|
|
|
|
|
|
|
|
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 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”).
|
2. Significant accounting policies
(a) |
Basis of preparation |
These unaudited condensed consolidated interim financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”). They include the accounts of Ritchie Bros. Auctioneers Incorporated and its subsidiaries from their respective dates of formation or acquisition. All significant intercompany balances and transactions have been eliminated.
Certain information and footnote disclosure required by US GAAP for complete annual financial statements have been omitted and, therefore, these unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2016, included in the Company’s Annual Report on Form 10-K, filed with the Securities 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:
· |
commissions earned at the Company’s auctions through the Company acting as an agent for consignors of equipment and other assets, as well as commissions on online marketplace sales, and |
· |
fees earned in the process of conducting auctions, including online marketplace listing and inspection fees, fees from value-added services and make-ready activities, as well as fees paid by buyers on online marketplace sales. |
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. For auction or online marketplace sales, revenue is recognized when the auction or online marketplace 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.
Commissions from sales at the Company’s auctions represent the percentage earned by the Company on the gross auction 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 or purchases inventory to be sold at auction. Commissions also include those earned on online marketplace sales.
2. Significant accounting policies (continued)
(b) Revenue recognition (continued)
Commission and fee revenues from sales at auction
The Company accepts equipment and other assets on consignment or takes title for a short period of time prior to auction, stimulates buyer interest through professional marketing techniques, and matches sellers (also known as consignors) to buyers through the auction or private sale process.
In its role as auctioneer, the Company matches buyers to sellers of equipment on consignment, as well as to inventory held by the Company, through the auction process. Following the auction, the Company invoices the buyer for the purchase price of the property, collects payment from the buyer, and where applicable, remits to the consignor the net sale proceeds after deducting its commissions, expenses, and applicable taxes. Commissions are calculated as a percentage of the hammer price of the property sold at auction. Fees 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 is recognized on the date of the auction sale upon the fall of the auctioneer’s hammer, which is the point in time when the Company has substantially accomplished what it must do to be entitled to the benefits represented by the revenues. Subsequent to the date of the auction sale, the Company’s remaining obligations for its auction services relate only to the collection of the purchase price from the buyer and the remittance of the net sale proceeds to the seller. These remaining service obligations are not an essential part of the auction services provided by the Company.
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. In the rare event where a buyer refuses to take title of the property, 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 auction. Historically, cancelled sales have not been material in relation to the aggregate hammer price of property sold at auction.
Commission revenues are recorded net of commissions owed to third parties, which are principally the result of situations when the commission is shared with a consignor or with the counterparty in an auction guarantee risk and reward sharing arrangement. Additionally, in certain situations, commissions are shared with third parties who introduce the Company to consignors who sell property at auction.
Underwritten commission contracts can take the form of guarantee or inventory 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 (note 21).
Revenues related to inventory contracts are recognized in the period in which the sale is completed, title to the property passes to the purchaser and the Company has fulfilled any other obligations that may be relevant to the transaction, including, but not limited to, delivery of the property. Revenue from inventory sales is presented net of costs within revenues on the consolidated income statement, as the Company takes title only for a short period of time and the risks and rewards of ownership are not substantially different than the Company’s other underwritten commission contracts.
2. Significant accounting policies (continued)
(b) Revenue recognition (continued)
Commissions and fees on online marketplace sales
Through its online marketplaces, the Company typically sells equipment or other assets on consignment from sellers and stimulates buyer interest through sales and marketing techniques in order to match online marketplace sellers with buyers. Prior to offering an item for sale on its online marketplaces, the Company performs required inspections, title and lien searches, and make-ready activities to prepare the item for sale.
Online marketplace revenues are primarily driven by seller commissions, fees charged to sellers for listing and inspecting equipment, and amounts paid by buyers, including buyer transaction fees and buyer’s premiums. The Company also generates revenue from related online marketplace services including make-ready activities, logistics coordination, storage, private auction hosting, and asset appraisals. Online marketplace sale commission and fee revenues are recognized when the sale is complete, which is generally at the conclusion of the marketplace transaction between the seller and buyer. This occurs when a buyer has become legally obligated to pay the purchase price and buyer transaction fee for an asset that the seller is obligated to relinquish in exchange for the sales price less seller commissions and listing fees. At that time, the Company has substantially performed what it must do to be entitled to receive the benefits represented by its commissions and fees.
Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and the buyer transaction fee or buyer’s premium, collects payment from the buyer, and remits the proceeds – net of the seller commissions, listing fees, and applicable taxes – to the seller. The Company notifies the seller when the buyer payment has been received in order to clear release of the equipment or other asset to the seller. These remaining service obligations are not viewed to be an essential part of the services provided by the Company.
Under the Company’s standard terms and conditions, it is not obligated to pay the seller for items in an online marketplace sale in which the buyer has not paid for the purchased item. If the buyer defaults on its payment obligation, the equipment or other assets may be returned to the seller or moved into a subsequent online marketplace event.
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. This provision is related to settlement 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.
For guarantee contracts, if actual online marketplace sale proceeds are less than the guaranteed amount, the commission earned is reduced; if proceeds are sufficiently lower, the Company may incur a loss on the sale. If such consigned equipment sells above the minimum price, the Company may be entitled to a share of the excess proceeds as negotiated with the seller. The Company’s share of the excess, if any, is recorded in revenue together with the related online marketplace sale commission. Losses, if any, resulting from guarantee contracts are recorded in revenue in the period in which the relevant online marketplace sale was 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 (note 21).
2. Significant accounting policies (continued)
(b) Revenue recognition (continued)
Commissions and fees on online marketplace sales (continued)
For inventory contracts related to online marketplace sales, revenue from the sale of inventory through the Company’s online marketplaces are recorded net of acquisition costs because the acquisition of equipment in advance of an online marketplace sale is an ancillary component of the Company’s business and, in general, the risks and rewards of ownership are not substantially different than the Company’s other guarantee contracts. Since the online marketplace sale business is a net business, gross sales proceeds are not reported as revenue in the consolidated income statement. Rather, the net commission earned from online marketplace sales is reported as revenue, which reflects the Company’s agency relationship between buyers and sellers of equipment.
Other fees
Fees from value-added services include financing, appraisal, and technology service fees. Fees are recognized in the period in which the service is provided to the customer.
(c) |
Costs of services, excluding depreciation and amortization expenses |
Costs of services are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenues, and earning other fee revenues. Direct expenses include direct labour, buildings and facilities charges, and travel, advertising and promotion costs.
Costs of services incurred to earn online marketplace revenues include inspection costs, facilities costs, inventory management, referral, sampling, and appraisal fees. Inspections are generally performed at the seller’s physical location. The cost of inspections include payroll costs and related benefits for the Company’s employees that perform and manage field inspection services, the related inspection report preparation and quality assurance costs, fees paid to contractors who perform field inspections, related travel and incidental costs for the Company’s inspection service organization, and office and occupancy costs for its inspection services personnel. Costs of earning online marketplace revenues also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions, and lease and operations costs related to the Company’s third-party data centers at which its websites are hosted.
Costs of services incurred in earning other fee revenues include direct labour (including commissions on sales), software maintenance fees, and materials. Costs of services exclude depreciation and amortization expenses.
(d) |
Share-based payments |
The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related arrangement.
Equity-classified share-based payments
The Company has three stock option compensation plans that provide for the award of stock options to selected employees, directors and officers of the Company. The cost of options granted is measured at the fair value of the underlying option at the grant date using the Black-Scholes option pricing model. The Company also has a senior executive PSU plan that provides for the award of PSUs to selected senior executives of the Company. The Company has the option to settle certain share unit awards in cash or shares and expects to settle them in shares. The cost of PSUs granted is measured at the fair value of the underlying PSUs at the grant date using a binomial model.
2. Significant accounting policies (continued)
(d) Share-based payments (continued)
Equity-classified share-based payments (continued)
This fair value of awards expected to vest under these plans is expensed over the respective remaining service period of the individual awards, on an accelerated recognition basis, with the corresponding increase to APIC recorded in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in earnings, such that the consolidated expense reflects the revised estimate, with a corresponding adjustment to equity.
Any consideration paid on exercise of the stock options is credited to the common shares. Dividend equivalents on the equity-classified PSUs are recognized as a reduction to retained earnings over the service period.
PSUs awarded under the senior executive and employee PSU plans (described in note 20) are contingently redeemable in cash in the event of death of the participant. The contingently redeemable portion of the senior executive PSU awards, which represents the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, is recognized as temporary equity. The balance reported in temporary equity increases on the same basis as the related compensation expense over the service period of the award, with any excess of the temporary equity value over the amount recognized in compensation expense charged against retained earnings. In the event it becomes probable an award is going to become eligible for redemption by the holder, the award would be reclassified to a liability award.
Liability-classified share-based payments
The Company maintains other share unit compensation plans that vest over a period of up to five years after grant. Under those plans, the Company is either required or expects to settle vested awards on a cash basis or by providing cash to acquire shares on the open market on the employee’s behalf, where the settlement amount is determined using the volume weighted average price of the Company’s common shares for the twenty days prior to the vesting date or, in the case of deferred share unit (“DSU”) recipients, following cessation of service on the Board of Directors.
These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 20. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest.
The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities.
(e) |
Restricted cash |
In certain jurisdictions, local laws require the Company to hold cash in segregated bank accounts, which are used to settle auction proceeds payable resulting from auctions and online marketplace sales conducted in those regions. In addition, the Company also holds cash generated from its EquipmentOne online marketplace sales in separate escrow accounts, for settlement of the respective online marketplace transactions as a part of its secured escrow service. Restricted cash balances also include funds held in accounts owned by the Company in support of short-term stand-by letters of credit to provide seller security.
2. Significant accounting policies (continued)
(e) Restricted cash (continued)
During the period from December 21, 2016 through May 31, 2017, non-current restricted cash consisted of funds held in escrow pursuant to the offering of senior unsecured notes (note 18), which were only available when the Company received approval to acquire IronPlanet Holdings, Inc. (“IronPlanet”) and whose use was restricted to the funding of the IronPlanet acquisition (note 22).
(f) |
Inventories |
Inventory consists of equipment and other assets purchased for resale in an upcoming Company auction or online marketplace event. Inventory is valued at the lower of cost and net realizable value where net realizable value represents the expected sale price upon disposition less make-ready costs and the costs of disposal and transportation. The significant elements of cost include the acquisition price of the inventory and make-ready costs to prepare the inventory for sale that are not selling expenses. The specific identification method is used to determine amounts removed from inventory. Write-downs to the carrying value of inventory are recorded in revenue in the consolidated income statement.
(g) |
Intangible assets |
Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax credits. Costs of internally developed software are amortized on a straight-line basis over the remaining estimated economic life of the software product. Costs related to software incurred prior to establishing technological feasibility or the beginning of the application development stage of software are charged to operations as such costs are incurred. Once technological feasibility is established or the application development stage has begun, directly attributable costs are capitalized until the software is available for use.
Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are:
|
||||
Asset |
Basis |
Rate / term |
||
Trade names and trademarks |
Straight-line |
3 - 15 years or indefinite-lived |
||
Customer relationships |
Straight-line |
6 - 20 years |
||
Software assets |
Straight-line |
3 - 7 years |
Customer relationships includes relationships with buyers and sellers.
(h) |
Goodwill |
Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination.
Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31 and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not required.
2. Significant accounting policies (continued)
(h) Goodwill (continued)
Where a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit.
(i) |
Early adoption of new accounting pronouncements |
(i) |
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. Entities still have the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. Where an annual or interim quantitative impairment test is necessary, there is only one step, which is to compare the fair value of a reporting unit with its carrying value. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. |
ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments are applied on a prospective basis. Because the amendments reduce the cost and complexity of goodwill impairment testing, the Company has early adopted ASU 2017-04 in the first quarter of 2017.
(ii) |
In June 2017, the Company adopted ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 clarifies that the effects of a modification should be accounted for unless all the following criteria are met: |
1. |
The fair value (or calculated or intrinsic value, as appropriate) of the modified award is the same as the fair value (or calculated or intrinsic value, as appropriate) of the original award immediately before the modification. The value immediately before and after the modification does not have to be estimated if the modification does affect any of the inputs to the valuation technique used to value the award. |
2. |
The modified award’s vesting conditions are the same as those of the original award immediately before the modification. |
3. |
The classification of the modified award as an equity or liability instrument is the same as the original award’s classification immediately before the modification. |
Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
2. Significant accounting policies (continued)
(j) |
New and amended accounting standards |
(i) |
Effective January 1, 2017, the Company adopted ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which impacts entities that are issuers of or investors in debt instruments – or hybrid financial instruments determined to have a debt host – with embedded call (put) options. One of the criteria for bifurcating an embedded derivative is assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to those of their debt hosts. The amendments of ASU 2016-06 clarify the steps required in making this assessment for contingent call (put) options that can accelerate the payment of principal on debt instruments. Specifically, ASU 2016-06 requires the call (or put) options to be assessed solely in accordance with a four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the triggering event is related to interest rates or credit risks. The standard was applied on a modified retrospective basis to existing debt instruments as of January 1, 2017. Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. |
(ii) |
Effective January 1, 2017, the Company adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which requires an entity to recognize share-based payment (“SBP”) award income tax effects in the consolidated income statement when the awards vest or are settled. Consequently, the requirement for entities to track additional paid-in capital (“APIC”) pools is eliminated. Other amendments include: |
· |
All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the consolidated income statement. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period. These amendments were applied prospectively. |
· |
Because excess taxes no longer flow through APIC, when applying the treasury stock method in calculating diluted earnings per share (“EPS”), the assumed proceeds will no longer include any estimated excess taxes. Excess tax benefits increase assumed proceeds, which results in more hypothetical shares being reacquired. The incremental number of dilutive shares for diluted EPS is calculated as the number of shares from the assumed exercise of the stock less the hypothetical shares reacquired. Therefore, removing excess tax benefits |
from the equation results in fewer hypothetical shares being reacquired, increasing the incremental number of dilutive shares.
