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RB GLOBAL INC. - Quarter Report: 2019 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 001-13425

Graphic

Ritchie Bros. Auctioneers Incorporated

(Exact Name of Registrant as Specified in its Charter)

Canada

 

98-0626225

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

9500 Glenlyon Parkway

 

 

Burnaby, British Columbia, Canada

 

V5J 0C6

(Address of Principal Executive Offices)

 

(Zip Code)

(778) 331-5500

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common shares

RBA

New York Stock Exchange

Indicate by checkmark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date: 107,853,398 common shares, without par value, outstanding as of August 7, 2019.

RITCHIE BROS. AUCTIONEERS INCORPORATED

FORM 10-Q

For the quarter ended June 30, 2019

INDEX

PART I – FINANCIAL INFORMATION

ITEM 1:

Consolidated Financial Statements

1

ITEM 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

ITEM 3:

Quantitative and Qualitative Disclosures About Market Risk

46

ITEM 4:

Controls and Procedures

46

PART II – OTHER INFORMATION

ITEM 1:

Legal Proceedings

47

ITEM 1A:

Risk Factors

47

ITEM 2:

Unregistered Sales of Equity Securities and Use of Proceeds

47

ITEM 6:

Exhibits

48

SIGNATURES

49

PART I – FINANCIAL INFORMATION

ITEM 1:           CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Income Statements

(Expressed in thousands of United States dollars, except share and per share data)

(Unaudited)

Three months ended

Six months ended

June 30, 

June 30, 

    

2019

    

2018

    

2019

    

2018

Revenue:

  

  

  

  

Service revenue

$

234,606

$

214,346

$

406,978

$

390,362

Inventory sales revenue

 

158,616

 

94,184

 

289,673

 

178,346

Total revenue

 

393,222

 

308,530

 

696,651

 

568,708

Operating expenses:

 

  

 

  

 

  

 

  

Costs of services

 

50,268

 

43,033

 

86,337

 

79,690

Cost of inventory sold

 

149,818

 

81,702

 

270,293

 

157,493

Selling, general and administrative expenses

 

97,714

 

101,259

 

192,898

 

198,729

Acquisition-related costs

 

38

 

1,399

 

707

 

3,032

Depreciation and amortization expenses

 

17,112

 

16,537

 

34,227

 

32,728

Gain on disposition of property, plant and equipment

 

(101)

 

(271)

 

(250)

 

(616)

Foreign exchange (gain) loss

 

403

 

76

 

881

 

(16)

Total operating expenses

 

315,252

 

243,735

 

585,093

 

471,040

Operating income

 

77,970

 

64,795

 

111,558

 

97,668

Interest expense

 

(10,117)

 

(10,937)

 

(20,933)

 

(22,247)

Other income, net

 

1,679

 

900

 

3,718

 

1,813

Income before income taxes

 

69,532

 

54,758

 

94,343

 

77,234

Income tax expense

 

15,401

 

9,031

 

22,040

 

14,300

Net income

$

54,131

$

45,727

$

72,303

$

62,934

Net income attributable to:

 

  

 

  

 

  

 

  

Stockholders

$

54,036

$

45,717

$

72,200

$

62,855

Non-controlling interests

 

95

 

10

 

103

 

79

Net income

$

54,131

$

45,727

$

72,303

$

62,934

Earnings per share attributable to stockholders:

 

  

 

  

 

  

 

  

Basic

$

0.50

$

0.42

$

0.66

$

0.58

Diluted

$

0.49

$

0.42

$

0.66

$

0.58

Weighted average number of shares outstanding:

 

  

 

  

 

  

 

  

Basic

 

108,707,708

 

107,864,030

 

108,725,871

 

107,610,679

Diluted

 

109,942,768

 

109,019,708

 

109,982,763

 

108,832,776

See accompanying notes to the condensed consolidated financial statements.

Ritchie Bros.

1

Condensed Consolidated Statements of Comprehensive Income

(Expressed in thousands of United States dollars)

(Unaudited)

Three months ended

Six months ended

June 30, 

June 30, 

    

2019

    

2018

    

2019

    

2018

Net income

$

54,131

$

45,727

$

72,303

$

62,934

Other comprehensive income (loss), net of income tax:

 

  

 

  

 

  

 

  

Foreign currency translation adjustment

 

2,457

 

(12,691)

 

823

 

(7,784)

Total comprehensive income

$

56,588

$

33,036

$

73,126

$

55,150

Total comprehensive income attributable to:

 

  

 

  

 

  

 

  

Stockholders

$

56,486

$

33,056

$

73,028

$

55,089

Non-controlling interests

 

102

 

(20)

 

98

 

61

$

56,588

$

33,036

$

73,126

$

55,150

See accompanying notes to the condensed consolidated financial statements.

Ritchie Bros.

2

Condensed Consolidated Balance Sheets

(Expressed in thousands of United States dollars, except share data)

(Unaudited)

June 30, 

December 31, 

    

2019

    

2018

Assets

  

Cash and cash equivalents

$

210,429

$

237,744

Restricted cash

 

128,565

 

67,823

Trade and other receivables

 

338,618

 

129,257

Inventory

 

78,829

 

113,294

Other current assets

 

64,149

 

49,055

Income taxes receivable

 

6,671

 

6,365

Total current assets

 

827,261

 

603,538

Property, plant and equipment

 

473,036

 

486,599

Other non-current assets

 

144,877

 

29,395

Intangible assets

 

239,761

 

245,622

Goodwill

 

672,505

 

671,594

Deferred tax assets

 

17,668

 

15,648

Total assets

$

2,375,108

$

2,052,396

Liabilities and Equity

 

  

 

  

Auction proceeds payable

$

458,116

$

203,503

Trade and other payables

 

175,735

 

201,255

Income taxes payable

 

5,384

 

2,312

Short-term debt

 

8,010

19,896

Current portion of long-term debt

 

18,235

 

13,126

Total current liabilities

 

665,480

 

440,092

Long-term debt

 

686,694

 

698,172

Other non-current liabilities

 

147,454

 

41,980

Deferred tax liabilities

 

38,582

 

35,519

Total liabilities

 

1,538,210

 

1,215,763

Commitments

 

  

 

  

Contingencies

 

  

 

  

Contingently redeemable performance share units

 

1,049

 

923

Stockholders' equity:

 

  

 

  

Share capital:

 

  

 

  

Common stock; no par value, unlimited shares authorized, issued and outstanding shares: 107,836,674 (December 31, 2018: 108,682,030)

 

150,585

 

181,780

Additional paid-in capital

 

54,633

 

56,885

Retained earnings

 

680,915

 

648,255

Accumulated other comprehensive loss

 

(55,449)

 

(56,277)

Stockholders' equity

 

830,684

 

830,643

Non-controlling interest

 

5,165

 

5,067

Total stockholders' equity

 

835,849

 

835,710

Total liabilities and equity

$

2,375,108

$

2,052,396

See accompanying notes to the condensed consolidated financial statements.

Ritchie Bros.

3

Condensed Consolidated Statements of Changes in Equity

(Expressed in thousands of United States dollars, except where noted)

(Unaudited)

Attributable to stockholders

 

    

    

Contingently

Additional

Accumulated

Non-

redeemable

Common stock

paid-In

other

controlling

performance

Number of

capital

Retained

comprehensive

interest

Total

share units

Three months ended June 30, 2019

    

shares

    

Amount

    

("APIC")

    

earnings

    

loss

    

("NCI")

    

equity

    

("PSUs")

Balance, March 31, 2019

108,958,906

$

189,297

$

50,054

$

646,614

$

(57,899)

$

5,063

$

833,129

$

984

Net income

 

 

 

54,036

 

 

95

 

54,131

 

Other comprehensive income

 

 

 

 

2,450

 

7

 

2,457

 

 

 

 

54,036

 

2,450

 

102

 

56,588

 

Stock option exercises

98,433

 

3,190

 

(694)

 

 

 

 

2,496

 

Issuance of common stock related to vesting of share units

3,009

 

110

 

 

  

 

 

 

110

 

Stock option compensation expense

 

 

1,660

 

 

 

 

1,660

 

Equity-classified PSU expense

 

 

3,488

 

 

 

 

3,488

 

47

Equity-classified PSU dividend equivalents

 

 

125

 

(143)

 

 

 

(18)

 

18

Cash dividends paid

 

 

 

(19,592)

 

 

 

(19,592)

 

Shares repurchased

(1,223,674)

 

(42,012)

 

 

 

 

 

(42,012)

 

Balance, June 30, 2019

107,836,674

$

150,585

$

54,633

$

680,915

$

(55,449)

$

5,165

$

835,849

$

1,049

Three months ended June 30, 2018

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Balance, March 31, 2018

107,471,895

$

144,387

$

44,327

$

601,205

$

(37,619)

$

5,150

$

757,450

$

16,576

Net income

 

 

 

 

45,717

 

 

10

 

45,727

 

Other comprehensive loss

 

 

 

 

 

(12,661)

 

(30)

 

(12,691)

 

 

 

 

 

45,717

 

(12,661)

 

(20)

 

33,036

 

Stock option exercises

 

570,487

 

17,350

 

(3,614)

 

 

 

 

13,736

 

Issuance of common stock related to vesting of share units

 

159,969

 

5,161

 

(1,662)

 

 

 

 

3,499

 

6,856

Stock option compensation expense

 

 

 

2,140

 

 

 

 

2,140

 

Equity-classified PSU expense

 

 

 

207

 

 

 

 

207

 

3,019

Equity-classified PSU dividend equivalents

 

 

 

12

 

(124)

 

 

 

(112)

 

112

Change in fair value of contingently redeemable PSUs

 

 

 

 

(114)

 

 

 

(114)

 

114

Cash dividends paid

 

 

 

 

(18,343)

 

 

 

(18,343)

 

Balance, June 30, 2018

 

108,202,351

$

166,898

$

41,410

$

628,341

$

(50,280)

$

5,130

$

791,499

$

12,965

See accompanying notes to the condensed consolidated financial statements.

Ritchie Bros.

4

Condensed Consolidated Statements of Changes in Equity (continued)

(Expressed in thousands of United States dollars, except where noted)

(Unaudited)

    

Attributable to stockholders

    

    

Contingently

Additional

Accumulated

Non-

redeemable

Common stock

paid-In

other

controlling

performance

Number of

capital

Retained

comprehensive

interest

Total

share units

Six months ended June 30, 2019

    

shares

    

Amount

    

("APIC")

    

earnings

    

loss

    

("NCI")

    

equity

    

("PSUs")

Balance, December 31, 2018

108,682,030

$

181,780

$

56,885

$

648,255

$

(56,277)

$

5,067

$

835,710

$

923

Net income

 

 

 

72,200

 

 

103

 

72,303

 

Other comprehensive income

 

 

 

 

828

 

(5)

 

823

 

 

 

 

72,200

 

828

 

98

 

73,126

 

Stock option exercises

181,359

 

5,668

 

(1,544)

 

 

 

 

4,124

 

Issuance of common stock related to vesting of share units

196,959

 

5,149

 

(10,064)

 

 

 

 

(4,915)

 

Stock option compensation expense

 

 

3,199

 

 

 

 

3,199

 

Equity-classified PSU expense

 

 

5,810

 

 

 

 

5,810

 

93

Equity-classified PSU dividend equivalents

 

 

347

 

(380)

 

 

 

(33)

 

33

Change in fair value of contingently redeemable PSUs

 

 

 

 

 

 

 

Cash dividends paid

 

 

 

(39,160)

 

 

 

(39,160)

 

Shares repurchased

(1,223,674)

(42,012)

(42,012)

Balance, June 30, 2019

107,836,674

$

150,585

$

54,633

$

680,915

$

(55,449)

$

5,165

$

835,849

$

1,049

Six months ended June 30, 2018

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Balance, December 31, 2017

 

107,269,783

$

138,582

$

41,005

$

602,609

$

(42,514)

$

5,069

 

744,751

$

9,014

Net income

 

 

 

 

62,855

 

 

79

 

62,934

 

Other comprehensive loss

 

 

 

 

 

(7,766)

 

(18)

 

(7,784)

 

 

 

 

 

62,855

 

(7,766)

 

61

 

55,150

 

Stock option exercises

 

772,599

 

23,155

 

(5,106)

 

 

 

 

18,049

 

Issuance of common stock related to vesting of share units

 

159,969

 

5,161

 

(1,662)

 

 

 

 

3,499

 

(6,856)

Stock option compensation expense

 

 

 

4,483

 

 

 

 

4,483

 

Modification of PSUs

 

 

 

703

 

(134)

 

 

 

569

 

6,132

Equity-classified PSU expense

 

 

 

1,885

 

 

 

 

1,885

 

4,376

Equity-classified PSU dividend equivalents

 

 

 

102

 

(324)

 

 

 

(222)

 

222

Change in fair value of contingently redeemable PSUs

 

 

 

 

(77)

 

 

 

(77)

 

77

Cash dividends paid

 

 

 

 

(36,588)

 

 

 

(36,588)

 

Balance, June 30, 2018

 

108,202,351

$

166,898

$

41,410

$

628,341

$

(50,280)

$

5,130

$

791,499

$

12,965

See accompanying notes to the condensed consolidated financial statements.

Ritchie Bros.

5

Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of United States dollars)

(Unaudited)

Six months ended June 30, 

    

2019

    

2018

Cash provided by (used in):

  

  

Operating activities:

 

  

 

  

Net income

$

72,303

$

62,934

Adjustments for items not affecting cash:

 

  

 

  

Depreciation and amortization expenses

 

34,227

 

32,728

Stock option compensation expense

 

3,199

 

4,483

Equity-classified PSU expense

 

5,903

 

6,261

Deferred income tax expense

 

1,056

 

922

Unrealized foreign exchange (gain) loss

 

(51)

 

92

Gain on disposition of property, plant and equipment

 

(250)

 

(616)

Amortization of debt issuance costs

 

1,765

 

2,073

Other, net

 

6,167

 

(4,263)

Net changes in operating assets and liabilities

 

36,036

 

3,244

Net cash provided by operating activities

 

160,355

 

107,858

Investing activities:

 

  

 

  

Property, plant and equipment additions

 

(4,618)

 

(5,802)

Intangible asset additions

 

(12,175)

 

(12,273)

Proceeds on disposition of property, plant and equipment

 

583

 

1,633

Other, net

 

(1,000)

 

(4,674)

Net cash used in investing activities

 

(17,210)

 

(21,116)

Financing activities:

 

  

 

  

Share repurchase

 

(42,012)

 

Dividends paid to stockholders

 

(39,160)

 

(36,588)

Issuances of share capital

 

4,124

 

18,049

Payment of withholding taxes on issuance of shares

 

(4,915)

 

(3,357)

Proceeds from short-term debt

 

12,879

 

308

Repayment of short-term debt

 

(24,985)

 

(3,372)

Repayment of long-term debt

 

(14,514)

 

(56,555)

Repayment of finance lease obligations

 

(2,937)

 

(1,774)

Other, net

 

 

(1,176)

Net cash used in financing activities

 

(111,520)

 

(84,465)

Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash

 

1,802

 

(4,113)

Increase (decrease)

 

33,427

 

(1,836)

Beginning of period

 

305,567

 

331,116

Cash, cash equivalents, and restricted cash, end of period

$

338,994

$

329,280

See accompanying notes to the condensed consolidated financial statements.

