairment. |
Seasonality
Seasonality | 6 Months Ended |
Jun. 30, 2021 | |
Seasonality | |
Seasonality | 4. Seasonality The Company’s operations are both seasonal and event driven. Revenues tend to be the highest during the second and fourth calendar quarters as the Company generally conducts more auctions during these quarters. Volumes tend to also be lower during the third quarter as supply of used equipment is lower as it is actively being used and not available for sale. Late December through mid-February and mid-July through August are traditionally less active periods. The restrictions imposed and effects of the overall economic environment as a result of the COVID-19 pandemic may continue to impact these trends. |
Business combinations
Business combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business combinations | |
Business combinations | 5. Business combinations Rouse acquisition On December 8, 2020, the Company acquired all of the issued and outstanding units of Rouse for a total purchase price of $251,724,000. The Company paid cash consideration of $250,265,000 of which $2,169,000 was placed in escrow. In the second quarter of 2021, the Company received a post-closing release from escrow of $728,000 related to net working capital adjustments, resulting in total net cash consideration paid of $249,537,000 as of June 30, 2021. Rouse is a leading provider of construction equipment market data intelligence and performance benchmarking solutions. Rouse provides appraisals to asset backed lenders, market intelligence and software to rental companies, contractors and dealers to optimize the used equipment sales process, and comparisons of rental rates, utilization, and other key performance metrics to industry benchmarks for rental companies and dealers. The combination of Rouse with the Company is expected to enhance the data analytics and service offerings available to customers. The acquisition was accounted for in accordance with ASC 805, Business Combinations December 8, 2020 Total cash consideration paid $ 249,537 Equity consideration paid for pre-combination services 1,459 Final purchase price $ 250,996 Rouse purchase price allocation December 8, 2020 Purchase price $ 250,996 Assets acquired: Cash and cash equivalents $ 226 Trade and other receivables 4,601 Other current assets 159 Property, plant and equipment 1,171 Other non-current assets 3,741 Deferred tax assets 7,584 Intangible assets 79,300 Liabilities assumed: Trade and other payables 5,630 Other non-current liabilities 3,188 Deferred tax liabilities 936 Fair value of identifiable net assets acquired 87,028 Goodwill acquired on acquisition $ 163,968 5. Business combinations (continued) Rouse purchase price allocation (continued) The following table summarizes the fair values of the identifiable intangible assets acquired: Fair value Weighted average Asset at acquisition amortization period Customer relationships 71,000 15 years Software and technology assets 7,500 4 years Trade names and trademarks $ 800 2 years Total $ 79,300 13.8 years During the quarter ended March 31, 2021 the Company recorded an adjustment of $603,000 to increase the liabilities assumed and increase the goodwill acquired on acquisition. During the quarter ended June 30, 2021 the Company finalized the net working capital adjustment under the purchase agreement and reduced the purchase price by $728,000. The Company also recorded an adjustment of $1,677,000 to reduce the liabilities assumed on acquisition. These measurement period adjustments, since acquisition, resulted in a total net decrease to goodwill of $1,802,000. The purchase price allocation has been finalized as of June 30, 2021. As at Q2, 2021, $1,169,000 continues to be held in escrow until December 4, 2021 or until such date that a joint decision is made for the funds to be released. Goodwill Goodwill has been assigned and allocated to “Other” for segmented information purposes and is based on an analysis of the fair value of net assets acquired. Goodwill relates to benefits expected from the acquisition of Rouse’s business, its assembled workforce and associated technical expertise, as well as anticipated synergies from the Company’s auction expertise and transactional capabilities to Rouse’s existing customer base. The transaction is considered a taxable business combination and all of the goodwill is deductible for tax purposes. Transactions recognized separately from the acquisition of assets and assumption of liabilities During the three month period ended March 31, 2021, one of the previous unitholders of Rouse, who became an employee of the Company after the acquisition, terminated their employment contract which resulted in the forfeiture of 55,510 shares as no vesting conditions had been achieved and reversal of share based continuing employment costs of $98,000. As a result, as at June 30, 2021, the number of common shares expected to vest is 256,683 and the total unrecognized fair value of the share-based continuing employment costs expected to be recognized is $11,898,000 (Note 18). During the quarter ended June 30, 2021, the Company recorded $3,049,000 acquisition-related costs for legal, advisory, integration and other professional fees, which included $2,678,000 of share-based continuing employment costs. |
Segmented information
Segmented information | 6 Months Ended |
Jun. 30, 2021 | |
Segmented information | |
Segmented information | 6. Segmented 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 Rouse, 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 (“RB Logistics”). Three months ended June 30, 2021 Six months ended June 30, 2021 A&M Other Consolidated A&M Other Consolidated Service revenue $ 211,475 $ 41,273 $ 252,748 $ 382,230 $ 76,548 $ 458,778 Inventory sales revenue 143,613 — 143,613 269,138 — 269,138 Total revenue $ 355,088 $ 41,273 $ 396,361 $ 651,368 $ 76,548 $ 727,916 Costs of services 21,985 17,057 39,042 43,575 31,494 75,069 Cost of inventory sold 131,023 — 131,023 241,770 — 241,770 Selling, general and administrative expenses ("SG&A") 101,417 10,402 111,819 205,762 22,135 227,897 Segment profit $ 100,663 $ 13,814 $ 114,477 $ 160,261 $ 22,919 $ 183,180 Acquisition-related costs 3,049 5,971 Depreciation and amortization expenses ("D&A") 21,935 43,005 Gain on disposition of property, plant and equipment ("PPE") (175) (243) Foreign exchange loss 151 428 Operating income $ 89,517 $ 134,019 Interest expense (8,867) (17,813) Other income, net 1,196 2,198 Income tax expense (21,065) (29,484) Net income $ 60,781 $ 88,920 Three months ended June 30, 2020 Six months ended June 30, 2020 A&M Other Consolidated A&M Other Consolidated Service revenue $ 199,648 $ 34,491 $ 234,139 $ 354,391 $ 62,871 $ 417,262 Inventory sales revenue 154,911 — 154,911 245,043 — 245,043 Total revenue $ 354,559 $ 34,491 $ 389,050 $ 599,434 $ 62,871 $ 662,305 Costs of services 22,190 17,258 39,448 47,285 31,518 78,803 Cost of inventory sold 143,134 — 143,134 224,719 — 224,719 SG&A expenses 94,559 6,073 100,632 186,144 12,873 199,017 Segment profit $ 94,676 $ 11,160 $ 105,836 $ 141,286 $ 18,480 $ 159,766 D&A expenses 17,857 37,150 Gain on disposition of PPE (1,213) (1,260) Foreign exchange loss 392 994 Operating income $ 88,800 $ 122,882 Interest expense (8,882) (18,064) Other income, net 857 4,434 Income tax expense (27,656) (33,304) Net income $ 53,119 $ 75,948 The Chief operating decision maker “CODM” does not evaluate the performance of the Company’s operating segments or assess allocation of resources based on segment assets and liabilities, nor does the Company classify liabilities on a segmented basis. 6. Segmented information (continued) The Company’s geographic breakdown of total revenue is as follows: United States Canada Europe Other Consolidated Total revenue for the three months ended: June 30, 2021 $ 183,391 $ 98,690 $ 55,467 $ 58,813 $ 396,361 June 30, 2020 204,588 97,990 47,430 39,042 389,050 Total revenue for the six months ended: June 30, 2021 $ 390,805 147,168 $ 102,643 $ 87,300 $ 727,916 June 30, 2020 395,118 133,633 73,768 59,786 662,305 |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Revenues | 7. Revenue The Company’s revenue from the rendering of services is as follows: Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Service revenue: Commissions $ 129,334 $ 125,465 $ 233,309 $ 218,950 Fees 123,414 108,674 225,469 198,312 252,748 234,139 458,778 417,262 Inventory sales revenue 143,613 154,911 269,138 245,043 $ 396,361 $ 389,050 $ 727,916 $ 662,305 |
Operating expenses
Operating expenses | 6 Months Ended |
Jun. 30, 2021 | |
Operating expenses | |
Operating expenses | 8. Operating expenses Costs of services Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Ancillary and logistical service expenses $ 14,819 $ 16,060 $ 27,088 $ 28,818 Employee compensation expenses 12,694 11,311 25,385 23,615 Buildings, facilities and technology expenses 2,304 2,076 5,005 6,115 Travel, advertising and promotion expenses 5,299 6,161 9,817 12,736 Other costs of services 3,926 3,840 7,774 7,519 $ 39,042 $ 39,448 $ 75,069 $ 78,803 SG&A expenses Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Wages, salaries and benefits $ 70,191 $ 64,453 $ 148,987 $ 124,541 Share-based compensation expense 7,540 6,354 11,318 8,761 Buildings, facilities and technology expenses 17,479 14,616 34,822 30,207 Travel, advertising and promotion expenses 6,824 4,817 11,986 15,086 Professional fees 5,202 4,577 10,234 9,024 Other SG&A expenses 4,583 5,815 10,550 11,398 $ 111,819 $ 100,632 $ 227,897 $ 199,017 8. Operating expenses (continued) Depreciation and amortization expenses Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Depreciation expense $ 8,345 $ 7,536 $ 16,182 $ 15,573 Amortization expense 13,590 10,321 26,823 21,577 $ 21,935 $ 17,857 $ 43,005 $ 37,150 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income taxes | |
Income taxes | 9. 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. For the three months ended June 30, 2021, income tax expense was $21,065,000 compared to an income tax expense of $27,656,000 for the same period in 2020. The effective tax rate was 26% in the second quarter of 2021, compared to 34% in the second quarter of 2020. The effective tax rate decreased in the three months ended June 30, 2021 compared to the three months ended June 30, 2020 primarily due a decrease in the estimate of non-deductible expenses. Partially offsetting this decrease was a higher estimate of income taxed in jurisdictions with higher tax rates. On April 8, 2020 the United States Department of Treasury and the Internal Revenue Service (“IRS”) clarified income tax benefits related to hybrid financing arrangements would not be deductible (“Hybrid Interest”). The lower estimate of non-deductible expenses is primarily due to the net income tax benefits of approximately $6,228,000 in the twelve months ended December 31, 2019 and $1,072,000 in the three months ended March 31, 2020 which were no longer deductible and accordingly were reversed in the three months ended June 30, 2020. For the six months ended June 30, 2021, income tax expense was $29,484,000, compared to an income tax expense of $33,304,000 for the same period in 2020. The effective tax rate was 25% for the six months ended June 30, 2021, compared to 30% for the six months ended June 30, 2020. The effective tax rate decreased in the six months ended June 30, 2021 compared to the six months ended June 30, 2020 primarily due to the reasons described above. In addition, there was a higher tax deduction for share unit expenses in excess of compensation expense. |