· |
Excess tax benefits are classified along with other income tax cash flows as an operating activity in the statement of cash flows. The Company elected to apply this amendment prospectively. |
· |
An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. Since forfeiture rates of the Company’s stock awards have historically been nominal and represent an insignificant assumption used in management’s estimate of the fair value of those awards, the Company has elected to account for forfeitures as they occur. This accounting policy change was applied on a modified retrospective basis and did not have an impact on the Company’s consolidated financial statements. |
· |
The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. This amendment was applied on a modified retrospective basis. |
· |
Cash paid by an employer when directly withholding shares for tax-withholding purposes is classified as a financing activity in the statement of cash flows. This amendment was applied prospectively. |
Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
2. Significant accounting policies (continued)
(k) |
Recent accounting standards not yet adopted |
(i) |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In particular, it moves away from the current industry and transaction specific requirements. ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include: |
1. |
Identifying the contract(s) with the customer, |
2. |
Identifying the separate performance obligations in the contract, |
3. |
Determining the transaction price, |
4. |
Allocating the transaction price to the separate performance obligations, and |
5. |
Recognizing revenue as each performance obligation is satisfied. |
The amendments also contain extensive disclosure requirements designed to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB delayed the effective date of ASU 2014-09 by one year so that ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. ASU 2014-09 permits the use of either the retrospective or modified retrospective (cumulative effect) transition method.
In 2015, the Company established a global new revenue accounting standard adoption team, consisting of financial reporting and accounting advisory representatives from across all geographical regions and business operations (the “Team”). The Team developed an adoption framework that continues to be used as guidance in identifying the Company’s significant contracts with customers. In 2016, the Team commenced its analysis, with the initial focus being on the impact of the amendments on accounting for the Company’s straight commission contracts, underwritten (inventory and guarantee) commission contracts, and ancillary service contracts. The Team is currently in the process of identifying the appropriate changes to our business processes, systems, and controls required to adopt the amendments based on preliminary findings.
Since its inception, the Team has regularly reported the findings and progress of the adoption project to management and the Audit Committee. Based on these findings and analysis, management has determined that the Company will not early adopt ASU 2014-09. The Company had previously planned on using a modified retrospective (cumulative-effect) method of adoption. The reason for not early adopting and for electing to use a modified retrospective method was primarily due to the Company’s acquisition of IronPlanet Holdings, Inc. (“IronPlanet”) on May 31, 2017. The IronPlanet acquisition added complexity to applying the amendments retrospectively, and as such, the modified retrospective method of adoption was chosen.
As the Team continues to make progress in its adoption project, it now believes that it will be able to adopt ASU 2014-09 using a full retrospective method, which it anticipates will provide more useful comparative information to financial statement users. The Company also continues to evaluate recently issued guidance on practical expedients as part of the adoption method decision.
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
The Team concluded that one of the most significant impacts of the adoption of ASU 2014-09 will be a change in the presentation of revenue from the majority of inventory, ancillary service, and Ritchie Bros. Logistical Services contracts as gross as a principal versus net as an agent. The Team’s analysis of these significant contracts with customers was aided by the FASB issuing ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer.
SEC Regulation S-X Rule 5-03.1 requires revenue from the sale of tangible products to be presented as a separate line item of the face of the consolidated income statement from revenues from services where income from one or both of those classes is more than 10 percent the sum of total revenues. Similarly, SEC Regulation Rule 5-03.2 requires the costs related to those revenue classes to be presented in the same manner. Based on historical information, the Team expects revenue from inventory contracts that are recognized gross as a principal selling tangible products to exceed 10 percent of total revenues.
Presenting most inventory contract revenues gross as a principal selling a tangible product versus net as an agent providing a service will significantly change the face of the Company’s consolidated income statement. Currently, all revenue from inventory sales is presented net of costs within service revenues on the income statement. After ASU 2014-09 is adopted, service revenues will exclude revenue from inventory sales and cost of inventory sold for inventory contracts recorded on a gross basis. Those amounts will instead be presented gross as separate line items on the face of the consolidated income statement in accordance with SEC Regulation S-X Rules 5-03.1 and 5-03.2. Ancillary service revenues will be presented within service revenues, but on a gross basis, with ancillary service costs presented separately within costs of services.
The Team, together with oversight from the Audit Committee, will also continue to closely monitor FASB activity related to ASU 2014-09 to conclude on specific interpretative issues. Over the remaining term until ASU 2014-09 takes effect, the Team will complete its assessment of the impact of the new standard on remaining contracts with customers, as well as evaluate the impact on financial statement disclosures and processes that capture information required for the revised financial statement presentation. The Team will also continue to work with management to determine the impact of the change in presentation on the key performance metrics used to evaluate operational performance of the Company.
Expected impact to reported results
While continuing to assess all potential impacts of adoption of ASU 2014-09, the Team’s current analysis indicates that the most significant change will be the gross versus net presentation described above. This presentation is expected to increase the amount of revenue reported compared to the current presentation. Presenting these revenues gross as a principal versus net as an agent has no impact on operating income. The Company expects the effects of this change to be as follows:
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
|
||||||||||||
|
As reported |
New revenue standard |
||||||||||
Three months ended September 30, |
2017 | 2016 |
Three months ended September 30, |
2017 |
2016 |
|||||||
|
Revenue from inventory sales |
$ |
82,213 |
$ |
176,381 | |||||||
|
Service revenues |
145,843 | 124,595 | |||||||||
Revenues |
$ |
141,047 |
$ |
128,876 |
Total revenues |
228,056 | 300,976 | |||||
|
Cost of inventory sold |
(73,131) | (159,850) | |||||||||
Costs of services, excluding |
||||||||||||
depreciation and amortization ("D&A") |
(19,583) | (14,750) |
Costs of services, excluding D&A |
(33,461) | (27,000) | |||||||
|
$ |
121,464 |
$ |
114,126 |
Gross profit |
$ |
121,464 |
$ |
114,126 |
|
||||||||||||
|
As reported |
New revenue standard |
||||||||||
Nine months ended September 30, |
2017 | 2016 |
Nine months ended September 30, |
2017 |
2016 |
|||||||
|
Revenue from inventory sales |
$ |
238,515 |
$ |
411,970 | |||||||
|
Service revenues |
442,474 | 420,177 | |||||||||
Revenues |
$ |
431,732 |
$ |
419,626 |
Total revenues |
680,989 | 832,147 | |||||
|
Cost of inventory sold |
(209,151) | (376,364) | |||||||||
Costs of services, excluding D&A |
(53,987) | (49,821) |
Costs of services, excluding D&A |
(94,093) | (85,978) | |||||||
|
$ |
377,745 |
$ |
369,805 |
Gross profit |
$ |
377,745 |
$ |
369,805 |
(i) |
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. For short-term leases, defined as those with a term of 12 months or less, the lessee is permitted to make an accounting policy election not to recognize the lease assets and liabilities, and instead recognize the lease expense generally on a straight-line basis over the lease term. The accounting treatment under this election is consistent with current operating lease accounting. No extensive amendments were made to lessor accounting, but amendments of note include changes to the definition of initial direct costs and accounting for collectability uncertainties in a lease. |
ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Both lessees and lessors must apply ASU 2016-02 using a “modified retrospective transition”, which reflects the new guidance from the beginning of the earliest period presented in the financial statements. However, lessees and lessors can elect to apply certain practical expedients on transition.
Management continues to perform a detailed inventory and analysis of all the Company’s leases, of which there are approximately 395 operating and 90 finance leases for which the Company is a lessee at the reporting date. The most significant operating leases in terms of the amount of rental charges and duration of the contract are for various auction sites and offices located in North America, Europe, the Middle East, and Asia. However, in terms of the number of leases, the majority consist of leases for computer, automotive, and yard equipment.
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
The Company continues to evaluate the new guidance to determine the impact it will have on its consolidated financial statements. Under the expectation that the majority, if not all, of the operating leases will be brought onto the Company’s balance sheet on adoption of ASU 2016-02, management is also investigating the functionality within the Company’s systems to automate the lease accounting process.
The adoption of ASU 2016-02 is expected to add complexity to the accounting for leases, as well as require extensive system and process changes to manage the large number of operating leases that the Company anticipates will be brought onto its balance sheet. As a result, management has determined that the Company will not early adopt ASU 2016-02, and will continue to evaluate the elections available to the Company involving the application of practical expedients on transition.
(ii) |
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer. Where such control exists – i.e. where the entity is required to provide the specified good or service itself – the entity is a ‘principal’. Where the entity is required to arrange for another party to provide the good or service, it is an agent. |
The effective date and transition requirements of ASU 2016-08 are the same as for ASU 2014-09, which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The impact of adoption of ASU 2016-08 on the Company’s consolidated financial statements has been considered as part of the ASU 2014-09 adoption project discussed above.
(iii) |
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. |
(iv) |
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whose amendments provide a screen to determine when an integrated set of assets and activities does not constitute a business as defined by Topic 805. Specifically, the amendments require that a set is not a business when substantially all the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets. This screen reduces the number of transactions that need to be further evaluated and as such, it is anticipated that more acquisitions will be accounted for as asset acquisitions rather than business combinations. If the screen is not met, the amendments: |
1) |
Require that the set must, at a minimum, include an input and a substantive process that together significantly contribute to the ability to create an output in order to be considered a business; and |
2) |
Remove the evaluation of whether a market participant could replace missing elements. |
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
The amendments also provide a framework to assist in evaluating whether both an input and a substantive process are present, and this framework includes two sets of criteria to consider that depend on whether a set has outputs. Finally, the amendments narrow the definition of the term “output” so the term is consistent with how outputs are described in Topic 606 Revenue from Contracts with Customers.
ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments are applied prospectively on or after the effective date. No disclosures are required at transition. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements.
(v) |
In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the scope of Subtopic 610-20 and adds clarity around accounting for partial sales of nonfinancial assets and the identification of, allocation of consideration to, and derecognition of distinct nonfinancial assets. The amendments also define ‘in substance nonfinancial assets’, which are within the scope of Subtopic 610-20, and clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. |
ASU 2017-05 is effective at the same time as ASU 2014-09, which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in ASU 2017-05 must be applied at the same time as the amendments in ASU 2014-09. Entities may elect to apply these amendments retrospectively to each period presented in the financial statements or using a modified retrospective basis as of the beginning of the fiscal year of adoption. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements.
|
3. Significant judgments, estimates and assumptions
The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Future differences arising between actual results and the judgments, estimates and assumptions made by the Company at the reporting date, or future changes to estimates and assumptions, could necessitate adjustments to the underlying reported amounts of assets, liabilities, revenues and expenses in future reporting periods.
Judgments, estimates and underlying assumptions are evaluated on an ongoing basis by management, and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstance and such changes are reflected in the assumptions when they occur. Significant items subject to estimates include purchase price allocations, the carrying amounts of goodwill, the useful lives of long-lived assets, share based compensation, deferred income taxes, reserves for tax uncertainties, and other contingencies.
|
4. Seasonality of operations
The Company's operations are both seasonal and event driven. Revenues tend to be highest during the second and fourth calendar quarters. The Company generally conducts more 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.
|
5. Segmented information
The Company’s principal business activity is the management and disposition of used industrial equipment and other durable assets. During the three months ended September 30, 2017, the Company continued to integrate its IronPlanet acquisition, which resulted in changes in the basis of organization of the Company, including its leadership structure, sales processes, and management reporting. Most significantly, the Chief Operating Decision Maker (“CODM”) began to assess the performance of the business and allocate resources based on whether the Company’s services are transactional (generating value from the disposition of assets) or non-transactional in nature, and redesigned key metrics accordingly.
