Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 17, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Fin Stmt Error Correction Flag | false | ||
Document Fin Stmt Restatement Recovery Analysis Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 111,142,700 | ||
Entity Public Float | $ 7,200,381,824 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 1263 | ||
Auditor Location | Vancouver, Canada | ||
Entity Central Index Key | 0001046102 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Income Statements
Consolidated Income Statements - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 1,733,808 | $ 1,416,971 | $ 1,377,260 |
Operating expenses: | |||
Selling, general and administrative | 539,933 | 456,203 | 410,291 |
Acquisition-related costs | 37,261 | 30,197 | 6,014 |
Depreciation and amortization | 97,155 | 87,889 | 74,921 |
Foreign exchange (gain) loss | (954) | 792 | 1,612 |
Total operating expenses | 1,450,096 | 1,178,260 | 1,115,659 |
Gain on disposition of property, plant and equipment | 170,833 | 1,436 | 1,559 |
Operating income | 454,545 | 240,147 | 263,160 |
Interest expense | (57,880) | (36,993) | (35,568) |
Interest income | 6,971 | 1,402 | 2,337 |
Change in fair value of derivatives, net | 1,263 | (1,248) | |
Other income, net | 1,089 | 1,924 | 5,959 |
Income before income taxes | 405,988 | 205,232 | 235,888 |
Income tax expense | 86,230 | 53,378 | 65,530 |
Net income | 319,758 | 151,854 | 170,358 |
Net income attributable to: | |||
Stockholders | 319,657 | 151,868 | 170,095 |
Non-controlling interests | 101 | (14) | 263 |
Net income | $ 319,758 | $ 151,854 | $ 170,358 |
Earnings per share attributable to stockholders: | |||
Basic | $ 2.89 | $ 1.38 | $ 1.56 |
Diluted | $ 2.86 | $ 1.36 | $ 1.54 |
Weighted average number of shares outstanding: | |||
Basic | 110,781,282 | 110,315,782 | 109,054,493 |
Diluted | 111,886,025 | 111,406,830 | 110,310,984 |
Service Revenues [Member] | |||
Revenue: | |||
Total revenue | $ 1,050,583 | $ 917,759 | $ 871,596 |
Operating expenses: | |||
Direct expenses | 168,127 | 155,258 | 164,528 |
Inventory Sales Revenue [Member] | |||
Revenue: | |||
Total revenue | 683,225 | 499,212 | 505,664 |
Operating expenses: | |||
Direct expenses | $ 608,574 | $ 447,921 | $ 458,293 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Statements of Comprehensive Income | |||
Net income | $ 319,758 | $ 151,854 | $ 170,358 |
Other comprehensive income (loss), net of income tax: | |||
Foreign currency translation adjustment | (29,154) | (21,712) | 24,861 |
Total comprehensive income | 290,604 | 130,142 | 195,219 |
Total comprehensive income (loss) attributable to: | |||
Stockholders | 290,526 | 130,190 | 194,899 |
Non-controlling interests | 78 | (48) | 320 |
Total comprehensive income | $ 290,604 | $ 130,142 | $ 195,219 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 494,324 | $ 326,113 |
Restricted cash | 131,622 | 102,875 |
Trade and other receivables | 186,448 | 150,895 |
Less: allowance for credit losses | (3,268) | (4,396) |
Inventory | 103,050 | 102,494 |
Other current assets | 48,341 | 64,346 |
Income taxes receivable | 2,600 | 19,895 |
Total current assets | 963,117 | 762,222 |
Restricted cash | 933,464 | |
Property, plant and equipment | 459,137 | 449,087 |
Other non-current assets | 163,375 | 142,504 |
Intangible assets | 322,652 | 350,516 |
Goodwill | 948,816 | 947,715 |
Deferred tax assets | 6,630 | 7,406 |
Total assets | 2,863,727 | 3,592,914 |
Liabilities and Equity | ||
Auction proceeds payable | 425,716 | 292,789 |
Trade and other liabilities | 294,763 | 280,308 |
Income taxes payable | 41,307 | 5,677 |
Short-term debt | 29,118 | 6,147 |
Current portion of long-term debt | 4,386 | 3,498 |
Total current liabilities | 795,290 | 588,419 |
Long-term debt | 577,111 | 1,733,940 |
Other non-current liabilities | 147,290 | 147,260 |
Deferred tax liabilities | 53,961 | 52,232 |
Total liabilities | 1,573,652 | 2,521,851 |
Commitments and Contingencies (Note 27 and Note 28 respectively) | ||
Share capital: | ||
Common stock; no par value, unlimited shares authorized, issued and outstanding shares: 110,881,363 (December 31, 2021: 110,618,049) | 246,283 | 227,504 |
Additional paid-in capital | 85,261 | 59,535 |
Retained earnings | 1,043,169 | 839,609 |
Accumulated other comprehensive loss | (85,104) | (55,973) |
Stockholders' equity | 1,289,609 | 1,070,675 |
Non-controlling interests | 466 | 388 |
Total stockholders' equity | 1,290,075 | 1,071,063 |
Total liabilities and equity | $ 2,863,727 | $ 3,592,914 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Common stock, no par value | $ 0 | $ 0 |
Common stock, issued shares | 110,881,363 | 110,618,049 |
Common stock, outstanding shares | 110,881,363 | 110,618,049 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Common stock [Member] | Additional paid-in capital ("APIC") [Member] | Retained earnings [Member] | Accumulated other comprehensive income (loss) [Member] | Non-controlling interest ("NCI") [Member] | Total |
Balance at Dec. 31, 2019 | $ 194,771 | $ 52,110 | $ 714,051 | $ (59,099) | $ 5,154 | $ 906,987 |
Balance, shares at Dec. 31, 2019 | 109,337,781 | |||||
Net income | 170,095 | 263 | 170,358 | |||
Other comprehensive loss | 24,804 | 57 | 24,861 | |||
Comprehensive income | 170,095 | 24,804 | 320 | 195,219 | ||
Stock option exercises | $ 55,669 | (11,541) | 44,128 | |||
Stock option exercises, shares | 1,563,941 | |||||
Issuance of common stock related to vesting of share units | $ 3,181 | (9,900) | (6,719) | |||
Issuance of common stock related to vesting of share units, shares | 187,825 | |||||
Issuance of common stock related to business combination | 1,459 | 1,459 | ||||
Issuance of common stock related to business combination, shares | 312,193 | |||||
Share based continuing employment costs related to business combinations | 802 | 802 | ||||
Stock option compensation expense | 5,853 | 5,853 | ||||
Equity-classified share unit expense | 9,897 | 9,897 | ||||
Equity-classified share units dividend equivalents | 491 | (491) | ||||
Cash dividends paid | (91,737) | (320) | (92,057) | |||
Shares repurchased | $ (53,170) | (53,170) | ||||
Shares repurchased, shares | (1,525,312) | |||||
Balance at Dec. 31, 2020 | $ 200,451 | 49,171 | 791,918 | (34,295) | 5,154 | 1,012,399 |
Balance, shares at Dec. 31, 2020 | 109,876,428 | |||||
Net income | 151,868 | (14) | 151,854 | |||
Other comprehensive loss | (21,678) | (34) | (21,712) | |||
Comprehensive income | 151,868 | (21,678) | (48) | 130,142 | ||
Stock option exercises | $ 20,013 | (3,763) | 16,250 | |||
Stock option exercises, shares | 495,021 | |||||
Issuance of common stock related to vesting of share units | $ 2,276 | (11,724) | (9,448) | |||
Issuance of common stock related to vesting of share units, shares | 238,139 | |||||
Forfeiture of common stock related to business combinations | (98) | (98) | ||||
Forfeiture of common stock related to business combinations, shares | (55,510) | |||||
Issuance of common stock related to business combination, shares | 63,971 | |||||
Share based continuing employment costs related to business combinations | $ 4,764 | 6,105 | $ 10,869 | |||
Shares forfeited | (55,510) | |||||
Stock option compensation expense | 8,365 | $ 8,365 | ||||
Equity-classified share unit expense | 12,199 | 12,199 | ||||
Equity-classified share units dividend equivalents | 450 | (450) | ||||
Acquisition of remaining interest in NCI | (1,170) | 70 | (4,614) | (5,714) | ||
Cash dividends paid | (103,797) | (104) | (103,901) | |||
Balance at Dec. 31, 2021 | $ 227,504 | 59,535 | 839,609 | (55,973) | 388 | 1,071,063 |
Balance, shares at Dec. 31, 2021 | 110,618,049 | |||||
Net income | 319,657 | 101 | 319,758 | |||
Other comprehensive loss | (29,131) | (23) | (29,154) | |||
Comprehensive income | 319,657 | (29,131) | 78 | 290,604 | ||
Stock option exercises | $ 7,226 | (1,354) | 5,872 | |||
Stock option exercises, shares | 159,920 | |||||
Issuance of common stock related to vesting of share units | $ 2,905 | (6,814) | (3,909) | |||
Issuance of common stock related to vesting of share units, shares | 103,394 | |||||
Share based continuing employment costs related to business combinations | $ 8,648 | (1,148) | 7,500 | |||
Stock option compensation expense | 12,145 | 12,145 | ||||
Equity-classified share unit expense | 22,019 | 22,019 | ||||
Equity-classified share units dividend equivalents | 878 | (878) | ||||
Cash dividends paid | (115,219) | (115,219) | ||||
Balance at Dec. 31, 2022 | $ 246,283 | $ 85,261 | $ 1,043,169 | $ (85,104) | $ 466 | $ 1,290,075 |
Balance, shares at Dec. 31, 2022 | 110,881,363 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income | $ 319,758 | $ 151,854 | $ 170,358 |
Adjustments for items not affecting cash: | |||
Depreciation and amortization | 97,155 | 87,889 | 74,921 |
Share-based payments expense | 41,664 | 31,335 | 16,552 |
Deferred income tax expense | (253) | 3,859 | 9,152 |
Unrealized foreign exchange (gain) loss | (6,468) | (107) | 2,453 |
Gain on disposition of property, plant and equipment | (170,833) | (1,436) | (1,559) |
Loss on redemption of the 2021 Notes | 4,792 | ||
Amortization of debt issuance costs | 3,872 | 2,926 | 3,123 |
Amortization of right-of-use assets | 19,373 | 12,832 | 12,240 |
Gain on contingent consideration from equity investment | (1,700) | ||
Change in fair value of derivatives | (1,263) | 1,248 | |
Other, net | 4,076 | 2,752 | 1,466 |
Net changes in operating assets and liabilities | 151,182 | 24,434 | (29,134) |
Net cash provided by operating activities | 463,055 | 317,586 | 257,872 |
Investing activities: | |||
Acquisitions, net of cash acquired | (63) | (170,976) | (250,039) |
Property, plant and equipment additions | (31,972) | (9,816) | (14,263) |
Proceeds on disposition of property, plant and equipment | 165,542 | 1,911 | 16,385 |
Intangible asset additions | (39,965) | (33,671) | (28,873) |
Issuance of loans receivable | (22,037) | (2,622) | (9,071) |
Repayment of loans receivable | 5,487 | 1,108 | 3,227 |
Distribution from equity investment | 4,212 | ||
Proceeds on contingent consideration from equity investment | 1,700 | ||
Other, net | 340 | ||
Net cash provided by (used in) investing activities | 77,332 | (214,066) | (276,722) |
Financing activities: | |||
Share repurchase | (53,170) | ||
Dividends paid to stockholders | (115,219) | (103,797) | (91,737) |
Acquisition of remaining interest in NCI | (5,556) | ||
Dividends paid to NCI | (104) | (320) | |
Proceeds from exercise of options and share option plans | 5,872 | 16,250 | 44,128 |
Payment of withholding taxes on issuance of shares | (3,955) | (9,283) | (6,656) |
Net increase (decrease) in short-term debt | 776 | (21,608) | 21,431 |
Proceeds from long-term debt | 1,106,957 | ||
Repayment of long-term debt | (1,131,000) | (5,328) | (13,711) |
Debt issue costs | (4,257) | (5,655) | (2,038) |
Repayment of finance lease obligations | (10,339) | (10,968) | (9,388) |
Net cash provided by (used in) financing activities | (1,258,122) | 960,908 | (111,461) |
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash | (18,771) | (8,871) | 16,950 |
(Decrease) Increase | (736,506) | 1,055,557 | (113,361) |
Beginning of period | 1,362,452 | 306,895 | 420,256 |
Cash, cash equivalents, and restricted cash, end of period | $ 625,946 | $ 1,362,452 | $ 306,895 |
General Information
General Information | 12 Months Ended |
Dec. 31, 2022 | |
General Information | |
General Information | 1. General Information Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”, “Ritchie Bros.”, “we”, “us”, or “our”) 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 New York Stock Exchange (“NYSE”) and the Toronto Stock Exchange (“TSX”). |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies (a) Basis of Preparation These financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and the following accounting policies have been consistently applied, except as otherwise noted, in the preparation of the consolidated financial statements. Unless otherwise indicated, all amounts in the following tables are in thousands except share and per share amounts. On February 24, 2022, the geopolitical situation in Eastern Europe intensified with Russia’s invasion of Ukraine, sharply Reclassification Certain amounts in the prior period financial statements have been reclassified from selling, general and administrative expenses to costs of services for certain employee costs related to equipment inspections to conform to the presentation of the current period financial statements. (b) Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned and non-wholly owned subsidiaries in which the Company has a controlling financial interest either through voting rights or means other than voting rights. All inter-company transactions and balances have been eliminated on consolidation. Where the Company’s ownership interest in a consolidated subsidiary is less than 100%, the non-controlling interests’ share of these non-wholly owned subsidiaries is reported in the Company’s consolidated balance sheets as a separate component of equity or within temporary equity. The non-controlling interests’ share of the net income of these non-wholly owned subsidiaries is reported in the Company’s consolidated income statements as a deduction from the Company’s net earnings to arrive at net income attributable to stockholders of the Company. Investments in entities that the Company has the ability to exercise significant influence over, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial costs and are adjusted for subsequent additional investments and the Company's share of earnings or losses and distributions. 2. Significant Accounting Policies (continued) (b) Basis of Consolidation (continued) The Company consolidates variable interest entities (“VIEs”) if the Company has (a) the power to direct matters that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For VIEs where the Company has shared power with unrelated parties, the Company uses the equity method of accounting to report their results. The determination of the primary beneficiary involves judgment. (c) 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 and software subscriptions and other ancillary and transactional service fees; and ● Inventory sales revenue as part of A&M activities The Company recognizes revenue when control of the promised goods or services is transferred to our customers, or upon completion of the performance obligation, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service, 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 performance obligation is satisfied at the end of the auction process. 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 and stimulates buyer interest through professional marketing techniques by matching 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. 2. Significant Accounting Policies (continued) (c) Revenue Recognition (continued) Service Revenues (continued) 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 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. The Company recognizes a provision for expected collapsed or cancelled sales which is the Company’s best estimate of the service revenues relating to transactions which may not complete and where the buyer may default on its obligation. The Company determines the provision based on historical collapse experience, customer data and reasonable and supportable forecasts of the outcome of such transactions. 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 is 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. 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 and software subscriptions, and other ancillary and transactional service fees. Fees are recognized in the period in which the service is provided or the product is delivered to the customer. 2. Significant Accounting Policies (continued) (c) Revenue Recognition (continued) 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 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. In a private treaty transaction where inventory is sold in a private process or inventory contracts are sold on our online marketplaces, commission and fee revenue is recognized on the date the buyer has obtained control of the asset. (d) 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 labor, 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, and title and lien investigation functions. Costs of services incurred in earning other fee revenue include ancillary and logistical service expenses, direct labor (including commissions on sales), cloud infrastructure and hosting costs, software maintenance fees, and materials. Costs of services exclude depreciation and amortization expenses. (e) 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. 2. Significant Accounting Policies (continued) (f) Share-based Payments The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related arrangement. Equity-classified Share-based Payments The 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. If the PSU includes a market condition, the Company assesses the probability of satisfying the market condition in its estimate of fair value. PSUs vest based on the passage of time and achievement of performance criteria or market conditions. Share-based compensation expense for PSUs with a market condition is recognized regardless of whether the market condition is satisfied subject to continuing service over the requisite service period. 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. 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. 2. Significant Accounting Policies (continued) (f) Share-based Payments (continued) Liability-classified Share-based Payments (continued) 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 25. 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 liabilities while settlements due beyond 12 months of the reporting date are presented in other non-current liabilities. (g) 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 liabilities, 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 is included in costs of services and selling, general and administrative expenses. Finance Leases Finance lease ROU assets and liabilities are included in property, plant and equipment, trade and other liabilities, 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. 2. Significant Accounting Policies (continued) (g) Leases (continued) Sale and Leaseback The transfer of the asset shall not be accounted for as a sale if the leaseback would be classified as a finance lease or a sales-type lease. For sale and leaseback transactions, the Company applies the requirements of ASC 606 Revenue from Contracts with Customers Leases (h) Derivative Financial Instruments Derivative instruments are recorded on the consolidated balance sheet at fair value. Unrealized gains and losses on derivatives not designated in a hedging relationship are recorded as part of operating income (expense) or non-operating income (expense) within change in fair value of derivatives in the consolidated income statement depending on the nature of the derivative. Fair values for derivative instruments are determined using inputs based on market conditions existing at the balance sheet date as well as the settlement date of the derivative, if applicable. Derivatives embedded in non-derivative contracts are recognized separately unless they are closely related to the host contract. (i) Fair Value Measurement Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures financial instruments or discloses select non-financial assets at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortized cost are disclosed in Note 12. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements at fair value are categorized within a fair value hierarchy, as disclosed in Note 12, based on the lowest level input that is significant to the fair value measurement or disclosure. This fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period. For the purposes of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the assets or liability and the level of the fair value hierarchy as explained above. 2. Significant Accounting Policies (continued) (j) Foreign Currency Translation The parent entity’s presentation and functional currency is the United States dollar. The functional currency for each of the parent entity’s subsidiaries is the currency of the primary economic environment in which the entity operates, which is usually the currency of the country of residency. Accordingly, the financial statements of the Company’s subsidiaries that are not denominated in United States dollars have been translated into United States dollars using the exchange rate at the end of each reporting period for asset and liability amounts and the monthly average exchange rate for amounts included in the determination of earnings. Any gains or losses from the translation of asset and liability amounts are included in foreign currency translation adjustment in accumulated other comprehensive income. In preparing the financial statements of the individual subsidiaries, transactions in currencies other than the entity’s functional currency are recognized at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are retranslated at the rates prevailing at that date. Foreign currency differences arising on retranslation of monetary items are recognized in earnings. (k) Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand, deposits with financial institutions, and other short-term, highly liquid investments with original maturity of three months or less when acquired, that are readily convertible to known amounts of cash. (l) Restricted Cash In certain jurisdictions, local laws require the Company to hold cash in segregated bank accounts, which are used to settle auction proceeds payable resulting from live onsite auctions and online marketplace sales conducted in those regions. In addition, the Company also holds cash generated from its online marketplace sales in separate escrow accounts, for settlement of the respective online marketplace transactions as a part of its secured escrow service. Restricted cash balances also include funds held in accounts owned by the Company in support of short-term stand-by letters of credit to provide seller security. Non-current restricted cash consists of funds that are restricted as to withdrawal or use for other than current operations and are designated for expenditure in the acquisition of non-current assets and in business combinations. (m) Trade and Other Receivables Trade receivables principally include amounts due from customers as a result of live onsite auction and online marketplace transactions. The recorded amount reflects the purchase price of the item sold, including the Company’s commission. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer economic data and reasonable and supportable forecasts of future economic conditions. The Company reviews the allowance for credit losses regularly and past due balances are reviewed for collectability. Account balances are charged against the allowance when the Company believes that the receivable will not be recovered. 2. Significant Accounting Policies (continued) (n) Inventory Inventory consists of equipment and other assets purchased for resale in an upcoming live onsite 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 27). 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. (o) Property, Plant and Equipment All property, plant and equipment are stated at cost less accumulated depreciation. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax credits. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to working condition for their intended use, the costs of dismantling and removing items and restoring the site on which they are located (if applicable), and capitalized interest on qualifying assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All repairs and maintenance costs are charged to earnings during the financial period in which they are incurred. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized net within operating income on the income statement. Depreciation is provided to charge the cost of the assets to operations over their estimated useful lives based on their usage as follows: Asset Basis Rate / term Land improvements Declining balance 10 % Buildings Straight-line 15 - 30 years Yard equipment Declining balance 20 - 30 % Automotive equipment Declining balance 30 % Computer software and equipment Straight-line 3 - 5 years Office equipment Declining balance 20 % Leasehold improvements Straight-line Lesser of lease term or economic life No depreciation is provided on freehold land or on assets in the course of construction or development. Depreciation of property, plant and equipment under finance leases is recorded in depreciation expense. Legal obligations to retire and to restore property, plant and equipment and assets under operating leases are recorded at management’s best estimate in the period in which they are incurred, if a reasonable estimate can be made, with a corresponding increase in asset carrying value. The liability is accreted to face value over the remaining estimated useful life of the asset. The Company does not have any significant asset retirement obligations. 2. Significant Accounting Policies (continued) (p) Long-lived Assets Held for Sale Long-lived assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as assets held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are measured at carrying amount in accordance with the Company’s accounting policies. Thereafter, the assets, or disposal group, are measured at the lower of their carrying amount and fair value less cost to sell and are not depreciated. Impairment losses on initial classification as held for sale and subsequent gains or losses on re-measurement are recognized in operating income on the income statement. (q) Intangible Assets Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax credits. Costs of internally developed software and technology assets are amortized on a straight-line basis over the remaining estimated economic life of the software product and technology assets. Costs related to software and technology assets incurred prior to establishing technological feasibility or the beginning of the application development stage of software and technology assets are charged to operations as such costs are incurred. Once technological feasibility is established or the application development stage has begun, directly attributable costs are capitalized until the software and technology assets ar |