Earnings per share attributable
Earnings per share attributable to stockholders | 6 Months Ended |
Jun. 30, 2021 | |
Earnings per share attributable to stockholders | |
Earnings per share attributable to stockholders | 10. Earnings per share 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 weighted average number of shares of common stock outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include unvested PSUs, unvested RSUs, and outstanding stock options. The dilutive effect of potentially dilutive securities is reflected in diluted EPS 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. Three months ended Six months ended June 30, 2021 June 30, 2021 Net income WA Per Net income WA Per attributable to number share attributable to number share stockholders of shares amount stockholders of shares amount Basic $ 60,749 110,311,615 $ 0.55 $ 88,937 110,144,229 $ 0.81 Effect of dilutive securities: Share units — 322,371 — — 450,752 Stock options — 700,198 — — 707,730 (0.01) Diluted $ 60,749 111,334,184 $ 0.55 $ 88,937 111,302,711 $ 0.80 Three months ended Six months ended June 30, 2020 June 30, 2020 Net income WA Per Net income WA Per attributable to number share attributable to number share stockholders of shares amount stockholders of shares amount Basic $ 53,043 108,387,490 $ 0.49 $ 75,851 108,818,903 $ 0.70 Effect of dilutive securities: Share units — 424,812 — — 505,443 — Stock options — 511,041 — — 579,462 (0.01) Diluted $ 53,043 109,323,343 $ 0.49 $ 75,851 109,903,808 $ 0.69 |
Supplemental cash flow informat
Supplemental cash flow information | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental cash flow information | |
Supplemental cash flow information | 11. Supplemental cash flow information Six months ended June 30, 2021 2020 Trade and other receivables $ (134,522) $ (191,182) Inventory (2,207) 1,447 Advances against auction contracts (761) 5,207 Prepaid expenses and deposits 3,157 1,980 Income taxes receivable (3,847) 2,873 Auction proceeds payable 230,309 222,006 Trade and other payables (20,686) 19,769 Income taxes payable (12,723) 8,852 Operating lease obligation (6,329) (6,167) Other 186 (1,961) Net changes in operating assets and liabilities $ 52,577 $ 62,824 Six months ended June 30, 2021 2020 Interest paid, net of interest capitalized $ 16,387 $ 16,524 Interest received 635 1,265 Net income taxes paid 43,249 13,850 Non-cash purchase of property, plant and equipment under finance lease 4,568 5,930 Non-cash right of use assets obtained (reassessed) in exchange for new lease obligations 9,451 (139) June 30, December 31, 2021 2020 Cash and cash equivalents $ 301,757 $ 278,766 Restricted cash 140,966 28,129 Cash, cash equivalents, and restricted cash $ 442,723 $ 306,895 |
Fair value measurement
Fair value measurement | 6 Months Ended |
Jun. 30, 2021 | |
Fair value measurement | |
Fair value measurement | 12. Fair value measurement All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement or disclosure: ● Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the entity can access at measurement date; ● Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; and ● Level 3: Unobservable inputs for the asset or liability. 12. Fair value measurement (continued) June 30, 2021 December 31, 2020 Carrying Carrying Category amount Fair value amount Fair value Fair values disclosed: Cash and cash equivalents Level 1 $ 301,757 $ 301,757 $ 278,766 $ 278,766 Restricted cash Level 1 140,966 140,966 28,129 28,129 Loan receivables Level 2 8,355 8,849 5,798 6,438 Short-term debt Level 2 35,213 35,213 29,145 29,145 Long-term debt Senior unsecured notes Level 1 493,625 514,075 492,734 514,219 Term loan Level 2 95,425 95,910 97,812 98,420 Long-term revolver loan Level 2 47,439 47,506 46,102 46,184 The carrying value of the Company’s cash and cash equivalents, restricted cash, trade and other receivables, advances against auction contracts, loan receivables maturing within a year, auction proceeds payable, trade and other payables, and short-term debt approximate their fair values due to their short terms to maturity. The fair value of the loan receivables with a maturity date greater than one year is determined by estimating discounted cash flows using market rates. The carrying value of the term loan and long-term revolver loan, before deduction of deferred debt issue costs, approximates their fair value as the interest rates on the loans are short-term in nature. The fair value of the senior unsecured notes is determined by reference to a quoted market price. |
Trade receivables
Trade receivables | 6 Months Ended |
Jun. 30, 2021 | |
Trade and other receivables | |
Trade and other receivables | 13. Trade receivables Trade receivables are generally secured by the equipment that they relate to as it is Company policy that equipment is not released until payment has been collected. The following table presents the activity in the allowance for expected credit losses for the period ended June 30, 2021: Balance, December 31, 2020 (5,467) Current period provision (557) Write-offs charged against the allowance 676 Balance, June 30, 2021 $ (5,348) |
Other current assets
Other current assets | 6 Months Ended |
Jun. 30, 2021 | |
Other current assets | |
Other current assets | 14. Other current assets June 30, December 31, 2021 2020 Advances against auction contracts $ 7,117 $ 6,487 Assets held for sale 242 — Prepaid expenses and deposits 20,417 20,787 $ 27,776 $ 27,274 |
Other non-current assets
Other non-current assets | 6 Months Ended |
Jun. 30, 2021 | |
Other non-current assets | |
Other non-current assets | 15. Other non-current assets June 30, December 31, 2021 2020 Right-of-use assets $ 119,592 $ 116,503 Tax receivable 9,717 11,050 Loans receivable 4,241 4,870 Deferred debt issue costs 1,865 2,263 Other 11,475 12,922 $ 146,890 $ 147,608 Loans receivable As at June 30, 2021, the Company held two non-recourse financing lending arrangements, with a term of one |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Debt | 16. Debt Carrying amount June 30, December 31, 2021 2020 Short-term debt $ 35,213 $ 29,145 Long-term debt: Term loan and long-term revolver loan: Term loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.66%, due in monthly installments of interest only and quarterly installments of principal, maturing in October 2023 95,910 98,420 Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.66%, due in monthly installments of interest only, maturing in October 2023 47,506 46,184 Less: unamortized debt issue costs (552) (690) 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 (6,375) (7,266) Total long-term debt 636,489 636,648 Total debt $ 671,702 $ 665,793 Long-term debt: Current portion $ 10,657 $ 10,360 Non-current portion 625,832 626,288 Total long-term debt $ 636,489 $ 636,648 Short-term debt Short-term debt is comprised of drawings in different currencies on the Company’s committed revolving credit facilities and has a weighted average interest rate of 2.3% (December 31, 2020: 2.3%). Long-term debt a) Term loan and long-term revolver loan On August 14, 2020, the Company entered into an amendment of the Credit Agreement dated October 27, 2016, totaling US$630 million with a syndicate of lenders comprising: (1) Multicurrency revolving facilities of up to US $530 Million (the “Revolving Facilities”), and, (2) A delayed-draw term loan facility of up to US $100 Million (the “Delayed-Draw Facility” and together with the Revolving Facilities, the “Facilities”). b) Senior unsecured notes On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15, 2025 (the “Notes”). Interest on the Notes is payable semi-annually. The Notes are jointly and severally guaranteed on an unsecured basis, subject to certain exceptions, by certain of the Company’s subsidiaries. IronPlanet, Rouse, and certain of their respective subsidiaries were added as additional guarantors in connection with the acquisitions of IronPlanet and Rouse, respectively. As at June 30, 2021, the Company had unused committed revolving credit facilities aggregating $448,349,000 of which $443,349,000 is available until October 27, 2023 subject to certain covenant restrictions. The Company was in compliance with all financial and other covenants applicable to the credit facilities at June 30, 2021 |
Other non-current liabilities
Other non-current liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Other non-current liabilities | |
Other non-current liabilities | 17. Other non-current liabilities June 30, December 31, 2021 2020 Operating lease liability $ 115,130 $ 112,818 Tax payable 18,624 19,706 Finance lease liability 16,265 17,109 Other 6,617 3,367 $ 156,636 $ 153,000 |
Equity and dividends
Equity and dividends | 6 Months Ended |
Jun. 30, 2021 | |
Equity and dividends | |
Equity and dividends | 18. Equity and dividends Share capital Common stock Unlimited number of common shares, without par value. 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. Shares issued for business combination In connection with the acquisition of Rouse, the Company issued 312,193 common shares on December 8, 2020. These shares were issued to certain previous unitholders and employees of Rouse, and their vesting is subject to continuing employment with the Company over a three year period from the acquisition date. The fair value of these common shares was $71.09 based on the fair market value of the Company’s common shares on the date of acquisition. During the first half of 2021, 55,510 common shares were forfeited. As at June 30, 2021, the unrecognized share-based continuing employment costs were $11,898,000, (June 30, 2020: $nil Share repurchase There were no common shares repurchased during the three months ended June 30, 2021 (three months ended June 30, 2020: nil ) and during the six months ended June 30, 2021 (six months ended June 30, 2020: Dividends Declared and paid The Company declared and paid the following dividends during the six months ended June 30, 2021 and 2020: Dividend Total Declaration date per share Record date dividends Payment date Six months ended June 30, 2021: Fourth quarter 2020 January 22, 2021 $ 0.2200 February 12, 2021 $ 24,181 March 5, 2021 First quarter 2021 May 7, 2021 0.2200 May 26, 2021 24,279 June 16, 2021 Six months ended June 30, 2020: Fourth quarter 2019 January 24, 2020 $ 0.2000 February 14, 2020 $ 21,905 March 6, 2020 First quarter 2020 May 6, 2020 0.2000 May 27, 2020 21,681 June 17, 2020 18 . Equity and dividends (continued) Declared and undistributed Subsequent to June 30, 2021, the Company’s Board of Directors declared a quarterly dividend of $0.25 cents per common share, payable on September 15, 2021 to stockholders of record on August 25, 2021. 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 within other comprehensive income include intra-entity foreign currency transactions that are of a long-term investment nature, which generated a net gain of $1,095,000 and a net loss of $2,559,000 for the three and six months ended June 30, 2021 (2020: net gain of $5,158,000 and net loss of $2,334,000). |
Share-based payments
Share-based payments | 6 Months Ended |
Jun. 30, 2021 | |
Share-based payments | |