These changes resulted in the identification of the following new operating segments as of September 30, 2017:
· |
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; |
· |
Ritchie Bros. Financial Services (“RBFS”) – This is the Company’s financial brokerage service, which is reported within the “other” category; and |
· |
Mascus – This is the Company’s online listing service, which is reported within the “other” category. |
The “other” category also includes results from various value-added services and make-ready activities, including the Company’s equipment refurbishment services, Asset Appraisal Services, and Ritchie Bros. Logistical Services.
|
||||||||||||||||||
|
Three months ended September 30, 2017 |
Nine months ended September 30, 2017 |
||||||||||||||||
|
Auctions and Marketplaces |
Other |
Consolidated |
Auctions and Marketplaces |
Other |
Consolidated |
||||||||||||
Revenues |
$ |
130,242 |
$ |
10,805 |
$ |
141,047 |
$ |
400,565 |
$ |
31,167 |
$ |
431,732 | ||||||
Costs of services, excluding D&A |
(18,383) | (1,200) | (19,583) | (51,948) | (2,039) | (53,987) | ||||||||||||
Selling, general and administrative |
||||||||||||||||||
("SG&A") expenses |
(81,964) | (3,371) | (85,335) | (220,555) | (9,732) | (230,287) | ||||||||||||
Impairment loss |
- |
- |
- |
(8,911) |
- |
(8,911) | ||||||||||||
Segment profit |
$ |
29,895 |
$ |
6,234 |
$ |
36,129 |
$ |
119,151 |
$ |
19,396 |
$ |
138,547 | ||||||
Acquisition-related costs |
(3,587) | (35,162) | ||||||||||||||||
D&A expenses |
(14,837) | (37,047) | ||||||||||||||||
Gain on disposition of Property, plant |
||||||||||||||||||
and equipment ("PPE") |
42 | 1,071 | ||||||||||||||||
Foreign exchange gain (loss) |
(816) | 7 | ||||||||||||||||
Operating income |
$ |
16,931 |
$ |
67,416 | ||||||||||||||
Other expense |
(9,966) | (20,965) | ||||||||||||||||
Income tax recovery (expense) |
3,358 | (7,982) | ||||||||||||||||
Net income |
$ |
10,323 |
$ |
38,469 |
5.Segmented information (continued)
|
||||||||||||||||||
|
Three months ended September 30, 2016 |
Nine months ended September 30, 2016 |
||||||||||||||||
|
Auctions and Marketplaces |
Other |
Consolidated |
Auctions and Marketplaces |
Other |
Consolidated |
||||||||||||
Revenues |
$ |
121,111 |
$ |
7,765 |
$ |
128,876 |
$ |
395,228 |
$ |
24,398 |
$ |
419,626 | ||||||
Costs of services, excluding D&A |
(14,493) | (257) | (14,750) | (49,213) | (608) | (49,821) | ||||||||||||
SG&A expenses |
(65,346) | (2,947) | (68,293) | (200,967) | (8,428) | (209,395) | ||||||||||||
Impairment loss |
(28,243) |
- |
(28,243) | (28,243) |
- |
(28,243) | ||||||||||||
Segment profit |
$ |
13,029 |
$ |
4,561 |
$ |
17,590 |
$ |
116,805 |
$ |
15,362 |
$ |
132,167 | ||||||
Acquisition-related costs |
(5,398) | (7,198) | ||||||||||||||||
D&A expenses |
(10,196) | (30,560) | ||||||||||||||||
Gain on disposition of PPE |
570 | 1,017 | ||||||||||||||||
Foreign exchange loss |
(281) | (332) | ||||||||||||||||
Operating income |
$ |
2,285 |
$ |
95,094 | ||||||||||||||
Other income (expense) |
(105) | 420 | ||||||||||||||||
Income tax expense |
(7,180) | (29,929) | ||||||||||||||||
Net income (loss) |
$ |
(5,000) |
$ |
65,585 |
The carrying value of goodwill of $648,819,000 has been allocated to Auctions and Marketplaces and $20,827,000 has been allocated to other. As in prior periods, the CODM does not evaluate the performance of its operating segments based on segment assets and liabilities, nor does the Company classify liabilities on a segmented basis.
a
|
6. Revenues
The Company’s revenue from the rendering of services is as follows:
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Commissions |
$ |
97,683 |
$ |
96,110 |
$ |
310,007 |
$ |
314,084 | ||||
Fees |
43,364 | 32,766 | 121,725 | 105,542 | ||||||||
|
$ |
141,047 |
$ |
128,876 |
$ |
431,732 |
$ |
419,626 |
Net profits on inventory sales included in commissions are:
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Revenue from inventory sales |
$ |
93,275 |
$ |
176,381 |
$ |
255,156 |
$ |
411,970 | ||||
Cost of inventory sold |
(82,733) | (159,850) | (222,956) | (376,364) | ||||||||
|
$ |
10,542 |
$ |
16,531 |
$ |
32,200 |
$ |
35,606 |
|
7. Operating expenses
Certain prior period operating expenses have been reclassified to conform with current year presentation.
Costs of services, excluding depreciation and amortization
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Employee compensation expenses |
$ |
10,032 |
$ |
6,593 |
$ |
24,321 |
$ |
21,731 | ||||
Buildings, facilities and technology expenses |
1,872 | 1,709 | 5,819 | 6,015 | ||||||||
Travel, advertising and promotion expenses |
5,562 | 4,991 | 17,644 | 18,287 | ||||||||
Other costs of services |
2,117 | 1,457 | 6,203 | 3,788 | ||||||||
|
$ |
19,583 |
$ |
14,750 |
$ |
53,987 |
$ |
49,821 |
SG&A expenses
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Employee compensation expenses |
$ |
55,560 | 42,370 |
$ |
147,420 |
$ |
133,370 | |||||
Buildings, facilities and technology expenses |
13,494 | 12,466 | 39,083 | 36,671 | ||||||||
Travel, advertising and promotion expenses |
8,431 | 6,273 | 21,218 | 18,595 | ||||||||
Professional fees |
3,381 | 3,675 | 9,705 | 9,524 | ||||||||
Other SG&A expenses |
4,469 | 3,509 | 12,861 | 11,235 | ||||||||
|
$ |
85,335 |
$ |
68,293 |
$ |
230,287 |
$ |
209,395 |
7. Operating expenses (continued)
Acquisition-related costs
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
IronPlanet: (note 22) |
||||||||||||
Stock option compensation |
||||||||||||
expense (note 20) |
$ |
- |
$ |
- |
$ |
4,752 |
$ |
- |
||||
Legal costs |
248 | 2,264 | 8,843 | 2,264 | ||||||||
Other acquisition-related costs |
2,464 | 2,250 | 18,996 | 2,250 | ||||||||
Mascus: (note 22) |
||||||||||||
Continuing employment costs |
126 | 262 | 404 | 701 | ||||||||
Other acquisition-related costs |
- |
- |
22 | 749 | ||||||||
Xcira: |
||||||||||||
Continuing employment costs |
447 | 305 | 1,112 | 917 | ||||||||
Petrowsky: (note 22) |
||||||||||||
Continuing employment costs |
134 | 140 | 554 | 140 | ||||||||
Other acquisition-related costs |
- |
177 | 3 | 177 | ||||||||
Kramer: (note 22) |
||||||||||||
Continuing employment costs |
122 |
- |
351 |
- |
||||||||
Other acquisition-related costs |
- |
- |
78 |
- |
||||||||
Other |
46 |
- |
47 |
- |
||||||||
|
$ |
3,587 |
$ |
5,398 |
$ |
35,162 |
$ |
7,198 |
Depreciation and amortization expenses
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Depreciation expense |
$ |
7,228 |
$ |
7,751 |
$ |
20,813 |
$ |
23,466 | ||||
Amortization expense |
7,609 | 2,445 | 16,234 | 7,094 | ||||||||
|
$ |
14,837 |
$ |
10,196 |
$ |
37,047 |
$ |
30,560 |
Impairment loss
The Company did not record an impairment loss during the three months ended September 30, 2017. During the three months ended June 30, 2017, management identified indicators of impairment on certain software and software under development intangible assets (the “technology assets”). The indicators consisted of decisions made after the acquisition of IronPlanet that adversely impacted the extent or manner in which certain technology assets would be utilized. As part of its integration activities the Company determined that it was more likely than not that certain technology assets would not be utilized or developed as originally intended and no longer had value. As a result, management performed an impairment test that resulted in the recognition of an impairment loss of $8,911,000 on the technology assets.
During the three months ended September 30, 2016, the Company recorded an impairment loss on the EquipmentOne reporting unit goodwill of $23,574,000 and a pre-tax impairment loss on the EquipmentOne reporting unit customer relationships of $4,669,000.
|
8. Income taxes
At the end of each interim period, the Company estimates the effective tax rate expected to be applicable for the full fiscal year. The estimate reflects, among other items, management’s best estimate of operating results. It does not include the estimated impact of foreign exchange rates or unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax expense and income before income taxes.
The Company’s consolidated effective tax rate in respect of operations for the three and nine months ended September 30, 2017 was -48.2% and 17.2%, respectively (2016: 329.4% and 31.3%).
|
10. Supplemental cash flow information
|
||||||
Nine months ended September 30, |
2017 | 2016 | ||||
Trade and other receivables |
(139,411) | (129,980) | ||||
Inventory |
(16,460) | 15,257 | ||||
Advances against auction contracts |
601 | 914 | ||||
Prepaid expenses and deposits |
4,498 | (774) | ||||
Income taxes receivable |
(8,062) | (3,387) | ||||
Auction proceeds payable |
186,147 | 172,273 | ||||
Trade and other payables |
(9,451) | (5,331) | ||||
Income taxes payable |
(3,075) | (9,410) | ||||
Share unit liabilities |
(5,848) | 2,413 | ||||
Other |
1,608 | (4,995) | ||||
Net changes in operating |
||||||
assets and liabilities |
$ |
10,547 |
$ |
36,980 |
|
||||||
Nine months ended September 30, |
2017 | 2016 | ||||
Interest paid, net of interest capitalized |
$ |
20,233 |
$ |
3,859 | ||
Interest received |
2,460 | 1,353 | ||||
Net income taxes paid |
28,037 | 44,869 | ||||
|
||||||
Non-cash transactions: |
||||||
Non-cash purchase of property, plant |
||||||
and equipment under capital lease |
6,851 | 1,009 |
|
||||||
|
September 30, |
December 31, |
||||
|
2017 | 2016 | ||||
Cash and cash equivalents |
$ |
224,474 |
$ |
207,867 | ||
Restricted cash: |
||||||
Current |
89,846 | 50,222 | ||||
Non-current |
- |
500,000 | ||||
Cash, cash equivalents, and restricted cash |
$ |
314,320 |
$ |
758,089 |
On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15, 2025 (note 18). Upon the closing of the offering, the gross proceeds from the offering were deposited in to an escrow account. The funds were released from escrow upon the closing of the acquisition of IronPlanet (note 22).
10. Supplemental cash flow information (continued)
In the fourth quarter of 2016, Company early adopted ASU 2016-18, Statement of Cash Flows (Topic 230), Restricted Cash, which requires that the change in the total of cash, cash equivalents, and restricted cash during a reporting period be explained in the Statement of Cash Flows (“SCF”). Therefore, the Company has included its restricted cash balances when reconciling the total beginning and end of period amounts shown on the face of the SCF. The effect of this change is detailed below.
|
||||
Nine months ended September 30, |
2016 | |||
Net changes in operating assets and liabilities: |
||||
As reported |
$ |
38,982 | ||
Current presentation |
36,980 | |||
Net cash provided by operating activities: |
||||
As reported |
163,423 | |||
Current presentation |
161,421 | |||
Effect of changes in foreign currency rates on cash: |
||||
As reported |
4,339 | |||
Current presentation |
6,656 | |||
Increase (decrease) in cash: |
||||
As reported |
20,836 | |||
Current presentation |
21,151 | |||
Cash and cash equivalents |
230,984 | |||
Total cash, cash equivalents and restricted cash |
$ |
314,397 |
|
11. Fair value measurement
All assets and liabilities for which fair value is measured or disclosed in the condensed consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement or disclosure:
● Level 1: 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.
11. Fair value measurement (continued)
|
|||||||||||||
|
September 30, 2017 |
December 31, 2016 |
|||||||||||
|
Category |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
||||||||
Fair values disclosed, recurring: |
|||||||||||||
Cash and cash equivalents |
Level 1 |
$ |
224,474 |
$ |
224,474 |
$ |
207,867 |
$ |
207,867 | ||||
Restricted cash |
Level 1 |
89,846 | 89,846 | 550,222 | 550,222 | ||||||||
Short-term debt (note 18) |
Level 2 |
8,567 | 8,567 | 23,912 | 23,912 | ||||||||
Long-term debt (note 18) |
|||||||||||||
Senior unsecured notes |
Level 1 |
486,886 | 526,875 | 495,780 | 509,500 | ||||||||
Revolving loans |
Level 2 |
- |
- |
99,926 | 99,926 | ||||||||
Delayed draw term loans |
Level 2 |
330,999 | 335,447 |
- |
- |
The carrying value of the Company‘s cash and cash equivalents, restricted cash, trade and other receivables, advances against auction contracts, auction proceeds payable, trade and other payables, short term debt, and revolving loans approximate their fair values due to their short terms to maturity. The carrying value of the delayed draw term loan, before deduction of deferred debt issue costs, approximates its fair value as the interest rates on the loans were short-term in nature. The fair value of the senior unsecured notes is determined by reference to a quoted market price.
|
12. Inventory
At each period end, inventory is reviewed to ensure that it is recorded at the lower of cost and net realizable value. During the three and nine months ended September 30, 2017, the Company recorded an inventory write-down of $122,000 and $778,000, respectively (2016: $882,000 and $2,284,000).