Ritchie Bros.

6

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies

Ritchie Bros. Auctioneers Incorporated and its subsidiaries (collectively referred to as the “Company”) provide global asset management and disposition services, offering customers end-to-end solutions for buying and selling used industrial equipment and other durable assets through its unreserved live on site auctions, online marketplaces, listing services, and private brokerage services. Ritchie Bros. Auctioneers Incorporated is a company incorporated in Canada under the Canada Business Corporations Act, whose shares are publicly traded on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”).

(a) Basis of preparation

These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). They include the accounts of Ritchie Bros. Auctioneers Incorporated and its subsidiaries from their respective dates of formation or acquisition. All significant intercompany balances and transactions have been eliminated.

Certain information and footnote disclosure required by US GAAP for complete annual financial statements have been omitted and, therefore, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2018, included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”). In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

(b) Revenue recognition

Revenues are comprised of:

Service revenue, including the following:
i.Revenue from auction and marketplace (“A&M”) activities, including commissions earned at our live auctions, online marketplaces, and private brokerage services where we act as an agent for consignors of equipment and other assets, and various auction-related fees, including listing and buyer transaction fees; and
ii.Other services revenue, including revenue from listing services, refurbishment, logistical services, financing, appraisal fees and other ancillary 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 to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For live event-based auctions or online auctions, revenue is recognized when the auction sale is complete and the Company has determined that the sale proceeds are collectible. Revenue is measured at the fair value of the consideration received or receivable and is shown net of value-added tax and duties.

Ritchie Bros.

7

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies (continued)

(b) Revenue recognition (continued)

Service revenue

Commissions from sales at the Company’s auctions represent the percentage earned by the Company on the gross proceeds from equipment and other assets sold at auction. The majority of the Company’s commissions are earned as a pre-negotiated fixed rate of the gross selling price. Other commissions from sales at the Company’s auctions are earned from underwritten commission contracts, when the Company guarantees a certain level of proceeds to a consignor.

The Company accepts equipment and other assets on consignment stimulating buyer interest through professional marketing techniques, and matches sellers (also known as consignors) to buyers through the auction or private sale process. Prior to offering an item for sale on its online marketplaces, the Company also performs inspections.

Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and, if applicable, the buyer transaction fee, collects payment from the buyer, and remits the proceeds to the seller, net of the seller commissions, applicable taxes, and applicable fees. Commissions are calculated as a percentage of the hammer price of the property sold at auction. Fees are also charged to sellers for listing and inspecting equipment. Other revenue earned in the process of conducting the Company’s auctions include administrative, documentation, and advertising fees.

On the fall of the auctioneer’s hammer, the highest bidder becomes legally obligated to pay the full purchase price, which is the hammer price of the property purchased and the seller is legally obligated to relinquish the property in exchange for the hammer price less any seller’s commissions. Commission and fee revenue are recognized on the date of the auction sale upon the fall of the auctioneer’s hammer.

Under the standard terms and conditions of its auction sales, the Company is not obligated to pay a consignor for property that has not been paid for by the buyer, provided the property has not been released to the buyer. If the buyer defaults on its payment obligation, also referred to as a collapsed sale, the sale is cancelled in the period in which the determination is made, and the property is returned to the consignor or placed in a later event-based or online auction. Historically cancelled sales have not been material.

Online marketplace commission revenue is reduced by a provision for disputes, which is an estimate of disputed items that are expected to be settled at a cost to the Company, related to settlements of discrepancies under the Company’s equipment condition certification program. The equipment condition certification refers to a written inspection report provided to potential buyers that reflects the condition of a specific piece of equipment offered for sale, and includes ratings, comments, and photographs of the equipment following inspection by one of the Company’s equipment inspectors.

The equipment condition certification provides that a buyer may file a written dispute claim during an eligible dispute period for consideration and resolution at the sole determination of the Company if the purchased equipment is not substantially in the condition represented in the inspection report. Typically disputes under the equipment condition certification program are settled with minor repairs or additional services, such as washing or detailing the item; the estimated costs of such items or services are included in the provision for disputes.

Commission revenue are recorded net of commissions owed to third parties, which are principally the result of situations when the commission is shared with a consignor in an auction guarantee risk and reward sharing arrangement.

Ritchie Bros.

8

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies (continued)

(b) Revenue recognition (continued)

Service revenue (continued)

Underwritten commission contracts can take the form of guarantee contracts. Guarantee contracts typically include a pre-negotiated percentage of the guaranteed gross proceeds plus a percentage of proceeds in excess of the guaranteed amount. If actual auction proceeds are less than the guaranteed amount, commission is reduced; if proceeds are sufficiently lower, the Company can incur a loss on the sale. Losses, if any, resulting from guarantee contracts are recorded in the period in which the relevant auction is completed. If a loss relating to a guarantee contract held at the period end to be sold after the period end is known or is probable and estimable at the financial statement reporting date, the loss is accrued in the financial statements for that period. The Company’s exposure from these guarantee contracts fluctuates over time.

Other services revenue also includes fees for refurbishment, logistical services, financing, appraisal fees and other ancillary service fees. Fees are recognized in the period in which the service is provided to the customer.

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.

On the fall of the auctioneer’s hammer, the highest bidder becomes legally obligated to pay the full purchase price, which is the hammer price of the property purchased. Title to the property is transferred in exchange for the hammer price, and if applicable, the buyer transaction fee plus applicable taxes.

(c) Costs of services

Costs of services are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenue, and earning other fee revenue. Direct expenses include direct labour, buildings and facilities charges, travel, advertising and promotion costs and fees paid to unrelated third parties who introduce the Company to equipment sellers who sell property at the Company’s auctions and marketplaces.

Costs of services incurred to earn online marketplace revenue in addition to the costs listed above also include inspection costs. Inspections are generally performed at the seller’s physical location. The cost of inspections includes payroll costs and related benefits for the Company’s employees that perform and manage field inspection services, the related inspection report preparation and quality assurance costs, fees paid to contractors who perform field inspections, related travel and incidental costs for the Company’s inspection service organization, and office and occupancy costs for its inspection services personnel. Costs of earning online marketplace revenue also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions.

Costs of services incurred in earning other fee revenue include ancillary and logistical service expenses, direct labour (including commissions on sales), software maintenance fees, and materials. Costs of services exclude depreciation and amortization expenses.

Ritchie Bros.

9

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies (continued)

(d) Cost of inventory sold

Cost of inventory sold includes the purchase price of assets sold for the Company’s own account and is determined using a specific identification basis.

(e) Share-based payments

The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related arrangement.

Equity-classified share-based payments

Share unit plans

The Company has a senior executive performance share unit (“PSU”) plan and an employee PSU plan that provides for the award of PSUs to certain senior executives and employees, respectively, of the Company. The Company has the option to settle certain share unit awards in cash or shares and expects to settle them in shares. The cost of PSUs granted is measured at the fair value of the underlying PSUs at the grant date. PSUs vest based on the passage of time and achievement of performance criteria.

The Company also has a senior executive restricted share unit (“RSU”) plan and an employee RSU plan that provides for the award of RSUs to certain senior executives and employees, respectively, of the Company. The Company has the option to settle certain share unit awards in cash or shares and expects to settle all grants on and after 2017 in shares. The cost of RSUs granted is measured at the fair value 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.

This fair value of awards expected to vest under these plans is expensed over the respective remaining service period of the individual awards, on an accelerated recognition basis, with the corresponding increase to APIC recorded in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in earnings, such that the consolidated expense reflects the revised estimate, with a corresponding adjustment to equity. Dividend equivalents on the equity-classified PSUs and RSUs are recognized as a reduction to retained earnings over the service period.

Stock option plans

The Company has three stock option compensation plans that provide for the award of stock options to selected employees, directors and officers of the Company. The cost of options granted is measured at the fair value of the underlying option at the grant date using the Black-Scholes option pricing model. The fair value of options expected to vest under these plans is expensed over the respective remaining service period of the individual awards, on an accelerated recognition basis, with the corresponding increase to APIC recorded in equity. Upon exercise, any consideration paid on exercise of the stock options and amounts fully amortized in APIC are credited to the common shares.

Ritchie Bros.

10

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies (continued)

(e) Share-based payments (continued)

Liability-classified share-based payments

The Company maintains other share unit compensation plans that vest over a period of up to three years after grant. Under those plans, the Company is either required or expects to settle vested awards on a cash basis or by providing cash to acquire shares on the open market on the employee’s behalf, where the settlement amount is determined based on the average price of the Company’s common shares prior to the vesting date or, in the case of deferred share unit (“DSU”) recipients, following cessation of service on the Board of Directors.

These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 16. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest.

The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in other non-current liabilities.

(f) Leases

The Company determines if an arrangement is a lease at inception. The Company may have lease agreements with lease and non-lease components, which are generally accounted for separately. Additionally, for certain vehicle and equipment leases, management applies a portfolio approach to account for the right-of-use (“ROU”) assets and liabilities for assets leased with similar lease terms.

Operating leases

Operating leases are included in other non-current assets, trade and other payables, and other non-current liabilities in our consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less the Company recognizes those lease payments on a straight-line basis over the lease term.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. The Company includes lease payments for renewal or termination options in its determination of lease term, ROU asset, and lease liability when it is reasonably certain that the Company will exercise these options. Lease expense for lease payments is recognized on a straight-line basis over the lease term and are included in Costs of services or Selling, general, and administrative (“SG&A”) expenses.

Ritchie Bros.

11

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies (continued)

(f) Leases (continued)

Finance leases

Finance lease ROU assets are included in property, plant and equipment, trade and other payables, and other non-current liabilities in our consolidated balance sheets.

Finance lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. The Company includes lease payments for renewal, purchase options, or termination options in its determination of lease term, ROU asset, and lease liability when it is reasonably certain that the Company will exercise these options. Finance lease ROU assets are generally amortized over the lease term and are included in depreciation expense. The interest on the finance lease liabilities is included in interest expense.

(g) Inventories

Inventory consists of equipment and other assets purchased for resale in an upcoming live on site auction or online marketplace event. The Company typically purchases inventory for resale through a competitive process where the consignor or vendor has determined this to be the preferred method of disposition through the auction process. In addition, certain jurisdictions require auctioneers to hold title to assets and facilitate title transfer on sale. Inventory is valued at the lower of cost and net realizable value where net realizable value represents the expected sale price upon disposition less make-ready costs and the costs of disposal and transportation. As part of its government business, the Company purchases inventory for resale as part of its commitment to purchase certain surplus government property (note 18). The significant elements of cost include the acquisition price of the inventory and make-ready costs to prepare the inventory for sale that are not selling expenses and in-bound transportation costs. Write-downs to the carrying value of inventory are recorded in cost of inventory sold on the consolidated income statement.

(h) Impairment of long-lived and indefinite-lived assets

Long-lived assets, comprised of property, plant and equipment and intangible assets subject to amortization, are assessed for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for recoverability at the lowest level that generates independent cash flows. An impairment loss is recognized when the carrying value of the assets or asset groups is greater than the future projected undiscounted cash flows. The impairment loss is calculated as the excess of the carrying value over the fair value of the asset or asset group. Fair value is based on valuation techniques or third party appraisals. Significant estimates and judgments are applied in determining these cash flows and fair values.

Indefinite-lived intangible assets are tested annually for impairment as of December 31, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the indefinite-lived intangible asset is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the carrying amount is less than its fair value, a quantitative impairment test is not required. Where a quantitative impairment test is required, the procedure is to compare the indefinite-lived intangible asset’s fair value with its carrying amount. An impairment loss is recognized as the difference between the indefinite-lived intangible asset’s carrying amount and its fair value.

Ritchie Bros.

12

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies (continued)

(i) Goodwill

Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination.

Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31, and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not required.

If a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit.

(j) New and amended accounting standards

Effective January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842). The Company adopted the new standard utilizing the “optional transition method”, which permits the Company to apply the new lease standard at the adoption date. As the optional transition method is being utilized, the Company’s reporting for the comparative periods presented in the financial statements in which it adopts Topic 842 will continue to be reported pursuant to Topic 840.

On adoption, the Company elected to utilize the package of practical expedients permitted within the new standard, which among other things, allows the Company to carryforward the historical lease classification. In addition, the Company elected to utilize the hindsight practical expedient to determine the reasonably certain lease term for existing leases. While lease classification will remain unchanged, hindsight will result in generally longer accounting lease terms where the Company has determined that it is reasonably certain to exercise certain renewal options and thereby increasing the useful lives of the corresponding leasehold improvements. The Company also elected not to recognize the lease assets and liabilities for leases with an initial term of 12 months or less and will recognize those lease payments on a straight-line basis over the lease term.

On adoption of the new standard the Company recognized ROU assets of $103,897,000 with a corresponding increase in operating lease liability. Offsetting the increase in ROU assets recognized was the reclassification of prepaid rent and deferred rent liabilities to ROU assets of $5,752,000. There was no impact on retained earnings or cash flows.

The adoption of the standard had no impact on our debt-covenant compliance under our current agreements.

Ritchie Bros.

13

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

1.    Summary of significant accounting policies (continued)

(k) Recent accounting standards not yet adopted

(i)In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, which replaces the ‘incurred loss methodology’ credit impairment model with a new forward-looking “methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.” ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is only permitted for fiscal years beginning after December 15, 2018, including interim periods within those years. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements.
(ii)In April 2019, the FASB issued ASU 2019-04, Codification Improvement to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The amendments to Topic 326 in this update clarify or address stakeholders’ specific issues about certain aspects of the amendments in update 2016-13. The Company is evaluating this new guidance to determine the impact that it will have on its consolidated financial statements.