Share-based payments | 19. Share-based payments Share-based payments consist of the following compensation costs: Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 SG&A expenses: Stock option compensation expense $ 1,909 $ 1,543 $ 3,770 $ 2,730 Equity-classified share units 4,404 3,231 7,557 5,017 Liability-classified share units 526 971 (1,389) (185) Employee share purchase plan - employer contributions 701 610 1,380 1,199 7,540 6,355 11,318 8,761 Acquisition-related costs: Share-based continuing employment costs 2,678 — 5,231 — 2,678 — 5,231 — $ 10,218 $ 6,355 $ 16,549 $ 8,761 Stock option plans The Company has three stock option plans that provide for the award of stock options to selected employees, directors, and officers of the Company: a) Amended and Restated Stock Option Plan, b) IronPlanet 1999 Stock Plan, and c) IronPlanet 2015 Stock Plan. Stock option activity for the six months ended June 30, 2021 is presented below: WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2020 1,985,754 $ 34.95 7.7 $ 68,717 Granted 690,353 54.88 Exercised (311,153) 34.38 7,623 Forfeited (23,808) 46.88 Outstanding, June 30, 2021 2,341,146 40.78 7.9 43,379 Exercisable, June 30, 2021 980,404 $ 31.33 6.3 $ 27,402 19. Share-based payments (continued) The significant assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2021 and 2020 are presented in the following table on a weighted average basis: Six months ended June 30, 2021 2020 Risk free interest rate 0.5 % 0.7 % Expected dividend yield 1.66 % 1.98 % Expected lives of the stock options 4 years 5 years Expected volatility 32.3 % 27.8 % As at June 30, 2021, the unrecognized stock-based compensation cost related to the non-vested stock options was $8,979,000, which is expected to be recognized over a weighted average period of 2.4 years. Share unit plans Share unit activity for the six months ended June 30, 2021 is presented below: Equity-classified awards Liability-classified awards PSUs RSUs DSUs WA grant WA grant WA grant date fair date fair date fair Number value Number value Number value Outstanding, December 31, 2020 542,676 $ 38.09 134,937 $ 39.14 137,514 $ 32.06 Granted 140,455 56.69 29,525 56.59 9,362 56.33 Vested and settled (161,248) 31.14 (88,157) 33.20 — — Forfeited (13,765) 48.33 (5,357) 60.16 — — Outstanding, June 30, 2021 508,118 $ 45.16 70,948 $ 52.21 146,876 $ 33.61 The total market value of liability-classified share units vested and released during the first half of 2021 was nil (December 31, 2020: nil). 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/or performance vesting conditions being met. The PSU Plans allow the Company to choose whether to settle the awards in cash or in shares. The Company intends to settle by issuance of 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. Fair values of PSUs are estimated on grant date using the 20-day volume weighted average price of the Company's common shares listed on the New York Stock Exchange. As at June 30, 2021 the unrecognized share unit expense related to equity-classified PSUs was $14,431,000, which is expected to be recognized over a weighted average period of 2.1 years. RSUs The Company has RSU plans that are equity-settled and not subject to market vesting conditions. Fair values of RSUs are estimated on grant date using the 20-day volume weighted average price of the Company's common shares listed on the New York Stock Exchange. As at June 30, 2021, the unrecognized share unit expense related to equity-classified RSUs was $2,323,000, which is expected to be recognized over a weighted average period of 1.6 years. 19. Share-based payments (continued) DSUs The Company has DSU plans that are cash-settled and not subject to market vesting conditions. Fair values of DSUs are estimated on grant date and at each reporting date. DSUs are granted under the DSU plan to members of the Board of Directors. There is no unrecognized share unit expense related to liability-classified DSUs as they vest immediately and are expensed upon grant. As at June 30, 2021, the Company had a total share unit liability of $8,699,000 (December 31, 2020: $9,597,000) in respect of share units under the DSU plans. Employee share purchase plan The Company has an employee share purchase plan that allows all employees that have completed two months of service to contribute funds to purchase common shares at the current market value at the time of share purchase. Employees may contribute up to 4% of their salary. The Company will match between 50% and 100% of the employee’s contributions, depending on the employee’s length of service with the Company. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Leases | 20. Leases The Company’s breakdown of lease expense is as follows: Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Operating lease cost $ 4,392 $ 3,969 $ 8,992 $ 8,470 Finance lease cost Amortization of leased assets 2,815 2,195 5,403 4,309 Interest on lease liabilities 205 229 426 462 Short-term lease cost 1,922 2,151 4,583 5,031 Sublease income (15) (148) (30) (296) $ 9,319 $ 8,396 $ 19,374 $ 17,976 Operating leases The Company has entered into commercial leases for various auction sites and offices located in North America, Europe, the Middle East, Australia and Asia. The majority of these leases are non-cancellable. The Company also has further operating leases for computer equipment, certain motor vehicles and small office equipment where it is not in the best interest of the Company to purchase these assets. The majority of the Company’s operating leases have a fixed term with a remaining life between one month and 20 years, with renewal options included in the contracts. The leases have varying contract terms, escalation clauses and renewal options. Generally, there are no restrictions placed upon the lessee by entering into these leases, other than restrictions on use of property, sub-letting and alterations. At the inception of a lease, the Company determines whether it is reasonably certain to exercise a renewal option and includes the options in the determination of the lease term and the lease liability where it is reasonably certain to exercise the option. If the Company’s intention is to exercise an option subsequent to the commencement of the lease, the Company will re-assess the lease term. The Company has included certain renewal options in its operating lease liabilities for key property leases for locations that have strategic importance to the Company such as its Corporate Head Office. The Company has not included any purchase options available within its operating lease portfolio in its determination of its operating lease liability. 20. Leases (continued) Operating leases (continued) The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Remainder of 2021 $ 7,344 2022 15,542 2023 13,986 2024 10,855 2025 10,711 Thereafter 108,715 Total future minimum lease payments $ 167,153 less: imputed interest (40,780) Total operating lease liability $ 126,373 less: operating lease liability - current (11,243) Total operating lease liability - non-current $ 115,130 At June 30, 2021 the weighted average remaining lease term for operating leases is 14.6 years and the weighted average discount rate is 3.8%. Finance leases The Company has entered into finance lease arrangements for certain vehicles, computer and yard equipment and office furniture. The majority of the leases have a fixed term with a remaining life of one month to six years with renewal options included in the contracts. In certain of these leases, the Company has the option to purchase the leased asset at fair market value or a stated residual value at the end of the lease term. For certain leases such as vehicle leases the Company has included renewal options in the determination of its lease liabilities. As at June 30, 2021, the net carrying amount of computer and yard equipment and other assets under capital leases is $24,927,000 (December 31, 2020: $25,649,000), and is included in the total property, plant and equipment as disclosed on the consolidated balance sheets. Assets recorded under finance leases are as follows: Accumulated Net book As at June 30, 2021 Cost depreciation value Computer equipment $ 15,820 $ (8,660) $ 7,160 Yard and others 31,670 (13,903) 17,767 $ 47,490 $ (22,563) $ 24,927 Accumulated Net book As at December 31, 2020 Cost depreciation value Computer equipment $ 16,597 $ (8,317) $ 8,280 Yard and others 28,234 (10,865) 17,369 $ 44,831 $ (19,182) $ 25,649 20. Leases (continued) Finance leases (continued) The future aggregate minimum lease payments under non-cancellable finance leases are as follows: Remainder of 2021 $ 5,291 2022 9,073 2023 6,743 2024 4,221 2025 1,275 Thereafter 170 Total future minimum lease payments $ 26,773 less: imputed interest (1,049) Total finance lease liability $ 25,724 less: finance lease liability - current (9,459) Total finance lease liability - non-current $ 16,265 At June 30, 2021 the weighted average remaining lease term for finance leases is 3.1 years and the weighted average discount rate is 3.6%. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2021 | |
Commitments | |
Commitments | 21. Commitments Commitment for inventory purchase In December 2017, the Company entered into a two-year non-rolling stock surplus contract with the U.S. Government Defense Logistics Agency (the “DLA”), the term of which was extended until June 1, 2021 at which point the contract was terminated. Under this contract, the Company committed to purchase between 150,000 and 245,900 assets with an expected minimum value of $11,104,000 and up to $51,028,000 annually to the extent that goods are available from the DLA. From January 1, 2021 to the end of the contract term, June 1, 2021, the Company purchased $18,390,000 under the contract. As at June 30, 2021, the Company has no further commitments under the contract as it has been terminated. On April 1, 2021, the DLA awarded two new contracts to the Company. The new contracts (one for the Eastern portion of the United States and one for the Western portion of the United States) cover both surplus non-rolling and rolling stock. Both contracts commenced on June 1, 2021 and have a base term of two years with three one year renewal options. During the first two years of the new contracts, the Company is committed to purchase on a combined basis up to either: (i) 600,000 assets, or (ii) assets with an expected minimum value of up to $77,000,000; whichever is less. As at June 30, 2021, the Company has purchased 19,813 assets with a total value of $4,244,000 pursuant to the two year period of this contract which commenced on June 1, 2021. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Contingencies | |
Contingencies | 22. Contingencies Legal and other claims The Company is subject to legal and other claims that arise in the ordinary course of its business. Management does not believe that the results of these claims will have a material effect on the Company’s consolidated balance sheet or consolidated income statement. Guarantee contracts In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment. At June 30, 2021, there were $131,872,000 of assets guaranteed under contract, of which 90% is expected to be sold prior to September 30, 2021, with the remainder to be sold by December 31, 2022 (December 31, 2020: $22,773,000 of which 23% was expected to be sold prior to the end of March 31, 2021 with the remainder to be sold by December 31, 2021). The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction. |
Summary of significant accounti
Summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Significant Accounting Policies | |