Of inventory held at September 30, 2017, 100% is expected to be sold prior to the end of December 2017 (December 31, 2016: 93% sold by the end of March 2017 with the remainder sold by the end of June 2017).
|
13. Assets held for sale
|
||||
Balance, December 31, 2016 |
$ |
632 | ||
Reclassified from property, plant and equipment |
411 | |||
Disposal |
(389) | |||
Balance, September 30, 2017 |
$ |
654 |
In March 2017, the Company sold excess auction site acreage in Orlando, United States, for net proceeds of $953,000 resulting in a gain of $564,000.
As at September 30, 2017, the Company’s assets held for sale consisted of excess auction site acreage located in Denver and Kansas City, United States, and Truro, Canada. Management made the strategic decision to sell this excess acreage to maximize the Company’s return on invested capital. The properties have been actively marketed for sale, and management expects the sales to be completed within 12 months of September 30, 2017. This land belongs to the Auctions and Marketplaces reportable segment.
|
14. Property, plant and equipment
|
||||||||
As at September 30, 2017 |
Cost |
Accumulated depreciation |
Net book value |
|||||
Land and improvements |
$ |
377,491 |
$ |
(67,164) |
$ |
310,327 | ||
Buildings |
265,816 | (101,301) | 164,515 | |||||
Yard and automotive equipment |
60,125 | (39,489) | 20,636 | |||||
Computer software and equipment |
68,728 | (59,639) | 9,089 | |||||
Office equipment |
24,875 | (18,443) | 6,432 | |||||
Leasehold improvements |
21,369 | (14,492) | 6,877 | |||||
Assets under development |
12,619 |
- |
12,619 | |||||
|
$ |
831,023 |
$ |
(300,528) |
$ |
530,495 |
|
||||||||
As at December 31, 2016 |
Cost |
Accumulated depreciation |
Net book value |
|||||
Land and improvements |
$ |
362,283 |
$ |
(60,576) |
$ |
301,707 | ||
Buildings |
256,168 | (91,323) | 164,845 | |||||
Yard and automotive equipment |
55,352 | (38,560) | 16,792 | |||||
Computer software and equipment |
66,265 | (57,624) | 8,641 | |||||
Office equipment |
22,963 | (16,706) | 6,257 | |||||
Leasehold improvements |
20,199 | (12,541) | 7,658 | |||||
Assets under development |
9,130 |
- |
9,130 | |||||
|
$ |
792,360 |
$ |
(277,330) |
$ |
515,030 |
During the three and nine months ended September 30, 2017, interest of $40,000 and $78,000, respectively, was capitalized to the cost of assets under development (2016: $42,000 and $65,000). These interest costs relating to qualifying assets are capitalized at a weighted average rate of 2.7% (2016: 4.4%).
|
15. Intangible assets
|
||||||||
As at September 30, 2017 |
Cost |
Accumulated amortization |
Net book value |
|||||
Trade names and trademarks |
$ |
54,229 |
$ |
(347) |
$ |
53,882 | ||
Customer relationships |
124,295 | (6,317) | 117,978 | |||||
Software |
96,860 | (22,155) | 74,705 | |||||
Software under development |
14,557 |
- |
14,557 | |||||
|
$ |
289,941 |
$ |
(28,819) |
$ |
261,122 |
|
||||||||
As at December 31, 2016 |
Cost |
Accumulated amortization |
Net book value |
|||||
Trade names and trademarks |
$ |
5,585 |
$ |
(50) |
$ |
5,535 | ||
Customer relationships |
25,618 | (1,072) | 24,546 | |||||
Software |
36,566 | (13,116) | 23,450 | |||||
Software under development |
18,773 |
- |
18,773 | |||||
|
$ |
86,542 |
$ |
(14,238) |
$ |
72,304 |
During the nine months ended September 30, 2017, the Company recognized an impairment loss of $8,911,000 due to the impairment of certain software and software under development and during the three and nine months ended September 30, 2016 the Company recorded an impairment loss on the Equipment One customer relationships of $4,669,000 (note 7).
During the three and nine months ended September 30, 2017, interest of $74,000 and $140,000, respectively was capitalized to the cost of software under development (2016: $111,000 and $287,000). These interest costs relating to qualifying assets are capitalized at a weighted average rate of 2.70% (2016: 5.32.%).
|
16. Goodwill
|
|||||
Balance, December 31, 2016 |
$ |
97,537 | |||
Additions |
567,785 | ||||
Foreign exchange movement |
4,324 | ||||
Balance, September 30, 2017 |
$ |
669,646 |
|
17. Equity-accounted investments
The Company holds a 48% share interest in a group of companies detailed below (together, the Cura Classis entities), which have common ownership. The Cura Classis entities provide dedicated fleet management services in three jurisdictions to a common customer unrelated to the Company. The Company has determined the Cura Classis entities are variable interest entities and the Company is not the primary beneficiary, as it does not have the power to make any decisions that significantly affect the economic results of the Cura Classis entities. Accordingly, the Company accounts for its investments in the Cura Classis entities following the equity method.
A condensed summary of the Company's investments in and advances to equity-accounted investees are as follows (in thousands of U.S. dollars, except percentages):
|
||||||||
|
Ownership |
September 30, |
December 31, |
|||||
|
percentage |
2017 | 2016 | |||||
Cura Classis entities |
48% |
$ |
4,650 |
$ |
4,594 | |||
Other equity investments |
32% | 2,637 | 2,732 | |||||
|
7,287 | 7,326 |
As a result of the Company’s investments, the Company is exposed to risks associated with the results of operations of the Cura Classis entities. The Company has no other business relationships with the Cura Classis entities. The Company’s maximum risk of loss associated with these entities is the investment carrying amount.
|
18. Debt
|
|||||||
|
Carrying amount |
||||||
|
September 30, |
December 31, |
|||||
|
2017 | 2016 | |||||
Short-term debt |
$ |
8,567 |
$ |
23,912 | |||
|
|||||||
Long-term debt: |
|||||||
|
|||||||
|
Revolving loans: |
||||||
|
Denominated in Canadian dollars, unsecured, bearing interest at a weighted |
||||||
|
average rate of 2.380%, due in monthly installments of interest only, with the |
||||||
|
committed, revolving credit facility available until October 2021 |
- |
69,926 | ||||
|
Denominated in United States dollars, unsecured, bearing interest at a weighted |
||||||
|
average rate of 2.075%, due in monthly installments of interest only, with the |
||||||
|
committed, revolving credit facility available until October 2021 |
- |
30,000 | ||||
|
Delayed draw term loan: |
||||||
|
Denominated in Canadian dollars, secured, bearing interest at a weighted |
||||||
|
average rate of 3.044%, due in monthly installments of interest only and |
||||||
|
quarterly installments of principal, with the committed credit facility, |
||||||
|
available until October 2021 |
189,050 |
- |
||||
|
Denominated in United States dollars, secured, bearing interest at a weighted |
||||||
|
average rate of 3.157%, due in monthly installments of interest only and |
||||||
|
quarterly installments of principal, with the committed credit facility, |
||||||
|
available until October 2021 |
146,397 |
- |
||||
|
Less: unamortized debt issue costs |
(4,448) |
- |
||||
|
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 |
(13,114) | (4,220) | ||||
|
817,885 | 595,706 | |||||
|
|||||||
Total debt |
$ |
826,452 |
$ |
619,618 | |||
|
|||||||
Long-term debt: |
|||||||
Current portion |
$ |
16,985 |
$ |
- |
|||
Non-current portion |
800,900 | 595,706 | |||||
|
$ |
817,885 |
$ |
595,706 |
On October 27, 2016, the Company entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, and Bank of America, N.A. (“BofA”), as administrative agent which provides the Company with:
· |
Multicurrency revolving facilities of up to $675,000,000 (the “Multicurrency Facilities”); |
· |
A delayed draw term loan facility of up to $325,000,000 (the “Delayed-Draw Facility); and together with the Multicurrency Facilities, the (“Syndicated Facilities”) and |
· |
At the Company’s election and subject to certain conditions, including receipt of related commitments, incremental term loan facilities and/or increases to the Multicurrency Facilities in an aggregate amount of up to $50,000,000. |
18. Debt (continued)
The Company may use the proceeds from the Multicurrency Facilities for general corporate purposes. The amount available pursuant to the Delayed-Draw Facility is only available to finance the acquisition of IronPlanet and will not be available for other corporate purposes upon repayment of amounts borrowed under that facility. On May 31, 2017, the Company borrowed $325,000,000 under the Delayed-Draw Facility to finance the acquisition of IronPlanet. The Delayed-Draw Facility amortizes in equal quarterly installments in an annual amount of 5% for the first two years and 10% in the third through fifth years, with the balance payable at maturity. Upon the closing of the acquisition the Syndicated Facilities became secured by the assets of the Company and certain of its subsidiaries in Canada and the United States. The Syndicated Facilities may become unsecured again, subject to the Company meeting specified credit rating or leverage ratio conditions.
The Company has incurred debt issue costs of $9,704,000 in connection with the Syndicated Facilities, of which $4,753,000 was allocated to the Multicurrency Facilities and $4,951,000 was allocated to the Delayed-Draw Facility. As the former allocation is not related to specific draws, the costs have been capitalized as other non-current assets and are being amortized over the term of the Syndicated Facilities. For the later allocation, the costs have been capitalized and reduce the carrying value of the delayed draw term loans to which they relate. At September 30, 2017, the Company had unamortized deferred debt issue costs relating to the Multicurrency Facilities of $4,054,000 (December 31, 2016: $6,182,000 relating to the Syndicated Facilities) and unamortized deferred debt issue costs of $4,448,000 relating to the delayed draw term loans.
On December 21, 2016, the Company completed the offering of $500,000,000 aggregate principal amount of 5.375% senior unsecured notes due January 15, 2025 (the “Notes”). Interest on the Notes is payable semi-annually. The proceeds from the offering were held in escrow until completion of the acquisition of IronPlanet. On May 31, 2017, the funds were released from escrow to finance the acquisition of IronPlanet. The Notes are jointly and severally guaranteed on an unsecured basis, subject to certain exceptions, by each of the Company’s subsidiaries that is a borrower or guarantees indebtedness under the Credit Agreement. IronPlanet and certain of its subsidiaries were added as additional guarantors in connection with the acquisition of IronPlanet.
The Company has incurred debt issue costs of $13,945,000 in connection with the offering of the Notes. At September 30, 2017, the Company had unamortized deferred debt issue costs relating to the Notes of $13,114,000 (December 31, 2016: $4,220,000)
Short-term debt at September 30, 2017 is comprised of drawings in different currencies on the Company’s committed revolving credit facilities and have a weighted average interest rate of 2.8% (December 31, 2016: 2.2%).
As at September 30, 2017, the Company had available committed revolving credit facilities aggregating $647,213,000 of which $637,891,000 is available until October 27, 2021.
|
19. 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 no common shares repurchased during the three and nine months ended September 30, 2017 (March 2016: 1,460,000 repurchased common shares, which were cancelled on March 15, 2016).
19. Equity and dividends (continued)
Dividends
Declared and paid
The Company declared and paid the following dividends during the three and nine months ended September 30, 2017 and 2016:
|
|||||||||||
|
Declaration date |
Dividend per share |
Record date |
Total dividends |
Payment date |
||||||
Nine months ended September 30, 2017: |
|||||||||||
Fourth quarter 2016 |
January 23, 2017 |
$ |
0.1700 |
February 10, 2017 |
$ |
18,160 |
March 3, 2017 |
||||
First quarter 2017 |
May 4, 2017 |
0.1700 |
May 23, 2017 |
18,188 |
June 13, 2017 |
||||||
Second quarter 2017 |
August 4, 2017 |
0.1700 |
August 25, 2017 |
18,210 |
September 15, 2017 |
||||||
|
|||||||||||
Nine months ended September 30, 2016: |
|||||||||||
Fourth quarter 2015 |
January 15, 2016 |
$ |
0.1600 |
February 12, 2016 |
$ |
17,154 |
March 4, 2016 |
||||
First quarter 2016 |
May 9, 2016 |
0.1600 |
May 24, 2016 |
17,022 |
June 14, 2016 |
||||||
Second quarter 2016 |
August 5, 2016 |
0.1700 |
September 2, 2016 |
18,127 |
September 23, 2016 |
||||||
|
Declared and undistributed
Subsequent to September 30, 2017, the Company’s Board of Directors declared a quarterly dividend of $0.17 cents per common share, payable on December 20, 2017 to stockholders of record on November 29, 2017. This dividend payable has not been recognized as a liability in the financial statements. The payment of this dividend will not have any tax consequence 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 $5,838,000 and $17,322,000 for the three and nine months ended September 30, 2017, respectively (2016: net gains of $958,000 and net gains of $9,569,000).
|
21. 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 September 30, 2017 there was $40,722,000 of industrial assets guaranteed under contract, of which 60% is expected to be sold prior to the end of December 2017, with the remainder relating to guarantees issued by IronPlanet to be sold by October 2018 (December 31, 2016: $3,813,000 of which 100% was expected to be sold prior to the end of March 2017).