2.    Significant judgments, estimates and assumptions

The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Future differences arising between actual results and the judgments, estimates and assumptions made by the Company at the reporting date, or future changes to estimates and assumptions, could necessitate adjustments to the underlying reported amounts of assets, liabilities, revenues and expenses in future reporting periods.

Judgments, estimates and underlying assumptions are evaluated on an ongoing basis by management, and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. 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 purchase price allocations, the carrying amounts of goodwill, the useful lives of long-lived assets, share based compensation, the determination of lease term and lease liabilities, deferred income taxes, reserves for tax uncertainties, and other contingencies.

3.    Seasonality

The Company’s operations are both seasonal and event driven. Revenues tend to be the highest during the second and fourth calendar quarters. The Company generally conducts more live, on site auctions during these quarters than during the first and third calendar quarters. Late December through mid-February and mid-July through August are traditionally less active periods. Online volumes are similarly affected as supply of used equipment is lower in the third quarter as it is actively being used and not available for sale.

Ritchie Bros.

14

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

4.    Segmented information

The Company’s principal business activity is the management and disposition of used industrial equipment and other durable assets. The Company’s operations are comprised of one reportable segment and other business activities that are not reportable as follows:

Auctions and Marketplaces – This is the Company’s only reportable segment, which consists of the Company’s live on site auctions, its online auctions and marketplaces, and its brokerage service;
Other includes the results of Ritchie Bros. Financial Services (“RBFS”), Mascus online services, and the results from various value-added services and make-ready activities, including the Company’s equipment refurbishment services, asset appraisal services, and Ritchie Bros. Logistical Services.

Three months ended June 30, 2019

Six months ended June 30, 2019

    

A&M

    

Other

    

Consolidated

    

A&M

    

Other

    

Consolidated

Service revenue

$

201,050

$

33,556

$

234,606

$

344,487

$

62,491

$

406,978

Inventory sales revenue

 

158,616

 

 

158,616

 

289,673

 

 

289,673

Total revenue

$

359,666

$

33,556

$

393,222

$

634,160

$

62,491

$

696,651

Costs of services

 

32,551

 

17,717

 

50,268

 

53,368

 

32,969

 

86,337

Cost of inventory sold

 

149,818

 

 

149,818

 

270,293

 

 

270,293

SG&A expenses

 

91,466

 

6,248

 

97,714

 

180,648

 

12,250

 

192,898

Segment profit

$

85,831

$

9,591

$

95,422

$

129,851

$

17,272

$

147,123

Acquisition-related costs

 

  

 

  

 

38

 

  

 

  

 

707

Depreciation and amortization expenses ("D&A")

 

  

 

  

 

17,112

 

  

 

  

 

34,227

Gain on disposition of property, plant and equipment ("PPE")

 

  

 

  

 

(101)

 

  

 

  

 

(250)

Foreign exchange loss

 

  

 

  

 

403

 

  

 

  

 

881

Operating income

 

  

 

  

$

77,970

 

  

 

  

$

111,558

Interest expense

 

  

 

  

 

(10,117)

 

  

 

  

 

(20,933)

Other income, net

 

  

 

  

 

1,679

 

  

 

  

 

3,718

Income tax expense

 

  

 

  

 

(15,401)

 

  

 

  

 

(22,040)

Net income

 

  

 

  

$

54,131

 

  

 

  

$

72,303

Ritchie Bros.

15

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

4.    Segmented information (continued)

Three months ended June 30, 2018

Six months ended June 30, 2018

    

A&M

    

Other

    

Consolidated

    

A&M

    

Other

    

Consolidated

Service revenue

$

180,067

$

34,279

$

214,346

$

328,472

$

61,890

$

390,362

Inventory sales revenue

 

94,184

 

 

94,184

 

178,346

 

 

178,346

Total revenue

274,251

 

34,279

 

308,530

$

506,818

$

61,890

 

568,708

Costs of services

 

21,381

 

21,652

 

43,033

 

42,829

 

36,861

 

79,690

Cost of inventory sold

 

81,702

 

 

81,702

 

157,493

 

 

157,493

SG&A expenses

 

95,959

 

5,300

 

101,259

 

188,961

 

9,768

 

198,729

Segment profit

$

75,209

 

7,327

 

82,536

$

117,535

$

15,261

$

132,796

Acquisition-related costs

 

  

 

  

 

1,399

 

  

 

  

 

3,032

D&A expenses

 

  

 

  

 

16,537

 

  

 

  

 

32,728

Gain on disposition of PPE

 

  

 

  

 

(271)

 

  

 

  

 

(616)

Foreign exchange (gain) loss

 

  

 

  

 

76

 

  

 

  

 

(16)

Operating income

 

  

 

  

$

64,795

 

  

 

  

$

97,668

Interest expense

 

  

 

  

 

(10,937)

 

  

 

  

 

(22,247)

Other income, net

 

  

 

  

 

900

 

  

 

  

 

1,813

Income tax expense

 

  

 

  

 

(9,031)

 

  

 

  

 

(14,300)

Net income

 

  

 

  

$

45,727

 

  

 

  

$

62,934

The Company’s geographic breakdown of total revenue as determined by the revenue and location of assets, which represents property, plant and equipment is as follows:

United 

  

States

Canada

Europe

Other

Consolidated

Total revenue for the three months ended:

    

  

    

  

    

  

    

  

    

  

June 30, 2019

$

212,233

$

90,410

$

47,283

$

43,296

$

393,222

June 30, 2018

142,931

 

82,776

 

44,826

 

37,997

 

308,530

Total revenue for the six months ended:

 

  

 

  

 

  

 

  

 

  

June 30, 2019

 

395,806

 

121,940

 

102,068

 

76,837

 

696,651

June 30, 2018

 

278,499

 

148,585

 

79,398

 

62,226

 

568,708

5.    Revenue

The Company’s revenue from the rendering of services is as follows:

Three months ended

Six months ended

June 30, 

June 30, 

2019

2018

2019

2018

Service revenue:

    

  

    

  

    

  

    

  

Commissions

$

134,466

$

124,697

$

226,746

$

225,991

Fees

 

100,140

 

89,649

 

180,232

 

164,371

 

234,606

 

214,346

 

406,978

 

390,362

Inventory sales revenue

 

158,616

 

94,184

 

289,673

 

178,346

$

393,222

$

308,530

$

696,651

$

568,708

Ritchie Bros.

16

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

6.    Operating expenses

Costs of services

Three months ended

Six months ended

June 30, 

June 30, 

    

2019

    

2018

    

2019

    

2018

Ancillary and logistical service expenses

$

16,472

  

$

19,980

$

30,231

  

$

34,560

Employee compensation expenses

14,906

 

10,931

25,713

 

19,950

Buildings, facilities and technology expenses

2,172

 

2,663

4,306

 

5,290

Travel, advertising and promotion expenses

12,807

 

7,806

18,675

 

14,614

Other costs of services

3,911

 

1,653

7,412

 

5,276

$

50,268

$

43,033

$

86,337

$

79,690

SG&A expenses

Three months ended

Six months ended

 

June 30, 

 

June 30, 

    

2019

    

2018

    

2019

    

2018

Employee compensation expenses

$

63,889

 

66,699

$

125,353

$

129,992

Buildings, facilities and technology expenses

 

14,582

 

15,436

 

30,497

 

30,709

Travel, advertising and promotion expenses

 

9,225

 

8,800

 

18,367

 

18,519

Professional fees

 

4,155

 

5,388

 

8,230

 

9,655

Other SG&A expenses

 

5,863

 

4,936

 

10,451

 

9,854

$

97,714

 

$

101,259

$

192,898

$

198,729

Acquisition-related costs

Acquisition-related costs consist of operating expenses directly incurred as part of a business combination, due diligence and integration planning related to the IronPlanet acquisition, and continuing employment costs that are recognized separately from our business combinations.

Three months ended

Six months ended

June 30, 

June 30, 

    

2019

    

2018

    

2019

    

2018

IronPlanet:

  

 

  

  

 

  

Other acquisition-related costs

$

  

$

456

  

$

82

  

$

1,095

Other acquisitions:

  

 

  

  

 

  

Continuing employment costs

 

885

  

87

 

  

1,853

Other acquisition-related costs

38

 

58

  

538

 

  

84

$

38

$

1,399

$

707

 

$

3,032

Depreciation and amortization expenses

Three months ended

Six months ended

    

June 30, 

    

June 30, 

    

2019

    

2018

    

2019

    

2018

Depreciation expense

$

7,157

$

7,292

$

14,325

$

14,208

Amortization expense

 

9,955

 

9,245

 

19,902

 

18,520

$

17,112

$

16,537

$

34,227

$

32,728

Ritchie Bros.

17

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

7.    Income taxes

At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.

For the three months ended June 30, 2019, income tax expense was $15,401,000, compared to an income tax expense of $9,031,000 for the same period in 2018. The effective tax rate was 22% in the second quarter of 2019, compared to 16% in the second quarter of 2018. The effective tax rate increased in the second quarter of 2019 compared to the second quarter of 2018 primarily due to impacts of the U.S. tax reform and a greater proportion of annual income subject to tax in jurisdictions with higher tax rates.

For the six months ended June 30, 2019, income tax expense was $22,040,000, compared to an income tax expense of $14,300,000 for the same period in 2018. The effective tax rate was 23% for the six months ended June 30, 2019, compared to 19% for the six months ended June 30, 2018. The effective tax rate increased in the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily due to impacts of the U.S. tax reform and a greater proportion of annual income subject to tax in jurisdictions with higher tax rates.

The Tax Cuts and Jobs Act, or TCJA, was enacted on December 22, 2017. It is possible that additional legislation, regulations and/or guidance may be issued, and possibly with retroactive effect, in the future that may result in additional adjustments to the tax expense recorded related to the TCJA.

8.    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 WA number of shares of common stock outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include unvested PSUs, RSUs, and outstanding stock options. The dilutive effect of potentially dilutive securities is reflected in diluted EPS by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.

Three months ended

Six months ended

June 30, 2019

June 30, 2019

Net income to

WA

Per

Net income

WA

Per

 

attributable

 

number

 

share

 

attributable to

 

number

 

share

    

stockholders

    

of shares

    

amount

    

stockholders

    

of shares

    

amount

Basic

$

54,036

 

108,707,708

$

0.50

$

72,200

 

108,725,871

$

0.66

Effect of dilutive securities:

 

  

 

  

 

  

 

  

 

  

 

  

Share units

 

 

442,601

 

 

 

464,613

 

Stock options

 

 

792,459

 

(0.01)

 

 

792,279

 

Diluted

$

54,036

 

109,942,768

$

0.49

$

72,200

 

109,982,763

$

0.66

Ritchie Bros.

18

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

8.    Earnings per share attributable to stockholders (continued)

Three months ended

    

Six months ended

June 30, 2018

June 30, 2018

Net income

WA

Per

Net income

WA

Per

 

attributable to

 

number

 

share

 

attributable to

 

number

 

share

    

stockholders

    

of shares

    

amount

    

stockholders

    

of shares

    

amount

Basic

$

45,717

 

107,864,030

$

0.42

$

62,855

 

107,610,679

$

0.58

Effect of dilutive securities:

 

  

 

  

 

  

 

  

 

  

 

  

Share units

 

 

314,618

 

 

 

336,353

 

Stock options

 

 

841,060

 

 

 

885,744

 

Diluted

$

45,717

 

109,019,708

$

0.42

$

62,855

 

108,832,776

$

0.58

9.    Supplemental cash flow information

Six months ended June 30,

    

2019

    

2018

Trade and other receivables

$

(208,486)

$

(100,339)

Inventory

 

33,584

 

(27,801)

Advances against auction contracts

 

188

 

261

Prepaid expenses and deposits

 

739

 

(2,547)

Income taxes receivable

 

(306)

 

6,430

Auction proceeds payable

 

252,765

 

129,008

Trade and other payables

 

(40,263)

 

(11,910)

Income taxes payable

 

3,341

 

6,585

Share unit liabilities

 

 

1,216

Other

 

(5,526)

 

2,341

Net changes in operating assets and liabilities

$

36,036

$

3,244

Six months ended June 30, 

    

2019

    

2018

Interest paid, net of interest capitalized

$

19,024

$

20,058

Interest received

 

1,918

 

1,229

Net income taxes paid

 

18,455

 

3,547

Non-cash purchase of property, plant and equipment under capital lease

$

8,335

$

3,012

June 30, 

December 31, 

    

2019

    

2018

Cash and cash equivalents

$

210,429

$

237,744

Restricted cash

 

128,565

67,823

Cash, cash equivalents, and restricted cash

$

338,994

$

305,567

Ritchie Bros.

19

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

10.    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.

  

June 30, 2019

December 31, 2018

Carrying

Carrying

    

Category

    

amount

    

Fair value

    

amount

    

Fair value

Fair values disclosed:

 

  

 

  

 

  

 

  

 

  

Cash and cash equivalents

 

Level 1

$

210,429

$

210,429

$

237,744

$

237,744

Restricted cash

 

Level 1

 

128,565

 

128,565

 

67,823

 

67,823

Short-term debt

 

Level 2

 

8,010

 

8,010

 

19,896

 

19,896

Long-term debt

 

  

 

  

 

  

 

  

 

  

Senior unsecured notes

 

Level 1

 

490,027

 

516,888

 

489,136

 

487,813

Term loans

 

Level 2

 

214,902

 

216,802

 

222,162

 

224,582

The carrying value of the Company’s cash and cash equivalents, restricted cash, trade and other receivables, advances against auction contracts, auction proceeds payable, trade and other payables, and short term debt approximate their fair values due to their short terms to maturity. The carrying value of the term loans, before deduction of deferred debt issue costs, approximates their fair value as the interest rates on the loans were short-term in nature. The fair value of the senior unsecured notes is determined by reference to a quoted market price.

11.    Other current assets

June 30, 

December 31, 

    

2019

    

2018

Advances against auction contracts

$

15,364

$

15,558

Assets held for sale

 

30,983

 

15,051

Prepaid expenses and deposits

 

17,802

 

18,446

$

64,149

$

49,055

Assets held for sale

Balance, December 31, 2018

$

15,051

Reclassified from (to) property, plant and equipment

 

15,932

Balance, June 30, 2019

$

30,983

As at June 30, 2019, the Company’s assets held for sale consisted of four excess properties located in the United States. Management made the strategic decision to sell these properties to maximize the Company’s return on invested capital. The estimated sales proceeds are expected to be in excess of the current book value. The properties have been actively marketed for sale, and management expects the sales to be completed within 12 months of June 30, 2019. These properties belong to the A&M reportable segment.