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, 2020, 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. In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which quickly spread throughout the world. The extent of the ongoing impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives, will depend on future developments, including the duration and spread of the pandemic in light of new variants, time of mass vaccine distribution, and any related restrictions placed by respective global governments, as well as supply and demand impacts driven by our consignor and buyer base, all of which are uncertain and cannot be easily predicted. Given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on its business operations, results of operations, cash flows or financial performance. |
Revenue recognition | (b) Revenue recognition Revenues are comprised of: ● Service revenue, including the following: i. Revenue from auction and marketplace (“A&M”) activities, including commissions earned at our live and online bidding 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 revenue, including revenue from listing services, refurbishment, logistical services, financing, appraisals, data subscriptions , fees associated with private market transactions and other ancillary service fees; and ● Inventory sales revenue as part of A&M activities 2. Significant accounting policies (continued) (b) Revenue recognition (continued) 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, or a series of distinct goods or services, 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. The transaction price is reduced by estimates of variable consideration such as volume rebates and discounts. All estimates, which are evaluated at each reporting period, are based on the Company’s historical experience, anticipated volumes, and best judgment. For 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. 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 winning bid price of the property sold at auction. Fees are also charged to sellers for listing and inspecting equipment. Other revenue earned in the process of conducting the Company’s auctions include administrative, documentation, and advertising fees. With the final acceptance of the winning bid, the highest bidder becomes legally obligated to pay the full purchase price, which is the winning bid of the property purchased and the seller is legally obligated to relinquish the property in exchange for the winning bid price less any seller’s commissions. Commission and fee revenue are recognized on the date of the auction sale upon the final acceptance of the winning bid. 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, service revenues on 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 revenue are recorded net of commissions owed to third parties, which are principally the result of situations when the commission is shared with a consignor in an auction guarantee risk and reward sharing arrangement. 2. Significant accounting policies (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, appraisals, data subscriptions, fees associated with private market transactions and other ancillary service fees. Fees are recognized in the period in which the service is provided or the product is delivered to the customer. Inventory sales revenue Underwritten commission contracts can take the form of inventory contracts. Revenue related to inventory contracts is 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. With the final acceptance of the winning bid, the highest bidder becomes legally obligated to pay the full purchase price, which is the winning bid price of the property purchased. Title to the property is transferred in exchange for the winning bid price, and if applicable, the buyer transaction fee plus applicable taxes. |
Costs of services | (c) Costs of services Costs of services incurred in earning A&M revenues are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenue, and earning other fee revenue. Direct expenses include direct labour, buildings and facilities charges, travel, advertising and promotion costs and fees paid to unrelated third parties who introduce the Company to equipment sellers who sell property at the Company’s auctions and marketplaces. Costs of services to operate our online marketplace revenue excludes hosting costs where we leverage a shared infrastructure that supports both our internal technology requirements and external sales to our customers. Costs of services incurred to earn online marketplace revenue 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 revenue also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions. Costs of services incurred in earning other fee revenue include ancillary and logistical service expenses, direct labour (including commissions on sales), cloud infrastructure and hosting costs, 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. 2. Significant accounting policies (continued) (e) Share-based payments (continued) Equity-classified share-based payments The cost of equity-settled share-based payment arrangements is recorded based on the estimated fair-value at the grant date and charged to earnings over the vesting period. 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. 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 them in shares. The cost of RSUs granted is measured at the fair value of the underlying RSUs based on the fair value of the Company’s common shares at the grant date. RSUs vest based on the passage of time and include restrictions related to employment. The 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. 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. 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 based on the average price of the Company’s common shares 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 19. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest. The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in other non-current liabilities. |
Leases | (f) Leases The Company determines if an arrangement is a lease at inception. The Company may have lease agreements with lease and non-lease components, which are generally accounted for separately. Additionally, for certain vehicle and equipment leases, management applies a portfolio approach to account for the right-of-use ("ROU") assets and liabilities for assets leased with similar lease terms. Operating leases Operating leases are included in other non-current assets, trade and other payables, and other non-current liabilities in our consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less the Company recognizes those lease payments on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. The Company includes lease payments for renewal or termination options in its determination of lease term, ROU asset, and lease liability when it is reasonably certain that the Company will exercise these options. Lease expense for lease payments is recognized on a straight-line basis over the lease term and are included in costs of services and selling, general and administrative ("SG&A") expenses. Finance leases Finance lease ROU assets and liabilities are included in property, plant and equipment, trade and other payables, and other non-current liabilities in our consolidated balance sheets. |
Inventories | (g) Inventories Inventory consists of equipment and other assets purchased for resale in an upcoming live on site auction or online marketplace event. The Company typically 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. As part of its government business, the Company purchases inventory for resale as part of its commitment to purchase certain surplus government property (note 21). The significant elements of cost include the acquisition price, in-bound transportation costs of the inventory, and make-ready costs to prepare the inventory for sale that are not selling expenses. Write-downs to the carrying value of inventory are recorded in cost of inventory sold on the consolidated income statement. |
Impairment of long-lived and indefinite-lived assets | (h) Impairment of long-lived and indefinite-lived assets Long-lived assets, comprised of property, plant and equipment, ROU assets, 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. 2. Significant accounting policies (continued) (h) 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 | (i) 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. |
Business combinations | (j) Business combinations Business combinations are accounted for using the acquisition method. The purchase price is determined based on the fair value of the assets transferred, liabilities incurred, and equity interest issued, after considering any transactions that are separate from the business combination. The Company allocates the aggregate of the fair value of the purchase consideration transferred to the tangible and intangible assets acquired and the liabilities assumed on the basis of their fair values at the date of acquisition, with any excess recorded as goodwill. The fair value determinations require judgment and may involve the use of significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. The purchase price allocation may be provisional during a measurement period of up to one year to provide reasonable time to obtain the information necessary to identify and measure the assets acquired and liabilities assumed. Any such measurement period adjustments are recognized to the assets and liabilities assumed, with the corresponding offset to goodwill, in the period in which the adjustment amounts are determined. Acquisition-related costs associated with the acquisition are expensed as incurred. |
New and amended accounting standards | (k) New and amended accounting standards In March 2020, the FASB issued an update to ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting which addresses the effects of reference rate reform on financial reporting. ASU 2020-04 is effective for all entities as of March 12, 2020 through to December 31, 2022. If elected, and if certain criteria are met, this ASU requires less accounting analysis and recognition for modifications related to reference rate reform. The update issued provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications, hedging relationships, derivatives and other transactions affected by the reference rate reform that reference LIBOR or another reference rate expected to be discontinued. It was announced in March 2021 that LIBOR rates are expected to cease to be published as early as December 31, 2021 and as late as June 30, 2023 depending on the jurisdiction and the term of the rate. As a result, we have assessed the impact of the expected reference rate reform on our consolidated financial statements. Currently, the Company has one contract, the Credit Agreement (see Note 16) that references LIBOR. Our Credit Agreement was modified on August 14, 2020 which included the addition of LIBOR-successor rate language related to the reference rate reform. The Credit Agreement’s modified reference rate reform language does not specify the LIBOR-successor rates to be used, however, it does allow the parties to agree on a successor rate once LIBOR ceases being published, without the requirement for the contract to be modified. As a result, the adoption of the ASU and the recent updates have not and are not expected to have a material impact on our consolidated financial statements. However, if applicable, the Company will use the optional expedients available when reference rate changes occur. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business combinations | |