Significant Judgments, Estimate
Significant Judgments, Estimates and Assumptions | 12 Months Ended |
Dec. 31, 2022 | |
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, derivative financial instruments and other contingencies. In December 2022, the Company performed a qualitative goodwill assessment of the A&M and Mascus reporting units, and concluded that there were no indicators of impairment. The Company performed a quantitative goodwill assessment of the Rouse and SmartEquip reporting units and concluded that the fair value of both reporting units exceeded their carrying amounts. Significant items subject to estimates and judgments in 2022 were made in accounting for the completed sale and leaseback transaction of our Bolton property (Note 18 & Note 26). The Company determined the following estimates in calculating the gain on sale: the present value of market rental payments of the Bolton property sold, the expected lease term in the leaseback arrangement and the Company’s incremental borrowing rate based on information available at the commencement date of the lease. Accounting for business combinations also 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 SmartEquip, we estimated the fair value of the intangible assets acquired, using valuation methods, 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. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations | |
Business Combinations | 4. Business Combinations Proposed IAA Acquisition On November 7, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization which was subsequently amended on January 22, 2023 (the “Merger Agreement”), pursuant to which it has agreed to acquire IAA, Inc. (“IAA”). Under the terms of the Merger Agreement, IAA stockholders will receive $12.80 in cash and 0.5252 shares of the Company for each share of IAA common stock they own. Pursuant to such terms, the Company will (i) issue approximately 70.3 million shares of its common stock to the stockholders of IAA and (ii) pay to the stockholders of IAA approximately $1.7 billion in cash consideration. In addition, the Company will repay approximately $1.2 billion of IAA’s net debt. Certain outstanding equity awards will also be cancelled and exchanged into equivalent outstanding equity awards covering the Company’s common shares based on the equity award exchange ratio. Upon completion of the acquisition, the Company’s shareholders will own approximately 59% of the common shares of the combined company on a fully diluted basis, IAA’s stockholders will own approximately 37%, and Starboard will own approximately 4% (Note 24). The acquisition of IAA is expected to close in the first half of 2023, subject to the satisfaction of various conditions, including, among other things, (1) the approval of the issuance of our common shares by the affirmative vote of a majority of the votes cast by holders of our outstanding common shares, (2) the adoption of the Merger Agreement by holders of a majority of the outstanding shares of IAA’s common stock, and (3) other customary closing conditions. In connection with the Merger Agreement, the Company entered into a debt commitment letter with certain financial institutions that committed to provide, subject to certain terms and conditions, a bridge loan facility in an aggregate principal amount of up to $2.8 billion and a backstop senior secured revolving credit facility in an aggregate principal amount of up to $750.0 million. On December 9, 2022, the Company subsequently closed an amendment to its existing credit agreement (Note 22) with a syndicate of lenders and obtained commitments for term loan A facility in an aggregate amount of up to $1.8 billion to be used to finance the proposed IAA acquisition. The amendment also allowed the Company to permanently terminate the backstop senior revolving credit commitments and reduce the senior secured bridge facility commitments by the amount of the term loan A facility and the amount of the existing term loans under the existing credit agreement. The Board of Directors of the Company also expects VeriTread Acquisition On January 3, 2023, the Company acquired 8,889,766 units of VeriTread, LLC (“VeriTread”), a Florida limited liability company, for approximately $25.0 million from its existing unitholders and acquired another 1,056,338 units through an investment of $3.0 million cash. As a result, the Company increased its investment in VeriTread from 11% to 75% . VeriTread is a transportation technology company that provides an online marketplace solution for open deck transport, connecting shippers and service providers. Also, on January 3, 2023, the Company entered into a put/call agreement with one of the minority unitholders of VeriTread for their remaining units. Pursuant to this agreement, the minority unitholder has rights, in certain circumstances, to put its remaining units of VeriTread to the Company, subject to VeriTread achieving certain performance targets, and the Company has the right to call the remaining units of the minority unitholder upon achievement of certain integration milestones. 4. Business Combinations (continued) SmartEquip Acquisition On November 2, 2021, the Company acquired all of the issued and outstanding common shares of SmartEquip for a total cash purchase price of $173.7 million. During 2022, the Company finalized the net working capital adjustment under the purchase agreement and increased the purchase price by $0.1 million, resulting in a total purchase price of $173.8 million. The Company also decreased the deferred tax asset acquired by $3.8 million to $5.1 million, with a corresponding adjustment to goodwill, as a result of additional information obtained about the facts and circumstances that existed at the date of the acquisition. Accordingly, the purchase price allocation was finalized. SmartEquip is an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both original equipment manufacturers and dealers. The acquisition was accounted for in accordance with ASC 805, Business Combinations SmartEquip purchase price allocation Purchase price $ 173,806 Assets acquired: Cash and cash equivalents 2,039 Trade and other receivables 2,926 Other current assets 486 Property, plant and equipment 120 Other non-current assets 75 Deferred tax assets 5,098 Intangible assets 71,700 Liabilities assumed: Trade and other liabilities 1,239 Deferred revenue 3,565 Other non-current liabilities 119 Deferred tax liabilities 18,178 Fair value of identifiable net assets acquired 59,343 Goodwill acquired on acquisition $ 114,463 The deferred tax assets are presented net of a valuation allowance of $0.9 million. The following table summarizes the fair values of the identifiable intangible assets acquired: Fair value Weighted average Asset at acquisition amortization period Customer relationships $ 50,700 4 - 15 years Software and technology assets 18,900 7 years Trade names and trademarks 1,000 3 years Backlog 1,100 2 years Total $ 71,700 11.3 years Goodwill relates to benefits expected from the acquisition of SmartEquip’s business, its assembled workforce and associated technical expertise, as well as anticipated synergies from applying the Company’s auction expertise and transactional capabilities to SmartEquip’s existing customer base. The transaction is considered a non-taxable business combination and the goodwill is not deductible for tax purposes. 4. Business Combinations (continued) Euro Auctions Acquisition On August 9, 2021, the Company entered into a Sale and Purchase Agreement (“SPA”) pursuant to which it agreed to purchase Euro Auctions Limited, William Keys & Sons Holdings Limited, Equipment & Plant Services Ltd, and Equipment Sales Ltd. (collectively, “Euro Auctions”), each being a private limited company incorporated in Northern Ireland (the “Euro Auctions Acquisition”). Under the terms of the SPA, the Company was to acquire all of the outstanding shares of Euro Auctions from their existing shareholders for approximately £775.0 million (approximately $1.02 billion) cash consideration, to be paid on closing. On April 29, 2022, the Company made a decision to discontinue the Phase 2 review by the United Kingdom’s Competition and Markets Authority (“CMA”). The SPA automatically terminated on June 28, 2022. In addition, in April 2022, the Company terminated, without cost, its deal contingent forward currency contracts (Note 13) and on May 4, 2022, redeemed all of the 2021 Notes (Note 22) at a redemption price equal to 100% of the original offering price of the notes, plus accrued and unpaid interest. |
Segmented Information
Segmented Information | 12 Months Ended |
Dec. 31, 2022 | |
Segmented Information | |
Segmented Information | 5. 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 onsite auctions, its online auctions and marketplaces, and its brokerage service; and ● Other includes the results of Ritchie Bros. Financial Services (“RBFS”), Rouse, SmartEquip, Mascus & RitchieList online services, and the results from various value-added services and make-ready activities, including the Company’s equipment refurbishment services, and Ritchie Bros. Logistical Services (“RB Logistics”) and appraisals and inspections. 5. Segmented Information (continued) Year ended December 31, 2022 A&M Other Consolidated Service revenue: Commissions $ 485,916 $ — $ 485,916 Fees 366,079 198,588 564,667 Total service revenue 851,995 198,588 1,050,583 Inventory sales revenue 683,225 — 683,225 Total revenue $ 1,535,220 $ 198,588 $ 1,733,808 Costs of services 104,902 63,225 168,127 Cost of inventory sold 608,574 — 608,574 Selling, general and administrative 466,251 73,682 539,933 Segment profit $ 355,493 $ 61,681 $ 417,174 Acquisition-related costs 37,261 Depreciation and amortization 97,155 Foreign exchange gain (954) Total operating expenses $ 1,450,096 Gain on disposition of property, plant and equipment 170,833 Operating income $ 454,545 Interest expense (57,880) Interest income 6,971 Change in fair value of derivatives 1,263 Other income, net 1,089 Income tax expense (86,230) Net income $ 319,758 Year ended December 31, 2021 A&M Other Consolidated Service revenue: Commissions $ 469,718 $ — $ 469,718 Fees 293,408 154,633 448,041 Total service revenue 763,126 154,633 917,759 Inventory sales revenue 499,212 — 499,212 Total revenue $ 1,262,338 $ 154,633 $ 1,416,971 Costs of services 97,423 57,835 155,258 Cost of inventory sold 447,921 — 447,921 Selling, general and administrative 406,360 49,843 456,203 Segment profit $ 310,634 $ 46,955 $ 357,589 Acquisition-related costs 30,197 Depreciation and amortization 87,889 Foreign exchange loss 792 Total operating expenses $ 1,178,260 Gain on disposition of property, plant and equipment 1,436 Operating income $ 240,147 Interest expense (36,993) Interest income 1,402 Change in fair value of derivatives (1,248) Other income, net 1,924 Income tax expense (53,378) Net income $ 151,854 5. Segmented Information (continued) Year ended December 31, 2020 A&M Other Consolidated Service revenue: Commissions $ 452,882 $ — $ 452,882 Fees 291,775 126,939 418,714 Total service revenue 744,657 126,939 871,596 Inventory sales revenue 505,664 — 505,664 Total revenue $ 1,250,321 $ 126,939 $ 1,377,260 Costs of services 103,232 61,296 164,528 Cost of inventory sold 458,293 — 458,293 SG&A expenses 382,254 28,037 410,291 Segment profit $ 306,542 $ 37,606 $ 344,148 Acquisition-related costs 6,014 D&A expenses 74,921 Foreign exchange loss 1,612 Total operating expenses $ 1,115,659 Gain on disposition of property, plant and equipment 1,559 Operating income $ 263,160 Interest expense (35,568) Interest income 2,337 Other income, net 5,959 Income tax expense (65,530) Net income $ 170,358 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. The carrying value s At December 31, 2022 2021 A&M $ 651,539 $ 653,183 Other Mascus 18,846 19,984 Rouse 163,968 163,968 SmartEquip 114,463 110,580 Total Goodwill $ 948,816 $ 947,715 The Company’s geographic information as determined by the revenue and location of assets, which represents property, plant and equipment is as follows: United States Canada Australia Europe Other Consolidated Total revenue for the year ended: December 31, 2022 $ 970,848 $ 375,670 $ 181,339 $ 143,232 $ 62,719 $ 1,733,808 December 31, 2021 748,730 281,105 149,551 183,004 54,581 1,416,971 December 31, 2020 754,815 305,236 119,490 158,999 38,720 1,377,260 United States Canada Australia Europe Other Consolidated Property, plant and equipment: December 31, 2022 $ 241,937 $ 87,264 $ 20,035 $ 86,702 $ 23,199 $ 459,137 December 31, 2021 232,351 93,826 21,478 75,538 25,894 449,087 |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenues. | |
Revenues | 6. Revenues The Company’s revenue from the rendering of services and sale of inventory is as follows: Year ended December 31, 2022 2021 2020 Commissions $ 485,916 $ 469,718 $ 452,882 Fees Auction related fees 366,079 293,408 291,775 Financing fees 68,862 46,991 32,216 Other fees 129,726 107,642 94,723 Service revenue 1,050,583 917,759 871,596 Inventory sales revenue 683,225 499,212 505,664 $ 1,733,808 $ 1,416,971 $ 1,377,260 Auction related fees primarily relate to buyer transaction fees and other fees required to generate revenue from auction and marketplaces activities. Financing fees are fees earned in RBFS relating to loan origination services. Other fees include revenue from other services, including ancillary, parts, data, logistics, inspection, appraisal and online listing services. |
Operating Expenses
Operating Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Operating Expenses | |
Operating Expenses | 7. Operating Expenses Costs of Services Year ended December 31, 2022 2021 2020 Employee compensation expenses $ 66,081 $ 58,808 $ 54,977 Ancillary and logistical service expenses 52,628 52,301 59,982 Travel, advertising and promotion expenses 22,604 18,536 22,636 Other costs of services 14,718 15,426 17,047 Buildings, facilities and technology expenses 12,096 10,187 9,886 $ 168,127 $ 155,258 $ 164,528 Selling, General and Administrative Year ended December 31, 2022 2021 2020 Wages, salaries and benefits $ 323,686 $ 285,535 $ 257,797 Share-based compensation expense 36,961 23,106 21,879 Buildings, facilities and technology expenses 88,852 73,490 62,755 Travel, advertising and promotion expenses 38,024 25,940 25,780 Professional fees 29,819 25,969 18,220 Other selling, general and administrative 22,591 22,163 23,860 $ 539,933 $ 456,203 $ 410,291 7. Operating Expenses (continued) Acquisition-related Costs Acquisition-related costs consist of operating expenses incurred in connection with business combinations, such as due diligence, advisory, legal, integration planning, and share-based continuing employment costs. The following is a summary of our acquisition-related costs: Year ended December 31, 2022 2021 2020 IAA $ 21,282 $ — $ — SmartEquip 3,052 4,965 — Euro Auctions 7,385 13,596 — Rouse 5,414 11,636 6,014 Other 128 — — $ 37,261 $ 30,197 $ 6,014 During the year ended December 31, 2022, the Company incurred $5.1 million (2021: $10.3 million; 2020: $0.8 million) of share-based continuing employment costs for the acquisition of Rouse and $2.4 million (2021: $0.4 million: 2020: nil) for the acquisition of SmartEquip, included within acquisition-related costs. Depreciation and Amortization Expenses Year ended December 31, 2022 2021 2020 Depreciation $ 31,421 $ 32,401 $ 31,330 Amortization 65,734 55,488 43,591 $ 97,155 $ 87,889 $ 74,921 |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2022 | |
Other Income | |
Other Income | 8. Other Income Other income primarily includes rental income, as well as costs relating to settlement of legal disputes. In 2020, the Company recognized $1.7 million of other income related to the contingent consideration received on the disposition of one of the Company’s equity accounted for investments upon achievement of certain financial targets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 9. Income Taxes The expense for the year can be reconciled to income before income taxes as follows: Year ended December 31, 2022 2021 2020 Earnings before income tax $ 405,988 $ 205,232 $ 235,888 Statutory federal and provincial tax rate in British Columbia, Canada 27.00 % 27.00 % 27.00 % Expected income tax expense $ 109,617 $ 55,413 $ 63,690 Non-deductible expenses 7,978 7,853 4,732 Non-taxable gain on capital items (19,457) (265) (60) Changes in the valuation of deferred tax assets (2,302) (355) (2,027) Different tax rates of subsidiaries operating in foreign jurisdictions (6,394) (6,257) (12,016) U.S. tax reform impacts 7 3,584 17,105 Deductions for tax purposes in excess of accounting expenses (754) (2,698) (1,566) Unrecognized tax benefits (1,476) (474) 817 Benefits of deductible stock options (1,518) (2,121) (4,070) Expired losses with full valuation allowance 689 620 725 Other (160) (1,922) (1,800) $ 86,230 $ 53,378 $ 65,530 The income tax expense (recovery) consists of: Year ended December 31, 2022 2021 2020 Canadian: Current tax expense $ 60,897 $ 21,664 $ 27,766 Deferred tax expense 2,725 5,639 3,970 Foreign: Current tax expense before application of operating loss carryforwards 29,573 30,093 30,280 Tax benefit of operating loss carryforwards (3,987) (2,238) (1,668) Total current tax expense 25,586 27,855 28,612 Deferred tax expense before adjustment to opening valuation allowance (2,978) (1,781) 6,127 Adjustment to opening valuation allowance — 1 (945) Total deferred tax (recovery) expense (2,978) (1,780) 5,182 $ 86,230 $ 53,378 $ 65,530 The foreign provision for income taxes is based on foreign pre-tax earnings of $93.1 million, $100.2 million, and $117.2 million in 2022, 2021, and 2020, respectively. The Company’s consolidated financial statements provide for any related tax liability on undistributed earnings that we intend to repatriate in the foreseeable future. At December 31, 2022, income taxes have not been provided on a cumulative total of $744.0 million as we do not foresee repatriating these foreign earnings. The amount of unrecognized deferred tax liability related to these foreign earnings is estimated to be approximately $17.7 million. Earnings retained by subsidiaries and equity-accounted investments amount to approximately $767.0 million (2021: $702.7 million; 2020: $645.8 million). The Company accrues withholding and other taxes that would become payable on the distribution of earnings only to the extent that either the Company does not control the relevant entity or it is expected that these earnings will be remitted in the foreseeable future. 9. Income Taxes (continued) The tax effects of temporary differences that give rise to significant deferred tax assets and deferred tax liabilities were as follows: At December 31, 2022 2021 Deferred tax assets: Working capital $ 15,357 $ 16,622 Property, plant and equipment 5,049 6,098 Share-based compensation 10,580 5,661 Tax losses and tax credit carryforwards 22,131 31,001 Lease liabilities 29,553 28,769 Notes receivable/payable 4,276 760 Other 7,429 6,576 94,375 95,487 Deferred tax liabilities: Property, plant and equipment $ (18,204) $ (18,305) Goodwill (10,564) (7,382) Intangible assets (59,909) (66,320) Right-of-use assets (26,016) (25,606) Long-term debt (131) (3,605) Notes receivable/payable (9,893) (879) Other (7,681) (5,053) (132,398) (127,150) Net deferred tax liabilities $ (38,023) $ (31,663) Valuation allowance (9,308) (13,162) $ (47,331) $ (44,825) At December 31, 2022, the Company had non-capital loss carryforwards that are available to reduce taxable income in the future years. These non-capital loss carryforwards expire as follows: 2023 $ 1,278 2024 194 2025 115 2026 31 2027 and thereafter 39,955 $ 41,573 The Company has capital loss carryforwards of approximately $82.5 million (2021: $82.2 million) available to reduce future capital gains and interest deduction carryforwards of $1.8 million (2021: $2.5 million), both of which carryforward indefinitely. Tax losses are denominated in the currency of the countries in which the respective subsidiaries are located and operate. Fluctuations in currency exchange rates could reduce the U.S. dollar equivalent value of these tax loss and tax credit carry forwards in future years. At December 31, 2022, the Company had gross unrecognized tax benefits of $16.0 million (2021: $18.9 million). Of this total, $6.9 million (2021: $8.6 million) represents the net amount of unrecognized tax benefits that, if recognized, would favorably impact the effective tax rate. 9. Income Taxes (continued) Reconciliation of gross unrecognized tax benefits: At December 31, 2022 2021 Unrecognized tax benefits, beginning of year $ 18,859 $ 20,298 Increases – tax positions taken in prior period 591 452 Increases – tax positions taken in current period 590 1,077 Settlement and lapse of statute of limitations (3,570) (3,303) Currency translation adjustment (479) 335 Unrecognized tax benefits, end of year $ 15,991 $ 18,859 Interest expense and penalties related to unrecognized tax benefits are recorded within the provision for income tax expense on the consolidated income statement. At December 31, 2022, the Company had accrued $3.5 million (2021: $3.9 million) for interest and penalties. In the normal course of business, the Company is subject to audit by the Canadian federal and provincial taxing authorities, by the U.S. federal and various state taxing authorities and by the taxing authorities in various foreign jurisdictions. Tax years ranging from 2014 to 2021 remain subject to examination in Canada, the United States, Luxembourg, and the Netherlands. The Canada Revenue Agency (“CRA”) has been conducting audits of the Company’s 2014, 2015, 2017, 2018 and 2019 taxation years. If the CRA challenges the manner in which the Company has filed its tax returns and reported its income with respect to any of the audits, the Company will have the option to appeal any such decision. While the Company believes it is, and has been, in full compliance with Canadian tax laws and expects to vigorously contest any proposed assessments or any notice of assessments or reassessments received from the CRA, the Company is unable to predict the ultimate outcome of these audits and the final disposition of any appeals pertaining to such audits. If the CRA makes an adverse determination and the Company is unsuccessful in appealing such determination reflected in any assessment or reassessment, then the Company could incur additional income taxes, penalties, and interest, which could have a material negative effect on its operations. On February 13, 2023, the CRA issued a proposal letter to Ritchie Bros. Auctioneers (International) Ltd. asserting that one of its Luxembourg subsidiaries was resident in Canada from 2010 through 2015 and that its worldwide income should be subject to Canadian income taxation. The Luxembourg subsidiary was in operation from 2010 until 2020. In the event that the CRA issues a notice of assessment or reassessment, the Company expects to vigorously contest such notice as the Company disagrees with the assertion regarding Canadian residency. In the event that a court of competent jurisdiction makes a final determination that the income of the Luxembourg subsidiary for 2010 through 2015 was subject to Canadian income tax laws, the Company may ultimately be liable for additional total Canadian federal and provincial income tax of approximately $26.0 million - $30.0 million, exclusive of interest and penalties, for the period specified in the proposal letter. The CRA may also challenge the manner in which the Company has filed its tax returns and reported its income with respect to 2016 to 2020 taxation years and may assert that the income of the Luxembourg subsidiary was subject to Canadian income tax because the Luxembourg subsidiary was also resident in Canada during these years. The Company could then incur additional income taxes, penalties and interest which could have a material negative effect on its operations. |
Earnings Per Share Attributable
Earnings Per Share Attributable to Stockholders | 12 Months Ended |
Dec. 31, 2022 | |
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. Net income WA Per attributable to number share Year ended December 31, 2022 stockholders of shares amount Basic $ 319,657 110,781,282 $ 2.89 Effect of dilutive securities: Share units — 516,144 (0.01) Stock options — 588,599 (0.02) Diluted $ 319,657 111,886,025 $ 2.86 Net income WA Per attributable to number share Year ended December 31, 2021 stockholders of shares amount Basic $ 151,868 110,315,782 $ 1.38 Effect of dilutive securities: Share units — 388,083 (0.01) Stock options — 702,965 (0.01) Diluted $ 151,868 111,406,830 $ 1.36 Net income WA attributable to number Per share Year ended December 31, 2020 stockholders of shares amount Basic $ 170,095 109,054,493 $ 1.56 Effect of dilutive securities: Share units — 541,054 (0.01) Stock options — 715,437 (0.01) Diluted $ 170,095 110,310,984 $ 1.54 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | 11. Supplemental Cash Flow Information Year ended December 31, 2022 2021 2020 Trade and other receivables $ (44,059) $ (11,607) $ 22,079 Inventory (7,209) (21,884) (18,149) Advances against auction contracts (5,730) 2,073 6,705 Prepaid expenses and deposits 2,613 (17,739) 2,196 Income taxes receivable 16,751 (13,457) 13 Auction proceeds payable 143,111 82,484 (74,114) Trade and other liabilities 14,615 27,995 38,078 Income taxes payable 35,179 (11,484) 9,671 Operating lease obligation (12,932) (11,844) (11,162) Other 8,843 (103) (4,451) Net changes in operating assets and liabilities $ 151,182 $ 24,434 $ (29,134) Year ended December 31, 2022 2021 2020 Interest paid, net of interest capitalized $ 38,014 $ 45,048 $ 32,521 Interest received 6,971 1,402 2,338 Net income taxes paid 29,562 71,229 43,398 Non-cash purchase of property, plant and equipment under finance lease 13,365 7,720 11,326 Non-cash right of use assets obtained in exchange for new lease obligations 30,251 13,917 10,588 Non-cash equity consideration in connection with Rouse acquisition — — 1,459 At December 31, 2022 2021 2020 Cash and cash equivalents $ 494,324 $ 326,113 $ 278,766 Restricted cash Current 131,622 102,875 28,129 Non-current — 933,464 — Cash, cash equivalents, and restricted cash $ 625,946 $ 1,362,452 $ 306,895 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