Ritchie Bros.

20

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

12.    Other non-current assets

June 30, 

December 31, 

    

2019

    

2018

Right-of-use assets

 

$

114,243

 

$

Tax receivable

 

 

12,675

 

 

12,705

Equity-accounted investments

 

 

4,238

 

 

4,010

Deferred debt issue costs

 

 

1,725

 

 

2,017

Other

 

 

11,996

 

 

10,663

 

$

144,877

 

$

29,395

13.    Debt

Carrying amount

 

June 30, 

 

December 31, 

    

2019

    

2018

Short-term debt

$

8,010

$

19,896

Long-term debt:

 

  

 

  

Term loans:

 

  

 

  

Denominated in Canadian dollars, secured, bearing interest at a weighted average rate of 3.974%, due in monthly installments of interest only and quarterly installments of principal, maturing in October 2021

 

164,112

 

161,891

Denominated in United States dollars, secured, bearing interest at a weighted average rate of 4.398%, due in weekly installments of interest only and quarterly installments of principal, maturing in October 2021

 

52,690

 

62,690

Less: unamortized debt issue costs

 

(1,900)

 

(2,419)

Senior unsecured notes:

 

  

 

  

Bearing interest at 5.375% due in semi-annual installments, with the full amount of principal due in January 2025

 

500,000

 

500,000

Less: unamortized debt issue costs

 

(9,973)

 

(10,864)

Total long-term debt

 

704,929

 

711,298

Total debt

$

712,939

$

731,194

Long-term debt:

 

  

 

  

Current portion

$

18,235

$

13,126

Non-current portion

 

686,694

 

698,172

Total long-term debt

$

704,929

$

711,298

During the three and six months ended June 30, 2019, the Company made voluntary prepayments totalling $nil and $10,000,000, respectively (2018 - $25,000,000 and $50,000,000, respectively) on the term loan denominated in United States dollars. Prepayments are applied against future scheduled mandatory payments. The amount available pursuant to the term loan facility was only available to finance the acquisition of IronPlanet and will not be available for other corporate purposes upon repayment of amounts borrowed under that facility.

Short-term debt is comprised of drawings in different currencies on the Company’s committed revolving credit facilities, and for the three months ended June 30, 2019, have a weighted average interest rate of 2.1% (December 31, 2018: 2.3%).

As at June 30, 2019, the Company had unused committed revolving credit facilities aggregating $485,960,000 of which $481,251,000 is available until October 27, 2021.

Ritchie Bros.

21

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

14.    Other non-current liabilities

June 30, 

December 31, 

    

2019

    

2018

Operating lease liability

$

109,014

$

Tax payable

 

20,464

 

22,583

Finance lease liability

 

14,710

 

10,146

Other

 

3,266

 

9,251

$

147,454

$

41,980

15.    Equity and dividends

Share capital

Preferred stock

Unlimited number of senior preferred shares, without par value, issuable in series.

Unlimited number of junior preferred shares, without par value, issuable in series.

All issued shares are fully paid. No preferred shares have been issued.

Share repurchase

There were 1,223,674 common shares repurchased for $42,012,000 during the three months ended June 30, 2019 (June 30, 2018: no repurchased common shares).

Dividends

Declared and paid

The Company declared and paid the following dividends during the six months ended June 30, 2019 and 2018:

    

    

Dividend  

    

    

Total

    

Declaration date

per share

Record date

dividends

Payment date

Six months ended June 30, 2019:

 

  

 

  

 

  

 

  

 

  

January 25, 2019

$

0.1800

February 15, 2019

$

19,568

March 8, 2019

May 8, 2019

 

0.1800

May 29, 2019

 

19,592

June 19, 2019

Six months ended June 30, 2018:

  

 

  

  

 

  

  

January 26, 2018

$

0.1700

February 16, 2018

$

18,246

March 9, 2018

May 9, 2018

 

0.1700

May 30, 2018

 

18,342

June 20, 2018

Declared and undistributed

Subsequent to June 30, 2019, the Company’s Board of Directors declared a quarterly dividend of $0.20 cents per common share, payable on September 18, 2019 to stockholders of record on August 28, 2019. This dividend payable has not been recognized as a liability in the financial statements. The payment of this dividend will not have any tax consequences for the Company.

Foreign currency translation reserve

Foreign currency translation adjustments include intra-entity foreign currency transactions that are of a long-term investment nature, which generated net gains of $2,508,000 and $1,653,000 for the three and six months ended June 30, 2019 (2018: net losses of $7,321,000 and $5,184,000).

Ritchie Bros.

22

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

16.    Share-based payments

Share-based payments consist of the following compensation costs:

 

Three months ended

 

Six months ended

 

June 30, 

June 30, 

    

2019

    

2018

    

2019

    

2018

Stock option compensation expense:

 

  

 

  

 

  

 

  

SG&A expenses

$

1,660

$

2,140

$

3,199

$

4,288

Acquisition-related costs

 

 

 

 

195

Share unit expense:

 

  

 

  

 

  

 

  

Equity-classified share units

 

3,535

 

3,226

 

5,903

 

6,261

Liability-classified share units

 

90

 

346

 

240

 

1,945

Employee share purchase plan - employer contributions

 

572

 

554

 

1,125

 

1,091

$

5,857

$

6,266

$

10,467

$

13,780

Share unit expense and employer contributions to the employee share purchase plan are recognized in SG&A expenses.

Stock option plans

Stock option activity for the six months ended June 30, 2019 is presented below:

WA

Common

WA

remaining

Aggregate

shares under

exercise

contractual

intrinsic

    

option

    

price

    

life (in years)

    

value

Outstanding, December 31, 2018

 

4,013,863

$

26.41

 

7.2

$

25,374

Granted

 

864,842

 

33.79

 

  

 

  

Exercised

 

(181,359)

 

22.73

 

 

2,277

Forfeited

 

(44,730)

 

24.61

 

  

 

  

Outstanding, June 30, 2019

 

4,652,616

 

27.94

 

7.3

 

25,077

Exercisable, June 30, 2019

 

2,762,380

$

25.46

 

6.3

$

21,443

The significant assumptions used to estimate the fair value of stock options granted during the six months ended June 30, 2019 and 2018 are presented in the following table on a weighted average basis:

Six months ended June 30,

    

2019

    

2018

Risk free interest rate

 

2.5

%  

2.7

%

Expected dividend yield

 

2.06

%  

2.11

%

Expected lives of the stock options

 

5 years

 

5 years

Expected volatility

 

26.8

%  

28.1

%

As at June 30, 2019, the unrecognized stock-based compensation cost related to the non-vested stock options was $7,684,000, which is expected to be recognized over a weighted average period of 2.4 years.

Ritchie Bros.

23

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

16.    Share-based payments (continued)

Share unit plans

Share unit activity for the six months ended June 30, 2019 is presented below:

Equity-classified awards

Liability-classified awards  

PSUs

RSUs

DSUs

WA grant

WA grant

WA grant

date fair

date fair

date fair

    

Number

    

value

    

Number

    

value

    

Number

    

value

Outstanding, December 31, 2018

 

670,288

$

31.46

 

207,986

$

28.99

 

113,435

$

28.16

Granted

 

158,815

 

36.39

 

28,371

 

36.22

 

13,601

 

35.23

Vested and settled

 

(231,873)

 

30.41

 

(260)

 

31.98

 

 

Forfeited

 

(7,167)

 

31.67

 

(3,226)

 

34.84

 

 

Outstanding, June 30, 2019

 

590,063

$

33.20

 

232,871

$

29.79

 

127,036

$

28.92

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, 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 in shares. With respect to settling in shares, the Company has the option to either (i) arrange for the purchase shares on the open market on the employee’s behalf based on the cash value that otherwise would be delivered, or (ii) to issue a number of shares equal to the number of units that vest.

The fair value of the equity-classified PSUs awarded in 2018 is estimated on modification date and on the date of grant using a Monte-Carlo simulation model as these awards are subject to market vesting conditions. The significant assumptions used to estimate the fair value of the equity-classified PSUs awarded during the six months ended June 30, 2018 are presented in the following table on a weighted average basis:

Six months ended June 30,

    

2018

Risk free interest rate

 

1.9

%

Expected dividend yield

 

2.09

%

Expected lives of the PSUs

 

3 years

Expected volatility

 

31.1

%

Average expected volatility of comparable companies

 

34.1

%

The fair value of the equity-classified PSUs awarded in 2019 is estimated based on the Company’s common share price at grant date, as these awards are not subject to market vesting conditions.

As at June 30, 2019, the unrecognized share unit expense related to equity-classified PSUs was $10,544,000, which is expected to be recognized over a weighted average period of 2.0 years.

RSUs

The Company has RSU plans that are equity-settled and not subject to market vesting conditions.

As at June 30, 2019, the unrecognized share unit expense related to equity-classified RSUs was $3,760,000, which is expected to be recognized over a weighted average period of 1.6 years.

Ritchie Bros.

24

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

16.    Share-based payments (continued)

Share unit plans (continued)

DSUs

The Company has DSU plans that are cash-settled and not subject to market vesting conditions.

Fair values of DSUs are estimated on grant date and at each reporting date. DSUs are granted under the DSU plan to members of the Board of Directors. There is no unrecognized share unit expense related to liability-classified DSUs as they vest immediately and are expensed upon grant.

As at June 30, 2019, the Company had a total share unit liability of $4,376,000 (December 31, 2018: $3,714,000) in respect of share units under the DSU plans.

Employee share purchase plan

The Company has an employee share purchase plan that allows all employees that have completed two months of service to contribute funds to purchase common shares at the current market value at the time of share purchase. Employees may contribute up to 4% of their salary. The Company will match between 50% and 100% of the employee’s contributions, depending on the employee’s length of service with the Company.

17.    Leases

The Company’s breakdown of lease expense for the three and six months ended June 30, 2019 is as follows:

    

 Three months

    

Six months

ended

ended

Operating lease cost

$

4,071

$

9,283

Finance lease cost

 

  

 

  

Amortization of leased assets

 

1,692

 

3,452

Interest on lease liabilities

 

199

 

354

Short-term lease cost

 

2,510

 

5,075

Sublease income

 

(143)

 

(297)

$

8,329

$

17,867

Operating leases

The Company has entered into commercial leases for various auction sites and offices located in North America, Europe, the Middle East and Asia. The majority of these leases are non-cancellable. The Company also has further operating leases for computer equipment, certain motor vehicles and small office equipment where it is not in the best interest of the Company to purchase these assets.

The majority of the Company’s operating leases have a fixed term with a remaining life between one month and 20 years, with renewal options included in the contracts. The leases have varying contract terms, escalation clauses and renewal options. Generally there are no restrictions placed upon the lessee by entering into these leases, other than restrictions on use of property, sub-letting and alterations. At the inception of a lease, the Company determines whether it is reasonably certain to exercise a renewal option and includes the options in the determination of the lease term and the lease liability where it is reasonably certain to exercise the option. If the Company’s intention is to exercise an option subsequent to the commencement of the lease, the Company will re-assess the lease term. The Company has included certain renewal options in its operating lease liabilities for key property leases for locations that have strategic importance to the Company such as its Corporate Head Office. The Company has not included any purchase options available within its operating lease portfolio in its determination of its operating lease liability.

Ritchie Bros.

25

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

17.    Leases (continued)

Operating leases (continued)

The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Remainder of 2019

    

$

7,734

2020

 

15,449

2021

 

12,522

2022

 

11,089

2023

 

9,327

Thereafter

 

109,628

Total future minimum lease payments

$

165,749

less: imputed interest

 

(46,596)

Total operating lease liability

$

119,153

less: operating lease liability - current

 

(10,139)

Total operating lease liability - non current

$

109,014

During the three months ended June 30, 2019 the Company recognized ROU assets in the amount of $19,200,000 primarily relating to the extension of a lease for an existing auction site. At June 30, 2019 the Company has ROU assets relating to operating leases in the amount of $114,243,000.

At June 30, 2019 the weighted average remaining lease term for operating leases is 15.9 years and the weighted average discount rate is 4.3%.

Finance leases

The Company has entered into finance lease arrangements for certain vehicles, computer and yard equipment and office furniture. The majority of the leases have a fixed term with a remaining life of one month to six years with renewal options included in the contracts. In certain of these leases, the Company has the option to purchase the leased asset at fair market value or a stated residual value at the end of the lease term. For certain leases such as vehicle leases the Company has included renewal options in the determination of its lease liabilities. The Company has not included any purchase options available within its finance lease portfolio in its determination of the finance lease liability.

As at June 30, 2019, the net carrying amount of computer and yard equipment and other assets under capital leases is $19,799,000 (December 31, 2018: $14,976,000), and is included in the total property, plant and equipment as disclosed on the consolidated balance sheets.

    

    

Accumulated

    

Net book

As at June 30, 2019

Cost

depreciation

value

Computer equipment

$

13,816

$

(5,811)

$

8,005

Yard and others

 

15,558

 

(3,764)

 

11,794

$

29,374

$

(9,575)

$

19,799

    

    

Accumulated

    

Net book

As at December 31, 2018

Cost

depreciation

value

Computer equipment

$

9,428

$

(3,992)

$

5,436

Yard and auto equipment

 

12,125

 

(2,585)

 

9,540

$

21,553

$

(6,577)

$

14,976

Ritchie Bros.

26

Notes to the Condensed Consolidated Financial Statements

(Tabular amounts expressed in thousands of United States dollars, except where noted)

(Unaudited)

17.    Leases (continued)

Finance leases (continued)

The future aggregate minimum lease payments under non-cancellable finance leases are as follows:

Remainder of 2019

    

$

3,799

2020

 

6,715

2021

 

5,372

2022

 

3,632

2023

 

2,148

Thereafter

 

658

Total future minimum lease payments

$

22,324

less: imputed interest

 

(1,426)

Total finance lease liability

$

20,898

less: finance lease liability - current

 

(6,188)

Total finance lease liability - non current

$

14,710

At June 30, 2019 the weighted average remaining lease term for finance leases is 3.6 years and the weighted average discount rate is 3.9%.

Subleases

As at June 30, 2019, the total future minimum sublease payments expected to be received under non-cancellable subleases is $872,000.