At September 30, 2017 there was $14,577,000 of agricultural assets guaranteed under contract, of which 77% is expected to be sold prior to the end of December 2017, with the remainder to be sold by the end of April 2018 (December 31, 2016: $11,415,000 of which 100% was expected to be sold prior to the end of July 2017).
The outstanding guarantee amounts are undiscounted and before estimated proceeds from sale at auction.
|
22. Business combinations
(a) |
IronPlanet acquisition |
On May 31, 2017 (the “IronPlanet Acquisition Date”), the Company acquired 100% of the issued and outstanding shares of IronPlanet for a total fair value consideration of $776,474,000. As at the acquisition date, cash consideration of $772,706,000 has been paid to the former shareholders, vested option holders and warrant holders of IronPlanet. In addition to the cash consideration, non-cash consideration of $2,330,000 was issued attributable to the assumption of outstanding IronPlanet options, $1,771,000 was paid in cash related to customary closing adjustments, and $333,000 was related to settlement of intercompany payable transactions.
A summary of the net cash flows and purchase price are detailed below:
|
||||||
|
May 31, 2017 |
|||||
Cash consideration paid to former equity holders |
$ |
723,810 | ||||
Settlement of IronPlanet's debt |
36,313 | |||||
Settlement of IronPlanet's transaction costs |
12,583 | |||||
Cash consideration paid on closing |
772,706 | |||||
Cash consideration paid related to closing adjustments |
1,771 | |||||
Less: cash and cash equivalents acquired |
(95,626) | |||||
Less: restricted cash acquired |
(3,000) | |||||
Acquisition of IronPlanet, net of cash acquired |
$ |
675,851 | ||||
|
||||||
Cash consideration paid on closing |
$ |
772,706 | ||||
Replacement stock option awards attributable to pre- |
||||||
combination services |
4,926 | |||||
Stock option compensation expense from accelerated vesting |
||||||
of awards attributable to post-combination services |
(2,596) | |||||
Cash consideration paid relating to closing adjustments |
1,771 | |||||
Settlement of pre-existing intercompany balances |
(333) | |||||
Purchase price |
$ |
776,474 |
As part of the acquisition of IronPlanet, the Company assumed IronPlanet’s existing 1999 and 2015 Stock Option Plans under the same terms and conditions. The fair value of IronPlanet’s stock options at the date of acquisition was determined using the Black-Scholes pricing model. Of the total fair value, $51,678,000 has been attributed as pre-combination service and included as part of the total acquisition consideration. The post-combination attribution of $10,154,000 is made up of two components, 1) $4,752,000 related to acceleration of options upon closing of the transaction, which was immediately recognized in acquisition-related costs, and 2) $5,402,000 related to the remaining unvested options, which will be recognized as compensation expense over the vesting period.
IronPlanet is a leading online marketplace for selling and buying used equipment and other durable assets and an innovative participant in the multi–billion dollar used equipment market. The acquisition expands the breadth and depth of equipment disposition and management solutions the Company can offer its customers.
The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair values at the IronPlanet Acquisition Date. Goodwill of $567,410,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired.
22. Business combinations (continued)
(a)IronPlanet acquisition (continued)
IronPlanet provisional purchase price allocation
|
|||
|
May 31, 2017 |
||
Purchase price |
$ |
776,474 | |
|
|||
Assets acquired: |
|||
Cash and cash equivalents |
$ |
95,626 | |
Restricted cash |
3,000 | ||
Trade and other receivables |
13,021 | ||
Inventory |
1,012 | ||
Advances against auction contracts |
4,623 | ||
Prepaid expenses and deposits |
1,233 | ||
Income taxes receivable |
170 | ||
Property, plant and equipment |
2,381 | ||
Other non-current assets |
2,551 | ||
Deferred tax assets |
1,497 | ||
Intangible assets ~ |
188,000 | ||
|
|||
Liabilities assumed: |
|||
Auction proceeds payable |
63,616 | ||
Trade and other payables |
14,511 | ||
Income taxes payable |
55 | ||
Deferred tax liabilities |
25,868 | ||
Fair value of identifiable net assets acquired |
209,064 | ||
Goodwill acquired on acquisition |
$ |
567,410 |
~Intangible assets consist of indefinite-lived trade names and trademarks, customer relationships with estimated useful lives of ranging from six to 13 years, and a technology platform with an estimated useful life of 7 years.
The amounts included in the IronPlanet provisional purchase price allocation are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the IronPlanet Acquisition Date. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the IronPlanet Acquisition Date, and is dependent upon finalization of income tax liabilities and the valuation report. Adjustments to the preliminary values during the measurement period will be recorded in the operating results of the reporting period in which the adjustments are determined. Changes to the amounts recorded as assets and liabilities will result in a corresponding adjustment to goodwill.
Goodwill
The main drivers generating goodwill are the anticipated synergies from (1) the Company's auction expertise and transactional capabilities to IronPlanet's existing customer base, (2) IronPlanet providing existing technology to the Company's current customer base, and (3) future growth from international expansion and new Caterpillar dealers. Other factors generating goodwill include the acquisition of IronPlanet's assembled work force and their associated technical expertise.
22. Business combinations (continued)
(a) |
IronPlanet acquisition (continued) |
Contributed revenue and net income
The results of IronPlanet’s operations are included in these consolidated financial statements from the IronPlanet Acquisition Date. IronPlanet contributed revenues of $22,500,000 and a net loss of $1,696,000 to the Company’s revenues and net income during the three months ended September 30, 2017. IronPlanet contributed revenues of $33,380,000 and a net loss of $1,404,000 to the Company's revenues and net income during period from acquisition to September 30, 2017. IronPlanet’s contributed net loss includes charges related to amortization of intangible assets acquired.
The following table includes the unaudited condensed pro forma financial information that presents the combined results of operations as if the transactions relating to the IronPlanet acquisition and the financing required to fund the acquisition had occurred on January 1, 2016. These transactions include adjustments in each applicable period presented for recurring charges related to amortization of intangible assets acquired, interest expense related to the acquisition financing, changes in fair value of convertible preferred stock warrant liability, certain stock option compensation expenses, and taxes, as well as adjustments to the diluted weighted average number of shares outstanding. In addition, these transactions also include pre-tax adjustments related to non-recurring charges totalling $55,239,000 incurred between the third quarter of 2016 and the second quarter of 2017 that were presented as if the transactions occurred on January 1, 2016. The non-recurring transactions include certain acquisition-related and financing costs, stock option compensation expenses, and severance costs, together with the related income tax recovery.
The unaudited pro forma condensed combined financial information does not purport to represent what the Company’s results of operations or financial condition would have been had the IronPlanet acquisition and related transactions occurred on the dates indicated, and it does not purport to project the Company’s results of operations or financial condition for any future period or as of any future date.
|
||||||||||||
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Revenue |
$ |
141,047 |
$ |
153,817 |
$ |
481,076 |
$ |
503,711 | ||||
Net income (loss) |
10,323 | (9,583) | 57,491 | 2,089 | ||||||||
Basic earnings (loss) per share |
0.10 | (0.09) | 0.54 | 0.00 | ||||||||
Diluted earnings (loss) per share |
0.09 | (0.09) | 0.53 | 0.00 |
The unaudited pro forma net loss for the third quarter of 2016 includes an impairment loss on the EquipmentOne reporting unit goodwill of $23,574,000 and a pre-tax impairment loss on the EquipmentOne reporting unit customer relationships of $4,669,000.
The pro forma financial information included in the Company’s unaudited condensed consolidated interim financial statements for the three and six months ended June 30, 2017 and 2016 previously filed on August 8, 2017, has been adjusted as per the table below. The adjustments correct a mechanical computation error in determining pro forma net income. The adjustments resulted in an increase to net income by $2,844,000 and $3,343,000 for the three and six months ended June 30, 2017, respectively, and an increase to net income by $3,618,000 for the three months ended June 30, 2016 and a decrease to net income by $16,702,000 for the six months ended June 30, 2016. There were related adjustments to the basic and diluted earnings per share. There was no adjustment to revenues as reported. These adjustments have no impact on the consolidated balance sheets, consolidated income statements, or the consolidated statements of cash flows.
22. Business combinations (continued)
(a)IronPlanet acquisition (continued)
Contributed revenue and net income (continued)
|
||||||||||||
|
Three months ended |
Six months ended |
||||||||||
|
June 30, |
June 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Revenue |
$ |
185,485 |
$ |
187,089 |
$ |
340,029 |
$ |
349,893 | ||||
Net income |
28,619 | 32,021 | 47,168 | 11,671 | ||||||||
Basic earnings per share |
0.27 | 0.29 | 0.44 | 0.10 | ||||||||
Diluted earnings per share |
0.26 | 0.29 | 0.43 | 0.10 |
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $32,591,000 for legal fees, stock option compensation expense, and other acquisition-related costs are included in the consolidated income statement for the nine months ended September 30, 2017.
(b) |
Kramer acquisition |
On November 15, 2016 (the “Kramer Acquisition Date”), the Company purchased the assets of Kramer Auctions Ltd. for cash consideration of Canadian dollar 15,300,000 ($11,361,000) comprised of Canadian dollar 15,000,000 ($11,138,000) paid at acquisition date and Canadian dollar 300,000 ($223,000) deferred payments over three years. In addition to cash consideration, consideration of up to Canadian dollar 2,500,000 ($1,856,000) is contingent on Kramer achieving certain operating performance targets over the three-year period following acquisition. Kramer is a leading Canadian agricultural auction company with exceptionally strong customer relationships in central Canada. This acquisition is expected to significantly strengthen Ritchie Bros.’ penetration of Canada’s agricultural sector and add key talent to our Canadian Agricultural sales and operations team.
The acquisition was accounted for in accordance with ASC 805 Business Combinations. The assets acquired were recorded at their estimated fair values at the Kramer Acquisition Date. Goodwill of $6,822,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired.
Kramer provisional purchase price allocation
|
November 15, 2016 |
|
Purchase price |
$ |
11,138 |
Deferred purchase note consideration |
223 | |
Fair value of contingent consideration |
538 | |
Total fair value at Petrowsky Acquisition Date |
11,899 | |
|
||
Assets acquired: |
||
Property, plant and equipment |
$ |
399 |
Intangible assets ~ |
4,678 | |
Fair value of identifiable net assets acquired |
5,077 | |
Goodwill acquired on acquisition |
$ |
6,822 |
~Consists of customer relationships and trade names with estimated useful lives of 10 and three years, respectively.
22. Business combinations (continued)
(b)Kramer acquisition (continued)
Kramer provisional purchase price allocation (continued)
The amounts included in the Kramer provisional purchase price allocation are preliminary in nature and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the Kramer Acquisition Date. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the Kramer Acquisition Date. Adjustments to the preliminary values during the measurement period will be recorded in the operating results of the period in which the adjustments are determined. Changes to the amounts recorded as assets and liabilities will result in a corresponding adjustment to goodwill.
Assets acquired
At the date of acquisition, the Company determined the fair value of the assets acquired using appropriate valuation techniques.
Goodwill
Kramer is a highly complementary business that will broaden the Company’s base in the agriculture sector in Canada, one of the main drivers generating goodwill.
Contingent consideration
At the date of acquisition, the maximum contingent consideration of Canadian dollar 2,500,000 ($1,856,000) was fair valued at Canadian dollar 725,000 ($538,000). The contingent consideration is based on the cumulative revenue growth during a three-year period ending November 15, 2019. The liability is remeasured on each reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. At September 30, 2017, the Company did not recognize a liability as the estimated fair value of the contingent consideration was nil (December 31, 2016: Canadian dollar 725,000 ($538,000)). In the three and nine months ending September 30, 2017 the Company recognized other income of $626,000 and $620,000, respectively associated with the change in fair value.
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $429,000 for continuing employment costs and other acquisition-related costs are included in the consolidated income statements for the nine months ended September 30, 2017.
Employee compensation in exchange for continued services
The Company may pay an additional amount not exceeding Canadian dollar 1,000,000 ($743,000) over a three-year period based on the continuing employment of four key leaders of Kramer with the Company.
(c) |
Petrowsky acquisition |
On August 1, 2016 (the “Petrowsky Acquisition Date”), the Company acquired the assets of Petrowsky for cash consideration of $6,250,000. An additional $750,000 was paid for the retention of certain key employees. In addition to cash consideration, consideration of up to $3,000,000 is contingent on Petrowsky achieving certain revenue growth targets over the three-year period following acquisition. Based in North Franklin, Connecticut, Petrowsky caters largely to equipment sellers in the construction and transportation industries. Petrowsky also serves customers selling assets in the underground utility, waste recycling, marine, and commercial real estate industries. The business operates one permanent auction site, in North Franklin, which will continue to hold auctions, and also specializes in off-site auctions held on the land of the consignor.