Schedule of fair value of consideration transferred at the date of acquisition | December 8, 2020 Total cash consideration paid $ 249,537 Equity consideration paid for pre-combination services 1,459 Final purchase price $ 250,996 |
Schedule of purchase price allocation | December 8, 2020 Purchase price $ 250,996 Assets acquired: Cash and cash equivalents $ 226 Trade and other receivables 4,601 Other current assets 159 Property, plant and equipment 1,171 Other non-current assets 3,741 Deferred tax assets 7,584 Intangible assets 79,300 Liabilities assumed: Trade and other payables 5,630 Other non-current liabilities 3,188 Deferred tax liabilities 936 Fair value of identifiable net assets acquired 87,028 Goodwill acquired on acquisition $ 163,968 |
Schedule of fair values of the identifiable intangible assets acquired and their related estimated useful lives | Fair value Weighted average Asset at acquisition amortization period Customer relationships 71,000 15 years Software and technology assets 7,500 4 years Trade names and trademarks $ 800 2 years Total $ 79,300 13.8 years |
Segmented information (Tables)
Segmented information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segmented information | |
Schedule of Revenue and Net income by Segment | Three months ended June 30, 2021 Six months ended June 30, 2021 A&M Other Consolidated A&M Other Consolidated Service revenue $ 211,475 $ 41,273 $ 252,748 $ 382,230 $ 76,548 $ 458,778 Inventory sales revenue 143,613 — 143,613 269,138 — 269,138 Total revenue $ 355,088 $ 41,273 $ 396,361 $ 651,368 $ 76,548 $ 727,916 Costs of services 21,985 17,057 39,042 43,575 31,494 75,069 Cost of inventory sold 131,023 — 131,023 241,770 — 241,770 Selling, general and administrative expenses ("SG&A") 101,417 10,402 111,819 205,762 22,135 227,897 Segment profit $ 100,663 $ 13,814 $ 114,477 $ 160,261 $ 22,919 $ 183,180 Acquisition-related costs 3,049 5,971 Depreciation and amortization expenses ("D&A") 21,935 43,005 Gain on disposition of property, plant and equipment ("PPE") (175) (243) Foreign exchange loss 151 428 Operating income $ 89,517 $ 134,019 Interest expense (8,867) (17,813) Other income, net 1,196 2,198 Income tax expense (21,065) (29,484) Net income $ 60,781 $ 88,920 Three months ended June 30, 2020 Six months ended June 30, 2020 A&M Other Consolidated A&M Other Consolidated Service revenue $ 199,648 $ 34,491 $ 234,139 $ 354,391 $ 62,871 $ 417,262 Inventory sales revenue 154,911 — 154,911 245,043 — 245,043 Total revenue $ 354,559 $ 34,491 $ 389,050 $ 599,434 $ 62,871 $ 662,305 Costs of services 22,190 17,258 39,448 47,285 31,518 78,803 Cost of inventory sold 143,134 — 143,134 224,719 — 224,719 SG&A expenses 94,559 6,073 100,632 186,144 12,873 199,017 Segment profit $ 94,676 $ 11,160 $ 105,836 $ 141,286 $ 18,480 $ 159,766 D&A expenses 17,857 37,150 Gain on disposition of PPE (1,213) (1,260) Foreign exchange loss 392 994 Operating income $ 88,800 $ 122,882 Interest expense (8,882) (18,064) Other income, net 857 4,434 Income tax expense (27,656) (33,304) Net income $ 53,119 $ 75,948 |
Geographic Information of Revenue | United States Canada Europe Other Consolidated Total revenue for the three months ended: June 30, 2021 $ 183,391 $ 98,690 $ 55,467 $ 58,813 $ 396,361 June 30, 2020 204,588 97,990 47,430 39,042 389,050 Total revenue for the six months ended: June 30, 2021 $ 390,805 147,168 $ 102,643 $ 87,300 $ 727,916 June 30, 2020 395,118 133,633 73,768 59,786 662,305 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue | |
Revenue from the Rendering of Services | Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Service revenue: Commissions $ 129,334 $ 125,465 $ 233,309 $ 218,950 Fees 123,414 108,674 225,469 198,312 252,748 234,139 458,778 417,262 Inventory sales revenue 143,613 154,911 269,138 245,043 $ 396,361 $ 389,050 $ 727,916 $ 662,305 |
Operating expenses (Tables)
Operating expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Operating expenses | |
Schedule of Direct Operating Expenses | Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Ancillary and logistical service expenses $ 14,819 $ 16,060 $ 27,088 $ 28,818 Employee compensation expenses 12,694 11,311 25,385 23,615 Buildings, facilities and technology expenses 2,304 2,076 5,005 6,115 Travel, advertising and promotion expenses 5,299 6,161 9,817 12,736 Other costs of services 3,926 3,840 7,774 7,519 $ 39,042 $ 39,448 $ 75,069 $ 78,803 |
Schedule of Selling, General and Administrative Expenses | Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Wages, salaries and benefits $ 70,191 $ 64,453 $ 148,987 $ 124,541 Share-based compensation expense 7,540 6,354 11,318 8,761 Buildings, facilities and technology expenses 17,479 14,616 34,822 30,207 Travel, advertising and promotion expenses 6,824 4,817 11,986 15,086 Professional fees 5,202 4,577 10,234 9,024 Other SG&A expenses 4,583 5,815 10,550 11,398 $ 111,819 $ 100,632 $ 227,897 $ 199,017 |
Schedule of Depreciation and Amortization Expenses | Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Depreciation expense $ 8,345 $ 7,536 $ 16,182 $ 15,573 Amortization expense 13,590 10,321 26,823 21,577 $ 21,935 $ 17,857 $ 43,005 $ 37,150 |
Earnings per share attributab_2
Earnings per share attributable to stockholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings per share attributable to stockholders | |
Computation of Basic and Diluted Earnings Per Share | Three months ended Six months ended June 30, 2021 June 30, 2021 Net income WA Per Net income WA Per attributable to number share attributable to number share stockholders of shares amount stockholders of shares amount Basic $ 60,749 110,311,615 $ 0.55 $ 88,937 110,144,229 $ 0.81 Effect of dilutive securities: Share units — 322,371 — — 450,752 Stock options — 700,198 — — 707,730 (0.01) Diluted $ 60,749 111,334,184 $ 0.55 $ 88,937 111,302,711 $ 0.80 Three months ended Six months ended June 30, 2020 June 30, 2020 Net income WA Per Net income WA Per attributable to number share attributable to number share stockholders of shares amount stockholders of shares amount Basic $ 53,043 108,387,490 $ 0.49 $ 75,851 108,818,903 $ 0.70 Effect of dilutive securities: Share units — 424,812 — — 505,443 — Stock options — 511,041 — — 579,462 (0.01) Diluted $ 53,043 109,323,343 $ 0.49 $ 75,851 109,903,808 $ 0.69 |
Supplemental cash flow inform_2
Supplemental cash flow information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental cash flow information | |
Schedule of Net Changes in Operating Assets and Liabilities | Six months ended June 30, 2021 2020 Trade and other receivables $ (134,522) $ (191,182) Inventory (2,207) 1,447 Advances against auction contracts (761) 5,207 Prepaid expenses and deposits 3,157 1,980 Income taxes receivable (3,847) 2,873 Auction proceeds payable 230,309 222,006 Trade and other payables (20,686) 19,769 Income taxes payable (12,723) 8,852 Operating lease obligation (6,329) (6,167) Other 186 (1,961) Net changes in operating assets and liabilities $ 52,577 $ 62,824 |
Schedule of Supplemental Cash Flow | Six months ended June 30, 2021 2020 Interest paid, net of interest capitalized $ 16,387 $ 16,524 Interest received 635 1,265 Net income taxes paid 43,249 13,850 Non-cash purchase of property, plant and equipment under finance lease 4,568 5,930 Non-cash right of use assets obtained (reassessed) in exchange for new lease obligations 9,451 (139) |
Schedule of Cash, Cash Equivalents and Restricted Cash | June 30, December 31, 2021 2020 Cash and cash equivalents $ 301,757 $ 278,766 Restricted cash 140,966 28,129 Cash, cash equivalents, and restricted cash $ 442,723 $ 306,895 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair value measurement | |
Fair Value Assets Recurring and Nonrecurring | June 30, 2021 December 31, 2020 Carrying Carrying Category amount Fair value amount Fair value Fair values disclosed: Cash and cash equivalents Level 1 $ 301,757 $ 301,757 $ 278,766 $ 278,766 Restricted cash Level 1 140,966 140,966 28,129 28,129 Loan receivables Level 2 8,355 8,849 5,798 6,438 Short-term debt Level 2 35,213 35,213 29,145 29,145 Long-term debt Senior unsecured notes Level 1 493,625 514,075 492,734 514,219 Term loan Level 2 95,425 95,910 97,812 98,420 Long-term revolver loan Level 2 47,439 47,506 46,102 46,184 |
Trade receivables (Tables)
Trade receivables (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Trade and other receivables | |
Schedule of activity in the allowance for expected credit losses | Balance, December 31, 2020 (5,467) Current period provision (557) Write-offs charged against the allowance 676 Balance, June 30, 2021 $ (5,348) |
Other current assets (Tables)
Other current assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other current assets | |
Schedule of Other current assets | June 30, December 31, 2021 2020 Advances against auction contracts $ 7,117 $ 6,487 Assets held for sale 242 — Prepaid expenses and deposits 20,417 20,787 $ 27,776 $ 27,274 |
Other non-current assets (Table
Other non-current assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other non-current assets | |
Schedule of Other non-current assets | June 30, December 31, 2021 2020 Right-of-use assets $ 119,592 $ 116,503 Tax receivable 9,717 11,050 Loans receivable 4,241 4,870 Deferred debt issue costs 1,865 2,263 Other 11,475 12,922 $ 146,890 $ 147,608 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt | |
Schedule of Debt | Carrying amount June 30, December 31, 2021 2020 Short-term debt $ 35,213 $ 29,145 Long-term debt: Term loan and long-term revolver loan: Term loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.66%, due in monthly installments of interest only and quarterly installments of principal, maturing in October 2023 95,910 98,420 Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.66%, due in monthly installments of interest only, maturing in October 2023 47,506 46,184 Less: unamortized debt issue costs (552) (690) 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 (6,375) (7,266) Total long-term debt 636,489 636,648 Total debt $ 671,702 $ 665,793 Long-term debt: Current portion $ 10,657 $ 10,360 Non-current portion 625,832 626,288 Total long-term debt $ 636,489 $ 636,648 |
Other non-current liabilities (
Other non-current liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other non-current liabilities | |
Schedule of other non-current liabilities | June 30, December 31, 2021 2020 Operating lease liability $ 115,130 $ 112,818 Tax payable 18,624 19,706 Finance lease liability 16,265 17,109 Other 6,617 3,367 $ 156,636 $ 153,000 |
Equity and dividends (Tables)
Equity and dividends (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity and dividends | |
Schedule of Quarterly Dividends Declared and Paid | The Company declared and paid the following dividends during the six months ended June 30, 2021 and 2020: Dividend Total Declaration date per share Record date dividends Payment date Six months ended June 30, 2021: Fourth quarter 2020 January 22, 2021 $ 0.2200 February 12, 2021 $ 24,181 March 5, 2021 First quarter 2021 May 7, 2021 0.2200 May 26, 2021 24,279 June 16, 2021 Six months ended June 30, 2020: Fourth quarter 2019 January 24, 2020 $ 0.2000 February 14, 2020 $ 21,905 March 6, 2020 First quarter 2020 May 6, 2020 0.2000 May 27, 2020 21,681 June 17, 2020 |
Share-based payments (Tables)
Share-based payments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based payments | |