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. December 31, 2022 December 31, 2021 Carrying Carrying Category amount Fair value amount Fair value Fair values disclosed: Cash and cash equivalents Level 1 $ 494,324 $ 494,324 $ 326,113 $ 326,113 Restricted cash Level 1 131,622 131,622 1,036,339 1,036,339 Loans receivable Level 2 23,362 23,283 7,267 7,267 Derivative financial assets Deal contingent forward contract Level 3 — — 751 751 Forward currency contracts Level 2 150 150 — — Derivative financial liabilities Deal contingent forward contract Level 3 — — 2,005 2,005 Forward currency contracts Level 2 29 29 — — Short-term debt Level 2 29,118 29,118 6,147 6,147 Long-term debt Senior unsecured notes (as defined in Note 22) 2016 Notes Level 1 496,331 491,875 494,531 508,125 2021 USD Notes Level 2 — — 598,052 625,125 2021 CAD Notes Level 2 — — 332,337 339,100 Term loan Level 2 85,166 85,523 92,821 93,226 Long-term revolver loans Level 2 — — 219,699 219,772 The carrying values of the Company’s cash and cash equivalents, restricted cash, trade and other receivables, advances against auction contracts, loans receivable maturing within a year, auction proceeds payable, trade and other liabilities, and short-term debt approximate their fair values due to their short terms to maturity. The fair values of the loan receivables with a maturity date greater than one year are determined by estimating discounted cash flows using market rates. The carrying values of the term loan and long-term revolver loans, before deduction of deferred debt issue costs, approximates their fair values as the interest rates on the loans is short-term in nature. The fair values of the senior unsecured notes are determined by reference to a quoted market price of the notes traded in an over-the-counter broker market. The Company holds derivative financial assets and liabilities that are required to be measured at fair value on a recurring basis. The fair values of the deal contingent forward contracts are determined using a probability weighted mark to market valuation and observable Level 2 inputs, including foreign currency spot exchange rates, forward pricing curves, and an unobservable Level 3 input, the expected date of settlement. The change in the valuation of the derivatives due to the range of possible expected settlement dates was not significant to the financial statements. The fair value of the forward currency contracts are determined using observable Level 2 inputs, including foreign currency spot exchange rates and forward pricing curves. The fair value considers the credit risk of the Company and its counterparties. |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 13. Derivative Financial Instruments The Company’s derivative financial instruments are accounted for as derivatives under ASC 815, Derivatives and Hedging The Company enters into forward currency contracts from time to time to manage its exposure to foreign currency exchange rate fluctuations recognized by its subsidiaries on specific monetary loan receivables. In 2022, a loss of $4.6 million was recognized for the change in fair values of the forward currency contracts within foreign exchange loss (gain) in the consolidated income statement (2021: $nil The Company also held two deal contingent foreign exchange forward currency contracts to manage its exposure to foreign currency exchange rate fluctuations against the U.S. and Canadian dollar on £343.0 million £775.0 million £ £ |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other Receivables | |
Trade and Other Receivables | 14. Trade and Other Receivables At December 31, 2022 2021 Trade receivables $ 143,790 $ 123,246 Consumption taxes receivable 31,183 20,359 Loans receivable 8,017 7,267 Other receivables 3,458 23 $ 186,448 $ 150,895 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. Trade receivables are due for settlement within three The following table presents the activity in the allowance for expected credit losses on trade receivables for the period ended December 31, 2022: Balance at December 31, 2021 $ (4,396) Current period provision 65 Write-offs charged against the allowance 1,063 Balance at December 31, 2022 $ (3,268) |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Inventory | 15. Inventory At each period end, inventory is reviewed to ensure that it is recorded at the lower of cost and net realizable value. Specific consideration was given to the valuation of the surplus government inventory. The Company determined that the valuation provision was not significant. During the year ended December 31, 2022, the Company recorded an inventory write-down of $4.4 million (2021: $2.7 million; 2020: $1.7 million). |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets | |
Other Current Assets | 16. Other Current Assets December 31, December 31, 2022 2021 Advances against auction contracts $ 8,891 $ 4,102 Assets held for sale 323 17,538 Prepaid expenses and deposits 38,977 41,955 Derivative financial asset 150 751 $ 48,341 $ 64,346 Advances Against Auction Contracts Advances against auction contracts arise when the Company pays owners, in advance, a portion of the expected gross auction proceeds from the sale of the related assets at future auctions. The Company’s policy is to limit the amount of advances to a percentage of the estimated gross auction proceeds from the sale of the related assets, and before advancing funds, require proof of owner’s title to and equity in the assets, as well as receive delivery of the assets and title documents at a specified auction site, by a specified date and in a specified condition of repair. Advances against auction contracts are generally secured by the assets to which they relate, as the Company requires owners to provide promissory notes and security instruments registering the Company as a charge against the asset. Advances against auction contracts are usually settled within two weeks of the date of sale, as they are netted against the associated auction proceeds payable to the owner. Assets Held for Sale Balance, December 31, 2020 $ — Reclassified from property, plant and equipment 17,779 Disposal (241) Balance at December 31, 2021 $ 17,538 Reclassified from (to) property, plant and equipment (10,148) Disposal (7,067) Balance at December 31, 2022 $ 323 On March 17, 2022, the Company completed the sale and leaseback of a parcel of land including all buildings, in Bolton, Ontario, Canada for a total sale consideration of $208.2 million Canadian dollars (approximately $165 million) net of closing and transaction costs, and recognized a gain on disposition of property, plant and equipment of $169.1 million. The net book value of the Bolton property was $7.1 million. The payments for the lease were not considered to be at market rates given an initial two year rent free period and, accordingly, the Company adjusted the sales proceeds and the gain to fair value. The Bolton property continues to be used for auction operations under the operating leaseback agreement until the completion of the acquisition and development of a replacement property located in Amaranth, Ontario, Canada (Note 26). On February 3, 2023, the Company signed an amendment to its agreement to purchase a replacement property, and as a result of the vendor completing its conditions under the agreement, the Company anticipates to close the purchase of the Amaranth property of $22 million in early March 2023 and begin its development. At December 31, 2021, the Company also classified vacant land in Casa Grande, Arizona with a net book value of $10.5 million as an asset held for sale. During the quarter ended June 30, 2022, the Company assessed that the property no longer met the asset held for sale criteria and therefore reclassified the net book value of the property to property, plant and equipment. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 17. Property, Plant and Equipment Accumulated At December 31, 2022 Cost depreciation Net book value Land and improvements $ 368,430 $ (85,537) $ 282,893 Buildings 245,444 (134,969) 110,475 Yard and automotive equipment 86,882 (54,401) 32,481 Computer software and equipment 82,891 (72,496) 10,395 Office equipment 37,554 (28,664) 8,890 Leasehold improvements 23,398 (16,712) 6,686 Assets under development 7,317 — 7,317 $ 851,916 $ (392,779) $ 459,137 Accumulated At December 31, 2021 Cost depreciation Net book value Land and improvements $ 347,980 $ (83,709) $ 264,271 Buildings 250,692 (129,237) 121,455 Yard and automotive equipment 79,536 (53,945) 25,591 Computer software and equipment 84,371 (73,330) 11,041 Office equipment 37,187 (26,957) 10,230 Leasehold improvements 23,471 (15,995) 7,476 Assets under development 9,023 — 9,023 $ 832,260 $ (383,173) $ 449,087 In 2022, the Company completed the purchase of the Maltby property for a purchase price of $13.5 million. During the year ended December 31, 2022, interest of $0.1 million (2021: $0.1 million; 2020: $0.2 million) was capitalized to the cost of assets under development. These interest costs relating to qualifying assets are capitalized at a weighted average rate of 4.33% (2021: 2.54%; 2020: 3.02%). Additions during the year include $13.2 million (2021: $7.5 million; 2020: $11.4 million) of property, plant and equipment under finance leases. |
Other Non-current Assets
Other Non-current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-current Assets | |
Other Non-current Assets | 18. Other Non-current Assets December 31, December 31, 2022 2021 Right-of-use assets $ 122,934 $ 114,414 Tax receivable 9,088 10,289 Loans receivable 15,346 — Deferred debt issue costs 3,910 5,236 Other 12,097 12,565 $ 163,375 $ 142,504 The Company recognized a right-of-use asset of $16.6 million as a result of the sale and leaseback transaction on the Bolton property in March 2022 (Note 16 and 26). In June 2022, the Company also recognized a right-of-use asset of $9.0 million as a result of a new lease signed on an auction site in Maltby, United Kingdom. On September 28, 2022, the Company completed the purchase of the Maltby property for $13.5 million (12.6 million GBP) and as a result derecognized the right of use asset and recognized the asset in property, plant and equipment (Note 26). 18. Other Non-Current Assets (continued) Loans Receivable At December 31, 2022, the Company participated in certain financing lending arrangements that are fully collateralized and secured by certain equipment. These financing lending arrangements have a term of one |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | 19. Intangible Assets Accumulated At December 31, 2022 Cost amortization Net book value Trade names and trademarks $ 54,023 $ (2,889) $ 51,134 Customer relationships 245,407 (85,657) 159,750 Software and technology assets 289,078 (182,303) 106,775 Software under development 4,535 — 4,535 Backlog 1,100 (642) 458 $ 594,143 $ (271,491) $ 322,652 Accumulated At December 31, 2021 Cost amortization Net book value Trade names and trademarks $ 54,400 $ (2,147) $ 52,253 Customer relationships 245,984 (65,480) 180,504 Software and technology assets 255,636 (144,309) 111,327 Software under development 5,424 — 5,424 Backlog 1,100 (92) 1,008 $ 562,544 $ (212,028) $ 350,516 At December 31, 2022, a net carrying amount of $54.5 million (December 31, 2021: $55.6 million) included in intangible assets was not subject to amortization. During the year ended December 31, 2022, the cost of additions was reduced by $1.1 million for recognition of tax credits (2021: $2.2 million; 2020: $2.6 million). During the year ended December 31, 2022, interest of $0.4 million (2021: $0.3 million; 2020: $0.3 million) was capitalized to the cost of software under development. These interest costs relating to qualifying assets are capitalized at a weighted average rate of 4.82% (2021: 2.48%; 2020: 3.04%). During the year ended December 31, 2022, the weighted average amortization period for all classes of intangible assets was 8.6 At December 31, 2022, estimated annual amortization expense for the next five years ended December 31 are as follows: 2023 $ 55,829 2024 41,016 2025 24,661 2026 20,672 2027 18,590 $ 160,768 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill. | |
Goodwill | 20. Goodwill Balance, December 31, 2020 $ 840,610 Additions 108,778 Foreign exchange movement (1,673) Balance, December 31, 2021 $ 947,715 Additions 3,882 Foreign exchange movement (2,781) Balance, December 31, 2022 $ 948,816 In 2022, the Company recognized an increase in goodwill of $3.9 million as a result of finalizing the SmartEquip net working capital adjustment and acquisition purchase price allocation. In 2021, the Company recognized $110.6 million of goodwill from the acquisition of SmartEquip, as well as a reduction in goodwill of $1.8 million as a result of finalizing the Rouse acquisition purchase price allocation. |
Trade and Other Liabilities
Trade and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other Liabilities | |
Trade and Other Liabilities | 21. Trade and Other Liabilities At December 31, 2022 2021 Trade payables $ 77,564 $ 85,743 Accrued liabilities 141,401 116,647 Social security and sales taxes payable 38,741 41,608 Net consumption taxes payable 14,482 11,360 Share unit liabilities 6,267 10,056 Other payables 16,279 12,889 Derivative financial liability 29 2,005 $ 294,763 $ 280,308 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Debt | 22. Debt Carrying amount December 31, December 31, 2022 2021 Short-term debt $ 29,118 $ 6,147 Long-term debt: Revolving facilities and delayed-draw term loan facility: Delayed-draw term loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 5.86%, due in monthly installments of interest and quarterly installments of principal, maturing in September 2026 85,523 93,283 Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.29%, due in monthly installments of interest only, maturing in September 2026 - 46,206 Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.29%, due in monthly installments of interest only, maturing in September 2026 - 56,492 Long-term revolver loan denominated in U.S. dollars, secured, bearing interest at a weighted average rate of 5.42%, due in monthly installments of interest only, maturing in September 2026 - 117,000 Less: unamortized debt issue costs (357) (463) Senior unsecured notes: Bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January 2025 (the "2016 Notes") 500,000 500,000 Less: unamortized debt issue costs (3,669) (5,469) Bearing interest at 4.75% due in semi-annual installments, with the full amount of principal due in December 2031 (the "2021 USD Notes") - 600,000 Less: unamortized debt issue costs - (1,948) Bearing interest at 4.95% due in semi-annual installments, with the full amount of principal due in December 2029 (the "2021 CAD Notes") - 333,464 Less: unamortized debt issue costs - (1,127) Total long-term debt 581,497 1,737,438 Total debt $ 610,615 $ 1,743,585 Long-term debt: Current portion $ 4,386 $ 3,498 Non-current portion 577,111 1,733,940 Total long-term debt $ 581,497 $ 1,737,438 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 5.8% (December 31, 2021: 1.8%). 22. Debt (continued) Long-term Debt a) Term Loan and Long-term Revolver Loans During 2016, the Company entered into a credit agreement with a syndicate of lenders (as amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The Credit Agreement is comprised of multicurrency revolving facilities (the “Revolving Facilities”) and a delayed-draw term loan facility (the “DDTL Facility”, together with the Revolving Facilities, the “Facilities”). The Credit Agreement was amended in September 2021 (the “September 2021 Amendment”), which, among other things, (i) extended the maturity date of the Facilities from October 27, 2023 to September 21, 2026, (ii) increased the total size of the Facilities provided under the Credit Agreement to up to $1.0 billion, including $295.0 million of commitments under the DDTL Facility, (iii) reduced the applicable margin for base rate loans and LIBOR loans at each pricing tier level, (iv) reduced the applicable percentage per annum used to calculate the commitment fee in respect of the unused commitments under the Facilities at each pricing tier level, and (v) included customary provisions to provide for the eventual replacement of LIBOR as a benchmark interest rate. Immediately prior to the September 2021 Amendment, the aggregate principal amount outstanding under the DDTL Facility was $90.0 million ($118.9 million Canadian dollars). In connection with the September 2021 Amendment, the Company refinanced that amount with the proceeds from a borrowing under the DDTL Facility. Under the terms of the September 2021 Amendment, there were no mandatory principal repayments of borrowings under the DDTL Facility until the earlier of when the remaining $205.0 million is drawn or the third quarter of 2022. The Company did not draw on the remaining $205.0 million before it expired on June 28, 2022 and, therefore, mandatory principal repayments began in the third quarter of 2022. The principal payments are subject to an annual amortization rate of 5%, payable in quarterly installments, with the balance payable at maturity. As a result of the expiry of the unused portion of the DDTL Facility during 2022, the Company wrote off $0.7 million of deferred debt issuance costs included in non-current assets to interest expense. The Credit Agreement was amended in December 2022 (the “December 2022 Amendment”), which, among other things, (i) permits the proposed merger with IAA (the “IAA merger”), (ii) provides commitments for a term loan A facility (the “TLA Facility”) in an aggregate principal amount of up to $1.8 billion to be used to finance, in part, the IAA merger, (iii) provides the Company the ability to borrow up to $200.0 million of the Revolving Facilities under the Credit Agreement on a limited conditionality basis to finance, in part, the IAA merger, and (iv) provides the ability for the Company to add a term loan B facility in a future incremental amendment, the proceeds of which would be used to finance, in part, the proposed IAA acquisition. The Company incurred total debt issuance costs of $0.8 million in connection with the December 2022 Amendment, of which $0.3 million has been included in non-current assets and $0.5 million in acquisition-related costs. At December 31, 2022, the Company had unamortized deferred debt issue costs relating to the Facilities and the TLA Facility of $4.3 million (2021: $5.7 million) For the year ended December 31, 2022, the Company made scheduled repayments on the DDTL Facility of $2.2 million (2021: $5.3 million). The Company did not make any voluntary term loan prepayments during the year ended December 31, 2022 (2021: $nil 22. Debt (continued) Long-term Debt (continued) b) Senior Unsecured Notes 2016 Notes On December 21, 2016, the Company completed the offering of $500.0 million aggregate principal amount of 5.375% senior unsecured notes due January 15, 2025 (the “2016 Notes”). Interest on the 2016 Notes is payable semi-annually. The 2016 Notes are jointly and severally guaranteed on an unsecured basis, subject to certain exceptions, by certain of the Company’s subsidiaries. IronPlanet, Rouse, SmartEquip, and certain of their respective subsidiaries were added as additional guarantors in connection with the acquisitions of IronPlanet, Rouse and SmatEquip, respectively. 2021 Notes On December 21, 2021, the Company completed the offering of two series of senior notes: (i) $600.0 million aggregate principal amount of 4.750% senior notes due December 15, 2031 and (ii) $425.0 million Canadian dollar aggregate principal amount of 4.950% senior notes due December 15, 2029 (together the “2021 Notes”). The gross proceeds from the 2021 Notes offering together with certain additional amounts including prepaid interest were placed into escrow accounts and At December 31, 2022, principal repayments for the remaining period to the contractual maturity for our long term debt are as follows: Face value 2023 $ 4,386 2024 4,386 2025 504,386 2026 72,365 2027 — Thereafter — $ 585,523 At December 31, 2022, the Company had unused committed revolving credit facilities aggregating $709.8 million that are available until September 2026 subject to certain covenant restrictions, unused uncommitted revolving credit facilities aggregating $5.0 million that are available until October 2023, and unused uncommitted revolving credit facilities aggregating $5.0 million with no maturity date. |
Other Non-current Liabilities
Other Non-current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-current Liabilities | |
Other Non-current Liabilities | 23. Other Non-current Liabilities December 31, December 31, 2022 2021 Operating lease liability $ 111,871 $ 109,882 Tax payable 15,991 18,859 Finance lease liability 15,349 13,983 Other 4,079 4,536 $ 147,290 $ 147,260 |
Equity and Dividends
Equity and Dividends | 12 Months Ended |
Dec. 31, 2022 | |
Equity and Dividends | |
Equity and Dividends | 24. Equity and Dividends Share Capital Common Stock Unlimited number of common shares, without par value. Preferred Stock Unlimited number of senior preferred shares and junior preferred shares, without par value, issuable in series. All issued shares are fully paid. No preferred shares have been issued at December 31, 2022. In January 2023, the Company entered into a securities purchase agreement with Starboard Value LP and certain of its affiliates (together, "Starboard") pursuant to which Starboard made a $485 million convertible preferred equity and a $15 million common share investment in the Company. The newly issued senior preferred shares are convertible into common shares at an initial conversion price of $73.00 per share. The preferred shares carry an initial 5.5% preferred dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's common share dividends, subject to a $0.27 per share per quarter floor. If the IAA Acquisition is terminated, the Company has the right to redeem the preferred shares at a redemption price of 102% of par plus accrued and unpaid dividends. Shares Issued for Business Combinations The Company has issued the following common shares in connection with the acquisitions of Rouse and SmartEquip. These shares were issued to certain previous unitholders and shareholders of Rouse and SmartEquip, based on the fair market value of the Company’s common shares at the acquisition date. The Company records share-based continuing employment costs in acquisition-related costs over the vesting period, with an increase to additional paid-in capital. The vesting of shares issued for business combinations is subject to continuing employment with the Company over various dates over a three year period from their respective acquisition dates. As and when the common shares vest, the Company will recognize the fair value of the issued common shares from additional paid-in capital to share capital. Shares issuance for business combination activity is presented below: Rouse SmartEquip Total Weighted average Common Fair value Common Fair value Common fair value shares per common shares per common shares per common issued shares issued shares issued shares Outstanding, December 31, 2019 — $ — — $ — — $ — Granted 312,193 71.09 — — 312,193 71.09 Forfeited — — — — — — Outstanding, December 31, 2020 312,193 $ 71.09 — $ — 312,193 $ 71.09 Granted — — 63,971 68.39 63,971 68.39 Vested (67,018) 71.09 — — (67,018) 71.09 Forfeited (55,510) 71.09 — — (55,510) 71.09 Outstanding, December 31, 2021 189,665 $ 71.09 63,971 $ 68.39 253,636 $ 70.41 Granted — — — — — — Vested (104,105) 71.09 (21,325) 68.39 (125,430) 70.63 Forfeited — — — — — — Outstanding, December 31, 2022 85,560 $ 71.09 42,646 $ 68.39 128,206 $ 70.19 24. Equity and Dividends (continued) Share Capital (continued) Shares Issued for Business Combinations (continued) In 2022, the Company recognized $8.6 million (2021: $4.8 million) of share capital from additional paid-in capital for the portion of common shares previously issued in connection with the acquisitions of Rouse and SmartEquip that have vested as of December 31, 2022. At December 31, 2022, the unrecognized share-based continuing employment costs was $3.2 million (2021: $10.7 million), which is expected to be recognized over a weighted average period of 1.1 years. Share Repurchase There were no common shares repurchased during the year ended December 31, 2022. There were no common shares repurchased in the year ended December 2021 and 1,525,312 common shares repurchased for $53.2 million in the year ended December 2020. Change in Non-controlling Interests On September 13, 2021, the Company purchased the remaining 25% membership interest of Xcira, LLC, a Delaware limited liability Company, for a purchase price of $5.6 million. The transaction increased the Company’s ownership interest in Xcira, LLC to 100%. Dividends In January 2023, the Company announced that it expects its Board of Directors to approve the issuance of a one-time special dividend to the Company’s shareholders in the amount of $1.08 per common share, which will be payable to holders of record as of a pre-closing record date of the proposed IAA acquisition to be determined with the consent of the TSX and contingent on the closing of the proposed IAA acquisition (Note 4). Declared and Paid The Company declared and paid the following dividends during the years ended December 31, 2022, 2021, and 2020: Dividend Total Declaration date per share Record date dividends Payment date Year ended December 31, 2022: Fourth quarter 2021 January 21, 2022 $ 0.2500 February 11, 2022 $ 27,659 March 4, 2022 First quarter 2022 May 6, 2022 0.2500 May 27, 2022 27,693 June 17, 2022 Second quarter 2022 August 3, 2022 0.2700 August 24, 2022 29,932 September 14, 2022 Third quarter 2022 November 2, 2022 0.2700 November 23, 2022 29,935 December 14, 2022 Year ended December 31, 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 Second quarter 2021 August 4, 2021 0.2500 August 25, 2021 27,607 September 15, 2021 Third quarter 2021 November 3, 2021 0.2500 November 24, 2021 27,652 December 15, 2021 Year ended December 31, 2020: Fourth quarter 2019 January 24, 2020 $ 0.2000 February 14, 2020 $ 21,905 March 6, 2020 First quarter of 2020 May 6, 2020 0.2000 May 27, 2020 21,681 June 17, 2020 Second quarter of 2020 August 5, 2020 0.2200 August 26, 2020 24,053 September 16, 2020 Third quarter 2020 November 4, 2020 0.2200 November 25, 2020 24,098 December 16, 2020 24. Equity and Dividends (continued) Dividends (continued) Declared and Undistributed In addition to the above dividends, since the end of the year the Directors have recommended the payment of a final dividend of $0.27 per common share, accumulating to a total dividend of $27.8 million. The aggregate amount of the proposed final dividend is expected to be paid out of retained earnings on March 3, 2023 to stockholders of record on February 10, 2023. This dividend has not been recognized as a liability in the financial statements. The payment of this dividend will not have a tax consequence for the Company. Foreign Currency Translation Reserve Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature, which generated net loss of $10.5 million for 2022 (2021: net loss of $8.8 million; 2020: net gain of $10.8 million). |