18.    Commitments

Commitment for inventory purchase

The Company entered into a two-year non-rolling stock surplus contract with the U.S. Government Defense Logistics Agency (the “DLA”) in December 2017 with the option to extend for up to four-years. Pursuant to the contract the performance period commenced in April 2018 and concludes in March 2020.

The Company has committed to purchase between 150,000 and 245,900 units of property with an expected minimum value of $11,104,000 and up to $51,028,000 annually to the extent that goods are available from the DLA over each 12 month period relating to the purchase of inventory. At June 30, 2019, the Company has purchased $10,965,000 pursuant to the 12 month period of this contract which commenced in April 2019.

19.    Contingencies

Legal and other claims

The Company is subject to legal and other claims that arise in the ordinary course of its business. Management does not believe that the results of these claims will have a material effect on the Company’s consolidated balance sheet or consolidated income statement.

Guarantee contracts

In the normal course of business, the Company will in certain situations guarantee to a consignor a minimum level of proceeds in connection with the sale at auction of that consignor’s equipment.

At June 30, 2019, there were $70,848,000 of assets guaranteed under contract, of which 60% is expected to be sold prior to September 30, 2019 with the remainder to be sold by March 31, 2020 (December 31, 2018: $41,461,000 of which 51% is expected to be sold prior to the end of March 31, 2019 with the remainder to be sold by March 31, 2020).

The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.

Ritchie Bros.

27

ITEM 2:      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements may appear throughout this report, including the following section “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements are typically identified by such words as “aim”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “intend”, “may”, “ongoing”, “plan”, “potential”, “predict”, “will”, “should”, “would”, “could”, “likely”, “generally”, “future”, “long-term”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially.

While we have not described all potential risks related to our business and owning our common shares, the important factors discussed in “Part II, Item 1A: Risk Factors” of this Quarterly Report on Form 10-Q and in “Part I, Item 1A: Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018, which is available on our website at www.rbauction.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com, are among those that we consider may affect our performance materially or could cause our actual financial and operational results to differ significantly from our expectations. Except as required by applicable securities law and regulations of relevant securities exchanges, we do not intend to update publicly any forward-looking statements, even if our expectations have been affected by new information, future events or other developments.

We prepare our consolidated financial statements in accordance with United States generally accepted accounting principles (“US GAAP”). Except for Gross Transaction Value (“GTV”)1, which is a measure of operational performance and not a measure of financial performance, liquidity, or revenue, the amounts discussed below are based on our consolidated financial statements. Unless indicated otherwise, all tabular dollar amounts, including related footnotes, presented below are expressed in thousands of United States (“U.S.”) dollars.

In the accompanying analysis of financial information, we sometimes use information derived from consolidated financial data but not presented in our financial statements prepared in accordance with US GAAP. Certain of these data are considered “non-GAAP financial measures” under the SEC rules. The definitions and reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable US GAAP financial measures are included either with the first use thereof or in the Non-GAAP Measures section within the MD&A. Non-GAAP financial measures referred to in this report are labeled as “non-GAAP measure” or designated as such with an asterisk (*). Please see pages 41-45 for explanations of why we use these non-GAAP measures and the reconciliation to the most comparable GAAP financial measures.

Beginning in the first quarter of 2019, we are no longer disclosing agency proceeds*. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2018 for more information.

Overview

Ritchie Bros. Auctioneers Incorporated (“Ritchie Bros.”, the “Company”, “we”, or “us”) (NYSE & TSX: RBA) was founded in 1958 in Kelowna, British Columbia, Canada and is a world leader in asset management and disposition of used industrial equipment and other durable assets, selling $4.96 billion of used equipment and other assets during 2018. Our expertise, unprecedented global reach, market insight, and trusted portfolio of brands provide us with a unique position in the used equipment market. We sell used equipment for our customers through live, unreserved auctions at 40 auction sites worldwide, which are also simulcast online to reach a global bidding audience and through our online marketplaces.

Through our unreserved auctions, online marketplaces, and private brokerage services, we sell a broad range of used and unused equipment, including earthmoving equipment, truck trailers, government surplus, oil and gas equipment and other industrial assets. Construction and heavy machinery comprise the majority of the equipment sold. Customers selling equipment through our sales channels include end users (such as construction companies), equipment dealers, original equipment manufacturers (“OEMs”) and other equipment owners (such as rental companies). Our customers participate in a variety of sectors, including heavy construction, transportation, agriculture, energy, and mining.

We operate globally with locations in more than 13 countries, including the U.S., Canada, Australia, the United Arab Emirates, and the Netherlands, and employ more than 2,300 full time employees worldwide.

1    GTV represents total proceeds from all items sold at our live on site auctions and online marketplaces. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in our consolidated financial statements.

Ritchie Bros.

28

Service Offerings

As part of our Auction and Marketplace (“A&M”) solutions, we offer our equipment seller and buyer customers multiple distinct, complementary, multi-channel brand solutions that address the range of their needs. Our global customer base has a variety of transaction options, breadth of services, and the widest selection of used equipment available to them. For a complete listing of channels and brand solutions available under our A&M segment, as well as our Other services segment, please refer to our Annual Report on Form 10-K for the year ended December 31, 2018, which is available on our website at www.rbauction.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com.

Contract options

As part of our A&M business, we offer sellers several contract options to meet their individual needs and sale objectives, including:

Straight commission contracts, where the consignor receives the gross proceeds from the sale less a pre-negotiated commission rate;
Guarantee contracts, where the consignor receives a guaranteed minimum amount plus an additional amount if proceeds exceed a specified level; and
Inventory contracts, where we purchase, take custody, and hold used equipment and other assets before they are resold in the ordinary course of business.

We refer to guarantee and inventory contracts as underwritten contracts.

We also provide a wide array of value-added services to make the process of selling and buying equipment convenient for our customers, including repair and refurbishment services, financial services through Ritchie Bros. Financial Services (“RBFS”), logistical services, and appraisals.

Seasonality

Our operations are both seasonal and event-driven. Total revenue and GTV tend to be the highest during the second and fourth calendar quarters. We generally conduct more live on site auctions during these quarters than during the first and third calendar quarters. Late December through mid-February and mid-July through August are traditionally less active periods. Online volumes are similarly affected as supply of used equipment is lower in the third quarter as it is actively being used and not available for sale.

Revenue Mix Fluctuations

Our revenue is comprised of service revenue and inventory sales revenue. Service revenue from A&M segment activities include commissions earned at our live auctions, online marketplaces, and private brokerage services, and various auction-related fees, including listing and buyer transaction fees. We also recognize revenues from our Other Services activities as service revenue. Inventory sales revenue is recognized as part of our A&M activities, and relates to revenues earned through our inventory contracts.

Inventory sales revenue can fluctuate significantly, as it changes based on whether our customers sell using a straight commission contract, guarantee contract, or an inventory contract at time of selling. Straight commission contracts and guarantee contracts will result in the commission being recognized as service revenue, while inventory contracts will result in the GTV of the equipment sold being recorded as inventory sales revenue with the related cost recognized in cost of inventory sold. As a result, a change in the revenue mix between service revenue and inventory sales revenue can have a significant impact on revenue growth percentages.

Ritchie Bros.

29

Performance Overview

Net income attributable to stockholders for Q2 2019 increased 18% to $54.0 million, and diluted earnings per share (“EPS”) attributable to stockholders increased 17% to $0.49 per share, compared to the same period in 2018.

Consolidated results:

Total revenue in Q2 2019 increased 27% to $393.2 million as compared to Q2 2018

o

Service revenue in Q2 2019 increased 9% to $234.6 million as compared to Q2 2018

o

Inventory sales revenue in Q2 2019 increased 68% to $158.6 million as compared to Q2 2018

Total selling, general and administrative expenses (“SG&A”) in Q2 2019 decreased 4% to $97.7 million as compared to Q2 2018
Operating income in Q2 2019 increased 20% to $78.0 million as compared to Q2 2018
Cash provided by operating activities was up 49% to $160.4 million for the first half of 2019

Auctions & Marketplaces segment results:

GTV in Q2 2019 increased 5% to $1.5 billion and increased 7% when excluding the impact of foreign exchange as compared to Q2 2018
A&M total revenue in Q2 2019 increased 31% to $359.7 million as compared to Q2 2018

o

Service revenue in Q2 2019 increased 12% to $201.1 million as compared to Q2 2018

o

Inventory sales revenue in Q2 2019 increased 68% to $158.6 million as compared to Q2 2018

Other Services segment results:

Other Services total revenue in Q2 2019 decreased 2% to $33.6 million as compared to Q2 2018
RBFS revenue in Q2 2019 increased 19% to $8.1 million as compared to Q2 2018

Other Company developments:

On June 24, 2019, Ravi Saligram, Chief Executive Officer and Board member, announced that he will step down from his positions effective October 1, 2019
In Q2 2019, our Board of Directors authorized a share repurchase program for the repurchase of up to $100 million of our common shares over the next 12 months, which was approved by the Toronto Stock Exchange “TSX”. During Q2 2019, we repurchased $42.0 million of common shares.
Increased quarterly cash dividend by 11% to $0.20 per share

Ritchie Bros.

30

Results of Operations

Financial overview

Three months ended June 30, 

Six months ended June 30, 

 

% Change

 

% Change

    

    

    

2019 over

    

    

    

2019 over

(in U.S. $000's, except EPS)

2019

2018

2018

2019

2018

2018

Service revenue:

Commissions

$

134,466

$

124,697

 

8

%  

$

226,746

$

225,991

 

%

Fees

100,140

 

89,649

 

12

%  

180,232

 

164,371

 

10

%

Total service revenue

234,606

 

214,346

 

9

%  

406,978

 

390,362

 

4

%

Inventory sales revenue

158,616

 

94,184

 

68

%  

289,673

 

178,346

 

62

%

Total revenue

393,222

 

308,530

 

27

%  

696,651

 

568,708

 

22

%

Service revenue as a % of total revenue

59.7

%  

 

69.5

%  

(980)

bps  

58.4

%  

 

68.6

%  

(1020)

bps

Inventory sales revenue as a % of total revenue

40.3

%  

 

30.5

%  

980

bps  

41.6

%  

 

31.4

%  

1020

bps

Costs of services

50,268

 

43,033

 

17

%  

86,337

 

79,690

 

8

%

Cost of inventory sold

149,818

 

81,702

 

83

%  

270,293

 

157,493

 

72

%

Selling, general and administrative expenses

97,714

 

101,259

 

(4)

%  

192,898

 

198,729

 

(3)

%

Operating expenses

315,252

 

243,735

 

29

%  

585,093

 

471,040

 

24

%

Cost of inventory sold as a % of operating expenses

47.5

%  

 

33.5

%  

1400

bps  

46.2

%  

 

33.4

%  

1280

bps

Operating income

77,970

 

64,795

 

20

%  

111,558

 

97,668

 

14

%

Operating income margin

19.8

%  

 

21.0

%  

(120)

bps  

16.0

%  

 

17.2

%  

(120)

bps

Net income attributable to stockholders

54,036

 

45,717

 

18

%  

72,200

 

62,855

 

15

%

Diluted earnings per share attributable to stockholders

$

0.49

$

0.42

 

17

%  

$

0.66

$

0.58

 

14

%

Diluted adjusted EPS attributable to stockholders (non-GAAP measure)

$

0.49

$

0.42

 

17

%  

$

0.66

$

0.58

 

14

%

Effective tax rate

22.1

%  

 

16.5

%  

560

bps  

23.4

%  

 

18.5

%  

490

bps

Total GTV

1,497,757

 

1,426,412

 

5

%  

2,672,438

 

2,587,124

 

3

%

Service revenue as a % of total GTV- Rate

15.7

%  

 

15.0

%  

70

bps  

15.2

%  

 

15.1

%  

10

bps

Inventory sales revenue as a % of total GTV- Mix

10.6

%  

 

6.6

%  

400

bps  

10.8

%  

 

6.9

%  

390

bps

Total revenue

Total revenue increased 27% to $393.2 million in Q2 2019 and increased 22% to $696.7 million for the first half of 2019. During the quarter, there was a large dispersal of pipeline equipment as part of the $94 million Columbus, Ohio auction held in June 2019.

In Q2 2019, total service revenue increased 9% with commissions revenue increasing 8% and fee revenue increasing 12%. The increase in commissions revenue was primarily due to the Columbus auction in the U.S. where we saw higher guarantee commission rate performance and improved straight commission rate in the International region. The increase in fee revenue was driven primarily by full implementation of our buyer fees harmonization in June 2019, higher proportion of low value lots, and fees earned from RBFS.

For the first half of 2019, total service revenue increased 4%, driven by a slight increase in commissions revenue and a 10% increase in fee revenue. The slight increase in commissions revenue reflects our Q2 2019 performance which was partially offset by Q1 2019 lower price realization on guarantee contracts, as well as a decrease in volume of straight commission contracts. The 10% increase in fee revenue was primarily driven by the same reasons noted above.

Inventory sales revenue as a percent of total GTV increased to 10.6% from 6.6% in Q2 2019 and to 10.8% from 6.9% in the first half of 2019.

In Q2 2019, Inventory sales revenue increased 68% led by the large dispersal of pipeline equipment as part of the $94 million Columbus, Ohio auction, GovPlanet revenue growth from the non-rolling stock (“NRS”) program, and higher volume of inventory sales contracts in the International region.

For the first half of 2019, inventory sales revenue increased 62% primarily due to the same reasons discussed above for Q2 partially offset by a non-repeating dispersal of large oil and gas equipment in Canada in Q1 2018.

Ritchie Bros.

31

Income tax expense and effective tax rate

At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.

For Q2 2019, income tax expense increased 71% to $15.4 million and our effective tax rate increased 560 bps to 22.1% as compared to Q2 2019. For the first half of 2019, income tax expense increased 54% to $22.0 million and our effective tax rate increased 490 bps to 23.4% as compared to the first half of 2018. Increases in the effective tax rates for Q2 2019, and for the first half of 2019 were primarily due to impacts of the U.S. tax reform and a greater proportion of annual income subject to tax in jurisdictions with higher tax rates.

Accounting for the Tax Cuts and Jobs Act (“TCJA”) incorporates assumptions made based on our current enacted interpretations of the TCJA. The accounting may change as we receive additional clarification and implementation guidance of these regulations. In addition, changes in interpretations, assumptions, and guidance regarding the new tax legislation, as well as the potential for technical corrections to the TCJA, could have an impact to our effective tax rate in future periods. We intend to monitor and assess the impact of any future changes in legislative interpretations or standards and adjust its tax provision in the quarter of enactment as new information becomes available.