Compensation Costs Related to Share-Based Payments | Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 SG&A expenses: Stock option compensation expense $ 1,909 $ 1,543 $ 3,770 $ 2,730 Equity-classified share units 4,404 3,231 7,557 5,017 Liability-classified share units 526 971 (1,389) (185) Employee share purchase plan - employer contributions 701 610 1,380 1,199 7,540 6,355 11,318 8,761 Acquisition-related costs: Share-based continuing employment costs 2,678 — 5,231 — 2,678 — 5,231 — $ 10,218 $ 6,355 $ 16,549 $ 8,761 |
Summary of Stock Option Activity | WA Common WA remaining Aggregate shares under exercise contractual intrinsic option price life (in years) value Outstanding, December 31, 2020 1,985,754 $ 34.95 7.7 $ 68,717 Granted 690,353 54.88 Exercised (311,153) 34.38 7,623 Forfeited (23,808) 46.88 Outstanding, June 30, 2021 2,341,146 40.78 7.9 43,379 Exercisable, June 30, 2021 980,404 $ 31.33 6.3 $ 27,402 |
Summary of Significant Assumptions Used to Estimate the Fair Value of Stock Options | Six months ended June 30, 2021 2020 Risk free interest rate 0.5 % 0.7 % Expected dividend yield 1.66 % 1.98 % Expected lives of the stock options 4 years 5 years Expected volatility 32.3 % 27.8 % |
Summary of Share Unit Activity | Equity-classified awards Liability-classified awards PSUs RSUs DSUs WA grant WA grant WA grant date fair date fair date fair Number value Number value Number value Outstanding, December 31, 2020 542,676 $ 38.09 134,937 $ 39.14 137,514 $ 32.06 Granted 140,455 56.69 29,525 56.59 9,362 56.33 Vested and settled (161,248) 31.14 (88,157) 33.20 — — Forfeited (13,765) 48.33 (5,357) 60.16 — — Outstanding, June 30, 2021 508,118 $ 45.16 70,948 $ 52.21 146,876 $ 33.61 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases | |
Breakdown of Lease Expense | Three months ended Six months ended June 30, June 30, 2021 2020 2021 2020 Operating lease cost $ 4,392 $ 3,969 $ 8,992 $ 8,470 Finance lease cost Amortization of leased assets 2,815 2,195 5,403 4,309 Interest on lease liabilities 205 229 426 462 Short-term lease cost 1,922 2,151 4,583 5,031 Sublease income (15) (148) (30) (296) $ 9,319 $ 8,396 $ 19,374 $ 17,976 |
Future Minimum Operating Lease Payments | Remainder of 2021 $ 7,344 2022 15,542 2023 13,986 2024 10,855 2025 10,711 Thereafter 108,715 Total future minimum lease payments $ 167,153 less: imputed interest (40,780) Total operating lease liability $ 126,373 less: operating lease liability - current (11,243) Total operating lease liability - non-current $ 115,130 |
Information Disclosed on Balance Sheets | Accumulated Net book As at June 30, 2021 Cost depreciation value Computer equipment $ 15,820 $ (8,660) $ 7,160 Yard and others 31,670 (13,903) 17,767 $ 47,490 $ (22,563) $ 24,927 Accumulated Net book As at December 31, 2020 Cost depreciation value Computer equipment $ 16,597 $ (8,317) $ 8,280 Yard and others 28,234 (10,865) 17,369 $ 44,831 $ (19,182) $ 25,649 |
Future Minimum Finance Lease Payments | Remainder of 2021 $ 5,291 2022 9,073 2023 6,743 2024 4,221 2025 1,275 Thereafter 170 Total future minimum lease payments $ 26,773 less: imputed interest (1,049) Total finance lease liability $ 25,724 less: finance lease liability - current (9,459) Total finance lease liability - non-current $ 16,265 |
Significant Accounting Polici_2
Significant Accounting Policies (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Liability Classified Awards [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) - Rouse Services LLC [Member] - USD ($) | Dec. 08, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | |||||
Total purchase price | $ 251,724,000 | ||||
Cash consideration paid, including cash placed in escrow | 250,265,000 | ||||
Total consideration | 250,996,000 | ||||
Cash consideration | 249,537,000 | $ 249,537,000 | |||
Cash consideration, placed in escrow | $ 2,169,000 | ||||
Post-closing release from escrow | 728,000 | ||||
Increase in liabilities assumed | $ 603,000 | ||||
Reduction in purchase price | 728,000 | ||||
Decrease in liabilities assumed | 1,677,000 | ||||
Decrease in goodwill | 1,802,000 | ||||
Escrow deposit | $ 1,169,000 | $ 1,169,000 | |||
Common stock consideration (in shares) | 312,193 | ||||
Vesting period | 3 years | ||||
Common stock consideration fair value | $ 1,459,000 | ||||
Shares forfeited | 55,510 | 55,510 | |||
Reversal of share based continuing employment costs | $ 98,000 | ||||
Number of common shares expected to vest | 256,683 | 256,683 | |||
Unrecognized share based continuing employment costs | $ 11,898,000 | $ 11,898,000 | $ 0 | ||
Acquisition-related costs for legal, advisory, integration and other professional fees | 3,049,000 | ||||
Acquisition related share based continuing employment costs | $ 2,678,000 | ||||
Employment Costs [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock consideration fair value | $ 20,735,000 |
Business Combinations (Schedule
Business Combinations (Schedule of Assets Acquired and Liabilities Assumed) (Details) - Rouse Services LLC [Member] - USD ($) | Dec. 08, 2020 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||
Total cash consideration paid | $ 249,537,000 | $ 249,537,000 |
Equity consideration paid for pre-combination services | 1,459,000 | |
Final purchase price | $ 250,996,000 |
Business Combinations (Schedu_2
Business Combinations (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Dec. 08, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill acquired on acquisition | $ 838,798 | $ 840,610 | |
Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period | 15 years | ||
Software and technology assets [Member] | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period | 4 years | ||
Trade Names and Trademarks [Member] | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period | 2 years | ||
Rouse Services LLC [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 250,996 | ||
Cash and cash equivalents | 226 | ||
Trade and other receivables | 4,601 | ||
Other current assets | 159 | ||
Property, plant and equipment | 1,171 | ||
Other non-current assets | 3,741 | ||
Deferred tax assets | 7,584 | ||
Intangible assets | 79,300 | ||
Trade and other payables | 5,630 | ||
Other non-current liabilities | 3,188 | ||
Deferred tax liabilities | 936 | ||
Fair value of identifiable net assets acquired | 87,028 | ||
Goodwill acquired on acquisition | $ 163,968 | ||
Weighted average amortization period | 13 years 9 months 18 days | ||
Rouse Services LLC [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 71,000 | ||
Rouse Services LLC [Member] | Software and technology assets [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | 7,500 | ||
Rouse Services LLC [Member] | Trade Names and Trademarks [Member] | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 800 |
Segmented information (Narrativ
Segmented information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2021segment | |
Segmented information | |
Number of reportable segments | 1 |
Segmented information (Schedule
Segmented information (Schedule of Revenue and Net income by Segment) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting [Line Items] | ||||
Revenue | $ 396,361,000 | $ 389,050,000 | $ 727,916,000 | $ 662,305,000 |
Selling, general and administrative expenses ("SG&A") | 111,819,000 | 100,632,000 | 227,897,000 | 199,017,000 |
Acquisition-related costs | 3,049,000 | 5,971,000 | ||
Depreciation and amortization expenses ("D&A") | 21,935,000 | 17,857,000 | 43,005,000 | 37,150,000 |
Gain on disposition of property, plant and equipment ("PPE") | (175,000) | (1,213,000) | (243,000) | (1,260,000) |
Foreign exchange loss | 151,000 | 392,000 | 428,000 | 994,000 |
Operating income | 89,517,000 | 88,800,000 | 134,019,000 | 122,882,000 |
Interest expense | (8,867,000) | (8,882,000) | (17,813,000) | (18,064,000) |
Other income, net | 1,196,000 | 857,000 | 2,198,000 | 4,434,000 |
Income tax expense | (21,065,000) | (27,656,000) | (29,484,000) | (33,304,000) |
Net income | 60,781,000 | 53,119,000 | 88,920,000 | 75,948,000 |
Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 396,361,000 | 389,050,000 | 727,916,000 | 662,305,000 |
Selling, general and administrative expenses ("SG&A") | 111,819,000 | 100,632,000 | 227,897,000 | 199,017,000 |
Segment profit | 114,477,000 | 105,836,000 | 183,180,000 | 159,766,000 |
Acquisition-related costs | 3,049,000 | 5,971,000 | ||
Depreciation and amortization expenses ("D&A") | 21,935,000 | 17,857,000 | 43,005,000 | 37,150,000 |
Gain on disposition of property, plant and equipment ("PPE") | (175,000) | (1,213,000) | (243,000) | (1,260,000) |
Foreign exchange loss | 151,000 | 392,000 | 428,000 | 994,000 |
Operating income | 89,517,000 | 88,800,000 | 134,019,000 | 122,882,000 |
Interest expense | (8,867,000) | (8,882,000) | (17,813,000) | (18,064,000) |
Other income, net | 1,196,000 | 857,000 | 2,198,000 | 4,434,000 |
Income tax expense | (21,065,000) | (27,656,000) | (29,484,000) | (33,304,000) |
Net income | 60,781,000 | 53,119,000 | 88,920,000 | 75,948,000 |
Auctions and Marketplaces [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 355,088,000 | 354,559,000 | 651,368,000 | 599,434,000 |
Selling, general and administrative expenses ("SG&A") | 101,417,000 | 94,559,000 | 205,762,000 | 186,144,000 |
Segment profit | 100,663,000 | 94,676,000 | 160,261,000 | 141,286,000 |
Other Reporting Unit [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 41,273,000 | 34,491,000 | 76,548,000 | 62,871,000 |
Selling, general and administrative expenses ("SG&A") | 10,402,000 | 6,073,000 | 22,135,000 | 12,873,000 |
Segment profit | 13,814,000 | 11,160,000 | 22,919,000 | 18,480,000 |
Service Revenue [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 252,748,000 | 234,139,000 | 458,778,000 | 417,262,000 |
Direct expenses | 39,042,000 | 39,448,000 | 75,069,000 | 78,803,000 |
Service Revenue [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 252,748,000 | 234,139,000 | 458,778,000 | 417,262,000 |
Direct expenses | 39,042,000 | 39,448,000 | 75,069,000 | 78,803,000 |
Service Revenue [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 211,475,000 | 199,648,000 | 382,230,000 | 354,391,000 |
Direct expenses | 21,985,000 | 22,190,000 | 43,575,000 | 47,285,000 |
Service Revenue [Member] | Other Reporting Unit [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 41,273,000 | 34,491,000 | 76,548,000 | 62,871,000 |
Direct expenses | 17,057,000 | 17,258,000 | 31,494,000 | 31,518,000 |
Inventory Sales Revenue [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 143,613,000 | 154,911,000 | 269,138,000 | 245,043,000 |
Direct expenses | 131,023,000 | 143,134,000 | 241,770,000 | 224,719,000 |
Inventory Sales Revenue [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 143,613,000 | 154,911,000 | 269,138,000 | 245,043,000 |
Direct expenses | 131,023,000 | 143,134,000 | 241,770,000 | 224,719,000 |
Inventory Sales Revenue [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | ||||
Segment Reporting [Line Items] | ||||
Revenue | 143,613,000 | 154,911,000 | 269,138,000 | 245,043,000 |
Direct expenses | $ 131,023,000 | $ 143,134,000 | $ 241,770,000 | $ 224,719,000 |
Segmented information (Geograph
Segmented information (Geographic Information of Revenue and location of assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 396,361 | $ 389,050 | $ 727,916 | $ 662,305 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 183,391 | 204,588 | 390,805 | 395,118 |
Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 98,690 | 97,990 | 147,168 | 133,633 |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | 55,467 | 47,430 | 102,643 | 73,768 |
Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 58,813 | $ 39,042 | $ 87,300 | $ 59,786 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue | $ 396,361 | $ 389,050 | $ 727,916 | $ 662,305 |