Share-based Payments
Share-based Payments | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payments | |
Share-based Payments | 25. Share-based Payments Share-based payments consist of the following compensation costs: Year ended December 31, 2022 2021 2020 Selling, general and administrative: Stock option compensation expense $ 12,145 $ 8,365 $ 5,853 Equity-classified share units 22,027 12,574 9,897 Liability-classified share units 3 (580) 3,635 Employee share purchase plan - employer contributions 2,786 2,747 2,497 36,961 23,106 21,882 Acquisition-related costs: Share-based continuing employment costs 7,500 10,771 802 7,500 10,771 802 $ 44,461 $ 33,877 $ 22,684 Stock Option Plans The Company has the following three stock option plans that provide for the award of stock options and premium-priced stock options to selected employees, directors, and officers of the Company: (i) Amended and Restated Stock Option Plan, (ii) IronPlanet 1999 Stock Plan, and (iii) IronPlanet 2015 Stock Plan. 25. Share-based Payments (continued) Stock Option Plans (continued) Stock option activity is presented below: Stock options Premium-priced stock options WA WA Common WA remaining Aggregate Common WA remaining Aggregate shares under exercise contractual intrinsic shares under exercise contractual intrinsic option price life (in years) value option price life (in years) value Outstanding, December 31, 2019 2,797,189 $ 29.05 7.1 $ 38,874 — $ — — $ — Granted 822,626 41.94 — — — — — — Exercised (1,563,941) 28.22 — 37,062 — — — — Forfeited (68,056) 34.30 — — — — — — Expired (2,064) 20.74 — — — — — — Outstanding, December 31, 2020 1,985,754 $ 34.95 7.7 $ 68,717 — $ — — $ — Granted 758,256 56.29 — — 1,017,064 91.24 — — Exercised (495,021) 32.83 — 14,147 — — — — Forfeited (40,932) 45.86 — — — — — — Outstanding, December 31, 2021 2,208,057 $ 42.55 7.7 $ 41,884 1,017,064 $ 91.24 5.7 $ — Granted 710,847 58.08 — — 119,157 91.37 — — Exercised (159,920) 36.72 — 4,494 — — — — Forfeited (28,689) 48.09 — — (17,789) 90.93 — — Outstanding, December 31, 2022 2,730,295 $ 46.88 7.3 $ 31,151 1,118,432 $ 91.26 4.7 $ — Exercisable, December 31, 2022 1,308,853 $ 38.36 5.9 $ 25,815 — $ — — $ — Stock options The Company uses the Black Scholes option pricing model to fair value stock options. Stock options are granted with an exercise price equal to the fair market value of the Company’s common shares at the grant date, with a three year vesting period and terms not exceeding 10 years. At December 31, 2022, there were 3,919,069 (December 31, 2021: 4,705,117) shares authorized and available for grants of options under the stock option plans. The options outstanding at December 31, 2022 expire on dates ranging to December 16, 2032. The weighted average grant date fair value of options granted during the year ended December 31, 2022 was $14.35 per option (2021: $12.72; 2020: $8.69). The weighted average share price of options exercised during the year ended December 31, 2022 was $64.82 (2021: $61.40; 2020: $51.92). The significant assumptions used to estimate the fair value of stock options granted are presented in the following table on a weighted average basis: Year ended December 31, 2022 2021 2020 Risk free interest rate 2.2 % 0.5 % 0.7 % Expected dividend yield 1.74 % 1.64 % 1.96 % Expected lives of the stock options 4 years 4 years 5 years Expected volatility 31.8 % 32.3 % 28.0 % At December 31, 2022, the unrecognized stock-based compensation cost related to non-vested stock options was $7.1 million, which is expected to be recognized over a weighted average period of 2.0 25. Share-based Payments (continued) Stock Option Plans (continued) Premium-priced Stock Options The Company also grants premium-priced stock options to the senior executives with exercise prices above the fair market value of the Company’s common shares on grant dates. The premium-priced stock options vest and become exercisable upon the third anniversary of their grant date. The premium-priced stock options granted in August and November 2021 expire on the sixth anniversary of their grant date, and those granted in June 2022 expire in August 2027 to coincide with the expiry of the August 2021 grant. The fair values of the premium-priced stock options were calculated on the grant date using a Monte Carlo simulation model. The weighted average estimated grant date fair value of premium-priced options for the year ended December 31, 2022 was $8.00 per option (2021: $8.59). The significant assumptions used to estimate the fair values were as follows: Year ended December 31, 2022 2021 Risk free interest rate 3.0 % 1.1 % Expected dividend yield 1.63 % 1.59 % Expected lives of the stock options 4 years 5 years Expected volatility 30.2 % 30.6 % In addition, the estimated fair value of a premium priced stock option is a function of the expected stock option exercise behaviour assumption. The Company estimated that vested premium priced stock options will be exercised at the midpoint between (i) the later of the date that the premium priced stock options are expected to vest and the date that the exercise price is achieved, and (ii) the end of the premium priced options contractual term. At December 31, 2022, the unrecognized stock-based compensation cost related to the premium-priced stock options was $5.6 million, which is expected to be recognized over a weighted average period of 1.9 Share Unit Plans Share unit activity is presented below: Equity-classified awards Liability-classified awards PSUs PSUs with Market Conditions RSUs DSUs WA grant WA grant WA grant WA grant date fair date fair date fair date fair Number value Number value Number value Number value Outstanding, December 31, 2019 428,724 $ 32.89 — $ — 237,420 $ 29.72 118,368 $ 29.64 Granted 303,829 42.09 — — 45,781 51.36 19,146 47.01 Vested and settled (156,238) 31.94 — — (98,542) 27.68 — — Forfeited (33,639) 36.60 — — (49,722) 28.14 — — Outstanding, December 31, 2020 542,676 $ 38.09 — $ — 134,937 $ 39.14 137,514 $ 32.06 Granted 160,713 57.67 88,305 65.45 46,675 60.98 19,075 58.48 Vested and settled (161,248) 31.14 — — (93,426) 35.04 — — Forfeited (18,523) 47.58 — — (9,074) 55.81 — — Outstanding at December 31, 2021 523,618 $ 45.90 88,305 $ 65.45 79,112 $ 54.96 156,589 $ 35.28 Granted 236,855 58.53 14,574 69.92 34,495 57.71 21,824 58.24 Vested and settled (93,241) 36.42 — — (37,714) 50.29 (70,048) 36.13 Forfeited (4,598) 51.76 — — (7,869) 60.30 — — Outstanding at December 31, 2022 662,634 $ 51.71 102,879 $ 66.08 68,024 $ 58.32 108,365 $ 39.35 The total market value of liability-classified share units vested and released during the year ended December 31, 2022 was $4.9 million (2021: $nil; 2020: $nil). 25. Share-based Payments (continued) Share Unit Plans (continued) 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. The fair value of the equity-classified PSUs awarded in 2022, 2021 and 2020 is estimated on grant date using the market close price of the Company’s common shares listed on the NYSE, as these awards are not subject to market vesting conditions. At December 31, 2022, the unrecognized share unit expense related to equity-classified PSUs was $14.6 million, which is expected to be recognized over a weighted average period of 1.8 PSUs with Market Conditions The Company also grants PSUs to senior executives with a market condition where vesting is conditional upon the total stockholder return performance of the Company’s stock relative to the performance of a peer group over a three year performance period from the date of grant. The PSUs granted in August and November 2021 have a three year performance period and the PSUs granted in June 2022 have approximately a two year performance period to coincide with the remaining performance period of the August 2021 grant. The fair value per PSU granted during the year ended December 31, 2022 of $69.92 was calculated on the grant date using the Monte Carlo simulation model which takes into consideration a required post-vesting holding period of one year with a discount value of $5.34 per PSU. The discount was calculated using the Chaffe Protective Put Method and an effective tax rate of 35%. The significant assumptions used to estimate the fair value are presented in the following table: Year ended December 31, 2022 2021 Risk free interest rate 2.7 % 0.5 % Expected dividend yield 1.63 % 1.63 % Expected lives of the PSUs 2 years 3 years Expected volatility 33.4 % 31.0 % Average expected volatility of comparable companies 34.4 % 38.6 % At December 31, 2022, the unrecognized share unit expense related to equity-classified PSUs with market conditions was $3.9 million, which is expected to be recognized over a weighted average period of 1.6 RSUs The Company has restricted share unit plans (RSU plans) that are equity-settled and not subject to market vesting conditions. Fair values of RSUs are estimated on grant date using the market close price of the Company's common shares listed on the NYSE. At December 31, 2022, the unrecognized share unit expense related to equity-classified RSUs was $1.6 million, which is expected to be recognized over a weighted average period of 1.4 25. Share-based Payments (continued) Share Unit Plans (continued) DSUs The Company has deferred share unit plans (DSU plans) that are cash-settled and not subject to market vesting conditions. Fair values of deferred share units (“DSUs”) are estimated on grant date and at each reporting date using the market close price of the Company's common shares listed on the NYSE. 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. At December 31, 2022, the Company had a total share unit liability of $6.3 million (2021: $10.1 million) in respect of share units under the DSU plans presented in trade and other liabilities. 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 | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 26. Leases The Company's breakdown of lease expense is as follows: Year ended December 31, 2022 2021 2020 Operating lease cost $ 22,966 $ 17,932 $ 16,927 Finance lease cost Amortization of leased assets 10,242 10,804 9,268 Interest on lease liabilities 795 814 915 Short-term lease cost 12,160 10,046 9,799 Sublease income (111) (76) (429) $ 46,052 $ 39,520 $ 36,480 The lease expenditure charged to earnings during the year ended December 31, 2022 was $35.1 million (2021: $28.0 million; 2020: $26.7 million). 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 17 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. On March 17, 2022, the Company completed the sale and leaseback of its Bolton property, a parcel of land including all buildings, in Bolton, Ontario (Note 16). The Company intends to lease the Bolton property for a period of 28 months until such time that the replacement property is available for the relocation of the Company’s operations. The lease has an initial rent-free period of two years and an option to renew the lease for two lease liability 26. Leases (continued) Operating Leases (continued) The future aggregate minimum lease payments under non-cancellable operating leases are as follows: 2023 $ 17,397 2024 17,741 2025 12,992 2026 12,327 2027 11,547 Thereafter 87,301 Total future minimum lease payments $ 159,305 less: imputed interest (34,689) Total operating lease liability $ 124,616 less: operating lease liability - current (12,745) Total operating lease liability - non current $ 111,871 At December 31, 2022, the weighted average remaining lease term for operating leases is 12.4 years (December 31, 2021: 14.0 years) and the weighted average discount rate is 3.9% (December 31, 2021: 3.7%). There are no additional undiscounted commitments for leases not yet commenced at December 31, 2022 (December 31, 2021: $2.5 million). 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 five 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. At December 31, 2022, the net carrying amount of computer and yard equipment and other assets under finance leases is $24.1 million (December 31, 2021: $22.2 million), 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 At December 31, 2022 Cost depreciation value Auto equipment $ 22,102 $ (9,487) $ 12,615 Computer equipment 14,325 (8,021) 6,304 Yard and others 14,072 (8,930) 5,142 $ 50,499 $ (26,438) $ 24,061 Accumulated Net book At December 31, 2021 Cost depreciation value Auto equipment $ 16,380 $ (6,279) $ 10,101 Computer equipment 13,920 (7,728) 6,192 Yard and others 16,628 (10,683) 5,945 $ 46,928 $ (24,690) $ 22,238 26. Leases (continued) Finance Leases (continued) The future aggregate minimum lease payments under non-cancellable finance leases are as follows: 2023 $ 10,160 2024 7,624 2025 4,518 2026 2,936 2027 1,097 Thereafter — Total future minimum lease payments $ 26,335 less: imputed interest (1,683) Total finance lease liability $ 24,652 less: finance lease liability - current (9,303) Total finance lease liability - non current $ 15,349 At December 31, 2022, the weighted average remaining lease term for finance leases is 3.2 years (December 31, 2021: 2.9 years) and the weighted average discount rate is 4.4% (December 31, 2021: 3.5%). Subleases At December 31, 2022, the total future minimum sublease payments expected to be received under non-cancellable subleases is $1.0 million (2021: $nil; 2020: $0.1 million). |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Commitments | |
Commitments | 27. Commitments Commitments for Expenditures The Company is obligated to make $31.9 million in future payments under unconditional purchase obligations. Approximately $8.8 million (December 31, 2021: $1.1 million) is related to capital expenditures for property, plant and equipment and intangible assets and $23.1 million is related to services agreements as we invest in technology to further transition to a modern cloud-based architecture and build a digital technology platform. Commitment for Inventory Purchase The Company was awarded two new contracts with the United States Government Defense Logistics Agency (the “DLA”) on April 1, 2021. 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 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 $77.0 million; whichever is less. At December 31, 2022, the Company has reached its commitment on the contract and since June 1, 2021 has purchased 380,847 assets with a total value of $85.2 million. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Contingencies | |
Contingencies | 28. 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 December 31, 2022, there were $31.0 million of assets guaranteed under contract, of which 62% is expected to be sold prior to March 31, 2023 with the remainder to be sold by December 31, 2023 (December 31, 2021: $43.5 million of which 61% was expected to be sold prior to the end of March 31, 2022 with the remainder to be sold by December 31, 2022). The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Event | |
Subsequent Event | 29. Subsequent Event In January 2023, the Company amended the terms of the Merger Agreement for the proposed acquisition of IAA and changed the consideration mix of cash/stock to be issued to IAA stockholders (Note 4). The Company also received a concurrent investment of $485 million convertible preferred equity and $15 million common share investment from Starboard (Note 24) and increased its investment in VeriTread from 11% to 75% (Note 4). Further, the Company announced that it expects to approve a one-time special dividend to its common shareholders, contingent on the closing of the proposed IAA acquisition (Note 24). On February 3, 2023, the Company amended an agreement to purchase a replacement property in Amaranth, Ontario, Canada (Note 16). On February 13, 2023, the Company received a proposal letter from the CRA with respect to certain taxation years under audit (Note 9). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Basis of Preparation | (a) Basis of Preparation These financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and the following accounting policies have been consistently applied, except as otherwise noted, in the preparation of the consolidated financial statements. Unless otherwise indicated, all amounts in the following tables are in thousands except share and per share amounts. On February 24, 2022, the geopolitical situation in Eastern Europe intensified with Russia’s invasion of Ukraine, sharply Reclassification Certain amounts in the prior period financial statements have been reclassified from selling, general and administrative expenses to costs of services for certain employee costs related to equipment inspections to conform to the presentation of the current period financial statements. |
Basis of Consolidation | (b) Basis of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned and non-wholly owned subsidiaries in which the Company has a controlling financial interest either through voting rights or means other than voting rights. All inter-company transactions and balances have been eliminated on consolidation. Where the Company’s ownership interest in a consolidated subsidiary is less than 100%, the non-controlling interests’ share of these non-wholly owned subsidiaries is reported in the Company’s consolidated balance sheets as a separate component of equity or within temporary equity. The non-controlling interests’ share of the net income of these non-wholly owned subsidiaries is reported in the Company’s consolidated income statements as a deduction from the Company’s net earnings to arrive at net income attributable to stockholders of the Company. Investments in entities that the Company has the ability to exercise significant influence over, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial costs and are adjusted for subsequent additional investments and the Company's share of earnings or losses and distributions. 2. Significant Accounting Policies (continued) (b) Basis of Consolidation (continued) The Company consolidates variable interest entities (“VIEs”) if the Company has (a) the power to direct matters that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. For VIEs where the Company has shared power with unrelated parties, the Company uses the equity method of accounting to report their results. The determination of the primary beneficiary involves judgment. |
Revenue Recognition | (c) 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 and software subscriptions and other ancillary and transactional service fees; and ● Inventory sales revenue as part of A&M activities The Company recognizes revenue when control of the promised goods or services is transferred to our customers, or upon completion of the performance obligation, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service, 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 performance obligation is satisfied at the end of the auction process. 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 and stimulates buyer interest through professional marketing techniques by matching 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. 2. Significant Accounting Policies (continued) (c) Revenue Recognition (continued) Service Revenues (continued) 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 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. The Company recognizes a provision for expected collapsed or cancelled sales which is the Company’s best estimate of the service revenues relating to transactions which may not complete and where the buyer may default on its obligation. The Company determines the provision based on historical collapse experience, customer data and reasonable and supportable forecasts of the outcome of such transactions. 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 is 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. 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 and software subscriptions, and other ancillary and transactional service fees. Fees are recognized in the period in which the service is provided or the product is delivered to the customer. 2. Significant Accounting Policies (continued) (c) Revenue Recognition (continued) 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 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. In a private treaty transaction where inventory is sold in a private process or inventory contracts are sold on our online marketplaces, commission and fee revenue is recognized on the date the buyer has obtained control of the asset. |
Costs of Services | (d) 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 labor, 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, and title and lien investigation functions. Costs of services incurred in earning other fee revenue include ancillary and logistical service expenses, direct labor (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 | (e) 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 | (f) Share-based Payments The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related arrangement. Equity-classified Share-based Payments The 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. If the PSU includes a market condition, the Company assesses the probability of satisfying the market condition in its estimate of fair value. PSUs vest based on the passage of time and achievement of performance criteria or market conditions. Share-based compensation expense for PSUs with a market condition is recognized regardless of whether the market condition is satisfied subject to continuing service over the requisite service period. 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. 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. 2. Significant Accounting Policies (continued) (f) Share-based Payments (continued) Liability-classified Share-based Payments (continued) 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 25. 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 liabilities while settlements due beyond 12 months of the reporting date are presented in other non-current liabilities. |
Leases | (g) 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 liabilities, 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 is included in costs of services and selling, general and administrative expenses. Finance Leases Finance lease ROU assets and liabilities are included in property, plant and equipment, trade and other liabilities, 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. 2. Significant Accounting Policies (continued) (g) Leases (continued) Sale and Leaseback The transfer of the asset shall not be accounted for as a sale if the leaseback would be classified as a finance lease or a sales-type lease. For sale and leaseback transactions, the Company applies the requirements of ASC 606 Revenue from Contracts with Customers Leases |
Derivative Financial Instruments | (h) Derivative Financial Instruments Derivative instruments are recorded on the consolidated balance sheet at fair value. Unrealized gains and losses on derivatives not designated in a hedging relationship are recorded as part of operating income (expense) or non-operating income (expense) within change in fair value of derivatives in the consolidated income statement depending on the nature of the derivative. Fair values for derivative instruments are determined using inputs based on market conditions existing at the balance sheet date as well as the settlement date of the derivative, if applicable. Derivatives embedded in non-derivative contracts are recognized separately unless they are closely related to the host contract. |
Fair Value Measurement | (i) Fair Value Measurement Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures financial instruments or discloses select non-financial assets at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortized cost are disclosed in Note 12. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements at fair value are categorized within a fair value hierarchy, as disclosed in Note 12, based on the lowest level input that is significant to the fair value measurement or disclosure. This fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period. For the purposes of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the assets or liability and the level of the fair value hierarchy as explained above. |
Foreign Currency Translation | (j) Foreign Currency Translation The parent entity’s presentation and functional currency is the United States dollar. The functional currency for each of the parent entity’s subsidiaries is the currency of the primary economic environment in which the entity operates, which is usually the currency of the country of residency. Accordingly, the financial statements of the Company’s subsidiaries that are not denominated in United States dollars have been translated into United States dollars using the exchange rate at the end of each reporting period for asset and liability amounts and the monthly average exchange rate for amounts included in the determination of earnings. Any gains or losses from the translation of asset and liability amounts are included in foreign currency translation adjustment in accumulated other comprehensive income. In preparing the financial statements of the individual subsidiaries, transactions in currencies other than the entity’s functional currency are recognized at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are retranslated at the rates prevailing at that date. Foreign currency differences arising on retranslation of monetary items are recognized in earnings. |