Net income

Net income attributable to stockholders increased 18% to $54.0 million in Q2 2019 and increased 15% to $72.2 million for the first half of 2019. These increases were primarily due to higher operating income coupled with lower net interest expenses, partially offset by higher taxes due to an increase in the effective tax rate.

Diluted EPS

Diluted EPS attributable to stockholders increased 17% to $0.49 per share in Q2 2019 and increased 14% to $0.66 per share for the first half of 2019.

Ritchie Bros.

32

U.S. dollar exchange rate comparison

We conduct global operations in many different currencies, with our presentation currency being the U.S dollar. The following table presents the variance in select foreign exchange rates over the comparative reporting periods:

    

    

    

% Change

 

Value of one local currency to U.S dollar

2019

2018

2019 over 2018

 

Period-end exchange rate

 

  

 

  

 

  

Canadian dollar

 

0.7638

 

0.7612

 

%

Euro

 

1.1371

 

1.1682

 

(3)

%

Australian dollar

 

0.7020

 

0.7408

 

(5)

%

Average exchange rate- Three months ended June 30,

 

  

 

  

 

  

Canadian dollar

 

0.7477

 

0.7745

 

(3)

%

Euro

 

1.1239

 

1.1917

 

(6)

%

Australian dollar

 

0.7000

 

0.7565

 

(7)

%

Average exchange rate- Six months ended June 30,

 

  

 

  

 

  

Canadian dollar

 

0.7500

 

0.7827

 

(4)

%

Euro

 

1.1297

 

1.2107

 

(7)

%

Australian dollar

 

0.7061

 

0.7714

 

(8)

%

For Q2 2019 and the first half of 2019, foreign exchange had an unfavourable impact on total revenue and a favourable impact on expenses. These impacts were primarily due to the fluctuations in the Euro and Canadian exchange rates relative to the U.S. dollar.

Non-GAAP Measures

As part of management’s non-GAAP measures, we may eliminate the financial impact of adjusting items which are after-tax effects of significant non-recurring items that we do not consider to be part of our normal operating results, such as acquisition-related costs, management reorganization costs, severance, retention, gains/losses on sale of an equity accounted for investment, plant and equipment, impairment losses, and certain other items, which we refer to as ‘adjusting items’. There were no adjusting items in Q2 2019, in the first half of 2019, or the comparative prior year periods.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) (non-GAAP measure) increased 18%, to $95.7 million in Q2 2019 and increased 13% to $147.6 million for the first half of 2019.

Debt at the end of Q2 2019 represented 5.4 times net income as at and for the 12 months ended June 30, 2019. This compares to debt at Q2 2018, which represented 6.9 times net income as at and for the 12 months ended June 30, 2018. The decrease in this debt/net income multiplier was primarily due to lower debt balances at June 30, 2019 compared to June 30, 2018, as a result of our voluntary and involuntary debt repayments. The adjusted net debt/adjusted EBITDA (non-GAAP measure) was 1.8 times as at and for the 12 months ended June 30, 2019 compared to 2.5 times as at and for the 12 months ended June 30, 2018.

Ritchie Bros.

33

Segment Performance

Three months ended June 30, 2019

Six months ended June 30, 2019

(in U.S $000's)

    

A&M

    

Other

    

Consolidated

    

A&M

    

Other

    

Consolidated

Service revenue

$

201,050

$

33,556

$

234,606

$

344,487

$

62,491

$

406,978

Inventory sales revenue

 

158,616

 

 

158,616

 

289,673

 

 

289,673

Total revenue

 

359,666

 

33,556

 

393,222

 

634,160

 

62,491

 

696,651

Ancillary and logistical service expenses

 

 

16,472

 

16,472

 

 

30,231

 

30,231

Other costs of services

 

32,551

 

1,245

 

33,796

 

53,368

 

2,738

 

56,106

Cost of inventory sold

 

149,818

 

 

149,818

 

270,293

 

 

270,293

SG&A expenses

 

91,466

 

6,248

 

97,714

 

180,648

 

12,250

 

192,898

Segment profit

$

85,831

$

9,591

$

95,422

$

129,851

$

17,272

$

147,123

Three months ended June 30, 2018

Six months ended June 30, 2018

(in U.S $000's)

    

A&M

    

Other

    

Consolidated

    

A&M

    

Other

    

Consolidated

Service revenue

$

180,067

$

34,279

$

214,346

$

328,472

$

61,890

$

390,362

Inventory sales revenue

 

94,184

 

 

94,184

 

178,346

 

 

178,346

Total revenue

 

274,251

 

34,279

 

308,530

 

506,818

 

61,890

 

568,708

Ancillary and logistical service expenses

 

 

19,980

 

19,980

 

 

34,560

 

34,560

Other costs of services

 

21,381

 

1,672

 

23,053

 

42,829

 

2,301

 

45,130

Cost of inventory sold

 

81,702

 

 

81,702

 

157,493

 

 

157,493

SG&A expenses

 

95,959

 

5,300

 

101,259

 

188,961

 

9,768

 

198,729

Segment profit

$

75,209

$

7,327

$

82,536

$

117,535

$

15,261

$

132,796

Auctions and Marketplaces Segment

Results of A&M segment operations

Three months ended June 30, 

Six months ended June 30, 

 

% Change

% Change

(in U.S. $000's, except EPS)

    

2019

    

2018

    

2019 over 2018

    

2019

2018

    

2019 over 2018

 

Service revenue

$

201,050

$

180,067

12

%  

$

344,487

$

328,472

5

%

Inventory sales revenue

 

158,616

 

94,184

 

68

%  

289,673

 

178,346

 

62

%

Total revenue

 

359,666

 

274,251

 

31

%  

634,160

506,818

 

25

%

A&M service revenue as a % of total A&M revenue

 

55.9

%  

65.7

%  

(980)

bps

54.3

%  

64.8

%  

(1050)

bps

Inventory sales revenue as a % of total A&M revenue

 

44.1

%  

34.3

%  

980

bps

45.7

%  

35.2

%  

1050

bps

Costs of services

 

32,551

 

21,381

 

52

%  

53,368

 

42,829

 

25

%

Cost of inventory sold

 

149,818

 

81,702

 

83

%  

270,293

 

157,493

 

72

%

SG&A expenses

 

91,466

 

95,959

 

(5)

180,648

 

188,961

 

(4)

%

A&M segment expenses

$

273,835

$

199,042

 

38

%  

$

504,309

 

389,283

 

30

%

Cost of inventory sold as a % of A&M expenses

 

54.7

%  

 

41.0

%  

1370

bps

 

53.6

%  

40.5

%  

1310

bps

A&M segment profit

$

85,831

$

75,209

 

14

%  

$

129,851

 

117,535

 

10

%

Total GTV

 

1,497,757

 

1,426,412

 

5

%  

 

2,672,438

 

2,587,124

 

3

%

A&M service revenue as a % of total GTV- Rate

 

13.4

%  

 

12.6

%  

80

bps

 

12.9

%  

12.7

%  

20

bps

Ritchie Bros.

34

Gross Transaction Value

We believe it is meaningful to consider revenue in relation to GTV. GTV by channel and by revenue type are presented below for the comparative reporting periods.

GTV by Channel

Three months ended June 30, 

Six months ended June 30, 

 

% Change

% Change

 

(in U.S $000's)

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

Live on site auctions

$

1,261,194

$

1,201,472

5

%  

$

2,232,793

$

2,175,498

3

%

Percentage of total

 

84.2

%  

84.2

%  

83.5

%  

84.1

%  

  

Online marketplaces including featured(1) and other(2)

 

236,563

 

224,940

 

5

%  

439,645

 

411,626

 

7

%

Percentage of total

 

15.8

%  

15.8

%  

16.5

%  

15.9

%  

  

GTV

$

1,497,757

$

1,426,412

 

5

%  

$

2,672,438

$

2,587,124

 

3

%

(1)This represents GTV from IronPlanet’s Weekly Featured Auction, which operates under an unreserved auction model.
(2)This includes GTV from Marketplace-E and, before that, EquipmentOne.

Overall, GTV in Q2 2019 increased 5%, and for the first half of 2019 increased 3%. Excluding the impact of foreign exchange, GTV in Q2 2019 increased 7% and for the first half of 2019 increased 5%.

For Q2 2019, GTV from live on site auctions increased 5% primarily due to our $94 million auction in Columbus, Ohio. GTV from our online marketplaces increased 5% primarily due to the growth of Marketplace-E and the GovPlanet NRS program.

For the first half of 2019, GTV from live on site auctions increased 3% primarily due to Columbus, Ohio auction, offset by a non-repeat of a large oil and gas equipment dispersal from our Q1 2018 Grande Prairie auction. GTV from online marketplaces increased 7% primarily due to the growth of the GovPlanet NRS program.

GTV by Revenue Type

Three months ended June 30, 

Six months ended June 30, 

 

% Change

% Change

 

(in U.S $000's)

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

Service GTV

$

1,339,141

$

1,332,228

1

%  

$

2,382,765

$

2,408,778

(1)

%

Percentage of total

 

89.4

%  

93.4

%  

89.2

%  

93.1

%  

  

Inventory GTV

 

158,616

 

94,184

 

68

%  

289,673

 

178,346

 

62

%

Percentage of total

 

10.6

%  

6.6

%  

10.8

%  

6.9

%  

  

GTV

$

1,497,757

$

1,426,412

 

5

%  

$

2,672,438

$

2,587,124

 

3

%

In Q2 2019, Service GTV increased 1%, while Inventory GTV increased 68%. The increase in Inventory GTV during Q2 2019 was primarily due to a dispersal of large pipeline equipment at our Columbus auction, and revenue growth from our GovPlanet NRS program.

For the first half of 2019, Service GTV declined 1% with Inventory GTV increasing 62%. The growth in Inventory GTV was driven by the Columbus auction, GovPlanet NRS, the large volume of inventory contracts at our Q1 Orlando auction, and growth in international contracts resulting from macroeconomic conditions in parts of Europe and Asia.

We offer our customers the opportunity to use underwritten commission contracts to serve their disposition strategy needs, entering into such contracts where the risk and reward profile of the terms are agreeable. Our underwritten contracts, which includes inventory and guarantee contracts, increased to 24.0% in Q2 2019 compared to 18.7% in Q2 2018, primarily due to the increased number of inventory contracts. For the first half of 2019, our underwritten contracts increased to 20.7% compared to 16.1% in the prior period.

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35

Online bidding

Across all channels, 63% of total GTV was purchased by online buyers in Q2 2019 compared to 57% in Q2 2018. For the first half of 2019, GTV from online buyer was 62% compared to 57% in the comparable prior year period. These increases in internet bidders and online buyers demonstrate the continued growth in adoption of multi-channel participation at our auctions.

Total industrial live on site auction metrics

Three months ended June 30, 

Six months ended June 30, 

 

% Change

% Change

 

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

Number of auctions

 

59

 

50

 

18

%  

94

 

85

 

11

%

Bidder registrations

 

200,250

 

141,500

 

42

%  

343,250

 

260,500

 

32

%

Consignors

 

17,450

 

14,700

 

19

%  

29,000

 

25,450

 

14

%

Buyers

 

43,500

 

36,350

 

20

%  

74,250

 

65,350

 

14

%

Lots

 

120,500

 

103,500

 

16

%  

206,750

 

184,500

 

12

%

We held nine additional industrial auctions during Q2 2019 which partially contributed to the 5% growth in our GTV. The nine industrial auctions added were each of a smaller scale compared to our average auctions. The nine additional industrial auctions also contributed to the 3% growth in our GTV during the first half of 2019.

In Q2 2019, the total number of industrial lots increased 16% to 120,500 and the total number of lots including agricultural lots increased 14% to 138,500 lots. For the first half of 2019, total number of industrial lots increased 12% to 206,750 and the total number of lots including agricultural lots increased 11% to 226,500 lots. These increases were partially due to an increase in proportion of small value lots sold in Canada.

GTV on a per lot basis generated at our industrial live on site auctions decreased 10% to $9,400 in Q2 2019 compared to $10,500 in Q2 2018, partially due to a higher number of small value lots sold in Canada. For the first half of 2019, the GTV on a per lot basis generated at our industrial live on site auctions decreased 9% to $10,000 compared to $11,000 in the prior year.

12 months average industrial live on site auction metrics

12 months ended June 30, 

 

% Change

 

(in U.S $000's)

    

2019

    

2018

    

2019 over 2018

 

GTV

$

20.5 million

 

$

17.3 million

 

$

18

%

Bidder registrations

 

3,322

 

2,491

 

33

%

Consignors

 

300

 

242

 

24

%

Lots

 

2,081

 

1,674

 

24

%

For the 12 months ended June 30, 2019, we saw an increase in average GTV per industrial auction compared to the prior year periods driven by our focus on holding larger auctions.

Productivity

The majority of our business continues to be generated by our A&M segment operations. Sales Force Productivity within this segment is an operational statistic that we believe provides a gauge of the effectiveness of our Revenue Producers in increasing GTV. Revenue Producers is a term used to describe our revenue-producing sales personnel. This definition is comprised of Regional Sales Managers and Territory Managers.

Our Sales Force Productivity for the trailing 12-month period ended June 30, 2019 was $11.7 million per Revenue Producer compared to $11.1 million per Revenue Producer for the trailing 12-month period ended June 30, 2018.

Sales Force Productivity for the 12-month period ended June 30, 2018 was calculated as the sum of the following two amounts:

GTV for the 11 months, prior to our acquisition of IronPlanet (the “Acquisition”), ended May 31, 2017, divided by the average number of Revenue Producers over the same 11-month period; and
GTV for the month following the Acquisition divided by the average number of Revenue Producers over that month.

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36

A&M revenue

Total A&M revenue increased 31% to $359.7 million in Q2 2019 and increased 25% to $634.2 million for the first half of 2019.