Service Revenue [Member] | ||||
Revenue | 252,748 | 234,139 | 458,778 | 417,262 |
Commission Revenue [Member] | ||||
Revenue | 129,334 | 125,465 | 233,309 | 218,950 |
Fees Revenue [Member] | ||||
Revenue | 123,414 | 108,674 | 225,469 | 198,312 |
Inventory Sales Revenue [Member] | ||||
Revenue | $ 143,613 | $ 154,911 | $ 269,138 | $ 245,043 |
Operating expenses (Schedule of
Operating expenses (Schedule of Direct Operating Expenses) (Details) - Service Revenue [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Ancillary and logistical service expenses | $ 14,819 | $ 16,060 | $ 27,088 | $ 28,818 |
Employee compensation expenses | 12,694 | 11,311 | 25,385 | 23,615 |
Buildings, facilities and technology expenses | 2,304 | 2,076 | 5,005 | 6,115 |
Travel, advertising and promotion expenses | 5,299 | 6,161 | 9,817 | 12,736 |
Other costs of services | 3,926 | 3,840 | 7,774 | 7,519 |
Total direct expenses | $ 39,042 | $ 39,448 | $ 75,069 | $ 78,803 |
Operating expenses (Schedule _2
Operating expenses (Schedule of Selling, General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses | ||||
Wages, salaries and benefits | $ 70,191 | $ 64,453 | $ 148,987 | $ 124,541 |
Share-based compensation expense | 7,540 | 6,354 | 11,318 | 8,761 |
Buildings, facilities and technology expenses | 17,479 | 14,616 | 34,822 | 30,207 |
Travel, advertising and promotion expenses | 6,824 | 4,817 | 11,986 | 15,086 |
Professional fees | 5,202 | 4,577 | 10,234 | 9,024 |
Other SG&A expenses | 4,583 | 5,815 | 10,550 | 11,398 |
Total selling, general and administrative expenses | $ 111,819 | $ 100,632 | $ 227,897 | $ 199,017 |
Operating expenses (Schedule _3
Operating expenses (Schedule of Depreciation and Amortization Expenses) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Operating expenses | ||||
Depreciation expense | $ 8,345 | $ 7,536 | $ 16,182 | $ 15,573 |
Amortization expense | 13,590 | 10,321 | 26,823 | 21,577 |
Total depreciation and amortization expenses | $ 21,935 | $ 17,857 | $ 43,005 | $ 37,150 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | |
Income taxes | ||||||
Income tax expense | $ 21,065,000 | $ 27,656,000 | $ 29,484,000 | $ 33,304,000 | ||
Effective income tax rate | 26.00% | 34.00% | 25.00% | 30.00% | ||
Recorded net income tax benefits no longer deductible | $ 1,072,000 | $ 6,228,000 |
Earnings per share attributab_3
Earnings per share attributable to stockholders (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net income attributable to: | ||||
Basic | $ 60,749 | $ 53,043 | $ 88,937 | $ 75,851 |
Diluted | $ 60,749 | $ 53,043 | $ 88,937 | $ 75,851 |
Weighted average number of shares outstanding: | ||||
Basic | 110,311,615 | 108,387,490 | 110,144,229 | 108,818,903 |
Diluted | 111,334,184 | 109,323,343 | 111,302,711 | 109,903,808 |
Per Share Amount | ||||
Basic | $ 0.55 | $ 0.49 | $ 0.81 | $ 0.70 |
Diluted | $ 0.55 | $ 0.49 | $ 0.80 | $ 0.69 |
Share Units [Member] | ||||
Weighted average number of shares outstanding: | ||||
Effect of dilutive securities: | 322,371 | 424,812 | 450,752 | 505,443 |
Stock Options [Member] | ||||
Weighted average number of shares outstanding: | ||||
Effect of dilutive securities: | 700,198 | 511,041 | 707,730 | 579,462 |
Per Share Amount | ||||
Effect of dilutive securities: | (0.01) | (0.01) |
Supplemental cash flow inform_3
Supplemental cash flow information (Schedule of Net Changes In Operating Assets and Liabilities) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) in Operating Capital [Abstract] | ||
Trade and other receivables | $ (134,522) | $ (191,182) |
Inventory | (2,207) | 1,447 |
Advances against auction contracts | (761) | 5,207 |
Prepaid expenses and deposits | 3,157 | 1,980 |
Income taxes receivable | (3,847) | 2,873 |
Auction proceeds payable | 230,309 | 222,006 |
Trade and other payables | (20,686) | 19,769 |
Income taxes payable | (12,723) | 8,852 |
Operating lease obligation | (6,329) | (6,167) |
Other | 186 | (1,961) |
Net changes in operating assets and liabilities | $ 52,577 | $ 62,824 |
Supplemental cash flow inform_4
Supplemental cash flow information (Schedule of Supplemental cash flow) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of interest capitalized | $ 16,387 | $ 16,524 |
Interest received | 635 | 1,265 |
Net income taxes paid | 43,249 | 13,850 |
Non-cash purchase of property, plant and equipment under capital lease | 4,568 | 5,930 |
Non-cash right of use assets obtained (reassessed) in exchange for new lease obligations | $ 9,451 | $ (139) |
Supplemental cash flow inform_5
Supplemental cash flow information (Schedule of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Supplemental cash flow information | ||||
Cash and cash equivalents | $ 301,757 | $ 278,766 | ||
Restricted cash | 140,966 | 28,129 | ||
Cash, cash equivalents, and restricted cash | $ 442,723 | $ 306,895 | $ 538,013 | $ 420,256 |
Fair value measurement (Details
Fair value measurement (Details) - Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Carrying Amount [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 301,757 | $ 278,766 |
Restricted Cash | 140,966 | 28,129 |
Carrying Amount [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loan receivables | 8,355 | 5,798 |
Fair Value [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 301,757 | 278,766 |
Restricted Cash | 140,966 | 28,129 |
Fair Value [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loan receivables | 8,849 | 6,438 |
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 | 35,213 | 29,145 |
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 | 35,213 | 29,145 |
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 | 493,625 | 492,734 |
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 | 514,075 | 514,219 |
Term Loan and Long-term Revolver Loan [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 | 95,425 | 97,812 |
Term Loan and Long-term Revolver Loan [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 | 95,910 | 98,420 |
Revolver Loan [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 | 47,439 | 46,102 |
Revolver Loan [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 | $ 47,506 | $ 46,184 |
Trade Receivables (Details)
Trade Receivables (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Activity in the allowance for expected credit losses | |
Balance, December 31, 2020 | $ (5,467) |
Current period provision | (557) |
Write-off charged against the allowance | 676 |
Balance, March 31, 2021 | $ (5,348) |
Other current assets (Schedule
Other current assets (Schedule of Other Current Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other current assets | ||
Advances against auction contracts | $ 7,117 | $ 6,487 |
Assets held for sale | 242 | |
Prepaid expenses and deposits | 20,417 | 20,787 |
Other Current Assets | $ 27,776 | $ 27,274 |
Other non-current assets (Narra
Other non-current assets (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Loans receivable | $ 8,355,000 | $ 5,797,000 |
Trade and Other Receivables [Member] | ||
Loans receivable | $ 4,114,000 | $ 927,000 |
Financing Receivable [Member] | Minimum [Member] | ||
Term of financing lending arrangement | 1 year | |
Financing Receivable [Member] | Maximum [Member] | ||
Term of financing lending arrangement | 4 years |
Other non-current assets (Detai
Other non-current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other non-current assets | ||
Right-of-use assets | $ 119,592 | $ 116,503 |
Tax receivable | 9,717 | 11,050 |
Loans receivable | 4,241 | 4,870 |
Deferred debt issue costs | 1,865 | 2,263 |
Other | 11,475 | 12,922 |
Other non-current assets | $ 146,890 | $ 147,608 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Aug. 14, 2020 | Dec. 21, 2016 | |
Debt [Line Items] | |||||
Repayment of debt | $ 5,328 | $ 8,633 | |||
Senior Unsecured Notes [Member] | |||||
Debt [Line Items] | |||||
Unamortized deferred debt issue costs | $ 6,375 | $ 7,266 | |||
Revolving Credit Facility [Member] | |||||
Debt [Line Items] | |||||
Weighted average interest rate | 2.30% | 2.30% | |||
Third Amendment of the Credit Agreement [Member] | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 630,000 | ||||
Committed Revolving Credit Facilities [Member] | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 448,349 | ||||
Available borrowing capacity | 443,349 | ||||
5.375% Senior Unsecured Note, Due January 2025 [Member] | Senior Unsecured Notes [Member] | |||||
Debt [Line Items] | |||||
Principal amount | $ 500,000 | ||||
Outstanding debt | $ 500,000 | $ 500,000 | |||
Interest rate | 5.375% | 5.375% | |||
Maturity date | Jan. 15, 2025 | ||||
Revolving Credit Facility [Member] | Committed Revolving Credit Facilities [Member] | |||||
Debt [Line Items] | |||||
Maturity date | Oct. 27, 2023 | ||||
Multicurrency Revolving Facilities [Member] | Third Amendment of the Credit Agreement [Member] | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | 530,000 | ||||
Delayed-draw Term Loan Facility [Member] | Third Amendment of the Credit Agreement [Member] | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 100,000 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Dec. 21, 2016 | |
Debt [Line Items] | |||
Short-term debt | $ 35,213 | $ 29,145 | |
Total long-term debt | 636,489 | 636,648 | |
Total debt | 671,702 | 665,793 | |
Current portion | 10,657 | 10,360 | |
Non-current portion | 625,832 | 626,288 | |
Term Loan and Long-term Revolver Loan [Member] | |||
Debt [Line Items] | |||
Less: unamortized debt issue costs | (552) | (690) | |
Senior Unsecured Notes [Member] | |||
Debt [Line Items] | |||
Less: unamortized debt issue costs | (6,375) | (7,266) | |
Revolver Loan [Member] | |||
Debt [Line Items] | |||
Long-term Debt | $ 47,506 | 46,184 | |
Weighted average interest rate | 2.66% | ||
2.72% Term Loan, Due October 2021 [Member] | Term Loan and Long-term Revolver Loan [Member] | |||
Debt [Line Items] | |||
Long-term Debt | $ 95,910 | 98,420 | |
Delayed Draw Term Loan, In Canadian Dollars, Available until October 2021 [Member] | Term Loan and Long-term Revolver Loan [Member] | |||
Debt [Line Items] | |||
Weighted average interest rate | 2.66% | ||
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. 15, 2025 |
Other non-current liabilities_2
Other non-current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other non-current liabilities | ||
Operating lease liability | $ 115,130 | $ 112,818 |
Tax payable | 18,624 | 19,706 |
Finance lease liability | 16,265 | 17,109 |
Other | 6,617 | 3,367 |
Total other non-current liabilities | $ 156,636 | $ 153,000 |
Equity and dividends (Narrative
Equity and dividends (Narrative) (Details) - USD ($) | Dec. 08, 2020 | Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Dividends Payable [Line Items] | |||||||
Preferred shares issued | 0 | 0 | |||||
Stock repurchased during period, shares | 0 | 0 | 0 | 1,525,312 | |||
Stock repurchased during period, value | $ 53,170,000 | ||||||
Gain (Loss) from intra-entity foreign currency transactions | $ 1,095,000 | $ 5,158,000 | $ (2,559,000) | (2,334,000) | |||
Subsequent Events [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Dividends declared (USD per share) | $ 0.25 | ||||||
Dividends payable date | Sep. 15, 2021 | ||||||
Dividends, date of record | Aug. 25, 2021 | ||||||
Rouse Services LLC [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Common shares issued (in shares) | 312,193 | ||||||
Vesting period | 3 years | ||||||
Fair value of common shares (per share) | $ 71.09 | ||||||
Unrecognized share based continuing employment costs | $ 11,898,000 | $ 0 | $ 11,898,000 | $ 0 | |||