Cash and Cash Equivalents | (k) Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand, deposits with financial institutions, and other short-term, highly liquid investments with original maturity of three months or less when acquired, that are readily convertible to known amounts of cash. |
Restricted Cash | (l) Restricted Cash In certain jurisdictions, local laws require the Company to hold cash in segregated bank accounts, which are used to settle auction proceeds payable resulting from live onsite auctions and online marketplace sales conducted in those regions. In addition, the Company also holds cash generated from its online marketplace sales in separate escrow accounts, for settlement of the respective online marketplace transactions as a part of its secured escrow service. Restricted cash balances also include funds held in accounts owned by the Company in support of short-term stand-by letters of credit to provide seller security. Non-current restricted cash consists of funds that are restricted as to withdrawal or use for other than current operations and are designated for expenditure in the acquisition of non-current assets and in business combinations. |
Trade and Other Receivables | (m) Trade and Other Receivables Trade receivables principally include amounts due from customers as a result of live onsite auction and online marketplace transactions. The recorded amount reflects the purchase price of the item sold, including the Company’s commission. The allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer economic data and reasonable and supportable forecasts of future economic conditions. The Company reviews the allowance for credit losses regularly and past due balances are reviewed for collectability. Account balances are charged against the allowance when the Company believes that the receivable will not be recovered. |
Inventory | (n) Inventory Inventory consists of equipment and other assets purchased for resale in an upcoming live onsite 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 27). 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. |
Property, Plant and Equipment | (o) Property, Plant and Equipment All property, plant and equipment are stated at cost less accumulated depreciation. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax credits. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the assets to working condition for their intended use, the costs of dismantling and removing items and restoring the site on which they are located (if applicable), and capitalized interest on qualifying assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All repairs and maintenance costs are charged to earnings during the financial period in which they are incurred. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized net within operating income on the income statement. Depreciation is provided to charge the cost of the assets to operations over their estimated useful lives based on their usage as follows: Asset Basis Rate / term Land improvements Declining balance 10 % Buildings Straight-line 15 - 30 years Yard equipment Declining balance 20 - 30 % Automotive equipment Declining balance 30 % Computer software and equipment Straight-line 3 - 5 years Office equipment Declining balance 20 % Leasehold improvements Straight-line Lesser of lease term or economic life No depreciation is provided on freehold land or on assets in the course of construction or development. Depreciation of property, plant and equipment under finance leases is recorded in depreciation expense. Legal obligations to retire and to restore property, plant and equipment and assets under operating leases are recorded at management’s best estimate in the period in which they are incurred, if a reasonable estimate can be made, with a corresponding increase in asset carrying value. The liability is accreted to face value over the remaining estimated useful life of the asset. The Company does not have any significant asset retirement obligations. |
Long-lived Assets Held for Sale | (p) Long-lived Assets Held for Sale Long-lived assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as assets held for sale. Immediately before classification as held for sale, the assets, or components of a disposal group, are measured at carrying amount in accordance with the Company’s accounting policies. Thereafter, the assets, or disposal group, are measured at the lower of their carrying amount and fair value less cost to sell and are not depreciated. Impairment losses on initial classification as held for sale and subsequent gains or losses on re-measurement are recognized in operating income on the income statement. |
Intangible Assets | (q) Intangible Assets Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax credits. Costs of internally developed software and technology assets are amortized on a straight-line basis over the remaining estimated economic life of the software product and technology assets. Costs related to software and technology assets incurred prior to establishing technological feasibility or the beginning of the application development stage of software and technology assets are charged to operations as such costs are incurred. Once technological feasibility is established or the application development stage has begun, directly attributable costs are capitalized until the software and technology assets are available for use. Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are: Asset Basis Rate / term Trade names and trademarks Straight-line 2 - 15 years or indefinite-lived Customer relationships Straight-line 6 - 20 years Software and technology assets Straight-line 3 - 7 years Backlog Straight-line 2 years Customer relationships includes relationships with buyers and sellers. |
Impairment of Long-lived and Indefinite-lived Assets | (r) 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. 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 fair value of the indefinite-lived intangible asset is less than its carrying value. If the qualitative assessment indicates it is not more likely than not that the fair value is less than its carrying 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 | (s) 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 fair value of the reporting unit to which goodwill belongs is less than its carrying value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s fair value is less than its carrying 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. |
Deferred Financing Costs | (t) Deferred Financing Costs Deferred financing costs represent the unamortized costs incurred on the issuance of the Company’s long-term debt. Amortization of deferred financing costs is provided on the effective interest rate method over the term of the facility. Deferred financing costs relating to the Company’s term debt are presented in the consolidated balance sheet as a direct reduction of the carrying amount of the long-term debt. Deferred financing costs relating to the Company’s revolving loans are presented on the balance sheet as a deferred charge. |
Taxes | (u) Taxes Income tax expense represents the sum of current tax expense and deferred tax expense. Current Tax The current tax expense is based on taxable profit for the period and includes any adjustments to tax payable in respect of previous years. Taxable profit differs from income before income taxes as reported in the consolidated income statement because it excludes (i) items of income or expense that are taxable or deductible in other years and (ii) items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted by the balance sheet date. Deferred Tax Income taxes are accounted for using the asset and liability method. Deferred income tax assets and liabilities are based on temporary differences, which are differences between the accounting basis and the tax basis of the assets and liabilities, and non-capital loss, capital loss, and tax credits carryforwards are measured using the enacted tax rates and laws expected to apply when these differences reverse. Deferred tax benefits, including non-capital loss, capital loss, and tax credits carryforwards, are recognized to the extent that realization of such benefits is considered more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that enactment occurs. When realization of deferred income tax assets does not meet the more-likely-than-not criterion for recognition, a valuation allowance is provided. Interest and penalties related to income taxes, including unrecognized tax benefits, are recorded in income tax expense in the income statement. Liabilities for uncertain tax positions are recorded based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable, and deferred taxes in the period in which the facts that give rise to a revision become known. |
Earnings Per Share | (v) Earnings Per Share Basic earnings per share has been calculated by dividing net income attributable to stockholders by the weighted average number of common shares outstanding. Diluted earnings per share has been determined after giving effect to outstanding dilutive stock options and share units calculated by adjusting the net income attributable to stockholders and the weighted average number of shares outstanding for all dilutive shares. |
Defined Contribution Plans | (w) Defined Contribution Plans The employees of the Company are members of retirement benefit plans to which the Company matches up to a specified percentage of employee contributions or, in certain jurisdictions, contributes a specified percentage of payroll costs as mandated by the local authorities. The only obligation of the Company with respect to the retirement benefit plans is to make the specified contributions. |
Advertising Costs | (x) Advertising Costs Advertising costs are expensed as incurred. Advertising expense is included in costs of services and selling, general and administrative expenses on the accompanying consolidated income statements. |
Business Combinations | (y) 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 at their estimated fair values on the date of acquisition with any excess recorded as goodwill. The fair value determinations require judgement 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 | (z) New and Amended Accounting Standards I after December 15, 2022, including interim periods within those fiscal years. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. The Company early adopted the update as of October 1, 2021 and therefore has applied the amendments to all acquisitions completed since January 1, 2021, which includes only the acquisition of SmartEquip, which was completed on November 2, 2021. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Depreciation of Assets Based on Usage | Asset Basis Rate / term Land improvements Declining balance 10 % Buildings Straight-line 15 - 30 years Yard equipment Declining balance 20 - 30 % Automotive equipment Declining balance 30 % Computer software and equipment Straight-line 3 - 5 years Office equipment Declining balance 20 % Leasehold improvements Straight-line Lesser of lease term or economic life |
Amortization of Intangible Assets | Asset Basis Rate / term Trade names and trademarks Straight-line 2 - 15 years or indefinite-lived Customer relationships Straight-line 6 - 20 years Software and technology assets Straight-line 3 - 7 years Backlog Straight-line 2 years |
Business Combinations (Tables)
Business Combinations (Tables) - SmartEquip [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of purchase price allocation | Purchase price $ 173,806 Assets acquired: Cash and cash equivalents 2,039 Trade and other receivables 2,926 Other current assets 486 Property, plant and equipment 120 Other non-current assets 75 Deferred tax assets 5,098 Intangible assets 71,700 Liabilities assumed: Trade and other liabilities 1,239 Deferred revenue 3,565 Other non-current liabilities 119 Deferred tax liabilities 18,178 Fair value of identifiable net assets acquired 59,343 Goodwill acquired on acquisition $ 114,463 |
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 $ 50,700 4 - 15 years Software and technology assets 18,900 7 years Trade names and trademarks 1,000 3 years Backlog 1,100 2 years Total $ 71,700 11.3 years |
Segmented Information (Tables)
Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segmented Information | |
Schedule of Revenue and Net income by Segment | Year ended December 31, 2022 A&M Other Consolidated Service revenue: Commissions $ 485,916 $ — $ 485,916 Fees 366,079 198,588 564,667 Total service revenue 851,995 198,588 1,050,583 Inventory sales revenue 683,225 — 683,225 Total revenue $ 1,535,220 $ 198,588 $ 1,733,808 Costs of services 104,902 63,225 168,127 Cost of inventory sold 608,574 — 608,574 Selling, general and administrative 466,251 73,682 539,933 Segment profit $ 355,493 $ 61,681 $ 417,174 Acquisition-related costs 37,261 Depreciation and amortization 97,155 Foreign exchange gain (954) Total operating expenses $ 1,450,096 Gain on disposition of property, plant and equipment 170,833 Operating income $ 454,545 Interest expense (57,880) Interest income 6,971 Change in fair value of derivatives 1,263 Other income, net 1,089 Income tax expense (86,230) Net income $ 319,758 Year ended December 31, 2021 A&M Other Consolidated Service revenue: Commissions $ 469,718 $ — $ 469,718 Fees 293,408 154,633 448,041 Total service revenue 763,126 154,633 917,759 Inventory sales revenue 499,212 — 499,212 Total revenue $ 1,262,338 $ 154,633 $ 1,416,971 Costs of services 97,423 57,835 155,258 Cost of inventory sold 447,921 — 447,921 Selling, general and administrative 406,360 49,843 456,203 Segment profit $ 310,634 $ 46,955 $ 357,589 Acquisition-related costs 30,197 Depreciation and amortization 87,889 Foreign exchange loss 792 Total operating expenses $ 1,178,260 Gain on disposition of property, plant and equipment 1,436 Operating income $ 240,147 Interest expense (36,993) Interest income 1,402 Change in fair value of derivatives (1,248) Other income, net 1,924 Income tax expense (53,378) Net income $ 151,854 Year ended December 31, 2020 A&M Other Consolidated Service revenue: Commissions $ 452,882 $ — $ 452,882 Fees 291,775 126,939 418,714 Total service revenue 744,657 126,939 871,596 Inventory sales revenue 505,664 — 505,664 Total revenue $ 1,250,321 $ 126,939 $ 1,377,260 Costs of services 103,232 61,296 164,528 Cost of inventory sold 458,293 — 458,293 SG&A expenses 382,254 28,037 410,291 Segment profit $ 306,542 $ 37,606 $ 344,148 Acquisition-related costs 6,014 D&A expenses 74,921 Foreign exchange loss 1,612 Total operating expenses $ 1,115,659 Gain on disposition of property, plant and equipment 1,559 Operating income $ 263,160 Interest expense (35,568) Interest income 2,337 Other income, net 5,959 Income tax expense (65,530) Net income $ 170,358 |
Schedule of carrying value goodwill | At December 31, 2022 2021 A&M $ 651,539 $ 653,183 Other Mascus 18,846 19,984 Rouse 163,968 163,968 SmartEquip 114,463 110,580 Total Goodwill $ 948,816 $ 947,715 |
Geographic Information of Revenue | United States Canada Australia Europe Other Consolidated Total revenue for the year ended: December 31, 2022 $ 970,848 $ 375,670 $ 181,339 $ 143,232 $ 62,719 $ 1,733,808 December 31, 2021 748,730 281,105 149,551 183,004 54,581 1,416,971 December 31, 2020 754,815 305,236 119,490 158,999 38,720 1,377,260 |
Geographic Information of Long-lived Assets | United States Canada Australia Europe Other Consolidated Total revenue for the year ended: December 31, 2022 $ 970,848 $ 375,670 $ 181,339 $ 143,232 $ 62,719 $ 1,733,808 December 31, 2021 748,730 281,105 149,551 183,004 54,581 1,416,971 December 31, 2020 754,815 305,236 119,490 158,999 38,720 1,377,260 United States Canada Australia Europe Other Consolidated Property, plant and equipment: December 31, 2022 $ 241,937 $ 87,264 $ 20,035 $ 86,702 $ 23,199 $ 459,137 December 31, 2021 232,351 93,826 21,478 75,538 25,894 449,087 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenues. | |
Revenue from the rendering of services and sale of inventory | Year ended December 31, 2022 2021 2020 Commissions $ 485,916 $ 469,718 $ 452,882 Fees Auction related fees 366,079 293,408 291,775 Financing fees 68,862 46,991 32,216 Other fees 129,726 107,642 94,723 Service revenue 1,050,583 917,759 871,596 Inventory sales revenue 683,225 499,212 505,664 $ 1,733,808 $ 1,416,971 $ 1,377,260 |
Operating Expenses (Tables)
Operating Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Expenses | |
Schedule of Direct Operating Expenses | Year ended December 31, 2022 2021 2020 Employee compensation expenses $ 66,081 $ 58,808 $ 54,977 Ancillary and logistical service expenses 52,628 52,301 59,982 Travel, advertising and promotion expenses 22,604 18,536 22,636 Other costs of services 14,718 15,426 17,047 Buildings, facilities and technology expenses 12,096 10,187 9,886 $ 168,127 $ 155,258 $ 164,528 |
Schedule of Selling, General and Administrative Expenses | Year ended December 31, 2022 2021 2020 Wages, salaries and benefits $ 323,686 $ 285,535 $ 257,797 Share-based compensation expense 36,961 23,106 21,879 Buildings, facilities and technology expenses 88,852 73,490 62,755 Travel, advertising and promotion expenses 38,024 25,940 25,780 Professional fees 29,819 25,969 18,220 Other selling, general and administrative 22,591 22,163 23,860 $ 539,933 $ 456,203 $ 410,291 |
Schedule Of Acquisition Related Expenses | Year ended December 31, 2022 2021 2020 IAA $ 21,282 $ — $ — SmartEquip 3,052 4,965 — Euro Auctions 7,385 13,596 — Rouse 5,414 11,636 6,014 Other 128 — — $ 37,261 $ 30,197 $ 6,014 |
Schedule of Depreciation and Amortization Expenses | Year ended December 31, 2022 2021 2020 Depreciation $ 31,421 $ 32,401 $ 31,330 Amortization 65,734 55,488 43,591 $ 97,155 $ 87,889 $ 74,921 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of Effective Income Tax Rate Reconciliation | Year ended December 31, 2022 2021 2020 Earnings before income tax $ 405,988 $ 205,232 $ 235,888 Statutory federal and provincial tax rate in British Columbia, Canada 27.00 % 27.00 % 27.00 % Expected income tax expense $ 109,617 $ 55,413 $ 63,690 Non-deductible expenses 7,978 7,853 4,732 Non-taxable gain on capital items (19,457) (265) (60) Changes in the valuation of deferred tax assets (2,302) (355) (2,027) Different tax rates of subsidiaries operating in foreign jurisdictions (6,394) (6,257) (12,016) U.S. tax reform impacts 7 3,584 17,105 Deductions for tax purposes in excess of accounting expenses (754) (2,698) (1,566) Unrecognized tax benefits (1,476) (474) 817 Benefits of deductible stock options (1,518) (2,121) (4,070) Expired losses with full valuation allowance 689 620 725 Other (160) (1,922) (1,800) $ 86,230 $ 53,378 $ 65,530 |
Summary of Income Tax Expense (Recovery) | Year ended December 31, 2022 2021 2020 Canadian: Current tax expense $ 60,897 $ 21,664 $ 27,766 Deferred tax expense 2,725 5,639 3,970 Foreign: Current tax expense before application of operating loss carryforwards 29,573 30,093 30,280 Tax benefit of operating loss carryforwards (3,987) (2,238) (1,668) Total current tax expense 25,586 27,855 28,612 Deferred tax expense before adjustment to opening valuation allowance (2,978) (1,781) 6,127 Adjustment to opening valuation allowance — 1 (945) Total deferred tax (recovery) expense (2,978) (1,780) 5,182 $ 86,230 $ 53,378 $ 65,530 |
Schedule of Deferred Tax Assets and Liabilities | At December 31, 2022 2021 Deferred tax assets: Working capital $ 15,357 $ 16,622 Property, plant and equipment 5,049 6,098 Share-based compensation 10,580 5,661 Tax losses and tax credit carryforwards 22,131 31,001 Lease liabilities 29,553 28,769 Notes receivable/payable 4,276 760 Other 7,429 6,576 94,375 95,487 Deferred tax liabilities: Property, plant and equipment $ (18,204) $ (18,305) Goodwill (10,564) (7,382) Intangible assets (59,909) (66,320) Right-of-use assets (26,016) (25,606) Long-term debt (131) (3,605) Notes receivable/payable (9,893) (879) Other (7,681) (5,053) (132,398) (127,150) Net deferred tax liabilities $ (38,023) $ (31,663) Valuation allowance (9,308) (13,162) $ (47,331) $ (44,825) |
Schedule of Non-capital Loss Carryforwards | 2023 $ 1,278 2024 194 2025 115 2026 31 2027 and thereafter 39,955 $ 41,573 |
Schedule of Unrecognized Tax Benefits | At December 31, 2022 2021 Unrecognized tax benefits, beginning of year $ 18,859 $ 20,298 Increases – tax positions taken in prior period 591 452 Increases – tax positions taken in current period 590 1,077 Settlement and lapse of statute of limitations (3,570) (3,303) Currency translation adjustment (479) 335 Unrecognized tax benefits, end of year $ 15,991 $ 18,859 |
Earnings Per Share Attributab_2
Earnings Per Share Attributable to Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share Attributable to Stockholders | |
Computation of Basic and Diluted Earnings Per Share | Net income WA Per attributable to number share Year ended December 31, 2022 stockholders of shares amount Basic $ 319,657 110,781,282 $ 2.89 Effect of dilutive securities: Share units — 516,144 (0.01) Stock options — 588,599 (0.02) Diluted $ 319,657 111,886,025 $ 2.86 Net income WA Per attributable to number share Year ended December 31, 2021 stockholders of shares amount Basic $ 151,868 110,315,782 $ 1.38 Effect of dilutive securities: Share units — 388,083 (0.01) Stock options — 702,965 (0.01) Diluted $ 151,868 111,406,830 $ 1.36 Net income WA attributable to number Per share Year ended December 31, 2020 stockholders of shares amount Basic $ 170,095 109,054,493 $ 1.56 Effect of dilutive securities: Share units — 541,054 (0.01) Stock options — 715,437 (0.01) Diluted $ 170,095 110,310,984 $ 1.54 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Information | |
Schedule of Net Changes in Operating Assets and Liabilities | Year ended December 31, 2022 2021 2020 Trade and other receivables $ (44,059) $ (11,607) $ 22,079 Inventory (7,209) (21,884) (18,149) Advances against auction contracts (5,730) 2,073 6,705 Prepaid expenses and deposits 2,613 (17,739) 2,196 Income taxes receivable 16,751 (13,457) 13 Auction proceeds payable 143,111 82,484 (74,114) Trade and other liabilities 14,615 27,995 38,078 Income taxes payable 35,179 (11,484) 9,671 Operating lease obligation (12,932) (11,844) (11,162) Other 8,843 (103) (4,451) Net changes in operating assets and liabilities $ 151,182 $ 24,434 $ (29,134) |
Schedule of Supplemental Cash Flow | Year ended December 31, 2022 2021 2020 Interest paid, net of interest capitalized $ 38,014 $ 45,048 $ 32,521 Interest received 6,971 1,402 2,338 Net income taxes paid 29,562 71,229 43,398 Non-cash purchase of property, plant and equipment under finance lease 13,365 7,720 11,326 Non-cash right of use assets obtained in exchange for new lease obligations 30,251 13,917 10,588 Non-cash equity consideration in connection with Rouse acquisition — — 1,459 |
Schedule of Cash, Cash Equivalents and Restricted Cash | At December 31, 2022 2021 2020 Cash and cash equivalents $ 494,324 $ 326,113 $ 278,766 Restricted cash Current 131,622 102,875 28,129 Non-current — 933,464 — Cash, cash equivalents, and restricted cash $ 625,946 $ 1,362,452 $ 306,895 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement | |
Fair Value Assets Recurring and Nonrecurring | December 31, 2022 December 31, 2021 Carrying Carrying Category amount Fair value amount Fair value Fair values disclosed: Cash and cash equivalents Level 1 $ 494,324 $ 494,324 $ 326,113 $ 326,113 Restricted cash Level 1 131,622 131,622 1,036,339 1,036,339 Loans receivable Level 2 23,362 23,283 7,267 7,267 Derivative financial assets Deal contingent forward contract Level 3 — — 751 751 Forward currency contracts Level 2 150 150 — — Derivative financial liabilities Deal contingent forward contract Level 3 — — 2,005 2,005 Forward currency contracts Level 2 29 29 — — Short-term debt Level 2 29,118 29,118 6,147 6,147 Long-term debt Senior unsecured notes (as defined in Note 22) 2016 Notes Level 1 496,331 491,875 494,531 508,125 2021 USD Notes Level 2 — — 598,052 625,125 2021 CAD Notes Level 2 — — 332,337 339,100 Term loan Level 2 85,166 85,523 92,821 93,226 Long-term revolver loans Level 2 — — 219,699 219,772 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other Receivables | |
Schedule of Trade and Other Receivables | At December 31, 2022 2021 Trade receivables $ 143,790 $ 123,246 Consumption taxes receivable 31,183 20,359 Loans receivable 8,017 7,267 Other receivables 3,458 23 $ 186,448 $ 150,895 |
Schedule of activity in the allowance for expected credit losses | Balance at December 31, 2021 $ (4,396) Current period provision 65 Write-offs charged against the allowance 1,063 Balance at December 31, 2022 $ (3,268) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Current Assets | |
Schedule of Other Current Assets | December 31, December 31, 2022 2021 Advances against auction contracts $ 8,891 $ 4,102 Assets held for sale 323 17,538 Prepaid expenses and deposits 38,977 41,955 Derivative financial asset 150 751 $ 48,341 $ 64,346 |
Summary of Assets Held for Sale | Balance, December 31, 2020 $ — Reclassified from property, plant and equipment 17,779 Disposal (241) Balance at December 31, 2021 $ 17,538 Reclassified from (to) property, plant and equipment (10,148) Disposal (7,067) Balance at December 31, 2022 $ 323 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment | |
Schedule of Property, Plant and Equipment | Accumulated At December 31, 2022 Cost depreciation Net book value Land and improvements $ 368,430 $ (85,537) $ 282,893 Buildings 245,444 (134,969) 110,475 Yard and automotive equipment 86,882 (54,401) 32,481 Computer software and equipment 82,891 (72,496) 10,395 Office equipment 37,554 (28,664) 8,890 Leasehold improvements 23,398 (16,712) 6,686 Assets under development 7,317 — 7,317 $ 851,916 $ (392,779) $ 459,137 Accumulated At December 31, 2021 Cost depreciation Net book value Land and improvements $ 347,980 $ (83,709) $ 264,271 Buildings 250,692 (129,237) 121,455 Yard and automotive equipment 79,536 (53,945) 25,591 Computer software and equipment 84,371 (73,330) 11,041 Office equipment 37,187 (26,957) 10,230 Leasehold improvements 23,471 (15,995) 7,476 Assets under development 9,023 — 9,023 $ 832,260 $ (383,173) $ 449,087 |
Other Non-current Assets (Table
Other Non-current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-current Assets | |
Schedule of Other non-current assets | December 31, December 31, 2022 2021 Right-of-use assets $ 122,934 $ 114,414 Tax receivable 9,088 10,289 Loans receivable 15,346 — Deferred debt issue costs 3,910 5,236 Other 12,097 12,565 $ 163,375 $ 142,504 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Schedule of Indefinite-Lived and Definite-Lived Intangible Assets | Accumulated At December 31, 2022 Cost amortization Net book value Trade names and trademarks $ 54,023 $ (2,889) $ 51,134 Customer relationships 245,407 (85,657) 159,750 Software and technology assets 289,078 (182,303) 106,775 Software under development 4,535 — 4,535 Backlog 1,100 (642) 458 $ 594,143 $ (271,491) $ 322,652 Accumulated At December 31, 2021 Cost amortization Net book value Trade names and trademarks $ 54,400 $ (2,147) $ 52,253 Customer relationships 245,984 (65,480) 180,504 Software and technology assets 255,636 (144,309) 111,327 Software under development 5,424 — 5,424 Backlog 1,100 (92) 1,008 $ 562,544 $ (212,028) $ 350,516 |
Schedule of Annual Amortization Expense | 2023 $ 55,829 2024 41,016 2025 24,661 2026 20,672 2027 18,590 $ 160,768 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill. | |
Schedule of Goodwill | Balance, December 31, 2020 $ 840,610 Additions 108,778 Foreign exchange movement (1,673) Balance, December 31, 2021 $ 947,715 Additions 3,882 Foreign exchange movement (2,781) Balance, December 31, 2022 $ 948,816 |
Trade and Other Liabilities (Ta
Trade and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Trade and Other Liabilities | |
Schedule of Trade and other liabilities | At December 31, 2022 2021 Trade payables $ 77,564 $ 85,743 Accrued liabilities 141,401 116,647 Social security and sales taxes payable 38,741 41,608 Net consumption taxes payable 14,482 11,360 Share unit liabilities 6,267 10,056 Other payables 16,279 12,889 Derivative financial liability 29 2,005 $ 294,763 $ 280,308 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Schedule of Debt | Carrying amount December 31, December 31, 2022 2021 Short-term debt $ 29,118 $ 6,147 Long-term debt: Revolving facilities and delayed-draw term loan facility: Delayed-draw term loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 5.86%, due in monthly installments of interest and quarterly installments of principal, maturing in September 2026 85,523 93,283 Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.29%, due in monthly installments of interest only, maturing in September 2026 - 46,206 Long-term revolver loan denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 2.29%, due in monthly installments of interest only, maturing in September 2026 - 56,492 Long-term revolver loan denominated in U.S. dollars, secured, bearing interest at a weighted average rate of 5.42%, due in monthly installments of interest only, maturing in September 2026 - 117,000 Less: unamortized debt issue costs (357) (463) Senior unsecured notes: Bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January 2025 (the "2016 Notes") 500,000 500,000 Less: unamortized debt issue costs (3,669) (5,469) Bearing interest at 4.75% due in semi-annual installments, with the full amount of principal due in December 2031 (the "2021 USD Notes") - 600,000 Less: unamortized debt issue costs - (1,948) Bearing interest at 4.95% due in semi-annual installments, with the full amount of principal due in December 2029 (the "2021 CAD Notes") - 333,464 Less: unamortized debt issue costs - (1,127) Total long-term debt 581,497 1,737,438 Total debt $ 610,615 $ 1,743,585 Long-term debt: Current portion $ 4,386 $ 3,498 Non-current portion 577,111 1,733,940 Total long-term debt $ 581,497 $ 1,737,438 |
Schedule Of Future Principal Loan Repayments | Face value 2023 $ 4,386 2024 4,386 2025 504,386 2026 72,365 2027 — Thereafter — $ 585,523 |
Other Non-current Liabilities (
Other Non-current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-current Liabilities | |
Schedule of other Non-current Liabilities | December 31, December 31, 2022 2021 Operating lease liability $ 111,871 $ 109,882 Tax payable 15,991 18,859 Finance lease liability 15,349 13,983 Other 4,079 4,536 $ 147,290 $ 147,260 |
Equity and Dividends (Tables)
Equity and Dividends (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of shares issuance activity | Share unit activity is presented below: Equity-classified awards Liability-classified awards PSUs PSUs with Market Conditions RSUs DSUs WA grant WA grant WA grant WA grant date fair date fair date fair date fair Number value Number value Number value Number value Outstanding, December 31, 2019 428,724 $ 32.89 — $ — 237,420 $ 29.72 118,368 $ 29.64 Granted 303,829 42.09 — — 45,781 51.36 19,146 47.01 Vested and settled (156,238) 31.94 — — (98,542) 27.68 — — Forfeited (33,639) 36.60 — — (49,722) 28.14 — — Outstanding, December 31, 2020 542,676 $ 38.09 — $ — 134,937 $ 39.14 137,514 $ 32.06 Granted 160,713 57.67 88,305 65.45 46,675 60.98 19,075 58.48 Vested and settled (161,248) 31.14 — — (93,426) 35.04 — — Forfeited (18,523) 47.58 — — (9,074) 55.81 — — Outstanding at December 31, 2021 523,618 $ 45.90 88,305 $ 65.45 79,112 $ 54.96 156,589 $ 35.28 Granted 236,855 58.53 14,574 69.92 34,495 57.71 21,824 58.24 Vested and settled (93,241) 36.42 — — (37,714) 50.29 (70,048) 36.13 Forfeited (4,598) 51.76 — — (7,869) 60.30 — — Outstanding at December 31, 2022 662,634 $ 51.71 102,879 $ 66.08 68,024 $ 58.32 108,365 $ 39.35 |
Schedule of Quarterly Dividends Declared and Paid | Dividend Total Declaration date per share Record date dividends Payment date Year ended December 31, 2022: Fourth quarter 2021 January 21, 2022 $ 0.2500 February 11, 2022 $ 27,659 March 4, 2022 First quarter 2022 May 6, 2022 0.2500 May 27, 2022 27,693 June 17, 2022 Second quarter 2022 August 3, 2022 0.2700 August 24, 2022 29,932 September 14, 2022 Third quarter 2022 November 2, 2022 0.2700 November 23, 2022 29,935 December 14, 2022 Year ended December 31, 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 Second quarter 2021 August 4, 2021 0.2500 August 25, 2021 27,607 September 15, 2021 Third quarter 2021 November 3, 2021 0.2500 November 24, 2021 27,652 December 15, 2021 Year ended December 31, 2020: Fourth quarter 2019 January 24, 2020 $ 0.2000 February 14, 2020 $ 21,905 March 6, 2020 First quarter of 2020 May 6, 2020 0.2000 May 27, 2020 21,681 June 17, 2020 Second quarter of 2020 August 5, 2020 0.2200 August 26, 2020 24,053 September 16, 2020 Third quarter 2020 November 4, 2020 0.2200 November 25, 2020 24,098 December 16, 2020 |
Shares issued for business combination [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of shares issuance activity | Rouse SmartEquip Total Weighted average Common Fair value Common Fair value Common fair value shares per common shares per common shares per common issued shares issued shares issued shares Outstanding, December 31, 2019 — $ — — $ — — $ — Granted 312,193 71.09 — — 312,193 71.09 Forfeited — — — — — — Outstanding, December 31, 2020 312,193 $ 71.09 — $ — 312,193 $ 71.09 Granted — — 63,971 68.39 63,971 68.39 Vested (67,018) 71.09 — — (67,018) 71.09 Forfeited (55,510) 71.09 — — (55,510) 71.09 Outstanding, December 31, 2021 189,665 $ 71.09 63,971 $ 68.39 253,636 $ 70.41 Granted — — — — — — Vested (104,105) 71.09 (21,325) 68.39 (125,430) 70.63 Forfeited — — — — — — Outstanding, December 31, 2022 85,560 $ 71.09 42,646 $ 68.39 128,206 $ 70.19 |
Share-based Payments (Tables)
Share-based Payments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation Costs Related to Share-Based Payments | Share-based payments consist of the following compensation costs: Year ended December 31, 2022 2021 2020 Selling, general and administrative: Stock option compensation expense $ 12,145 $ 8,365 $ 5,853 Equity-classified share units 22,027 12,574 9,897 Liability-classified share units 3 (580) 3,635 Employee share purchase plan - employer contributions 2,786 2,747 2,497 36,961 23,106 21,882 Acquisition-related costs: Share-based continuing employment costs 7,500 10,771 802 7,500 10,771 802 $ 44,461 $ 33,877 $ 22,684 |
Summary of Stock Option Activity | Stock option activity is presented below: Stock options Premium-priced stock options WA WA Common WA remaining Aggregate Common WA remaining Aggregate shares under exercise contractual intrinsic shares under exercise contractual intrinsic option price life (in years) value option price life (in years) value Outstanding, December 31, 2019 2,797,189 $ 29.05 7.1 $ 38,874 — $ — — $ — Granted 822,626 41.94 — — — — — — Exercised (1,563,941) 28.22 — 37,062 — — — — Forfeited (68,056) 34.30 — — — — — — Expired (2,064) 20.74 — — — — — — Outstanding, December 31, 2020 1,985,754 $ 34.95 7.7 $ 68,717 — $ — — $ — Granted 758,256 56.29 — — 1,017,064 91.24 — — Exercised (495,021) 32.83 — 14,147 — — — — Forfeited (40,932) 45.86 — — — — — — Outstanding, December 31, 2021 2,208,057 $ 42.55 7.7 $ 41,884 1,017,064 $ 91.24 5.7 $ — Granted 710,847 58.08 — — 119,157 91.37 — — Exercised (159,920) 36.72 — 4,494 — — — — Forfeited (28,689) 48.09 — — (17,789) 90.93 — — Outstanding, December 31, 2022 2,730,295 $ 46.88 7.3 $ 31,151 1,118,432 $ 91.26 4.7 $ — Exercisable, December 31, 2022 1,308,853 $ 38.36 5.9 $ 25,815 — $ — — $ — |
Summary of Share Unit Activity | Share unit activity is presented below: Equity-classified awards Liability-classified awards PSUs PSUs with Market Conditions RSUs DSUs WA grant WA grant WA grant WA grant date fair date fair date fair date fair Number value Number value Number value Number value Outstanding, December 31, 2019 428,724 $ 32.89 — $ — 237,420 $ 29.72 118,368 $ 29.64 Granted 303,829 42.09 — — 45,781 51.36 19,146 47.01 Vested and settled (156,238) 31.94 — — (98,542) 27.68 — — Forfeited (33,639) 36.60 — — (49,722) 28.14 — — Outstanding, December 31, 2020 542,676 $ 38.09 — $ — 134,937 $ 39.14 137,514 $ 32.06 Granted 160,713 57.67 88,305 65.45 46,675 60.98 19,075 58.48 Vested and settled (161,248) 31.14 — — (93,426) 35.04 — — Forfeited (18,523) 47.58 — — (9,074) 55.81 — — Outstanding at December 31, 2021 523,618 $ 45.90 88,305 $ 65.45 79,112 $ 54.96 156,589 $ 35.28 Granted 236,855 58.53 14,574 69.92 34,495 57.71 21,824 58.24 Vested and settled (93,241) 36.42 — — (37,714) 50.29 (70,048) 36.13 Forfeited (4,598) 51.76 — — (7,869) 60.30 — — Outstanding at December 31, 2022 662,634 $ 51.71 102,879 $ 66.08 68,024 $ 58.32 108,365 $ 39.35 |
Stock Option Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Significant Assumptions Used to Estimate the Fair Value of Stock Options | Year ended December 31, 2022 2021 2020 Risk free interest rate 2.2 % 0.5 % 0.7 % Expected dividend yield 1.74 % 1.64 % 1.96 % Expected lives of the stock options 4 years 4 years 5 years Expected volatility 31.8 % 32.3 % 28.0 % |
Premium Priced Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Significant Assumptions Used to Estimate the Fair Value of Stock Options | Year ended December 31, 2022 2021 Risk free interest rate 3.0 % 1.1 % Expected dividend yield 1.63 % 1.59 % Expected lives of the stock options 4 years 5 years Expected volatility 30.2 % 30.6 % |
Performance Share Units, Equity Classified Awards [Member] | Senior Executive and Employee Performance Share Unit Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Significant Assumptions Used to Estimate the Fair Value of Stock Options | Year ended December 31, 2022 2021 Risk free interest rate 2.7 % 0.5 % Expected dividend yield 1.63 % 1.63 % Expected lives of the PSUs 2 years 3 years Expected volatility 33.4 % 31.0 % Average expected volatility of comparable companies 34.4 % 38.6 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Breakdown of Lease Expense | Year ended December 31, 2022 2021 2020 Operating lease cost $ 22,966 $ 17,932 $ 16,927 Finance lease cost Amortization of leased assets 10,242 10,804 9,268 Interest on lease liabilities 795 814 915 Short-term lease cost 12,160 10,046 9,799 Sublease income (111) (76) (429) $ 46,052 $ 39,520 $ 36,480 |
Future Minimum Operating Lease Payments | 2023 $ 17,397 2024 17,741 2025 12,992 2026 12,327 2027 11,547 Thereafter 87,301 Total future minimum lease payments $ 159,305 less: imputed interest (34,689) Total operating lease liability $ 124,616 less: operating lease liability - current (12,745) Total operating lease liability - non current $ 111,871 |
Schedule Of Capital Leased Assets | Accumulated Net book At December 31, 2022 Cost depreciation value Auto equipment $ 22,102 $ (9,487) $ 12,615 Computer equipment 14,325 (8,021) 6,304 Yard and others 14,072 (8,930) 5,142 $ 50,499 $ (26,438) $ 24,061 Accumulated Net book At December 31, 2021 Cost depreciation value Auto equipment $ 16,380 $ (6,279) $ 10,101 Computer equipment 13,920 (7,728) 6,192 Yard and others 16,628 (10,683) 5,945 $ 46,928 $ (24,690) $ 22,238 |
Future Minimum Finance Lease Payments | 2023 $ 10,160 2024 7,624 2025 4,518 2026 2,936 2027 1,097 Thereafter — Total future minimum lease payments $ 26,335 less: imputed interest (1,683) Total finance lease liability $ 24,652 less: finance lease liability - current (9,303) Total finance lease liability - non current $ 15,349 |
Significant Accounting Polici_4
Significant Accounting Policies (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Liability Classified Awards [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 3 years |
Significant Accounting Polici_5
Significant Accounting Policies (Depreciation of Assets Based on Usage) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Land improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate | 10% |
Buildings [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets useful life | 15 years |
Buildings [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets useful life | 30 years |
Yard equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate | 20% |
Yard equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate | 30% |
Automotive equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate | 30% |
Computer equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets useful life | 3 years |
Computer equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Fixed assets useful life | 5 years |
Office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Depreciation rate | 20% |
Significant Accounting Polici_6
Significant Accounting Policies (Amortization of Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Backlog [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum [Member] | Trade names and trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum [Member] | Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 6 years |
Minimum [Member] | Software and technology assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum [Member] | Trade names and trademarks [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Maximum [Member] | Customer relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Maximum [Member] | Software and technology assets [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) $ / shares in Units, £ in Millions | 12 Months Ended | ||||||||
Jan. 03, 2023 USD ($) shares | Nov. 07, 2022 USD ($) $ / shares shares | May 04, 2022 | Nov. 02, 2021 USD ($) | Aug. 09, 2021 USD ($) | Aug. 09, 2021 GBP (£) | Dec. 31, 2022 USD ($) | Jan. 31, 2023 $ / shares | Dec. 09, 2022 USD ($) | |
IAA | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration per share | $ 12.80 | ||||||||
Shares issued per share | shares | 0.5252 | ||||||||
Common stock consideration (in shares) | shares | 70,300,000 | ||||||||
Cash consideration | $ 1,700,000,000 | ||||||||
Assumption of net debt | $ 1,200,000,000 | ||||||||
Special dividend per share contingent upon completion of merger agreement | $ / shares | $ 1.08 | $ 1.08 | |||||||
Termination amount required to be paid to the other party In case of termination | $ 189,000,000 | ||||||||
Aggregate amount required to reimburse for its out-of-pocket expenses | $ 5,000,000 | ||||||||
IAA | Existing Stockholders [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Voting equity interests owned, percentage | 59% | ||||||||
IAA | IAA Shareholders [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Voting equity interests owned, percentage | 37% | ||||||||
IAA | Starboard Value LP and certain of its affiliates [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Voting equity interests owned, percentage | 4% | ||||||||
SmartEquip [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Total consideration | $ 173,806,000 | ||||||||
Increased in purchase price due to adjustment in net working capital adjustment | $ 100,000 | ||||||||
Total purchase price | 173,700,000 | 173,800,000 | |||||||
Deferred tax asset decreased, adjustment to goodwill | 3,800,000 | ||||||||
Deferred tax assets | 5,098,000 | $ 5,100,000 | |||||||
Deferred tax assets, net of valuation allowance | $ 900,000 | ||||||||
Euro Auctions Limited [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration under the terms of the SPA, to be paid on closing | $ 1,020,000,000 | £ 775 | |||||||
Subsequent Event [Member] | VeriTread | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 3,000,000 | ||||||||
Voting equity interests owned, percentage | 11% | ||||||||
Number of shares acquired | shares | 1,056,338 | ||||||||
Prior holdings of issued and outstanding shares (as a percent) | 11% | ||||||||
Aggregate holdings of issued and outstanding shares (as a percent) | 75% | 75% | |||||||
Subsequent Event [Member] | VeriTread | Existing Stockholders [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of shares acquired | shares | 8,889,766 | ||||||||
Total consideration | $ 25,000,000 | ||||||||
2021 USD Notes [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Redemption price percentage | 100% | ||||||||
Maximum [Member] | Term LoanA Facility [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate principal amount | $ 1,800,000,000 | ||||||||
Maximum [Member] | Bridge Loan Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate principal amount | $ 2,800,000,000 | ||||||||
Maximum [Member] | Backstop Revolving Facility | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate principal amount | $ 750,000,000 |
Business Combinations (Schedule
Business Combinations (Schedule of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Nov. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill acquired on acquisition | $ 948,816 | $ 947,715 | $ 840,610 | |
SmartEquip [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 173,806 | |||
Cash and cash equivalents | 2,039 | |||
Trade and other receivables | 2,926 | |||
Other current assets | 486 | |||
Property, plant and equipment | 120 | |||
Other non-current assets | 75 | |||
Deferred tax assets | 5,098 | $ 5,100 | ||
Intangible assets | 71,700 | |||
Trade and other liabilities | 1,239 | |||
Deferred revenue | 3,565 | |||
Other non-current liabilities | 119 | |||
Deferred tax liabilities | 18,178 | |||
Fair value of identifiable net assets acquired | 59,343 | |||
Goodwill acquired on acquisition | $ 114,463 | |||
Weighted average amortization period | 11 years 3 months 18 days | |||
SmartEquip [Member] | Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 50,700 | |||
SmartEquip [Member] | Software and technology assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 18,900 | |||
Weighted average amortization period | 7 years | |||
SmartEquip [Member] | Trade names and trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,000 | |||
Weighted average amortization period | 3 years | |||
SmartEquip [Member] | Backlog [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 1,100 | |||
Weighted average amortization period | 2 years | |||
Minimum [Member] | SmartEquip [Member] | Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period | 4 years | |||
Maximum [Member] | SmartEquip [Member] | Customer relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period | 15 years |
Segmented Information (Narrativ
Segmented Information (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Segmented Information | |
Number of reportable segments | 1 |
Segmented Information (Schedule
Segmented Information (Schedule of Revenue and Net income by Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Line Items] | |||
Revenue | $ 1,733,808 | $ 1,416,971 | $ 1,377,260 |
Selling, general and administrative | 539,933 | 456,203 | 410,291 |
Acquisition-related costs | 37,261 | 30,197 | 6,014 |
Depreciation and amortization | 97,155 | 87,889 | 74,921 |
Foreign exchange loss (gain) | (954) | 792 | 1,612 |
Total operating expenses | 1,450,096 | 1,178,260 | 1,115,659 |
Gain on disposition of property, plant and equipment | 170,833 | 1,436 | 1,559 |
Operating income | 454,545 | 240,147 | 263,160 |
Interest expense | (57,880) | (36,993) | (35,568) |
Interest income | 6,971 | 1,402 | 2,337 |
Change in fair value of derivatives, net | 1,263 | (1,248) | |
Other income, net | 1,089 | 1,924 | 5,959 |
Income tax expense | (86,230) | (53,378) | (65,530) |
Net income | 319,758 | 151,854 | 170,358 |
Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 1,733,808 | 1,416,971 | 1,377,260 |
Selling, general and administrative | 539,933 | 456,203 | 410,291 |
Segment profit | 417,174 | 357,589 | 344,148 |
Acquisition-related costs | 37,261 | 30,197 | 6,014 |
Depreciation and amortization | 97,155 | 87,889 | 74,921 |
Foreign exchange loss (gain) | (954) | 792 | 1,612 |
Total operating expenses | 1,450,096 | 1,178,260 | 1,115,659 |
Gain on disposition of property, plant and equipment | 170,833 | 1,436 | 1,559 |
Operating income | 454,545 | 240,147 | 263,160 |
Interest expense | (57,880) | (36,993) | (35,568) |
Interest income | 6,971 | 1,402 | 2,337 |
Change in fair value of derivatives, net | 1,263 | (1,248) | |
Other income, net | 1,089 | 1,924 | 5,959 |
Income tax expense | (86,230) | (53,378) | (65,530) |
Net income | 319,758 | 151,854 | 170,358 |
Auctions and Marketplaces [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 1,535,220 | 1,262,338 | 1,250,321 |
Selling, general and administrative | 466,251 | 406,360 | 382,254 |
Segment profit | 355,493 | 310,634 | 306,542 |
Other Reporting Unit [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 198,588 | 154,633 | 126,939 |
Selling, general and administrative | 73,682 | 49,843 | 28,037 |
Segment profit | 61,681 | 46,955 | 37,606 |
Service Revenues [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 1,050,583 | 917,759 | 871,596 |
Direct expenses | 168,127 | 155,258 | 164,528 |
Service Revenues [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 1,050,583 | 917,759 | 871,596 |
Direct expenses | 168,127 | 155,258 | 164,528 |
Service Revenues [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 851,995 | 763,126 | 744,657 |
Direct expenses | 104,902 | 97,423 | 103,232 |
Service Revenues [Member] | Other Reporting Unit [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 198,588 | 154,633 | 126,939 |
Direct expenses | 63,225 | 57,835 | 61,296 |
Commissions | |||
Segment Reporting [Line Items] | |||
Revenue | 485,916 | 469,718 | 452,882 |
Commissions | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 485,916 | 469,718 | 452,882 |
Commissions | Auctions and Marketplaces [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 485,916 | 469,718 | 452,882 |
Fees | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 564,667 | 448,041 | 418,714 |
Fees | Auctions and Marketplaces [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 366,079 | 293,408 | 291,775 |
Fees | Other Reporting Unit [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 198,588 | 154,633 | 126,939 |
Inventory Sales Revenue [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 683,225 | 499,212 | 505,664 |
Direct expenses | 608,574 | 447,921 | 458,293 |
Inventory Sales Revenue [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 683,225 | 499,212 | 505,664 |
Direct expenses | 608,574 | 447,921 | 458,293 |
Inventory Sales Revenue [Member] | Auctions and Marketplaces [Member] | Operating Segments [Member] | |||
Segment Reporting [Line Items] | |||
Revenue | 683,225 | 499,212 | 505,664 |
Direct expenses | $ 608,574 | $ 447,921 | $ 458,293 |
Segmented Information (Schedu_2
Segmented Information (Schedule of Carrying Value Goodwill) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 02, 2021 | Dec. 31, 2020 |
Goodwill | $ 948,816 | $ 947,715 | $ 840,610 | |
SmartEquip [Member] | ||||
Goodwill | $ 114,463 | |||
Auctions and Marketplaces [Member] | ||||
Goodwill | 651,539 | 653,183 | ||
Other Reporting Unit [Member] | Mascus International Holdings BV [Member] | ||||
Goodwill | 18,846 | 19,984 | ||
Other Reporting Unit [Member] | Rouse Services LLC [Member] | ||||
Goodwill | 163,968 | 163,968 | ||
Other Reporting Unit [Member] | SmartEquip [Member] | ||||
Goodwill | $ 114,463 | $ 110,580 |
Segmented Information (Geograph
Segmented Information (Geographic Information of Revenue and location of assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 1,733,808 | $ 1,416,971 | $ 1,377,260 |
Property, plant and equipment | 459,137 | 449,087 | |
United States [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 970,848 | 748,730 | 754,815 |
Property, plant and equipment | 241,937 | 232,351 | |
Canada [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 375,670 | 281,105 | 305,236 |
Property, plant and equipment | 87,264 | 93,826 | |
Australia [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 181,339 | 149,551 | 119,490 |
Property, plant and equipment | 20,035 | 21,478 | |
Europe [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 143,232 | 183,004 | 158,999 |
Property, plant and equipment | 86,702 | 75,538 | |
Other [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 62,719 | 54,581 | $ 38,720 |