A&M revenue by geographical region are presented below:

Three months ended June 30, 2019

Six months ended June 30, 

 

% Change

% Change

 

(in U.S $000's)

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

United States

  

  

  

  

  

  

 

Service revenue

$

110,622

$

98,113

 

13

%  

$

213,597

$

201,321

 

6

%

Inventory sales revenue

 

87,788

 

32,037

 

174

%  

 

155,732

 

51,535

 

202

%

A&M revenue- United States

 

198,410

 

130,150

 

52

%  

 

369,329

 

252,856

 

46

%

Canada

 

  

 

  

 

  

 

  

 

  

 

  

Service revenue

 

65,752

 

60,971

 

8

%  

 

85,520

 

82,697

 

3

%

Inventory sales revenue

 

13,373

 

11,166

 

20

%  

 

17,158

 

48,327

 

(64)

%

A&M revenue- Canada

 

79,125

 

72,137

 

10

%  

 

102,678

 

131,024

 

(22)

%

International

 

  

 

  

 

  

 

  

 

  

 

  

Service revenue

 

24,676

 

20,983

 

18

%  

 

45,370

 

44,454

 

2

%

Inventory sales revenue

 

57,455

 

50,981

 

13

%  

 

116,783

 

78,484

 

49

%

A&M revenue- International

 

82,131

 

71,964

 

14

%  

 

162,153

 

122,938

 

32

%

Total

 

  

 

  

 

  

 

  

 

  

 

  

Service revenue

 

201,050

 

180,067

 

12

%  

 

344,487

 

328,472

 

5

%

Inventory sales revenue

 

158,616

 

94,184

 

68

%  

 

289,673

 

178,346

 

62

%

A&M total revenue

 

359,666

 

274,251

 

31

%  

 

634,160

 

506,818

 

25

%

United States

In Q2 2019, there was a large dispersal of pipeline equipment as part of the $94 million Columbus, Ohio auction held in June 2019. This gave rise to an increase in both service and inventory revenues in the U.S. Service revenue was also up with fees on higher total GTV and due to our full harmonization of buyer fees effective June 1, 2019. Inventory sales revenue also increased due to GovPlanet revenue growth.

For the first half of 2019, service revenue increased 6% with fees on higher total GTV, and also due to our full harmonization of buyer fees. Inventory sales revenue increased 202% primarily due to the reasons noted above and a large volume of inventory contracts transacted at our Orlando, Florida auction.

Canada

In Q2 2019, service revenue increased 8% primarily with fees on higher GTV, which was a result of additional auctions held from auction calendar shifts. Service revenue was also up due to higher fees earned from increased proportion of small value lots, and our full harmonization of buyer fees. Inventory sales revenue increased 20% primarily due to a large equipment dispersal in Q2 2019.

For the first half of 2019, service revenue increased 3% primarily due to an increase in fee revenue for reasons noted above. Inventory sales revenue decreased 64% primarily due to the non-repeat of a large oil and gas equipment dispersal from our Q1 2018 Grande Prairie auction of $37 million.

International

In Q2 2019, service revenue increased 18% primarily due to higher performance of straight commission rates and our full harmonization of buyer fees. Inventory sales revenue increased 13% primarily due to a rise in inventory contracts in Australia.

For the first half of 2019, service revenue increased 2% due to the same reasons discussed above for the second quarter. The 49% increase in Inventory sales revenue was driven by a higher number of inventory contracts resulting from macroeconomic conditions in parts of Europe and Asia creating a more favourable supply environment.

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37

Costs of services

A&M costs of services increased 52% to $32.6 million in Q2 2019 and increased 25% to $53.4 million for the first half of 2019. For both reporting periods, these increases were primarily driven by a one-time fee paid to an unrelated third party in connection with a dispersal of the pipeline equipment at our Columbus, Ohio auction, on-going costs to support the growth of our GovPlanet operations and overall cost growth in-line with the service revenue growth.

Cost of inventory sold

A&M cost of inventory sold increased 83% to $149.8 million in Q2 2019. The increase was partially due to the overall increase in inventory sales volume as well as the trailing effect of selling through some lower performing inventory packages acquired in the previous quarter within our International region.

For the first half of 2019, A&M cost of inventory sold increased 72% to $270.3 million due to the reasons noted above and also, a result of discrete lower price performance on certain equipment categories which were in greater supply at our Orlando auction in Q1 2019.

SG&A expenses

In Q2 2019, A&M segment SG&A expenses decreased 5% to $91.5 million, primarily due to foreign exchange fluctuations, lower compensation expense in the US and a decrease in professional fees, partially offset by on-going incremental costs related to the GovPlanet NRS program.

For the first half of 2019, A&M segment SG&A expenses decreased 4% to $180.6 million due to the reasons noted above, as well as, higher share unit expenses in Q1 2018 related to mark-to-market costs driven by growth in the share price and incremental compensation cost resulting from the modification of certain performance factors.

Other Services Segment

Three months ended June 30, 

Six months ended June 30, 

 

    

    

    

% Change

    

    

    

% Change

 

(in U.S $000's)

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

Service revenue

$

33,556

$

34,279

 

(2)

%  

$

62,491

$

61,890

 

1

%

Ancillary and logistical service expenses

 

16,472

 

19,980

 

(18)

%  

 

30,231

 

34,560

 

(13)

%

Other costs of services

 

1,245

 

1,672

 

(26)

%  

 

2,738

 

2,301

 

19

%

SG&A expenses

 

6,248

 

5,300

 

18

%  

 

12,250

 

9,768

 

25

%

Other Services profit

$

9,591

$

7,327

 

31

%  

$

17,272

$

15,261

 

13

%

In Q2 2019, Other Services revenue decreased 2% to $33.6 million primarily due to lower revenue from RB Logistics of $1.2 million and ancillary service revenue of $0.6 million, partially offset by the growth of RBFS revenue of $1.3 million. In the first half of 2019, Other Services revenue increased 1% to $62.5 million primarily due to growth of RBFS revenue of $2.9 million, offset by lower ancillary service revenue of $2.3 million.

RBFS revenue increased 19% in Q2 2019 and 25% in the first half of 2019 driven by the growth in funded volume. Funded volume, which represents the amount of lending brokered by RBFS, increased 12% to $145.7 million in Q2 2019 and increased 18% to $265.0 million in the first half of 2019.

Other Services SG&A expenses increased $0.9 million, or 18% in Q2 2019 and $2.5 million, or 25%, for the first half of 2019. These increases were primarily due to expenses incurred to support the growth of RBFS.

In Q2 2019, despite a 2% decrease in Other Services revenue, profit increased by 31% to $9.6 million. The increase in profit was driven by our Ancillary and Mascus operations, while RB Logistics profit changed nominally as the cost of services decreased in line with the related revenue. For the first half of 2019, Other services profit increased 13% to $17.3 million due to increased profit from our Ancillary and RBFS operations.

Ritchie Bros.

38

Liquidity and Capital Resources

We assess our liquidity based on our ability to generate cash to fund operating, investing and financing activities. Our liquidity is primarily affected by fluctuations in cash provided by operating activities, payment of dividends, voluntary repayments of term debt, share repurchases, our net capital spending and significant acquisitions of businesses.

Operating activities continue to be the primary source of our cash, as well as borrowings from our revolving credit facilities to fund significant acquisitions and various business activities. Cash provided by operating activities can fluctuate significantly from period to period due to factors such as differences in the timing, size and number of auctions during the period, the volume of our inventory contracts, the timing of the receipt of auction proceeds from buyers and of the payment of net amounts due to consignors, as well as the location of the auction with respect to restrictions on the use of cash generated therein.

Cash flows

Six months ended June 30, 

 

% Change

 

(in U.S $000's)

    

2019

    

2018

    

2019 over 2018

 

Cash provided by (used in):

 

  

 

  

 

  

Operating activities

$

160,355

$

107,858

 

49

%

Investing activities

 

(17,210)

 

(21,116)

 

(18)

%

Financing activities

 

(111,520)

 

(84,465)

 

32

%

Effect of changes in foreign currency rates

 

1,802

 

(4,113)

 

144

%

Net increase in cash, cash equivalents, and restricted cash

$

33,427

$

(1,836)

 

1,921

%

Cash provided by operating activities increased $52.5 million in the first half of 2019. This increase was primarily due to a net positive impact in our operating assets and liabilities that was driven by our reduction in inventory in Europe and the increase in our net income over the comparative period.

Net cash used in investing activities decreased $3.9 million in the first half of 2019. This decrease was primarily due to our $4.7 million acquisition of the Leake Auction Company during the first half of 2018.

Net cash used in financing activities increased $27.1 million in the first half of 2019. This increase was driven primarily by our $42.0 million share repurchase, a $13.9 million reduction in cash from the issuance of share capital, and $2.6 million increase in dividend payments over the comparative period. The increase was partially offset by $40.0 million lower net voluntary term debt repayments and a $9.0 million increase in net proceeds from short-term debt over the comparative period.

Dividend information

We declared and paid a regular cash dividend of $0.18 per common share for the quarter ended June 30, 2018, September 30, 2018, December 31, 2018, and March 31, 2019. We have declared, but not yet paid, a dividend of $0.20 per common share for the quarter ended June 30, 2019. All dividends that we pay are “eligible dividends” for Canadian income tax purposes unless indicated otherwise.

Our dividend payout ratio, which we calculate as dividends paid to stockholders divided by net income attributable to stockholders, decreased to 59.9% for the 12 months ended June 30, 2019 from 66.4% for the 12 months ended June 30, 2018. This decrease is primarily due to the increase in net income attributable to stockholders over the comparative period. Our adjusted dividend payout ratio (non-GAAP measure) decreased to 61.7% for the 12 months ended June 30, 2019 from 72.0% for the 12 months ended June 30, 2018.

Return on average invested capital

Our return on average invested capital is calculated as net income attributable to stockholders divided by our average invested capital. We calculate average invested capital over a trailing 12-month period by adding the average long-term debt over that period to the average stockholders’ equity over that period.

Return on average invested capital increased 130 bps to 8.5% for the 12-month period ending June 30, 2019 from 7.2% for the 12-month period ending June 30, 2018. This increase is primarily due to an increase in net income attributable to stockholders over the comparative period. Return on invested capital (“ROIC”) (non-GAAP measure) increased 170 bps to 8.3% during the 12 months ended June 30, 2019 compared to 6.6% for the 12 months period ending June 30, 2018. This increase was due to higher adjusted net income attributable to stockholders over the comparative period.

Ritchie Bros.

39

Debt covenants

We were in compliance with all financial and other covenants applicable to our credit facilities at June 30, 2019.

Share repurchase program

On May 9, 2019, we announced a share repurchase program for the repurchase of up to $100 million worth of our common shares, approved by the Toronto Stock Exchange (“TSX”), over a total period of 12 months, ending May 8, 2020.

In Q2 2019, we executed the following share repurchases at a total cost of $42.0 million.

Issuer purchases of equity securities

 

    

    

    

    

(d) Maximum

 

(c) Total number of

approximate dollar

 

shares purchased as part

value of shares that may

 

(a) Total number of shares

(b) Average price paid

of publicly announced

yet be purchased under

 

purchased

per share

program

the program

 

May 23-31, 2019

 

387,480

$

33.49

 

387,480

$

87.0 million

June 1-21, 2019

 

836,194

 

34.71

 

836,194

 

58.0 million

 

1,223,674

$

34.32

 

1,223,674

$

58.0 million

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, financial performance, liquidity, capital expenditures or capital resources.

Critical Accounting Policies, Judgments, Estimates and Assumptions

Aside from the adoption of ASU 2016-02, Leases (Topic 842), noted below, there were no material changes in our critical accounting policies, judgments, estimates and assumptions from those disclosed in the following our Annual Report on Form 10-K for the year ended December 31, 2018, or in the notes to our consolidated financial statements included in “Part I, Item 1: Consolidated Financial Statements” in this Quarterly Report on Form 10-Q.

Effective January 1, 2019, we adopted Topic 842, which requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. We utilized the optional transition approach, which permits us to apply the new lease standards at the adoption date.

On adoption of the new standard, we recognized a right-of-use asset relating to operating leases of $103,897,000 with a corresponding increase in operating lease liability. Offsetting the increase in the ROU asset recognized was the reclassification of a deferred rent liability from other non-current liability to ROU asset of $5,752,000. There was no impact on retained earnings or cash flows.

The adoption of the standard had no impact on our debt-covenant compliance under our current agreements.

Ritchie Bros.

40

Non-GAAP Measures

We reference various non-GAAP measures throughout this Quarterly Report on Form 10-Q. These measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with generally accepted accounting principles. Non-GAAP financial measures referred to in this report are labeled as “non-GAAP measure” or designated as such with an asterisk (*).

Adjusted Operating Income* Reconciliation

Adjusting operating income* eliminates the financial impact of adjusting items which are significant non-recurring items that we do not consider to be part of our normal operating results, such as acquisition-related costs, management reorganization costs, and certain other items, which we refer to as ‘adjusting items’.

The following table reconciles adjusted operating income to operating income, which is the most directly comparable GAAP measure in our consolidated income statements.

There were no adjusting items in Q2 2019, and in the first half of 2019, or in the comparative prior year periods.

Three months ended June 30, 

Six months ended June 30, 

 

% Change

% Change

 

(in U.S. $000's)

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

Operating income

$

77,970

$

64,795

 

20

%  

$

111,558

$

97,668

 

14

%

Adjusted operating income*

$

77,970

$

64,795

 

20

%  

$

111,558

$

97,668

 

14

%

(1)Adjusted operating income* represents operating income excluding the effects of adjusting items.

Adjusted Net Income Attributable to Stockholders* and Diluted Adjusted EPS Attributable to Stockholders* Reconciliation

We believe that adjusted net income attributable to stockholders* provides useful information about the growth or decline of our net income attributable to stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. Diluted Adjusted EPS attributable to stockholders* eliminates the financial impact of adjusting items which are after-tax effects of significant non-recurring items that we do not consider to be part of our normal operating results, such as acquisition-related costs, management reorganization costs, and certain other items, which we refer to as ‘adjusting items’.

The following table reconciles adjusted net income attributable to stockholders* and diluted adjusted EPS attributable to stockholders* to net income attributable to stockholders and diluted EPS attributable to stockholders, which are the most directly comparable GAAP measures in our consolidated income statements.

There were no adjusting items in Q2 2019, and in the first half of 2019, or in the comparative prior year periods.

Three months ended June 30, 

Six months ended June 30, 

 

% Change

% Change

 

(in U.S. $000's, except share and per share data)

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

Net income attributable to stockholders

$

54,036

$

45,717

 

18

%  

$

72,200

$

62,855

 

15

%

Adjusted net income attributable to stockholders*

$

54,036

$

45,717

 

18

%  

$

72,200

$

62,855

 

15

%

Weighted average number of dilutive shares outstanding

 

109,942,768

 

109,019,708

 

1

%  

 

109,982,763

 

108,832,776

 

1

%

Diluted earnings per share attributable to stockholders

$

0.49

$

0.42

 

17

%  

$

0.66

$

0.58

 

14

%

Diluted adjusted EPS attributable to stockholders*

$

0.49

$

0.42

 

17

%  

$

0.66

$

0.58

 

14

%

(1)Adjusted net income attributable to stockholders* represents net income attributable to stockholders excluding the effects of adjusting items.
(2)Diluted adjusted EPS attributable to stockholders* is calculated by dividing adjusted net income attributable to stockholders*, net of the effect of dilutive securities, by the weighted average number of dilutive shares outstanding.