22. Business combinations (continued)
(c)Petrowsky acquisition (continued)
The acquisition was accounted for in accordance with ASC 805 Business Combinations. The assets acquired were recorded at their estimated fair values at the Petrowsky Acquisition Date. Goodwill of $4,308,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired.
Petrowsky purchase price allocation
|
||
|
August 1, 2016 |
|
Purchase price |
$ |
6,250 |
Fair value of contingent consideration |
1,433 | |
Total fair value at Petrowsky Acquisition Date |
7,683 | |
|
||
Assets acquired: |
||
Property, plant and equipment |
$ |
441 |
Intangible assets ~ |
2,934 | |
Fair value of identifiable net assets acquired |
3,375 | |
Goodwill acquired on acquisition |
$ |
4,308 |
~Consists of customer relationships with estimated useful lives of 10 years.
Assets acquired and liabilities assumed
At the date of the acquisition, the carrying amounts of the assets and liabilities acquired approximated their fair values, except customer relationships, whose fair value was determined using appropriate valuation techniques.
Goodwill
Petrowsky is a highly complementary business that will broaden the Company’s base of equipment sellers, one of the main drivers generating goodwill. Petrowsky’s sellers are primarily in the construction and transportation industries, which are also well aligned with the Company’s sector focus.
Contingent consideration
As part of the acquisition, contingent consideration of up to $3,000,000 is payable to Petrowsky if certain revenue growth targets are achieved. The contingent consideration is based on the cumulative revenue growth during a three-year period ending July 31, 2019. The liability is remeasured on each reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. In the three and nine months ending September 30, 2017, the Company recognized other income of nil and $1,457,000, respectively, associated with the change in fair value. At September 30, 2017, the Company did not recognize a liability as the estimated fair value of the contingent consideration was nil (December 31, 2016: $1,433,000).
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $557,000 for continuing employment and other acquisition-related costs are included in the condensed consolidated income statement for the nine months ended September 30, 2017.
22. Business combinations (continued)
(c)Petrowsky acquisition (continued)
Transactions recognized separately from the acquisition of assets and assumptions of liabilities (continued)
Employee compensation in exchange for continued services
As noted above, $750,000 was paid on the Petrowsky Acquisition Date in exchange for the continuing services of certain key employees. In addition, the Company may pay an amount not exceeding $1,000,000 over a three-year period, payable in equal annual installments, on the anniversary date of the acquisition based on the founder of Petrowsky’s continuing employment with the Company. The Company paid $333,000 in this regard during the three months ended September 30, 2017.
(d) |
Mascus acquisition |
On February 19, 2016 (the “Mascus Acquisition Date”), the Company acquired 100% of the issued and outstanding shares of Mascus for cash consideration of €26,553,000 ($29,580,000). In addition to cash consideration, consideration of up to €3,198,000 ($3,563,000) of which, €1,215,000 ($1,302,000) has been paid, is contingent on Mascus achieving certain operating performance targets over the three-year period following acquisition. Mascus is based in Amsterdam and provides an online equipment listing service for used heavy machines and trucks. The acquisition expands the breadth and depth of equipment disposition and management solutions the Company can offer its customers.
The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair values at the Mascus Acquisition Date. Goodwill of $19,664,000 was calculated as the fair value of consideration over the estimated fair value of the net assets acquired.
Mascus purchase price allocation
|
||
February 19, 2016 |
||
Purchase price |
$ |
29,580 |
Fair value of contingent consideration |
3,431 | |
Non-controlling interests (1) |
596 | |
Total fair value at Mascus Acquisition Date |
33,607 | |
|
||
Fair value of assets acquired: |
||
Cash and cash equivalents |
$ |
1,457 |
Trade and other receivables |
1,290 | |
Prepaid expenses |
528 | |
Property, plant and equipment |
104 | |
Intangible assets (2) |
14,817 | |
|
||
Fair value of liabilities assumed: |
||
Trade and other payables |
1,533 | |
Other non-current liabilities |
37 | |
Deferred tax liabilities |
2,683 | |
Fair value of identifiable net assets acquired |
13,943 | |
Goodwill acquired on acquisition |
$ |
19,664 |
22. Business combinations (continued)
(d)Mascus acquisition (continued)
Mascus purchase price allocation (continued)
(1) |
The Company acquired 100% of Mascus and within the Mascus group of entities there were two subsidiaries that were not wholly-owned, one domiciled in the United States and one domiciled in Denmark. As such, the Company acquired non-controlling interests. The fair value of each non-controlling interest was determined using an income approach based on cash flows of the respective entities that were attributable to the non-controlling interest. On May 27, 2016, Ritchie Bros. Holdings (America) Inc. acquired the remaining issued and outstanding shares of the Mascus subsidiary domiciled in the United States for cash consideration of $226,000. |
(2) |
Intangible assets consist of customer relationships with estimated useful lives of 17 years, indefinite-lived trade names, and software assets with estimated useful lives of five years. |
Goodwill
The main drivers generating goodwill are the anticipated synergies from (1) the Company's core auction expertise and transactional capabilities to Mascus' existing customer base, and (2) Mascus' providing existing technology to the Company's current customer base. Other factors generating goodwill include the acquisition of Mascus' assembled work force and their associated technical expertise.
Contingent consideration
At the date of acquisition, the maximum contingent consideration of €3,198,000 ($3,563,000) was fair valued at €3,080,000 ($3,431,000). The consideration is contingent upon the achievement of certain operating performance targets during the three-year period following acquisition and is due in three instalments, each occurring after the end of the respective 12-month performance period. During the nine months ended September 30, 2017 after having achieved certain first performance period targets, the Company made the first instalment payment of €1,215,000 ($1,302,000). The remaining liability is remeasured on each reporting date at its estimated fair value, which is determined using actual results up to the reporting date and forecasted results over the remainder of the performance period. Changes in the fair value are recognized in other income or expense in the consolidated income statement, as applicable. At September 30, 2017 the estimated fair value of the contingent consideration was €1,608,000 ($1,900,000) (December 31, 2016: €3,080,000 ($3,431,000)). During the nine months ended September 30, 2017 the Company recognized €178,000 ($193,000) in other income associated with the change in fair value.
Transactions recognized separately from the acquisition of assets and assumptions of liabilities
Acquisition-related costs
Expenses totalling $426,000 for continuing employments costs and other acquisition-related costs are included in the condensed consolidated income statement for the nine months ended September 30, 2017 (2016: $1,450,000).
Employee compensation in exchange for continued services
The Company may pay additional amounts not exceeding €1,625,000 ($1,849,000) over a three-year period ending February 19, 2019 based on key employees’ continuing employment with Mascus. The Company paid €393,000 ($419,000) in this regard during the nine months ended September 30, 2017.
|
23. Contingently redeemable non-controlling interest in Ritchie Bros. Financial Services
Until July 12, 2016, the Company held a 51% interest in RBFS, an entity that provides loan origination services to enable the Company’s auction customers to obtain financing from third party lenders.
The Company and the NCI holders each held options pursuant to which the Company could acquire, or be required to acquire, the NCI holders’ 49% interest in RBFS. On July 12, 2016, the Company completed its acquisition of the NCI. On that date, the Company acquired the NCI holders’ 49% interest in RBFS for total consideration of 57,900,000 Canadian dollars ($44,141,000).
|
(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, 2016, included in the Company’s Annual Report on Form 10-K, filed with the Securities 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:
· |
commissions earned at the Company’s auctions through the Company acting as an agent for consignors of equipment and other assets, as well as commissions on online marketplace sales, and |
· |
fees earned in the process of conducting auctions, including online marketplace listing and inspection fees, fees from value-added services and make-ready activities, as well as fees paid by buyers on online marketplace sales. |
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured. For auction or online marketplace sales, revenue is recognized when the auction or online marketplace 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.
Commissions from sales at the Company’s auctions represent the percentage earned by the Company on the gross auction 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 or purchases inventory to be sold at auction. Commissions also include those earned on online marketplace sales.
2. Significant accounting policies (continued)
(b) Revenue recognition (continued)
Commission and fee revenues from sales at auction
The Company accepts equipment and other assets on consignment or takes title for a short period of time prior to auction, stimulates buyer interest through professional marketing techniques, and matches sellers (also known as consignors) to buyers through the auction or private sale process.
In its role as auctioneer, the Company matches buyers to sellers of equipment on consignment, as well as to inventory held by the Company, through the auction process. Following the auction, the Company invoices the buyer for the purchase price of the property, collects payment from the buyer, and where applicable, remits to the consignor the net sale proceeds after deducting its commissions, expenses, and applicable taxes. Commissions are calculated as a percentage of the hammer price of the property sold at auction. Fees 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 is recognized on the date of the auction sale upon the fall of the auctioneer’s hammer, which is the point in time when the Company has substantially accomplished what it must do to be entitled to the benefits represented by the revenues. Subsequent to the date of the auction sale, the Company’s remaining obligations for its auction services relate only to the collection of the purchase price from the buyer and the remittance of the net sale proceeds to the seller. These remaining service obligations are not an essential part of the auction services provided by the Company.
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. In the rare event where a buyer refuses to take title of the property, 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 auction. Historically, cancelled sales have not been material in relation to the aggregate hammer price of property sold at auction.
Commission revenues are recorded net of commissions owed to third parties, which are principally the result of situations when the commission is shared with a consignor or with the counterparty in an auction guarantee risk and reward sharing arrangement. Additionally, in certain situations, commissions are shared with third parties who introduce the Company to consignors who sell property at auction.
Underwritten commission contracts can take the form of guarantee or inventory 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 (note 21).
Revenues related to inventory contracts are recognized in the period in which the sale is completed, title to the property passes to the purchaser and the Company has fulfilled any other obligations that may be relevant to the transaction, including, but not limited to, delivery of the property. Revenue from inventory sales is presented net of costs within revenues on the consolidated income statement, as the Company takes title only for a short period of time and the risks and rewards of ownership are not substantially different than the Company’s other underwritten commission contracts.
2. Significant accounting policies (continued)
(b) Revenue recognition (continued)
Commissions and fees on online marketplace sales
Through its online marketplaces, the Company typically sells equipment or other assets on consignment from sellers and stimulates buyer interest through sales and marketing techniques in order to match online marketplace sellers with buyers. Prior to offering an item for sale on its online marketplaces, the Company performs required inspections, title and lien searches, and make-ready activities to prepare the item for sale.
Online marketplace revenues are primarily driven by seller commissions, fees charged to sellers for listing and inspecting equipment, and amounts paid by buyers, including buyer transaction fees and buyer’s premiums. The Company also generates revenue from related online marketplace services including make-ready activities, logistics coordination, storage, private auction hosting, and asset appraisals. Online marketplace sale commission and fee revenues are recognized when the sale is complete, which is generally at the conclusion of the marketplace transaction between the seller and buyer. This occurs when a buyer has become legally obligated to pay the purchase price and buyer transaction fee for an asset that the seller is obligated to relinquish in exchange for the sales price less seller commissions and listing fees. At that time, the Company has substantially performed what it must do to be entitled to receive the benefits represented by its commissions and fees.
Following the sale of the item, the Company invoices the buyer for the purchase price of the asset, taxes, and the buyer transaction fee or buyer’s premium, collects payment from the buyer, and remits the proceeds – net of the seller commissions, listing fees, and applicable taxes – to the seller. The Company notifies the seller when the buyer payment has been received in order to clear release of the equipment or other asset to the seller. These remaining service obligations are not viewed to be an essential part of the services provided by the Company.
Under the Company’s standard terms and conditions, it is not obligated to pay the seller for items in an online marketplace sale in which the buyer has not paid for the purchased item. If the buyer defaults on its payment obligation, the equipment or other assets may be returned to the seller or moved into a subsequent online marketplace event.
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. This provision is related to settlement 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.
For guarantee contracts, if actual online marketplace sale proceeds are less than the guaranteed amount, the commission earned is reduced; if proceeds are sufficiently lower, the Company may incur a loss on the sale. If such consigned equipment sells above the minimum price, the Company may be entitled to a share of the excess proceeds as negotiated with the seller. The Company’s share of the excess, if any, is recorded in revenue together with the related online marketplace sale commission. Losses, if any, resulting from guarantee contracts are recorded in revenue in the period in which the relevant online marketplace sale was 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 (note 21).
2. Significant accounting policies (continued)
(b) Revenue recognition (continued)
Commissions and fees on online marketplace sales (continued)
For inventory contracts related to online marketplace sales, revenue from the sale of inventory through the Company’s online marketplaces are recorded net of acquisition costs because the acquisition of equipment in advance of an online marketplace sale is an ancillary component of the Company’s business and, in general, the risks and rewards of ownership are not substantially different than the Company’s other guarantee contracts. Since the online marketplace sale business is a net business, gross sales proceeds are not reported as revenue in the consolidated income statement. Rather, the net commission earned from online marketplace sales is reported as revenue, which reflects the Company’s agency relationship between buyers and sellers of equipment.
Other fees
Fees from value-added services include financing, appraisal, and technology service fees. Fees are recognized in the period in which the service is provided to the customer.