Property, plant and equipment | $ 23,199 | $ 25,894 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 1,733,808 | $ 1,416,971 | $ 1,377,260 |
Service Revenues [Member] | |||
Revenue | 1,050,583 | 917,759 | 871,596 |
Commissions | |||
Revenue | 485,916 | 469,718 | 452,882 |
Auction related fees | |||
Revenue | 366,079 | 293,408 | 291,775 |
Financing fees (RBFS) | |||
Revenue | 68,862 | 46,991 | 32,216 |
Other fees | |||
Revenue | 129,726 | 107,642 | 94,723 |
Inventory Sales Revenue [Member] | |||
Revenue | $ 683,225 | $ 499,212 | $ 505,664 |
Operating Expenses (Schedule of
Operating Expenses (Schedule of Direct Operating Expenses) (Details) - Service Revenues [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee compensation expenses | $ 66,081 | $ 58,808 | $ 54,977 |
Ancillary and logistical service expenses | 52,628 | 52,301 | 59,982 |
Travel, advertising and promotion expenses | 22,604 | 18,536 | 22,636 |
Other costs of services | 14,718 | 15,426 | 17,047 |
Buildings, facilities and technology expenses | 12,096 | 10,187 | 9,886 |
Total direct expenses | $ 168,127 | $ 155,258 | $ 164,528 |
Operating Expenses (Schedule _2
Operating Expenses (Schedule of Selling, General and Administrative Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses | |||
Wages, salaries and benefits | $ 323,686 | $ 285,535 | $ 257,797 |
Share-based compensation expense | 36,961 | 23,106 | 21,879 |
Buildings, facilities and technology expenses | 88,852 | 73,490 | 62,755 |
Travel, advertising and promotion expenses | 38,024 | 25,940 | 25,780 |
Professional fees | 29,819 | 25,969 | 18,220 |
Other selling, general and administrative | 22,591 | 22,163 | 23,860 |
Total selling, general and administrative expenses | $ 539,933 | $ 456,203 | $ 410,291 |
Operating Expenses (Schedule _3
Operating Expenses (Schedule of Acquisition Related Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisition-related costs | $ 37,261 | $ 30,197 | $ 6,014 |
IAA | |||
Acquisition-related costs | 21,282 | ||
SmartEquip [Member] | |||
Acquisition-related costs | 3,052 | 4,965 | |
SmartEquip [Member] | Employment Costs [Member] | |||
Acquisition-related costs | 2,400 | 400 | 0 |
Euro Auctions | |||
Acquisition-related costs | 7,385 | 13,596 | |
Rouse Services LLC [Member] | |||
Acquisition-related costs | 5,414 | 11,636 | 6,014 |
Rouse Services LLC [Member] | Employment Costs [Member] | |||
Acquisition-related costs | 5,100 | $ 10,300 | $ 800 |
Other Acquisitions [Member] | |||
Acquisition-related costs | $ 128 |
Operating Expenses (Schedule _4
Operating Expenses (Schedule of Depreciation and Amortization Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Expenses | |||
Depreciation | $ 31,421 | $ 32,401 | $ 31,330 |
Amortization | 65,734 | 55,488 | 43,591 |
Total depreciation and amortization expenses | $ 97,155 | $ 87,889 | $ 74,921 |
Other Income (Details)
Other Income (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020 USD ($) | |
Other Income | |
Proceeds on contingent consideration from equity investment | $ 1.7 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Capital loss carry-forwards | $ 1,800 | $ 2,500 | |
Foreign provision for income taxes | 93,100 | 100,200 | $ 117,200 |
Undistributed earnings | 744,000 | ||
Unrecognized deferred tax liability related to temporary differences | 17,700 | ||
Earnings retained by subsidiaries and equity accounted investments | 767,000 | 702,700 | 645,800 |
Gross unrecognized tax benefits | 15,991 | 18,859 | $ 20,298 |
Unrecognized tax benefits that would impact effective tax rate | 6,900 | 8,600 | |
Accrued interest and penalties | 3,500 | 3,900 | |
Capital Loss Carryforward [Member] | |||
Income Tax Disclosure [Line Items] | |||
Capital loss carry-forwards | 82,500 | $ 82,200 | |
Canada Revenue Agency [Member] | Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Federal and provincial income tax estimated, exclusive of interest and penalties | 30,000 | ||
Canada Revenue Agency [Member] | Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Federal and provincial income tax estimated, exclusive of interest and penalties | $ 26,000 |
Income Taxes (Schedule of Effec
Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Earnings before income tax | $ 405,988 | $ 205,232 | $ 235,888 |
Statutory federal and provincial tax rate in British Columbia, Canada | 27% | 27% | 27% |
Expected income tax expense | $ 109,617 | $ 55,413 | $ 63,690 |
Non-deductible expenses | 7,978 | 7,853 | 4,732 |
Non-taxable gain on capital items | (19,457) | (265) | (60) |
Changes in the valuation of deferred tax assets | (2,302) | (355) | (2,027) |
Different tax rates of subsidiaries operating in foreign jurisdictions | (6,394) | (6,257) | (12,016) |
U.S. tax reform impacts | 7 | 3,584 | 17,105 |
Income (deductions) for tax purposes in excess of accounting expenses | (754) | (2,698) | (1,566) |
Unrecognized tax benefits | (1,476) | (474) | 817 |
Benefits of deductible stock options | (1,518) | (2,121) | (4,070) |
Expired losses with full valuation allowance | 689 | 620 | 725 |
Other | (160) | (1,922) | (1,800) |
Income tax expense | $ 86,230 | $ 53,378 | $ 65,530 |
Income Taxes (Summary of Income
Income Taxes (Summary of Income Tax Expense (Recovery)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Canadian, Current tax expense | $ 60,897 | $ 21,664 | $ 27,766 |
Canadian, Deferred tax expense | 2,725 | 5,639 | 3,970 |
Current tax expense before application of operating loss carryforwards | 29,573 | 30,093 | 30,280 |
Tax benefit of operating loss carryforwards | (3,987) | (2,238) | (1,668) |
Total current tax expense | 25,586 | 27,855 | 28,612 |
Deferred tax expense before adjustment to opening valuation allowance | (2,978) | (1,781) | 6,127 |
Adjustment to opening valuation allowance | 1 | (945) | |
Total deferred tax (recovery) expense | (2,978) | (1,780) | 5,182 |
Income tax expense | $ 86,230 | $ 53,378 | $ 65,530 |
Income Taxes (Schedule of Defer
Income Taxes (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes | ||
Working capital | $ 15,357 | $ 16,622 |
Property, plant and equipment | 5,049 | 6,098 |
Share-based compensation | 10,580 | 5,661 |
Tax losses and tax credit carryforwards | 22,131 | 31,001 |
Lease liabilities | 29,553 | 28,769 |
Notes receivable/payable | 4,276 | 760 |
Other | 7,429 | 6,576 |
Deferred tax assets | 94,375 | 95,487 |
Property, plant and equipment | (18,204) | (18,305) |
Goodwill | (10,564) | (7,382) |
Intangible assets | (59,909) | (66,320) |
Right-of-use assets | (26,016) | (25,606) |
Long-term debt | (131) | (3,605) |
Notes receivable/payable | (9,893) | (879) |
Other | (7,681) | (5,053) |
Deferred tax liabilities | (132,398) | (127,150) |
Net deferred tax assets (liabilities) | (38,023) | (31,663) |
Valuation allowance | (9,308) | (13,162) |
Total Deferred Tax Assets (Liabilities) | $ (47,331) | $ (44,825) |
Income Taxes (Schedule of Non-c
Income Taxes (Schedule of Non-capital Loss Carryforwards) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Income Taxes | |
2023 | $ 1,278 |
2024 | 194 |
2025 | 115 |
2026 | 31 |
2027 and thereafter | 39,955 |
Non-capital loss carry forwards | $ 41,573 |
Income Taxes (Schedule of Unrec
Income Taxes (Schedule of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of year | $ 18,859 | $ 20,298 |
Increases - tax positions taken in prior period | 591 | 452 |
Increases - tax positions taken in current period | 590 | 1,077 |
Settlement and lapse of statute of limitations | (3,570) | (3,303) |
Currency translation adjustment | (479) | 335 |
Unrecognized tax benefits, end of year | $ 15,991 | $ 18,859 |
Earnings Per Share Attributab_3
Earnings Per Share Attributable to stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income attributable to: | |||
Basic | $ 319,657 | $ 151,868 | $ 170,095 |
Diluted | $ 319,657 | $ 151,868 | $ 170,095 |
Weighted average number of shares outstanding: | |||
Basic | 110,781,282 | 110,315,782 | 109,054,493 |
Diluted | 111,886,025 | 111,406,830 | 110,310,984 |
Per Share Amount | |||
Basic | $ 2.89 | $ 1.38 | $ 1.56 |
Diluted | $ 2.86 | $ 1.36 | $ 1.54 |
Share Units [Member] | |||
Weighted average number of shares outstanding: | |||
Effect of dilutive securities: | 516,144 | 388,083 | 541,054 |
Per Share Amount | |||
Effect of dilutive securities: | (0.01) | (0.01) | (0.01) |
Stock Options [Member] | |||
Weighted average number of shares outstanding: | |||
Effect of dilutive securities: | 588,599 | 702,965 | 715,437 |
Per Share Amount | |||
Effect of dilutive securities: | (0.02) | (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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Operating Capital [Abstract] | |||
Trade and other receivables | $ (44,059) | $ (11,607) | $ 22,079 |
Inventory | (7,209) | (21,884) | (18,149) |
Advances against auction contracts | (5,730) | 2,073 | 6,705 |
Prepaid expenses and deposits | 2,613 | (17,739) | 2,196 |
Income taxes receivable | 16,751 | (13,457) | 13 |
Auction proceeds payable | 143,111 | 82,484 | (74,114) |
Trade and other liabilities | 14,615 | 27,995 | 38,078 |
Income taxes payable | 35,179 | (11,484) | 9,671 |
Operating lease obligation | (12,932) | (11,844) | (11,162) |
Other | 8,843 | (103) | (4,451) |
Net changes in operating assets and liabilities | $ 151,182 | $ 24,434 | $ (29,134) |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Schedule of Supplemental cash flow) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | |||
Interest paid, net of interest capitalized | $ 38,014 | $ 45,048 | $ 32,521 |
Interest received | 6,971 | 1,402 | 2,338 |
Net income taxes paid | 29,562 | 71,229 | 43,398 |
Non-cash purchase of property, plant and equipment under finance lease | 13,365 | 7,720 | 11,326 |
Non-cash right of use assets obtained in exchange for new lease obligations | $ 30,251 | $ 13,917 | 10,588 |
Non-cash equity consideration in connection with Rouse acquisition | $ 1,459 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information (Schedule of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Supplemental Cash Flow Information | ||||
Cash and cash equivalents | $ 494,324 | $ 326,113 | $ 278,766 | |
Restricted cash - Current | 131,622 | 102,875 | 28,129 | |
Restricted Cash - Non-current | 933,464 | |||
Cash, cash equivalents, and restricted cash | $ 625,946 | $ 1,362,452 | $ 306,895 | $ 420,256 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial asset | $ 150 | $ 751 |
Derivative financial liability | 29 | 2,005 |
Carrying Amount [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 494,324 | 326,113 |
Restricted Cash | 131,622 | 1,036,339 |
Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loan receivables | 23,362 | 7,267 |
Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial asset | 150 | |
Derivative financial liability | 29 | |
Carrying Amount [Member] | Recurring [Member] | Level 3 [Member] | Deal Contingent Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial asset | 751 | |
Derivative financial liability | 2,005 | |
Fair Value [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 494,324 | 326,113 |
Restricted Cash | 131,622 | 1,036,339 |
Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Loan receivables | 23,283 | 7,267 |
Fair Value [Member] | Recurring [Member] | Level 2 [Member] | Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial asset | 150 | |
Derivative financial liability | 29 | |
Fair Value [Member] | Recurring [Member] | Level 3 [Member] | Deal Contingent Forward Contract [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative financial asset | 751 | |
Derivative financial liability | 2,005 | |
Short-term Debt [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 29,118 | 6,147 |
Short-term Debt [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 29,118 | 6,147 |
Long-term Debt [Member] | 2016 Notes [Member] | Carrying Amount [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 496,331 | 494,531 |
Long-term Debt [Member] | 2016 Notes [Member] | Fair Value [Member] | Recurring [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 491,875 | 508,125 |
Long-term Debt [Member] | 2021 USD Notes [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 598,052 | |
Long-term Debt [Member] | 2021 USD Notes [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 625,125 | |
Long-term Debt [Member] | 2021 CAD Notes [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 332,337 | |
Long-term Debt [Member] | 2021 CAD Notes [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 339,100 | |
Delayed Draw Term Loans [Member] | Long-term Debt [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 85,166 | 92,821 |
Delayed Draw Term Loans [Member] | Long-term Debt [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | $ 85,523 | 93,226 |
Revolver Loan [Member] | Long-term Debt [Member] | Carrying Amount [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | 219,699 | |
Revolver Loan [Member] | Long-term Debt [Member] | Fair Value [Member] | Recurring [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument | $ 219,772 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Details) $ in Thousands, £ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 GBP (£) contract | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Derivative [Line Items] | |||
Change in fair value of derivatives, net | $ | $ 1,263 | $ (1,248) | |
Forward Contracts [Member] | |||
Derivative [Line Items] | |||
Change in fair value of derivatives, net | $ | $ 4,600 | $ 0 | |
Number of derivative instruments held | contract | 2 | ||
Derivative exposure | £ 343 | ||
Purchase consideration, proposed auction acquisitions | 775 | ||
Forward Contracts [Member] | US Dollar | |||
Derivative [Line Items] | |||
Notional amounts | 216 | ||
Forward Contracts [Member] | Canada Dollars | |||
Derivative [Line Items] | |||
Notional amounts | £ 127 |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Activity in the allowance for expected credit losses | ||
Trade and other receivables, net | $ 186,448 | $ 150,895 |
Balance, December 31, 2021 | (4,396) | |
Current period provision | 65 | |
Write-off charged against the allowance | 1,063 | |
Balance, December 31, 2022 | $ (3,268) | |
Minimum [Member] | ||
Activity in the allowance for expected credit losses | ||
Trade receivable settlement term | 3 days | |
Maximum [Member] | ||
Activity in the allowance for expected credit losses | ||
Trade receivable settlement term | 7 days | |
Trade Receivables [Member] | ||
Activity in the allowance for expected credit losses | ||
Trade and other receivables, net | $ 143,790 | 123,246 |
Consumption Taxes Receivable [Member] | ||
Activity in the allowance for expected credit losses | ||
Trade and other receivables, net | 31,183 | 20,359 |
Loans Receivable [Member] | ||
Activity in the allowance for expected credit losses | ||
Trade and other receivables, net | 8,017 | 7,267 |
Other Receivables [Member] | ||
Activity in the allowance for expected credit losses | ||
Trade and other receivables, net | $ 3,458 | $ 23 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory | |||
Inventory write down | $ 4.4 | $ 2.7 | $ 1.7 |
Other Current Assets (Narrative
Other Current Assets (Narrative) (Details) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Mar. 17, 2022 USD ($) | Mar. 17, 2022 CAD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Period to settle advances against auction contracts | 14 days | |||||
Recognized gain on disposition of property, plant and equipment | $ 169,100 | |||||
Lease term | 2 years | |||||
Assets held for sale | $ 323 | $ 17,538 | ||||
Property purchased | $ 31,972 | 9,816 | $ 14,263 | |||
Amaranth Property | Subsequent Event [Member] | Forecast [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Property purchased | $ 22,000 | |||||
Bolton, Ontario [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Sale consideration | $ 165,000 | $ 208.2 | ||||
Net book value of property plant and equipment | $ 7,100 | |||||
Lease term | 2 years | |||||
Arizona, United States [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Assets held for sale | $ 10,500 |
Other Current Assets (Schedule
Other Current Assets (Schedule of Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Current Assets | ||
Advances against auction contracts | $ 8,891 | $ 4,102 |
Assets held for sale | 323 | 17,538 |
Prepaid expenses and deposits | 38,977 | 41,955 |
Derivative financial asset | $ 150 | $ 751 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Current Assets | Other Current Assets |
Other Current Assets | $ 48,341 | $ 64,346 |
Other Current Assets (Summary o
Other Current Assets (Summary of Assets Held For Sale) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Current Assets | ||
Beginning balance | $ 17,538 | |
Reclassified from (to) property, plant and equipment | (10,148) | $ 17,779 |
Disposal | (7,067) | (241) |
Ending balance | $ 323 | $ 17,538 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Narrative) (Details) $ in Thousands, £ in Millions | 12 Months Ended | ||||
Sep. 28, 2022 USD ($) | Sep. 28, 2022 GBP (£) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Property purchased | $ 31,972 | $ 9,816 | $ 14,263 | ||
Interest capitalized | $ 100 | $ 100 | $ 200 | ||
Interest cost rate | 4.33% | 2.54% | 3.02% | ||
Additions of property, plant and equipment | $ 13,200 | $ 7,500 | $ 11,400 | ||
Maltby auction site | |||||
Property, Plant and Equipment [Line Items] | |||||
Property purchased | $ 13,500 | £ 12.6 | $ 13,500 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 851,916 | $ 832,260 |
Accumulated depreciation | (392,779) | (383,173) |
Net book value | 459,137 | 449,087 |
Land and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 368,430 | 347,980 |
Accumulated depreciation | (85,537) | (83,709) |
Net book value | 282,893 | 264,271 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 245,444 | 250,692 |
Accumulated depreciation | (134,969) | (129,237) |
Net book value | 110,475 | 121,455 |
Yard and Automotive Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 86,882 | 79,536 |
Accumulated depreciation | (54,401) | (53,945) |
Net book value | 32,481 | 25,591 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 82,891 | 84,371 |
Accumulated depreciation | (72,496) | (73,330) |
Net book value | 10,395 | 11,041 |
Office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 37,554 | 37,187 |
Accumulated depreciation | (28,664) | (26,957) |
Net book value | 8,890 | 10,230 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 23,398 | 23,471 |
Accumulated depreciation | (16,712) | (15,995) |
Net book value | 6,686 | 7,476 |
Assets under Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 7,317 | 9,023 |
Net book value | $ 7,317 | $ 9,023 |
Other Non-current Assets (Narra
Other Non-current Assets (Narrative) (Details) $ in Thousands, £ in Millions | 12 Months Ended | |||||||
Sep. 28, 2022 USD ($) | Sep. 28, 2022 GBP (£) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 17, 2022 USD ($) | |
Right-of-use assets | $ 122,934 | $ 114,414 | ||||||
Property purchased | 31,972 | 9,816 | $ 14,263 | |||||
Loans receivable | 23,400 | 7,300 | ||||||
Maltby auction site | ||||||||
Right-of-use assets | $ 9,000 | |||||||
Property purchased | $ 13,500 | £ 12.6 | 13,500 | |||||
Bolton Properties Sale Leaseback Transaction [Member] | ||||||||
Right-of-use assets | $ 16,600 | $ 16,600 | ||||||
Non-current Loans Receivable [Member] | ||||||||
Loans receivable | 15,400 | 0 | ||||||
Trade and Other Receivables [Member] | ||||||||
Loans receivable | $ 8,000 | $ 7,300 | ||||||
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 | Dec. 31, 2022 | Dec. 31, 2021 |
Other Non-current Assets | ||
Right-of-use assets | $ 122,934 | $ 114,414 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other non-current assets | Other non-current assets |
Tax receivable | $ 9,088 | $ 10,289 |
Loans receivable | 15,346 | |
Deferred debt issue costs | 3,910 | 5,236 |
Other | 12,097 | 12,565 |
Other non-current assets | $ 163,375 | $ 142,504 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets | |||
Intangible assets not subject to amortization | $ 54.5 | $ 55.6 | |
Cost of additions reduced by recognition of tax credits | 1.1 | 2.2 | $ 2.6 |
Capitalized cost of software under development | $ 0.4 | $ 0.3 | $ 0.3 |
Interest costs, weighted average rate | 4.82% | 2.48% | 3.04% |
Weighted average amortization period | 8 years 7 months 6 days | 9 years | 9 years 1 month 6 days |
Intangible Assets (Schedule Of
Intangible Assets (Schedule Of Indefinite-Lived And Definite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | $ 594,143 | $ 562,544 |
Accumulated amortization | (271,491) | (212,028) |
Net book value | 322,652 | 350,516 |
Trade names and trademarks [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 54,023 | 54,400 |
Accumulated amortization | (2,889) | (2,147) |
Net book value | 51,134 | 52,253 |
Customer relationships [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 245,407 | 245,984 |
Accumulated amortization | (85,657) | (65,480) |
Net book value | 159,750 | 180,504 |
Software and technology assets [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 289,078 | 255,636 |
Accumulated amortization | (182,303) | (144,309) |
Net book value | 106,775 | 111,327 |
Software Under Development [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 4,535 | 5,424 |
Net book value | 4,535 | 5,424 |
Backlog [Member] | ||
Indefinite-Lived and Finite-Lived Intangible Assets By Major Class [Line Items] | ||
Cost | 1,100 | 1,100 |
Accumulated amortization | (642) | (92) |
Net book value | $ 458 | $ 1,008 |
Intangible Assets (Schedule o_2
Intangible Assets (Schedule of Annual Amortization Expense) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Intangible Assets | |
2023 | $ 55,829 |
2024 | 41,016 |
2025 | 24,661 |
2026 | 20,672 |
2027 | 18,590 |
Total | $ 160,768 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Goodwill, Balance | $ 947,715 | $ 840,610 |
Additions | 3,882 | 108,778 |
Foreign exchange movement | (2,781) | (1,673) |
Goodwill, Balance | 948,816 | 947,715 |
SmartEquip [Member] | ||
Goodwill [Line Items] | ||
Additions | $ 3,900 | |
Goodwill acquired | 110,600 | |
Rouse Services LLC [Member] | ||
Goodwill [Line Items] | ||
Additions | $ 1,800 |
Trade and Other Liabilities (De
Trade and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and Other Liabilities | ||
Trade payables | $ 77,564 | $ 85,743 |
Accrued liabilities | 141,401 | 116,647 |
Social security and sales taxes payable | 38,741 | 41,608 |
Net consumption taxes payable | 14,482 | 11,360 |
Share unit liabilities | 6,267 | 10,056 |
Other payables | 16,279 | 12,889 |
Derivative financial liability | $ 29 | $ 2,005 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Trade and other liabilities | Trade and other liabilities |
Trade and other liabilities | $ 294,763 | $ 280,308 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||
May 04, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 28, 2022 USD ($) | Dec. 21, 2021 USD ($) | Dec. 21, 2021 CAD ($) | Aug. 31, 2021 USD ($) | Aug. 31, 2021 CAD ($) | Dec. 21, 2016 USD ($) | |
Debt [Line Items] | |||||||||||
Repayment of debt | $ 1,131,000,000 | $ 5,328,000 | $ 13,711,000 | ||||||||
Deferred debt issue costs | 3,910,000 | $ 5,236,000 | |||||||||
Loss on redemption of the 2021 Notes | $ 4,792,000 | ||||||||||
2021 Notes | |||||||||||
Debt [Line Items] | |||||||||||
Redemption price percentage | 100% | ||||||||||
Loss on redemption of the 2021 Notes | $ 4,800,000 | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Weighted average interest rate | 5.80% | 1.80% | |||||||||
Fourth Amendment of the Credit Agreement [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,000,000 | ||||||||||
December 2022 Amendment | |||||||||||
Debt [Line Items] | |||||||||||
Debt issue costs incurred | $ 800,000 | ||||||||||
Deferred debt issue costs | 300,000 | ||||||||||
Acquisition-related costs incurred | 500,000 | ||||||||||
5.375% Senior Unsecured Note, Due January 2025 [Member] | Senior Unsecured Notes [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Aggregate principal amount | $ 500,000,000 | ||||||||||
Outstanding debt | 500,000,000 | $ 500,000,000 | |||||||||
Unamortized deferred debt issue costs | $ 3,669,000 | 5,469,000 | |||||||||
Interest rate | 5.375% | 5.375% | |||||||||
Maturity date | Jan. 15, 2025 | ||||||||||
4.95% Senior Unsecured Note, Due December 2029 (2021 CAD Notes) | Senior Unsecured Notes [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Outstanding debt | 333,464,000 | ||||||||||
Unamortized deferred debt issue costs | 1,127,000 | ||||||||||
Interest rate | 4.95% | ||||||||||
2021 USD Notes [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Redemption price percentage | 100% | ||||||||||
2021 USD Notes [Member] | 2021 Notes | |||||||||||
Debt [Line Items] | |||||||||||
Aggregate principal amount | $ 600,000,000 | ||||||||||
Interest rate | 4.75% | 4.75% | |||||||||
2021 CAD Notes [Member] | 2021 Notes | |||||||||||
Debt [Line Items] | |||||||||||
Aggregate principal amount | $ 425 | ||||||||||
Interest rate | 4.95% | 4.95% | |||||||||
Revolving Credit Facility [Member] | Revolving credit facilities, Maturing September 2026 [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Available borrowing capacity | $ 709,800,000 | ||||||||||
Revolving Credit Facility [Member] | Revolving credit facilities, Maturing October 2023 [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Available borrowing capacity | 5,000,000 | ||||||||||
Revolving Credit Facility [Member] | Revolving credit facilities, No Maturity [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Available borrowing capacity | 5,000,000 | ||||||||||
Delayed-draw Term Loan Facility [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Deferred debt issuance costs wrote off | 700,000 | ||||||||||
Delayed-draw Term Loan Facility [Member] | Third Amendment of the Credit Agreement [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Outstanding debt | $ 90,000,000 | $ 118.9 | |||||||||
Delayed-draw Term Loan Facility [Member] | Fourth Amendment of the Credit Agreement [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Maximum borrowing capacity | 295,000,000 | ||||||||||
Remaining borrowing capacity | $ 205,000,000 | $ 205,000,000 | |||||||||
Amortize in equal quarterly installments (as a percent) | 5% | ||||||||||