Ritchie Bros.

41

Adjusted EBITDA*

We believe adjusted EBITDA* provides useful information about the growth or decline of our net income when compared between different financial periods.

The following table reconciles adjusted EBITDA* to net income, which is the most directly comparable GAAP measures in, or calculated from, our consolidated income statements:

Three months ended June 30, 

Six months ended June 30, 

 

% Change

% Change

 

(in U.S. $000's)

    

2019

    

2018

    

2019 over 2018

    

2019

    

2018

    

2019 over 2018

 

Net income

$

54,131

$

45,727

 

18

%  

$

72,303

$

62,934

 

15

%

Add: depreciation and amortization expenses

 

17,112

 

16,537

 

3

%  

 

34,227

 

32,728

 

5

%

Add: interest expense

 

10,117

 

10,937

 

(7)

%  

 

20,933

 

22,247

 

(6)

%

Less: interest income

 

(1,063)

 

(837)

 

27

%  

 

(1,918)

 

(1,229)

 

56

%

Add: income tax expense

 

15,401

 

9,031

 

71

%  

 

22,040

 

14,300

 

54

%

Adjusted EBITDA*

$

95,698

$

81,395

 

18

%  

$

147,585

$

130,980

 

13

%

(1)Adjusted EBITDA* is calculated by adding back depreciation and amortization expenses, interest expense, and income tax expense, and subtracting interest income from net income excluding the pre-tax effects of adjusting items.

Adjusted EBITDA* and Adjusted Net Debt/Adjusted EBITDA* Reconciliation

We believe that comparing adjusted net debt/adjusted EBITDA* on a trailing 12-month basis for different financial periods provides useful information about the performance of our operations as an indicator of the amount of time it would take us to settle both our short and long-term debt. We do not consider this to be a measure of our liquidity, which is our ability to settle only short-term obligations, but rather a measure of how well we fund liquidity. Measures of liquidity are noted under “Liquidity and Capital Resources”.

The following table reconciles adjusted EBITDA* and adjusted net debt*/adjusted EBITDA* to debt, cash and cash equivalents, net income, and debt as a multiple of net income, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements.

As at and for the 12 months ended June 30,

 

% Change

 

(in U.S. $millions)

    

2019

    

2018

    

2019 over 2018

 

Short-term debt

$

8.0

$

4.1

 

95

%

Long-term debt

 

704.9

 

750.4

 

(6)

%

Debt

 

712.9

 

754.5

 

(6)

%

Less: cash and cash equivalents

 

(210.4)

 

(210.6)

 

%

Adjusted net debt*

 

502.5

 

543.9

 

(8)

%

Net income

$

130.9

$

110.1

 

19

%

Add: depreciation and amortization expenses

 

68.1

 

63.3

 

8

%

Add: interest expense

 

43.2

 

43.8

 

(1)

%

Less: interest income

 

(3.6)

 

(2.5)

 

43

%

Add: income tax expense

 

38.7

 

5.0

 

674

%

Pre-tax adjusting items:

 

  

 

  

 

  

Severance and retention

 

1.5

 

2.2

 

(32)

%

Gain on sale of equity accounted for investment

 

(4.9)

 

 

%

Adjusted EBITDA*

$

273.9

$

221.9

 

23

%

Debt/net income

 

5.4x

 

6.9x

 

(22)

%

Adjusted net debt*/adjusted EBITDA*

 

1.8x

 

2.5x

 

(28)

%

(1)Please refer to page 45 for a summary of adjusting items during the trailing 12-months ended June 30, 2019 and June 30, 2018.
(2)Adjusted EBITDA* is calculated by adding back depreciation and amortization expenses, interest expense, and income tax expense, and subtracting interest income from net income excluding the pre-tax effects of adjusting items.
(3)Adjusted net debt* is calculated by subtracting cash and cash equivalents from short and long-term debt.
(4)Adjusted net debt*/adjusted EBITDA* is calculated by dividing adjusted net debt* by adjusted EBITDA*.

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Operating Free Cash Flow* (“OFCF”) Reconciliation

We believe OFCF*, when compared on a trailing 12-month basis to different financial periods provides an effective measure of the cash generated by our business and provides useful information regarding cash flows remaining for discretionary return to stockholders, mergers and acquisitions, or debt reduction. Our balance sheet scorecard includes OFCF* as a performance metric. OFCF* is also an element of the performance criteria for certain annual short-term and long-term incentive awards.

The following table reconciles OFCF* to cash provided by operating activities and net capital spending, which are the most directly comparable GAAP measures in, or calculated from, our consolidated statements of cash flows:

12 months ended June 30, 

 

% Change

 

(in U.S. $millions)

    

2019

    

2018

    

2019 over 2018

 

Cash provided by operating activities

$

196.8

$

139.4

 

41

%

Property, plant and equipment additions

 

15.7

 

12.3

 

28

%

Intangible asset additions

 

26.1

 

30.7

 

(15)

%

Proceeds on disposition of property plant and equipment

 

(9.5)

 

(4.2)

 

126

%

Net capital spending

$

32.3

$

38.8

 

(17)

%

OFCF*

$

164.5

$

100.6

 

64

%

(1)OFCF* is calculated by subtracting net capital spending from cash provided by operating activities.

Adjusted Net Income Attributable to Stockholders* and Adjusted Dividend Payout Ratio* Reconciliation

We believe that adjusted net income attributable to stockholders* provides useful information about the growth or decline of our net income attributable to stockholders for the relevant financial period and eliminates the financial impact of adjusting items we do not consider to be part of our normal operating results. We believe that disclosing our adjusted dividend payout ratio* for different financial periods provides useful information about how well our net income supports our dividend payments.

The following table reconciles adjusted net income attributable to stockholders* and adjusted dividend payout ratio* to net income attributable to stockholders, and dividend payout ratio, which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements:

12 months ended June 30, 

 

% Change

 

(in U.S. $millions)

    

2019

    

2018

    

2019 over 2018

 

Dividends paid to stockholders

78.3

$

73.0

 

7

%

Net income attributable to stockholders

$

130.8

$

109.9

 

19

%

Pre-tax adjusting items:

 

  

 

  

 

  

Severance and retention

 

1.5

 

2.2

 

(32)

%

Gain on sale of equity accounted for investment

 

(4.9)

 

 

%

Current income tax effect of adjusting items:

 

  

 

  

 

  

Severance and retention

 

(0.4)

 

(0.2)

 

100

%

Deferred income tax effect of adjusting items:

 

  

 

  

 

  

Severance and retention

 

 

(0.4)

 

100

%

Deferred tax adjusting item:

 

  

 

  

 

  

Remeasurement of deferred taxes

 

 

(10.1)

 

100

%

Adjusted net income attributable to stockholders*

$

127.0

$

101.4

 

25

%

Dividend payout ratio

 

59.9

%  

 

66.4

%  

(650)

bps

Adjusted dividend payout ratio*

 

61.7

%  

 

72.0

%  

(1030)

bps

(1)Please refer to page 45 for a summary of adjusting items during the trailing 12-months ended June 30, 2019 and June 30, 2018.
(2)Adjusted net income attributable to stockholders* represents net income attributable to stockholders excluding the effects of adjusting items.
(3)Adjusted dividend payout ratio* is calculated by dividing dividends paid to stockholders by adjusted net income attributable to stockholders*.

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Adjusted Net Income Attributable to Stockholders* and ROIC* Reconciliation

We believe that comparing ROIC on a trailing 12-month basis for different financial periods, provides useful information about the after-tax return generated by our investments.

The following table reconciles adjusted net income attributable to stockholders* and ROIC* to net income attributable to stockholders, long-term debt, stockholders’ equity, return on average invested capital which are the most directly comparable GAAP measures in, or calculated from, our consolidated financial statements:

As at and for the 12 months ended June 30,

 

% Change

 

(in U.S. $millions)

    

2019

    

2018

    

2019 over 2018

 

Net income attributable to stockholders

$

130.8

$

109.9

 

19

%

Pre-tax adjusting items:

Severance and retention

 

1.5

 

2.2

 

(32)

%

Gain on sale of equity accounted for investment

 

(4.9)

 

 

%

Current income tax effect of adjusting items:

 

  

 

  

 

  

Severance and retention

 

(0.4)

 

(0.2)

 

100

%

Deferred income tax effect of adjusting items:

 

  

 

  

 

  

Severance and retention

 

 

(0.4)

 

100

%

Deferred tax adjusting item:

 

  

 

  

 

  

Remeasurement of deferred taxes

 

 

(10.1)

 

100

%

Adjusted net income attributable to stockholders*

$

127.0

$

101.4

 

25

%

Opening long-term debt

$

750.4

$

814.3

 

(8)

%

Ending long-term debt

 

704.9

 

750.4

 

(6)

%

Average long-term debt

 

727.7

 

782.4

 

(7)

%

Opening stockholders' equity

$

786.4

$

711.6

 

11

%

Ending stockholders' equity

 

830.7

 

786.4

 

6

%

Average stockholders' equity

 

808.6

 

749.0

 

8

%

Average invested capital

$

1,536.3

$

1,531.4

 

%

Return on average invested capital

 

8.5

%  

 

7.2

%  

130

bps

ROIC*

 

8.3

%  

 

6.6

%  

170

bps

(1)Please refer to page 45 for a summary of adjusting items during the trailing 12-months ended June 30, 2019 and June 30, 2018.
(2)Return on average invested capital is calculated as net income attributable to stockholders divided by average invested capital. We calculate average invested capital as the average long-term debt and average stockholders’ equity over a trailing 12-month period.
(3)ROIC* is calculated as adjusted net income attributable to stockholders* divided by average invested capital.
(4)The adoption of Leases (Topic 842) requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. The lease liability is not included in the calculation of debt.

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44

Adjusting items during the trailing 12-months ended June 30, 2019 were:

Recognized in the second quarter of 2019

There were no adjustment items recognized in the second quarter of 2019.

Recognized in the first quarter of 2019

There were no adjustment items recognized in the first quarter of 2019.

Recognized in the fourth quarter of 2018

There were no adjustment items recognized in the fourth quarter of 2018.

Recognized in the third quarter of 2018

$1.5 million ($1.1 million after tax, or $0.01 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition;
$4.9 million ($4.9 million after tax, or $0.04 per diluted share) due to gain on sale of an equity accounted for investment.

Adjusting items during the trailing 12-months ended June 30, 2018 were:

Recognized in the second quarter of 2018

There were no adjustment items recognized in the second quarter of 2018.

Recognized in the first quarter of 2018

There were no adjustment items recognized in the first quarter of 2018.

Recognized in the fourth quarter of 2017

$2.2 million ($1.6 million after tax, or $0.02 per diluted share) of severance and retention costs in a corporate reorganization that followed the Acquisition;
$10.1 million (or $0.10 per diluted share) benefit on remeasurement of deferred taxes due to the Tax Cuts and Jobs Act.

Recognized in the third quarter of 2017

There were no adjustment items recognized in the third quarter of 2017.

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ITEM 3:     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risk during the six months ended June 30, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018, which is available on our website at www.rbauction.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com.

ITEM 4:     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management of the Company, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), have evaluated the effectiveness of our disclosure controls and procedures as at June 30, 2019. The term “disclosure controls and procedures” means controls and other procedures we have established that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation of our disclosure controls and procedures, the CEO and the CFO concluded that, as at June 30, 2019, the disclosure controls are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

We, including our CEO and CFO, do not expect that our internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Changes in Internal Control over Financial Reporting

Management, with the participation of the CEO and CFO, concluded that there were no changes in our internal control over financial reporting during the quarter ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1:     LEGAL PROCEEDINGS

We have no material legal proceedings pending, other than ordinary routine litigation incidental to the business, and we do not know of any material proceedings contemplated by governmental authorities.

ITEM 1A:     RISK FACTORS

Our business is subject to a number of risks and uncertainties and our past performance is no guarantee of our performance in future periods. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks and uncertainties discussed in “Part I, Item 1A: Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018, which is available on our website at www.rbauction.com, on EDGAR at www.sec.gov, or on SEDAR at www.sedar.com, before purchasing our common shares. Our business could also be affected by additional risks not currently known to us or that we currently deem to be immaterial. If any of the risks actually occur, our business, financial condition and results of operations could materially suffer. As a result, the trading price of our common shares could decline and you may lose all or part of your investment.

Except as set forth below, there were no material changes in risk factors during the three months or six months ended June 30, 2019.

We are currently undergoing a Chief Executive Officer transition, which could be disruptive to, or cause uncertainty in, our business.

On June 24, 2019, the Company announced that Ravi Saligram, Chief Executive Officer, will resign effective October 1, 2019. The Board is currently in the process of searching for Mr. Saligram’s successor. Failure to appoint a CEO successor with the desired level of experience and expertise in a timely manner could have a material adverse effect on our results of operations, financial condition and the market price of our common stock

ITEM 2:     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Share repurchase program

For information regarding our purchases of common shares during the three months ended June 30, 2019 pursuant to our normal course issuer bid, refer to “Part I, Item 2: Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Share Repurchase Program” of this Form 10-Q which is incorporated into this Item by reference.

ITEM 3:     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4:     MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5:     OTHER INFORMATION

None.

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ITEM 6:     EXHIBITS

Exhibits

The exhibits listed in below are filed as part of this Quarterly Report on Form 10-Q and incorporated herein by reference.

Exhibit

Number

    

Document

31.1

Certification of Chief Executive Officer pursuant to Rule 13a14(a) under the Securities Exchange Act of 1934, as amended

31.2

Certification of Chief Financial Officer pursuant to Rule 13a14(a) under the Securities Exchange Act of 1934, as amended

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RITCHIE BROS. AUCTIONEERS INCORPORATED

Dated: August 8, 2019

By:

/s/ Ravichandra K. Saligram

Ravichandra K. Saligram

Chief Executive Officer

Dated: August 8, 2019

By:

/s/ Sharon R. Driscoll

Sharon R. Driscoll

Chief Financial Officer

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