(c) |
Costs of services, excluding depreciation and amortization expenses |
Costs of services are comprised of expenses incurred in direct relation to conducting auctions (“direct expenses”), earning online marketplace revenues, and earning other fee revenues. Direct expenses include direct labour, buildings and facilities charges, and travel, advertising and promotion costs.
Costs of services incurred to earn online marketplace revenues include inspection costs, facilities costs, inventory management, referral, sampling, and appraisal fees. Inspections are generally performed at the seller’s physical location. The cost of inspections include payroll costs and related benefits for the Company’s employees that perform and manage field inspection services, the related inspection report preparation and quality assurance costs, fees paid to contractors who perform field inspections, related travel and incidental costs for the Company’s inspection service organization, and office and occupancy costs for its inspection services personnel. Costs of earning online marketplace revenues also include costs for the Company’s customer support, online marketplace operations, logistics, title and lien investigation functions, and lease and operations costs related to the Company’s third-party data centers at which its websites are hosted.
Costs of services incurred in earning other fee revenues include direct labour (including commissions on sales), software maintenance fees, and materials. Costs of services exclude depreciation and amortization expenses.
(d) |
Share-based payments |
The Company classifies a share-based payment award as an equity or liability payment based on the substantive terms of the award and any related arrangement.
Equity-classified share-based payments
The Company has three stock option compensation plans that provide for the award of stock options to selected employees, directors and officers of the Company. The cost of options granted is measured at the fair value of the underlying option at the grant date using the Black-Scholes option pricing model. The Company also has a senior executive PSU plan that provides for the award of PSUs to selected senior executives of the Company. The Company has the option to settle certain share unit awards in cash or shares and expects to settle them in shares. The cost of PSUs granted is measured at the fair value of the underlying PSUs at the grant date using a binomial model.
2. Significant accounting policies (continued)
(d) Share-based payments (continued)
Equity-classified share-based payments (continued)
This fair value of awards expected to vest under these plans is expensed over the respective remaining service period of the individual awards, on an accelerated recognition basis, with the corresponding increase to APIC recorded in equity. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in earnings, such that the consolidated expense reflects the revised estimate, with a corresponding adjustment to equity.
Any consideration paid on exercise of the stock options is credited to the common shares. Dividend equivalents on the equity-classified PSUs are recognized as a reduction to retained earnings over the service period.
PSUs awarded under the senior executive and employee PSU plans (described in note 20) are contingently redeemable in cash in the event of death of the participant. The contingently redeemable portion of the senior executive PSU awards, which represents the amount that would be redeemable based on the conditions at the date of grant, to the extent attributable to prior service, is recognized as temporary equity. The balance reported in temporary equity increases on the same basis as the related compensation expense over the service period of the award, with any excess of the temporary equity value over the amount recognized in compensation expense charged against retained earnings. In the event it becomes probable an award is going to become eligible for redemption by the holder, the award would be reclassified to a liability award.
Liability-classified share-based payments
The Company maintains other share unit compensation plans that vest over a period of up to five years after grant. Under those plans, the Company is either required or expects to settle vested awards on a cash basis or by providing cash to acquire shares on the open market on the employee’s behalf, where the settlement amount is determined using the volume weighted average price of the Company’s common shares for the twenty days prior to the vesting date or, in the case of deferred share unit (“DSU”) recipients, following cessation of service on the Board of Directors.
These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 20. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest.
The impact of forfeitures and fair value revisions, if any, are recognized in earnings such that the cumulative expense reflects the revisions, with a corresponding adjustment to the settlement liability. Liability-classified share unit liabilities due within 12 months of the reporting date are presented in trade and other payables while settlements due beyond 12 months of the reporting date are presented in non-current liabilities.
(e) |
Restricted cash |
In certain jurisdictions, local laws require the Company to hold cash in segregated bank accounts, which are used to settle auction proceeds payable resulting from auctions and online marketplace sales conducted in those regions. In addition, the Company also holds cash generated from its EquipmentOne online marketplace sales in separate escrow accounts, for settlement of the respective online marketplace transactions as a part of its secured escrow service. Restricted cash balances also include funds held in accounts owned by the Company in support of short-term stand-by letters of credit to provide seller security.
2. Significant accounting policies (continued)
(e) Restricted cash (continued)
During the period from December 21, 2016 through May 31, 2017, non-current restricted cash consisted of funds held in escrow pursuant to the offering of senior unsecured notes (note 18), which were only available when the Company received approval to acquire IronPlanet Holdings, Inc. (“IronPlanet”) and whose use was restricted to the funding of the IronPlanet acquisition (note 22).
(f) |
Inventories |
Inventory consists of equipment and other assets purchased for resale in an upcoming Company auction or online marketplace event. Inventory is valued at the lower of cost and net realizable value where net realizable value represents the expected sale price upon disposition less make-ready costs and the costs of disposal and transportation. The significant elements of cost include the acquisition price of the inventory and make-ready costs to prepare the inventory for sale that are not selling expenses. The specific identification method is used to determine amounts removed from inventory. Write-downs to the carrying value of inventory are recorded in revenue in the consolidated income statement.
(g) |
Intangible assets |
Intangible assets are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax credits. Costs of internally developed software are amortized on a straight-line basis over the remaining estimated economic life of the software product. Costs related to software incurred prior to establishing technological feasibility or the beginning of the application development stage of software are charged to operations as such costs are incurred. Once technological feasibility is established or the application development stage has begun, directly attributable costs are capitalized until the software is available for use.
Amortization is recognized in net earnings on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The estimated useful lives are:
|
||||
Asset |
Basis |
Rate / term |
||
Trade names and trademarks |
Straight-line |
3 - 15 years or indefinite-lived |
||
Customer relationships |
Straight-line |
6 - 20 years |
||
Software assets |
Straight-line |
3 - 7 years |
Customer relationships includes relationships with buyers and sellers.
(h) |
Goodwill |
Goodwill represents the excess of the purchase price of an acquired enterprise over the fair value assigned to the assets acquired and liabilities assumed in a business combination.
Goodwill is not amortized, but it is tested annually for impairment at the reporting unit level as of December 31 and between annual tests if indicators of potential impairment exist. The Company has the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. This involves an assessment of qualitative factors to determine the existence of events or circumstances that would indicate whether it is more likely than not that the carrying amount of the reporting unit to which goodwill belongs is less than its fair value. If the qualitative assessment indicates it is not more likely than not that the reporting unit’s carrying amount is less than its fair value, a quantitative impairment test is not required.
2. Significant accounting policies (continued)
(h) Goodwill (continued)
Where a quantitative impairment test is required, the procedure is to identify potential impairment by comparing the reporting unit’s fair value with its carrying amount, including goodwill. The reporting unit’s fair value is determined using various valuation approaches and techniques that involve assumptions based on what the Company believes a hypothetical marketplace participant would use in estimating fair value on the measurement date. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value. If the difference between the reporting unit’s carrying amount and fair value is greater than the amount of goodwill allocated to the reporting unit, the impairment loss is restricted by the amount of the goodwill allocated to the reporting unit.
(i) |
Early adoption of new accounting pronouncements |
(i) |
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. Entities still have the option of performing a qualitative assessment of a reporting unit to first determine whether the quantitative impairment test is necessary. Where an annual or interim quantitative impairment test is necessary, there is only one step, which is to compare the fair value of a reporting unit with its carrying value. An impairment loss is recognized as the difference between the reporting unit’s carrying amount and its fair value to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. |
ASU 2017-04 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for interim and annual goodwill impairment tests performed on testing dates after January 1, 2017. The amendments are applied on a prospective basis. Because the amendments reduce the cost and complexity of goodwill impairment testing, the Company has early adopted ASU 2017-04 in the first quarter of 2017.
(ii) |
In June 2017, the Company adopted ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 clarifies that the effects of a modification should be accounted for unless all the following criteria are met: |
1. |
The fair value (or calculated or intrinsic value, as appropriate) of the modified award is the same as the fair value (or calculated or intrinsic value, as appropriate) of the original award immediately before the modification. The value immediately before and after the modification does not have to be estimated if the modification does affect any of the inputs to the valuation technique used to value the award. |
2. |
The modified award’s vesting conditions are the same as those of the original award immediately before the modification. |
3. |
The classification of the modified award as an equity or liability instrument is the same as the original award’s classification immediately before the modification. |
Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
(j) |
New and amended accounting standards |
(i) |
Effective January 1, 2017, the Company adopted ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which impacts entities that are issuers of or investors in debt instruments – or hybrid financial instruments determined to have a debt host – with embedded call (put) options. One of the criteria for bifurcating an embedded derivative is assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to those of their debt hosts. The amendments of ASU 2016-06 clarify the steps required in making this assessment for contingent call (put) options that can accelerate the payment of principal on debt instruments. Specifically, ASU 2016-06 requires the call (or put) options to be assessed solely in accordance with a four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the triggering event is related to interest rates or credit risks. The standard was applied on a modified retrospective basis to existing debt instruments as of January 1, 2017. Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. |
(ii) |
Effective January 1, 2017, the Company adopted ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which requires an entity to recognize share-based payment (“SBP”) award income tax effects in the consolidated income statement when the awards vest or are settled. Consequently, the requirement for entities to track additional paid-in capital (“APIC”) pools is eliminated. Other amendments include: |
· |
All excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the consolidated income statement. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. Excess tax benefits are recognized regardless of whether the benefit reduces taxes payable in the current period. These amendments were applied prospectively. |
· |
Because excess taxes no longer flow through APIC, when applying the treasury stock method in calculating diluted earnings per share (“EPS”), the assumed proceeds will no longer include any estimated excess taxes. Excess tax benefits increase assumed proceeds, which results in more hypothetical shares being reacquired. The incremental number of dilutive shares for diluted EPS is calculated as the number of shares from the assumed exercise of the stock less the hypothetical shares reacquired. Therefore, removing excess tax benefits |
from the equation results in fewer hypothetical shares being reacquired, increasing the incremental number of dilutive shares.
· |
Excess tax benefits are classified along with other income tax cash flows as an operating activity in the statement of cash flows. The Company elected to apply this amendment prospectively. |
· |
An entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. Since forfeiture rates of the Company’s stock awards have historically been nominal and represent an insignificant assumption used in management’s estimate of the fair value of those awards, the Company has elected to account for forfeitures as they occur. This accounting policy change was applied on a modified retrospective basis and did not have an impact on the Company’s consolidated financial statements. |
· |
The threshold to qualify for equity classification permits withholding up to the maximum statutory tax rates in the applicable jurisdictions. This amendment was applied on a modified retrospective basis. |
· |
Cash paid by an employer when directly withholding shares for tax-withholding purposes is classified as a financing activity in the statement of cash flows. This amendment was applied prospectively. |
Adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.
2. Significant accounting policies (continued)
(k) |
Recent accounting standards not yet adopted |
(i) |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In particular, it moves away from the current industry and transaction specific requirements. ASU 2014-09 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include: |
1. |
Identifying the contract(s) with the customer, |
2. |
Identifying the separate performance obligations in the contract, |
3. |
Determining the transaction price, |
4. |
Allocating the transaction price to the separate performance obligations, and |
5. |
Recognizing revenue as each performance obligation is satisfied. |
The amendments also contain extensive disclosure requirements designed to enable users of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB delayed the effective date of ASU 2014-09 by one year so that ASU 2014-09 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. ASU 2014-09 permits the use of either the retrospective or modified retrospective (cumulative effect) transition method.
In 2015, the Company established a global new revenue accounting standard adoption team, consisting of financial reporting and accounting advisory representatives from across all geographical regions and business operations (the “Team”). The Team developed an adoption framework that continues to be used as guidance in identifying the Company’s significant contracts with customers. In 2016, the Team commenced its analysis, with the initial focus being on the impact of the amendments on accounting for the Company’s straight commission contracts, underwritten (inventory and guarantee) commission contracts, and ancillary service contracts. The Team is currently in the process of identifying the appropriate changes to our business processes, systems, and controls required to adopt the amendments based on preliminary findings.
Since its inception, the Team has regularly reported the findings and progress of the adoption project to management and the Audit Committee. Based on these findings and analysis, management has determined that the Company will not early adopt ASU 2014-09. The Company had previously planned on using a modified retrospective (cumulative-effect) method of adoption. The reason for not early adopting and for electing to use a modified retrospective method was primarily due to the Company’s acquisition of IronPlanet Holdings, Inc. (“IronPlanet”) on May 31, 2017. The IronPlanet acquisition added complexity to applying the amendments retrospectively, and as such, the modified retrospective method of adoption was chosen.
As the Team continues to make progress in its adoption project, it now believes that it will be able to adopt ASU 2014-09 using a full retrospective method, which it anticipates will provide more useful comparative information to financial statement users. The Company also continues to evaluate recently issued guidance on practical expedients as part of the adoption method decision.
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
The Team concluded that one of the most significant impacts of the adoption of ASU 2014-09 will be a change in the presentation of revenue from the majority of inventory, ancillary service, and Ritchie Bros. Logistical Services contracts as gross as a principal versus net as an agent. The Team’s analysis of these significant contracts with customers was aided by the FASB issuing ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer.