Term Loan Facility [Member] | |||||||||||
Debt [Line Items] | |||||||||||
Repayment of debt | 2,200,000 | 5,300,000 | |||||||||
Prepayment of debt | 0 | 0 | |||||||||
Term Loan A Facility | December 2022 Amendment | |||||||||||
Debt [Line Items] | |||||||||||
Unamortized deferred debt issue costs | 4,300,000 | $ 5,700,000 | |||||||||
Term Loan A Facility | December 2022 Amendment | IAA | |||||||||||
Debt [Line Items] | |||||||||||
Aggregate principal amount | 1,800,000,000 | ||||||||||
Maximum borrowing capacity | $ 200,000,000 |
Debt (Summary of Debt) (Details
Debt (Summary of Debt) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 21, 2016 | |
Debt [Line Items] | |||
Short-term debt | $ 29,118 | $ 6,147 | |
Total long-term debt | 581,497 | 1,737,438 | |
Total debt | 610,615 | 1,743,585 | |
Current portion | 4,386 | 3,498 | |
Non-current portion | 577,111 | 1,733,940 | |
Delayed Draw Term Loans [Member] | |||
Debt [Line Items] | |||
Less: unamortized debt issue costs | $ (357) | (463) | |
5.86% Term Loan, Due September 2026 [Member] | Delayed Draw Term Loans [Member] | |||
Debt [Line Items] | |||
Weighted average interest rate | 5.86% | ||
Delayed Draw Term Loan, In Canadian Dollars, Available until September 2026 [Member] | Delayed Draw Term Loans [Member] | |||
Debt [Line Items] | |||
Long-term Debt | $ 85,523 | 93,283 | |
Long-term revolver loan, 2.29% Maturing September 2026 [Member] | Revolver Loan [Member] | |||
Debt [Line Items] | |||
Long-term Debt | 46,206 | ||
Weighted average interest rate | 2.29% | ||
Long-term revolver loan, 2.29% Maturing September 2026 [Member] | Revolver Loan [Member] | |||
Debt [Line Items] | |||
Long-term Debt | 56,492 | ||
Weighted average interest rate | 2.29% | ||
Long-term revolver loan, 5.42 Percent Maturing September 2026 [Member] | Revolver Loan [Member] | |||
Debt [Line Items] | |||
Long-term Debt | 117,000 | ||
Weighted average interest rate | 5.42% | ||
5.375% Senior Unsecured Note, Due January 2025 [Member] | Senior Unsecured Notes [Member] | |||
Debt [Line Items] | |||
Long-term Debt | $ 500,000 | 500,000 | |
Less: unamortized debt issue costs | $ (3,669) | (5,469) | |
Interest rate | 5.375% | 5.375% | |
Maturity date | Jan. 15, 2025 | ||
4.75% Senior Unsecured Note, Due December 2031 (2021 USD Notes) | Senior Unsecured Notes [Member] | |||
Debt [Line Items] | |||
Long-term Debt | 600,000 | ||
Less: unamortized debt issue costs | (1,948) | ||
Interest rate | 4.75% | ||
4.95% Senior Unsecured Note, Due December 2029 (2021 CAD Notes) | Senior Unsecured Notes [Member] | |||
Debt [Line Items] | |||
Long-term Debt | 333,464 | ||
Less: unamortized debt issue costs | $ (1,127) | ||
Interest rate | 4.95% |
Debt (Schedule of Future Princi
Debt (Schedule of Future Principal Loan Repayments) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt | |
2023 | $ 4,386 |
2024 | 4,386 |
2025 | 504,386 |
2026 | 72,365 |
Thereafter | |
Total debt | $ 585,523 |
Other Non-current Liabilities_2
Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 17, 2022 | Dec. 31, 2021 |
Other Non-current Liabilities | |||
Operating lease liability | $ 111,871 | $ 4,500 | $ 109,882 |
Tax payable | 15,991 | 18,859 | |
Finance lease liability | $ 15,349 | $ 13,983 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total other non-current liabilities | Total other non-current liabilities | |
Other | $ 4,079 | $ 4,536 | |
Total other non-current liabilities | $ 147,290 | $ 147,260 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Total other non-current liabilities | Total other non-current liabilities | Total other non-current liabilities |
Equity and Dividends (Narrative
Equity and Dividends (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Feb. 11, 2022 | Sep. 13, 2021 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 07, 2022 | |
Dividends Payable [Line Items] | |||||||
Preferred shares issued | 0 | ||||||
Shares forfeited | 55,510 | ||||||
Stock repurchased during period, shares | 0 | 0 | 1,525,312 | ||||
Stock repurchased during period, value | $ 53,200 | ||||||
Acquisition of remaining interest in NCI | $ 5,556 | ||||||
Dividends declared (USD per share) | $ 0.27 | ||||||
Dividends payable date | Mar. 03, 2023 | ||||||
Dividends, date of record | Feb. 10, 2023 | ||||||
Dividends, common stock | $ 27,800 | ||||||
Gain (Loss) from intra-entity foreign currency transactions | $ (10,500) | (8,800) | $ 10,800 | ||||
Starboard Value LP and certain of its affiliates [Member] | Securities Purchase Agreement [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Convertible preferred equity in our Company | $ 485,000 | ||||||
Common share investment in our Company | $ 15,000 | ||||||
Initial conversion price | $ 73 | ||||||
Initial preferred dividend percentage | 5.50% | ||||||
Common share dividends per share per quarter floor | $ 0.27 | ||||||
Redemption price percentage | 102% | ||||||
Shares issued for business combination [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Share capital from additional paid-in capital | 8,600 | 4,800 | |||||
Unrecognized share based continuing employment costs | $ 3,200 | $ 10,700 | |||||
Unrecognized share based continuing employment costs, weighted average period for recognition | 1 year 1 month 6 days | ||||||
Xcira LLC [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Percentage of membership interest acquired | 25% | ||||||
Acquisition of remaining interest in NCI | $ 5,600 | ||||||
Percentage of ownership interest | 100% | ||||||
Subsequent Event [Member] | Starboard Value LP and certain of its affiliates [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Convertible preferred equity in our Company | $ 485,000 | ||||||
Common share investment in our Company | $ 15,000 | ||||||
Rouse Services LLC [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Shares forfeited | 55,510 | ||||||
IAA, Inc [Member] | |||||||
Dividends Payable [Line Items] | |||||||
Special dividend per share contingent upon completion of merger agreement | $ 1.08 | $ 1.08 |
Equity and Dividends (Schedule
Equity and Dividends (Schedule of shares issuance activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common shares issued | |||
Outstanding beginning balance, Shares | 253,636 | 312,193 | |
Granted, Shares | 63,971 | 312,193 | |
Vested, Shares | (125,430) | (67,018) | |
Forfeited, Shares | (55,510) | ||
Outstanding ending balance, Shares | 128,206 | 253,636 | 312,193 |
Fair Value of common shares | |||
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 70.41 | $ 71.09 | |
Granted, Weighted average grant date fair value (per share) | 68.39 | $ 71.09 | |
Vested, Weighted average grant date fair value (per share) | 70.63 | 71.09 | |
Forfeited, Weighted average grant date fair value (per share) | 71.09 | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 70.19 | $ 70.41 | $ 71.09 |
SmartEquip [Member] | |||
Common shares issued | |||
Outstanding beginning balance, Shares | 63,971 | ||
Granted, Shares | 63,971 | ||
Vested, Shares | (21,325) | ||
Outstanding ending balance, Shares | 42,646 | 63,971 | |
Fair Value of common shares | |||
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 68.39 | ||
Granted, Weighted average grant date fair value (per share) | $ 68.39 | ||
Vested, Weighted average grant date fair value (per share) | 68.39 | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 68.39 | $ 68.39 | |
Rouse Services LLC [Member] | |||
Common shares issued | |||
Outstanding beginning balance, Shares | 189,665 | 312,193 | |
Granted, Shares | 312,193 | ||
Vested, Shares | (104,105) | (67,018) | |
Forfeited, Shares | (55,510) | ||
Outstanding ending balance, Shares | 85,560 | 189,665 | 312,193 |
Fair Value of common shares | |||
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 71.09 | $ 71.09 | |
Granted, Weighted average grant date fair value (per share) | $ 71.09 | ||
Vested, Weighted average grant date fair value (per share) | 71.09 | 71.09 | |
Forfeited, Weighted average grant date fair value (per share) | 71.09 | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 71.09 | $ 71.09 | $ 71.09 |
Equity and Dividends (Schedul_2
Equity and Dividends (Schedule of Quarterly Dividends Declared and Paid) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Feb. 11, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.27 | |||
Record date | Feb. 10, 2023 | |||
Payment date | Mar. 03, 2023 | |||
Fourth Quarter 2019 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2000 | |||
Total dividends | $ 21,905 | |||
First Quarter 2020 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2000 | |||
Total dividends | $ 21,681 | |||
Second Quarter 2020 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2200 | |||
Total dividends | $ 24,053 | |||
Third Quarter 2020 [Member] | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2200 | |||
Total dividends | $ 24,098 | |||
Fourth quarter 2020 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2200 | |||
Total dividends | $ 24,181 | |||
First Quarter 2021 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2200 | |||
Total dividends | $ 24,279 | |||
Second quarter 2021 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2500 | |||
Total dividends | $ 27,607 | |||
Third quarter 2021 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2500 | |||
Total dividends | $ 27,652 | |||
Fourth quarter 2021 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2500 | |||
Total dividends | $ 27,659 | |||
First quarter 2022 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2500 | |||
Total dividends | $ 27,693 | |||
Second quarter 2022 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2700 | |||
Total dividends | $ 29,932 | |||
Third quarter 2022 | ||||
Dividends Payable [Line Items] | ||||
Dividend per share | $ 0.2700 | |||
Total dividends | $ 29,935 |
Share-based Payments (Narrative
Share-based Payments (Narrative) (Details) | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Dec. 31, 2022 USD ($) item $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum employee contribution, percentage | 4% | |||||
Granted, Shares | shares | 63,971 | 312,193 | ||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employer matching contribution, percentage | 50% | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employer matching contribution, percentage | 100% | |||||
Performance Share Unit Plans [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Market value of shares vested and released | $ 4,900,000 | $ 0 | $ 0 | |||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award term | 10 years | |||||
Remaining shares authorized for grant | shares | 3,919,069 | 4,705,117 | ||||
Award vesting period | 3 years | |||||
Weighted average share price of options exercised | $ / shares | $ 64.82 | $ 61.40 | $ 51.92 | |||
Weighted average grant date fair value of options granted | $ / shares | $ 14.35 | $ 12.72 | $ 8.69 | |||
Stock options granted (in shares) | shares | 710,847 | 758,256 | 822,626 | |||
Unrecognized compensation costs | $ 7,100,000 | |||||
Unrecognized compensation costs, period for recognition | 2 years | |||||
Proceeds from exercise of employee stock options | $ 5,900,000 | $ 16,300,000 | $ 44,100,000 | |||
Actual tax benefit realized from option exercise | $ 400,000 | $ 1,800,000 | $ 4,600,000 | |||
Number of plans | item | 3 | |||||
Premium Priced Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options granted (in shares) | shares | 119,157 | 1,017,064 | ||||
Weighted average estimated grant date fair value | $ / shares | $ 8 | $ 8.59 | ||||
Unrecognized compensation costs | $ 5,600,000 | |||||
Unrecognized compensation costs, period for recognition | 1 year 10 months 24 days | |||||
Performance Share Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation costs | $ 14,600,000 | |||||
Unrecognized compensation costs, period for recognition | 1 year 9 months 18 days | |||||
Performance Share Units With Market Conditions [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of options granted | $ / shares | $ 69.92 | |||||
Performance period | 2 years | 3 years | 3 years | |||
Award holding period | 1 year | |||||
Discount value | $ / shares | $ 5.34 | |||||
Effective tax rate | 35% | |||||
Unrecognized compensation costs | $ 3,900,000 | |||||
Unrecognized compensation costs, period for recognition | 1 year 7 months 6 days | |||||
Restricted Share Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation costs | $ 1,600,000 | |||||
Unrecognized compensation costs, period for recognition | 1 year 4 months 24 days | |||||
Deferred Share Units [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation costs | $ 0 | |||||
Share unit liability | $ 6,300,000 | $ 10,100,000 |
Share-based Payments (Compensat
Share-based Payments (Compensation Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total compensation costs related to share based payments | $ 44,461 | $ 33,877 | $ 22,684 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock option compensation expense | 12,145 | 8,365 | 5,853 |
Equity-classified share units | 22,027 | 12,574 | 9,897 |
Liability-classified share units | 3 | (580) | 3,635 |
Employee share purchase plan - employer contributions | 2,786 | 2,747 | 2,497 |
Total compensation costs related to share based payments | 36,961 | 23,106 | 21,882 |
Acquisition-related Costs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share based continuing employment costs | 7,500 | 10,771 | 802 |
Total compensation costs related to share based payments | $ 7,500 | $ 10,771 | $ 802 |
Share-based Payments (Summary o
Share-based Payments (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding, Weighted average remaining contractual life (in years) | 5 years 8 months 12 days | |||
Outstanding beginning balance, Aggregate intrinsic value | $ 68,717 | $ 38,874 | ||
Exercised, Aggregate intrinsic value | $ 4,494 | $ 14,147 | 37,062 | |
Outstanding ending balance, Aggregate intrinsic value | 31,151 | $ 68,717 | $ 38,874 | |
Exercisable, Aggregate intrinsic value | $ 25,815 | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding beginning balance, Common shares under option | 2,208,057 | 1,985,754 | 2,797,189 | |
Granted, Common shares under option | 710,847 | 758,256 | 822,626 | |
Exercised, Common shares under option | (159,920) | (495,021) | (1,563,941) | |
Forfeited, Common shares under option | (28,689) | (40,932) | (68,056) | |
Expired, Common shares under option | (2,064) | |||
Outstanding ending balance, Common shares under option | 2,730,295 | 2,208,057 | 1,985,754 | 2,797,189 |
Exercisable, Common shares under option | 1,308,853 | |||
Outstanding beginning balance, Weighted average exercise price (per share) | $ 42.55 | $ 34.95 | $ 29.05 | |
Granted, Weighted average exercise price (per share) | 58.08 | 56.29 | 41.94 | |
Exercised, Weighted average exercise price (per share) | 36.72 | 32.83 | 28.22 | |
Forfeited, Weighted average exercise price (per share) | 48.09 | 45.86 | 34.30 | |
Expired, Weighted average exercise price (per share) | 20.74 | |||
Outstanding ending balance, Weighted average exercise price (per share) | 46.88 | $ 42.55 | $ 34.95 | $ 29.05 |
Exercisable, Weighted average exercise price (per share) | $ 38.36 | |||
Outstanding, Weighted average remaining contractual life (in years) | 7 years 3 months 18 days | 7 years 8 months 12 days | 7 years 8 months 12 days | 7 years 1 month 6 days |
Exercisable, Weighted average remaining contractual life (in years) | 5 years 10 months 24 days | |||
Outstanding beginning balance, Aggregate intrinsic value | $ 41,884 | |||
Outstanding ending balance, Aggregate intrinsic value | $ 41,884 | |||
Premium Priced Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding beginning balance, Common shares under option | 1,017,064 | |||
Granted, Common shares under option | 119,157 | 1,017,064 | ||
Forfeited, Common shares under option | (17,789) | |||
Outstanding ending balance, Common shares under option | 1,118,432 | 1,017,064 | ||
Outstanding beginning balance, Weighted average exercise price (per share) | $ 91.24 | |||
Granted, Weighted average exercise price (per share) | 91.37 | $ 91.24 | ||
Forfeited, Weighted average exercise price (per share) | 90.93 | |||
Outstanding ending balance, Weighted average exercise price (per share) | $ 91.26 | $ 91.24 | ||
Outstanding, Weighted average remaining contractual life (in years) | 4 years 8 months 12 days |
Share-based Payments (Summary_2
Share-based Payments (Summary of Stock Option Pricing Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 2.20% | 0.50% | 0.70% |
Expected dividend yield | 1.74% | 1.64% | 1.96% |
Expected lives of the stock options | 4 years | 4 years | 5 years |
Expected volatility | 31.80% | 32.30% | 28% |
Premium Priced Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 3% | 1.10% | |
Expected dividend yield | 1.63% | 1.59% | |
Expected lives of the stock options | 4 years | 5 years | |
Expected volatility | 30.20% | 30.60% | |
Performance Share Units With Market Conditions [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk free interest rate | 2.70% | 0.50% | |
Expected dividend yield | 1.63% | 1.63% | |
Expected lives of the stock options | 2 years | 3 years | |
Expected volatility | 33.40% | 31% | |
Average expected volatility of comparable companies | 34.40% | 38.60% |
Share-based Payments (Summary_3
Share-based Payments (Summary of Share Unit Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Shares | 253,636 | 312,193 | |
Granted, Shares | 63,971 | 312,193 | |
Vested and settled, Shares | (125,430) | (67,018) | |
Forfeited, Shares | (55,510) | ||
Outstanding ending balance, Shares | 128,206 | 253,636 | 312,193 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 70.41 | $ 71.09 | |
Granted, Weighted average grant date fair value (per share) | 68.39 | $ 71.09 | |
Forfeited, Weighted average grant date fair value (per share) | 71.09 | ||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 70.19 | $ 70.41 | $ 71.09 |
Performance Share Units [Member] | Equity Securities [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Shares | 523,618 | 542,676 | 428,724 |
Granted, Shares | 236,855 | 160,713 | 303,829 |
Vested and settled, Shares | (93,241) | (161,248) | (156,238) |
Forfeited, Shares | (4,598) | (18,523) | (33,639) |
Outstanding ending balance, Shares | 662,634 | 523,618 | 542,676 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 45.90 | $ 38.09 | $ 32.89 |
Granted, Weighted average grant date fair value (per share) | 58.53 | 57.67 | 42.09 |
Vested and settled, Weighted average grant date fair value (per share) | 36.42 | 31.14 | 31.94 |
Forfeited, Weighted average grant date fair value (per share) | 51.76 | 47.58 | 36.60 |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 51.71 | $ 45.90 | $ 38.09 |
Performance Share Units With Market Conditions [Member] | Equity Securities [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Shares | 88,305 | ||
Granted, Shares | 14,574 | 88,305 | |
Outstanding ending balance, Shares | 102,879 | 88,305 | |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 65.45 | ||
Granted, Weighted average grant date fair value (per share) | 69.92 | $ 65.45 | |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 66.08 | $ 65.45 | |
Restricted Share Units [Member] | Equity Securities [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Shares | 79,112 | 134,937 | 237,420 |
Granted, Shares | 34,495 | 46,675 | 45,781 |
Vested and settled, Shares | (37,714) | (93,426) | (98,542) |
Forfeited, Shares | (7,869) | (9,074) | (49,722) |
Outstanding ending balance, Shares | 68,024 | 79,112 | 134,937 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 54.96 | $ 39.14 | $ 29.72 |
Granted, Weighted average grant date fair value (per share) | 57.71 | 60.98 | 51.36 |
Vested and settled, Weighted average grant date fair value (per share) | 50.29 | 35.04 | 27.68 |
Forfeited, Weighted average grant date fair value (per share) | 60.30 | 55.81 | 28.14 |
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 58.32 | $ 54.96 | $ 39.14 |
Deferred Share Units [Member] | Debt securities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding beginning balance, Shares | 156,589 | 137,514 | 118,368 |
Granted, Shares | 21,824 | 19,075 | 19,146 |
Vested and settled, Shares | (70,048) | ||
Forfeited, Shares | |||
Outstanding ending balance, Shares | 108,365 | 156,589 | 137,514 |
Outstanding beginning balance, Weighted average grant date fair value (per share) | $ 35.28 | $ 32.06 | $ 29.64 |
Granted, Weighted average grant date fair value (per share) | 58.24 | 58.48 | 47.01 |
Vested and settled, Weighted average grant date fair value (per share) | 36.13 | ||
Forfeited, Weighted average grant date fair value (per share) | |||
Outstanding ending balance, Weighted average grant date fair value (per share) | $ 39.35 | $ 35.28 | $ 32.06 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Mar. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease fixed term | 2 years | ||||
Weighted average remaining lease term | 12 years 4 months 24 days | 14 years | |||
Discount rate | 3.90% | 3.70% | |||
Additional undiscounted commitments for leases not yet commenced | $ 0 | $ 2,500 | |||
Weighted average remaining finance lease term | 3 years 2 months 12 days | 2 years 10 months 24 days | |||
Finance discount rate | 4.40% | 3.50% | |||
Future minimum sublease payments | $ 1,000 | $ 0 | $ 100 | ||
Net book value | $ 24,061 | $ 22,238 | |||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net | |||
Lease expenditure | $ 35,100 | $ 28,000 | 26,700 | ||
Initial lease term | 2 years | ||||
Renewal term | 1 year | ||||
Right-of-use assets | 122,934 | 114,414 | |||
Operating lease liability | $ 4,500 | $ 111,871 | $ 109,882 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | ||
Operating lease, additional leases term | 2 years | ||||
Property purchased | $ 31,972 | $ 9,816 | $ 14,263 | ||
Bolton Properties Sale Leaseback Transaction [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, remaining life | 28 months | ||||
Right-of-use assets | $ 16,600 | $ 16,600 | |||
Minimum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, remaining life | 1 month | ||||
Finance leases, remaining life | 1 month | ||||
Maximum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating leases, remaining life | 17 years | ||||
Finance leases, remaining life | 5 years |
Leases (Breakdown of Lease Expe
Leases (Breakdown of Lease Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating lease cost | $ 22,966 | $ 17,932 | $ 16,927 |
Amortization of leased assets | 10,242 | 10,804 | 9,268 |
Interest on lease liabilities | 795 | 814 | 915 |
Short-term lease cost | 12,160 | 10,046 | 9,799 |
Sublease income | (111) | (76) | (429) |
Lease expense | $ 46,052 | $ 39,520 | $ 36,480 |
Leases (Future Minimum Operatin
Leases (Future Minimum Operating Lease Payments) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 17, 2022 | Dec. 31, 2021 |
Leases | |||
2023 | $ 17,397 | ||
2024 | 17,741 | ||
2025 | 12,992 | ||
2026 | 12,327 | ||
2027 | 11,547 | ||
Thereafter | 87,301 | ||
Total future minimum lease payments | 159,305 | ||
less: imputed interest | (34,689) | ||
Total operating lease liability | 124,616 | ||
less: operating lease liability - current | (12,745) | ||
Total operating lease liability - non-current | $ 111,871 | $ 4,500 | $ 109,882 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Trade and other receivables | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Leases (Assets Recorded Under F
Leases (Assets Recorded Under Finance Leases) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 50,499 | $ 46,928 |
Accumulated depreciation | (26,438) | (24,690) |
Net book value | $ 24,061 | $ 22,238 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Auto equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 22,102 | $ 16,380 |
Accumulated depreciation | (9,487) | (6,279) |
Net book value | 12,615 | 10,101 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 14,325 | 13,920 |
Accumulated depreciation | (8,021) | (7,728) |
Net book value | 6,304 | 6,192 |
Yard and others [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 14,072 | 16,628 |
Accumulated depreciation | (8,930) | (10,683) |
Net book value | $ 5,142 | $ 5,945 |
Leases (Future Minimum Finance
Leases (Future Minimum Finance Lease Payments) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
2023 | $ 10,160 | |
2024 | 7,624 | |
2025 | 4,518 | |
2026 | 2,936 | |
2027 | 1,097 | |
Total future minimum lease payments | 26,335 | |
less: imputed interest | (1,683) | |
Total finance lease liability | 24,652 | |
less: finance lease liability - current | $ (9,303) | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Accrued Liabilities, Current | |
Total finance lease liability - non-current | $ 15,349 | $ 13,983 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Commitments (Details)
Commitments (Details) $ in Millions | 12 Months Ended | ||
Jun. 01, 2021 USD ($) item | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | |
Commitments | |||
Unconditional purchase obligations | $ 31.9 | ||
Contract period for inventory purchase | 2 years | ||
Number of one year renewal options | item | 3 | ||
Period for options to extend contract period | 1 year | ||
Purchase commitment quantity | item | 600,000 | 380,847 | |
Purchase commitment | $ 77 | ||
Purchase commitment amount purchased | $ 85.2 | ||
Capital Addition Purchase Commitments [Member] | |||
Commitments | |||
Unconditional purchase obligations | 8.8 | $ 1.1 | |
Service Arrangements to Invest in Technology [Member] | |||
Commitments | |||
Unconditional purchase obligations | $ 23.1 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Contingencies | ||
Assets guaranteed under contract | $ 31 | $ 43.5 |
Percentage of assets expected to be sold | 62% | 61% |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] - USD ($) $ in Millions | 1 Months Ended | |
Jan. 31, 2023 | Jan. 03, 2023 | |
Starboard Value LP and certain of its affiliates [Member] | ||
Subsequent Event [Line Items] | ||
Convertible preferred equity in our Company | $ 485 | |
Common share investment in our Company | $ 15 | |
VeriTread LLC [Member] | ||
Subsequent Event [Line Items] | ||
Voting equity interests owned, percentage | 11% | |
Voting equity interests owned including previous interest | 75% | 75% |