Unrecognized share based continuing employment costs, weighted average period for recognition | 1 year 8 months 12 days | ||||||
Number of common shares restrictions have not yet vested | 256,683 | ||||||
Shares forfeited | 55,510 | 55,510 |
Equity and dividends (Schedule
Equity and dividends (Schedule of Quarterly Dividends Declared and Paid) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Fourth Quarter 2020 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Jan. 22, 2021 | |
Dividend per share | $ 0.2200 | |
Record date | Feb. 12, 2021 | |
Total dividends | $ 24,181 | |
Payment date | Mar. 5, 2021 | |
First Quarter 2021 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | May 7, 2021 | |
Dividend per share | $ 0.2200 | |
Record date | May 26, 2021 | |
Total dividends | $ 24,279 | |
Payment date | Jun. 16, 2021 | |
Fourth Quarter 2019 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | Jan. 24, 2020 | |
Dividend per share | $ 0.2000 | |
Record date | Feb. 14, 2020 | |
Total dividends | $ 21,905 | |
Payment date | Mar. 6, 2020 | |
First Quarter 2020 [Member] | ||
Dividends Payable [Line Items] | ||
Declaration date | May 6, 2020 | |
Dividend per share | $ 0.2000 | |
Record date | May 27, 2020 | |
Total dividends | $ 21,681 | |
Payment date | Jun. 17, 2020 |
Share-based payments (Narrative
Share-based payments (Narrative) (Details) | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)D | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of trading days of volume weighted average price for fair value estimation | D | 20 | |
Maximum employee contribution, percentage | 4.00% | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employer matching contribution, percentage | 50.00% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employer matching contribution, percentage | 100.00% | |
Stock Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 8,979,000 | |
Unrecognized compensation costs, period for recognition | 2 years 4 months 24 days | |
Performance Share Unit Plans [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market value of shares vested and released | $ 0 | $ 0 |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 14,431,000 | |
Unrecognized compensation costs, period for recognition | 2 years 1 month 6 days | |
Restricted Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 2,323,000 | |
Unrecognized compensation costs, period for recognition | 1 year 7 months 6 days | |
Number of trading days of volume weighted average price for fair value estimation | D | 20 | |
Deferred Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation costs | $ 0 | |
Share unit liability | $ 9,597,000 | $ 8,699,000 |
Share-based payments (Compensat
Share-based payments (Compensation Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total compensation costs related to share based payments | $ 10,218 | $ 6,355 | $ 16,549 | $ 8,761 |
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 1,909 | 1,543 | 3,770 | 2,730 |
Equity-classified share units | 4,404 | 3,231 | 7,557 | 5,017 |
Liability-classified share units | 526 | 971 | (1,389) | (185) |
Employee share purchase plan - employer contributions | 701 | 610 | 1,380 | 1,199 |
Total compensation costs related to share based payments | 7,540 | $ 6,355 | 11,318 | $ 8,761 |
Acquisition-related Costs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share based continuing employment costs | 2,678 | 5,231 | ||
Total compensation costs related to share based payments | $ 2,678 | $ 5,231 |
Share-based payments (Summary o
Share-based payments (Summary of Stock Option Activity) (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based payments | ||
Outstanding beginning balance, Common shares under option | shares | 1,985,754 | |
Granted, Common shares under option | shares | 690,353 | |
Exercised, Common shares under option | shares | (311,153) | |
Forfeited, Common shares under option | shares | (23,808) | |
Outstanding ending balance, Common shares under option | shares | 2,341,146 | 1,985,754 |
Exercisable, Common shares under option | shares | 980,404 | |
Outstanding beginning balance, Weighted average exercise price (per share) | $ / shares | $ 34.95 | |
Granted, Weighted average exercise price (per share) | $ / shares | 54.88 | |
Exercised, Weighted average exercise price (per share) | $ / shares | 34.38 | |
Forfeited, Weighted average exercise price (per share) | $ / shares | 46.88 | |
Outstanding ending balance, Weighted average exercise price (per share) | $ / shares | 40.78 | $ 34.95 |
Exercisable, Weighted average exercise price (per share) | $ / shares | $ 31.33 | |
Outstanding, Weighted average remaining contractual life (in years) | 7 years 10 months 24 days | 7 years 8 months 12 days |
Exercisable, Weighted average remaining contractual life (in years) | 6 years 3 months 18 days | |
Outstanding beginning balance, Aggregate intrinsic value | $ | $ 68,717 | |
Exercised, Aggregate intrinsic value | $ | 7,623 | |
Outstanding ending balance, Aggregate intrinsic value | $ | 43,379 | $ 68,717 |
Exercisable, Aggregate intrinsic value | $ | $ 27,402 |
Share-based payments (Summary_2
Share-based payments (Summary of Stock Option Pricing Assumptions) (Details) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based payments | ||
Risk free interest rate | 0.50% | 0.70% |
Expected dividend yield | 1.66% | 1.98% |
Expected lives of the stock options | 4 years | 5 years |
Expected volatility | 32.30% | 27.80% |
Share-based payments (Summary_3
Share-based payments (Summary of Share Unit Activity) (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Performance Share Units [Member] | Equity Securities [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding beginning balance, Shares | shares | 542,676 |
Granted, Shares | shares | 140,455 |
Vested and settled, Shares | shares | (161,248) |
Forfeited, Shares | shares | (13,765) |
Outstanding ending balance, Shares | shares | 508,118 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 38.09 |
Granted, Weighted average grant date fair value (per share) | $ / shares | 56.69 |
Vested and settled, Weighted average grant date fair value (per share) | $ / shares | 31.14 |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | 48.33 |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 45.16 |
Restricted Share Units [Member] | Equity Securities [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding beginning balance, Shares | shares | 134,937 |
Granted, Shares | shares | 29,525 |
Vested and settled, Shares | shares | (88,157) |
Forfeited, Shares | shares | (5,357) |
Outstanding ending balance, Shares | shares | 70,948 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 39.14 |
Granted, Weighted average grant date fair value (per share) | $ / shares | 56.59 |
Vested and settled, Weighted average grant date fair value (per share) | $ / shares | 33.20 |
Forfeited, Weighted average grant date fair value (per share) | $ / shares | 60.16 |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 52.21 |
Deferred Share Units [Member] | Debt securities | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding beginning balance, Shares | shares | 137,514 |
Granted, Shares | shares | 9,362 |
Outstanding ending balance, Shares | shares | 146,876 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ / shares | $ 32.06 |
Granted, Weighted average grant date fair value (per share) | $ / shares | 56.33 |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ / shares | $ 33.61 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease term | 14 years 7 months 6 days | |
Discount rate | 3.80% | |
Weighted average remaining finance lease term | 3 years 1 month 6 days | |
Finance discount rate | 3.60% | |
Net book value | $ 482,732,000 | $ 492,127,000 |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease fixed term | 1 month | |
Finance lease term | 1 month | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease fixed term | 20 years | |
Finance lease term | 6 years | |
Computer Equipment [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Net book value | $ 7,160,000 | 8,280,000 |
Yard And Others [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Net book value | 17,767,000 | 17,369,000 |
Finance leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Net book value | 24,927,000 | 25,649,000 |
Net book value | $ 24,927,000 | $ 25,649,000 |
Leases (Breakdown of Lease Expe
Leases (Breakdown of Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases | ||||
Operating lease cost | $ 4,392 | $ 3,969 | $ 8,992 | $ 8,470 |
Amortization of leased assets | 2,815 | 2,195 | 5,403 | 4,309 |
Interest on lease liabilities | 205 | 229 | 426 | 462 |
Short-term lease cost | 1,922 | 2,151 | 4,583 | 5,031 |
Sublease income | (15) | (148) | (30) | (296) |
Lease expense | $ 9,319 | $ 8,396 | $ 19,374 | $ 17,976 |
Leases (Future Minimum Operatin
Leases (Future Minimum Operating Lease Payments) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Remainder of 2021 | $ 7,344 | |
2022 | 15,542 | |
2023 | 13,986 | |
2024 | 10,855 | |
2025 | 10,711 | |
Thereafter | 108,715 | |
Total future minimum lease payments | 167,153 | |
less: imputed interest | (40,780) | |
Total operating lease liability | 126,373 | |
less: operating lease liability - current | (11,243) | |
Total operating lease liability - non-current | $ 115,130 | $ 112,818 |
Leases (Assets Recorded Under C
Leases (Assets Recorded Under Capital Leases) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 15,820 | $ 16,597 |
Accumulated depreciation | (8,660) | (8,317) |
Net book value | 7,160 | 8,280 |
Yard And Others [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 31,670 | 28,234 |
Accumulated depreciation | (13,903) | (10,865) |
Net book value | 17,767 | 17,369 |
Finance leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 47,490 | 44,831 |
Accumulated depreciation | (22,563) | (19,182) |
Net book value | $ 24,927 | $ 25,649 |
Leases (Future Minimum Finance
Leases (Future Minimum Finance Lease Payments) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Remainder of 2021 | $ 5,291 | |
2022 | 9,073 | |
2023 | 6,743 | |
2024 | 4,221 | |
2025 | 1,275 | |
Thereafter | 170 | |
Total future minimum lease payments | 26,773 | |
less: imputed interest | (1,049) | |
Total finance lease liability | 25,724 | |
less: finance lease liability - current | (9,459) | |
Total finance lease liability - non-current | $ 16,265 | $ 17,109 |
Commitments (Details)
Commitments (Details) | Jun. 01, 2021USD ($)item | Dec. 31, 2017 | Jun. 30, 2021USD ($)item | May 31, 2021USD ($) | May 31, 2023USD ($)item |
Commitments | |||||
Contract period for inventory purchase | 2 years | 2 years | 2 years | ||
Number of one year renewal options | item | 3 | ||||
Period for options to extend contract period | 1 year | ||||
Purchase commitment quantity | item | 19,813 | ||||
Purchase commitment | $ 77,000,000 | ||||
Purchase commitment amount purchased | $ 18,390,000 | $ 4,244,000 | |||
Minimum [Member] | |||||
Commitments | |||||
Purchase commitment quantity | 150,000 | ||||
Purchase commitment | $ 11,104,000 | ||||
Maximum [Member] | |||||
Commitments | |||||
Purchase commitment quantity | 245,900 | ||||
Purchase commitment | $ 51,028,000 | ||||
Subsequent Events [Member] | |||||
Commitments | |||||
Purchase commitment quantity | item | 600,000 |
Contingencies (Details)
Contingencies (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Contingencies | ||
Assets guaranteed under contract | $ 131,872,000 | $ 22,773,000 |
Percentage of assets expected to be sold | 90.00% | 23.00% |