SEC Regulation S-X Rule 5-03.1 requires revenue from the sale of tangible products to be presented as a separate line item of the face of the consolidated income statement from revenues from services where income from one or both of those classes is more than 10 percent the sum of total revenues. Similarly, SEC Regulation Rule 5-03.2 requires the costs related to those revenue classes to be presented in the same manner. Based on historical information, the Team expects revenue from inventory contracts that are recognized gross as a principal selling tangible products to exceed 10 percent of total revenues.
Presenting most inventory contract revenues gross as a principal selling a tangible product versus net as an agent providing a service will significantly change the face of the Company’s consolidated income statement. Currently, all revenue from inventory sales is presented net of costs within service revenues on the income statement. After ASU 2014-09 is adopted, service revenues will exclude revenue from inventory sales and cost of inventory sold for inventory contracts recorded on a gross basis. Those amounts will instead be presented gross as separate line items on the face of the consolidated income statement in accordance with SEC Regulation S-X Rules 5-03.1 and 5-03.2. Ancillary service revenues will be presented within service revenues, but on a gross basis, with ancillary service costs presented separately within costs of services.
The Team, together with oversight from the Audit Committee, will also continue to closely monitor FASB activity related to ASU 2014-09 to conclude on specific interpretative issues. Over the remaining term until ASU 2014-09 takes effect, the Team will complete its assessment of the impact of the new standard on remaining contracts with customers, as well as evaluate the impact on financial statement disclosures and processes that capture information required for the revised financial statement presentation. The Team will also continue to work with management to determine the impact of the change in presentation on the key performance metrics used to evaluate operational performance of the Company.
Expected impact to reported results
While continuing to assess all potential impacts of adoption of ASU 2014-09, the Team’s current analysis indicates that the most significant change will be the gross versus net presentation described above. This presentation is expected to increase the amount of revenue reported compared to the current presentation. Presenting these revenues gross as a principal versus net as an agent has no impact on operating income. The Company expects the effects of this change to be as follows:
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
|
||||||||||||
|
As reported |
New revenue standard |
||||||||||
Three months ended September 30, |
2017 | 2016 |
Three months ended September 30, |
2017 |
2016 |
|||||||
|
Revenue from inventory sales |
$ |
82,213 |
$ |
176,381 | |||||||
|
Service revenues |
145,843 | 124,595 | |||||||||
Revenues |
$ |
141,047 |
$ |
128,876 |
Total revenues |
228,056 | 300,976 | |||||
|
Cost of inventory sold |
(73,131) | (159,850) | |||||||||
Costs of services, excluding |
||||||||||||
depreciation and amortization ("D&A") |
(19,583) | (14,750) |
Costs of services, excluding D&A |
(33,461) | (27,000) | |||||||
|
$ |
121,464 |
$ |
114,126 |
Gross profit |
$ |
121,464 |
$ |
114,126 |
|
||||||||||||
|
As reported |
New revenue standard |
||||||||||
Nine months ended September 30, |
2017 | 2016 |
Nine months ended September 30, |
2017 |
2016 |
|||||||
|
Revenue from inventory sales |
$ |
238,515 |
$ |
411,970 | |||||||
|
Service revenues |
442,474 | 420,177 | |||||||||
Revenues |
$ |
431,732 |
$ |
419,626 |
Total revenues |
680,989 | 832,147 | |||||
|
Cost of inventory sold |
(209,151) | (376,364) | |||||||||
Costs of services, excluding D&A |
(53,987) | (49,821) |
Costs of services, excluding D&A |
(94,093) | (85,978) | |||||||
|
$ |
377,745 |
$ |
369,805 |
Gross profit |
$ |
377,745 |
$ |
369,805 |
(i) |
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize almost all leases, including operating leases, on the balance sheet through a right-of-use asset and a corresponding lease liability. For short-term leases, defined as those with a term of 12 months or less, the lessee is permitted to make an accounting policy election not to recognize the lease assets and liabilities, and instead recognize the lease expense generally on a straight-line basis over the lease term. The accounting treatment under this election is consistent with current operating lease accounting. No extensive amendments were made to lessor accounting, but amendments of note include changes to the definition of initial direct costs and accounting for collectability uncertainties in a lease. |
ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. Both lessees and lessors must apply ASU 2016-02 using a “modified retrospective transition”, which reflects the new guidance from the beginning of the earliest period presented in the financial statements. However, lessees and lessors can elect to apply certain practical expedients on transition.
Management continues to perform a detailed inventory and analysis of all the Company’s leases, of which there are approximately 395 operating and 90 finance leases for which the Company is a lessee at the reporting date. The most significant operating leases in terms of the amount of rental charges and duration of the contract are for various auction sites and offices located in North America, Europe, the Middle East, and Asia. However, in terms of the number of leases, the majority consist of leases for computer, automotive, and yard equipment.
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
The Company continues to evaluate the new guidance to determine the impact it will have on its consolidated financial statements. Under the expectation that the majority, if not all, of the operating leases will be brought onto the Company’s balance sheet on adoption of ASU 2016-02, management is also investigating the functionality within the Company’s systems to automate the lease accounting process.
The adoption of ASU 2016-02 is expected to add complexity to the accounting for leases, as well as require extensive system and process changes to manage the large number of operating leases that the Company anticipates will be brought onto its balance sheet. As a result, management has determined that the Company will not early adopt ASU 2016-02, and will continue to evaluate the elections available to the Company involving the application of practical expedients on transition.
(ii) |
In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606), Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments in ASU 2016-08 clarify the implementation guidance on principal versus agent considerations, focusing on whether an entity controls a specified good or service before that good or service is transferred to a customer. Where such control exists – i.e. where the entity is required to provide the specified good or service itself – the entity is a ‘principal’. Where the entity is required to arrange for another party to provide the good or service, it is an agent. |
The effective date and transition requirements of ASU 2016-08 are the same as for ASU 2014-09, which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The impact of adoption of ASU 2016-08 on the Company’s consolidated financial statements has been considered as part of the ASU 2014-09 adoption project discussed above.
(iii) |
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. |
(iv) |
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, whose amendments provide a screen to determine when an integrated set of assets and activities does not constitute a business as defined by Topic 805. Specifically, the amendments require that a set is not a business when substantially all the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets. This screen reduces the number of transactions that need to be further evaluated and as such, it is anticipated that more acquisitions will be accounted for as asset acquisitions rather than business combinations. If the screen is not met, the amendments: |
1) |
Require that the set must, at a minimum, include an input and a substantive process that together significantly contribute to the ability to create an output in order to be considered a business; and |
2) |
Remove the evaluation of whether a market participant could replace missing elements. |
2. Significant accounting policies (continued)
(k) Recent accounting standards not yet adopted (continued)
The amendments also provide a framework to assist in evaluating whether both an input and a substantive process are present, and this framework includes two sets of criteria to consider that depend on whether a set has outputs. Finally, the amendments narrow the definition of the term “output” so the term is consistent with how outputs are described in Topic 606 Revenue from Contracts with Customers.
ASU 2017-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The amendments are applied prospectively on or after the effective date. No disclosures are required at transition. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements.
(v) |
In February 2017, the FASB issued ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the scope of Subtopic 610-20 and adds clarity around accounting for partial sales of nonfinancial assets and the identification of, allocation of consideration to, and derecognition of distinct nonfinancial assets. The amendments also define ‘in substance nonfinancial assets’, which are within the scope of Subtopic 610-20, and clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. |
ASU 2017-05 is effective at the same time as ASU 2014-09, which is for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The amendments in ASU 2017-05 must be applied at the same time as the amendments in ASU 2014-09. Entities may elect to apply these amendments retrospectively to each period presented in the financial statements or using a modified retrospective basis as of the beginning of the fiscal year of adoption. The Company is evaluating the new guidance to determine the impact it will have on its consolidated financial statements.
|
|
||||
Asset |
Basis |
Rate / term |
||
Trade names and trademarks |
Straight-line |
3 - 15 years or indefinite-lived |
||
Customer relationships |
Straight-line |
6 - 20 years |
||
Software assets |
Straight-line |
3 - 7 years |
|
||||||||||||
|
As reported |
New revenue standard |
||||||||||
Nine months ended September 30, |
2017 | 2016 |
Nine months ended September 30, |
2017 |
2016 |
|||||||
|
Revenue from inventory sales |
$ |
238,515 |
$ |
411,970 | |||||||
|
Service revenues |
442,474 | 420,177 | |||||||||
Revenues |
$ |
431,732 |
$ |
419,626 |
Total revenues |
680,989 | 832,147 | |||||
|
Cost of inventory sold |
(209,151) | (376,364) | |||||||||
Costs of services, excluding D&A |
(53,987) | (49,821) |
Costs of services, excluding D&A |
(94,093) | (85,978) | |||||||
|
$ |
377,745 |
$ |
369,805 |
Gross profit |
$ |
377,745 |
$ |
369,805 |
|
|
||||||||||||||||||
|
Three months ended September 30, 2017 |
Nine months ended September 30, 2017 |
||||||||||||||||
|
Auctions and Marketplaces |
Other |
Consolidated |
Auctions and Marketplaces |
Other |
Consolidated |
||||||||||||
Revenues |
$ |
130,242 |
$ |
10,805 |
$ |
141,047 |
$ |
400,565 |
$ |
31,167 |
$ |
431,732 | ||||||
Costs of services, excluding D&A |
(18,383) | (1,200) | (19,583) | (51,948) | (2,039) | (53,987) | ||||||||||||
Selling, general and administrative |
||||||||||||||||||
("SG&A") expenses |
(81,964) | (3,371) | (85,335) | (220,555) | (9,732) | (230,287) | ||||||||||||
Impairment loss |
- |
- |
- |
(8,911) |
- |
(8,911) | ||||||||||||
Segment profit |
$ |
29,895 |
$ |
6,234 |
$ |
36,129 |
$ |
119,151 |
$ |
19,396 |
$ |
138,547 | ||||||
Acquisition-related costs |
(3,587) | (35,162) | ||||||||||||||||
D&A expenses |
(14,837) | (37,047) | ||||||||||||||||
Gain on disposition of Property, plant |
||||||||||||||||||
and equipment ("PPE") |
42 | 1,071 | ||||||||||||||||
Foreign exchange gain (loss) |
(816) | 7 | ||||||||||||||||
Operating income |
$ |
16,931 |
$ |
67,416 | ||||||||||||||
Other expense |
(9,966) | (20,965) | ||||||||||||||||
Income tax recovery (expense) |
3,358 | (7,982) | ||||||||||||||||
Net income |
$ |
10,323 |
$ |
38,469 |
5.Segmented information (continued)
|
||||||||||||||||||
|
Three months ended September 30, 2016 |
Nine months ended September 30, 2016 |
||||||||||||||||
|
Auctions and Marketplaces |
Other |
Consolidated |
Auctions and Marketplaces |
Other |
Consolidated |
||||||||||||
Revenues |
$ |
121,111 |
$ |
7,765 |
$ |
128,876 |
$ |
395,228 |
$ |
24,398 |
$ |
419,626 | ||||||
Costs of services, excluding D&A |
(14,493) | (257) | (14,750) | (49,213) | (608) | (49,821) | ||||||||||||
SG&A expenses |
(65,346) | (2,947) | (68,293) | (200,967) | (8,428) | (209,395) | ||||||||||||
Impairment loss |
(28,243) |
- |
(28,243) | (28,243) |
- |
(28,243) | ||||||||||||
Segment profit |
$ |
13,029 |
$ |
4,561 |
$ |
17,590 |
$ |
116,805 |
$ |
15,362 |
$ |
132,167 | ||||||
Acquisition-related costs |
(5,398) | (7,198) | ||||||||||||||||
D&A expenses |
(10,196) | (30,560) | ||||||||||||||||
Gain on disposition of PPE |
570 | 1,017 | ||||||||||||||||
Foreign exchange loss |
(281) | (332) | ||||||||||||||||
Operating income |
$ |
2,285 |
$ |
95,094 | ||||||||||||||
Other income (expense) |
(105) | 420 | ||||||||||||||||
Income tax expense |
(7,180) | (29,929) | ||||||||||||||||
Net income (loss) |
$ |
(5,000) |
$ |
65,585 |
|
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Commissions |
$ |
97,683 |
$ |
96,110 |
$ |
310,007 |
$ |
314,084 | ||||
Fees |
43,364 | 32,766 | 121,725 | 105,542 | ||||||||
|
$ |
141,047 |
$ |
128,876 |
$ |
431,732 |
$ |
419,626 |
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Revenue from inventory sales |
$ |
93,275 |
$ |
176,381 |
$ |
255,156 |
$ |
411,970 | ||||
Cost of inventory sold |
(82,733) | (159,850) | (222,956) | (376,364) | ||||||||
|
$ |
10,542 |
$ |
16,531 |
$ |
32,200 |
$ |
35,606 |
|
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Employee compensation expenses |
$ |
10,032 |
$ |
6,593 |
$ |
24,321 |
$ |
21,731 | ||||
Buildings, facilities and technology expenses |
1,872 | 1,709 | 5,819 | 6,015 | ||||||||
Travel, advertising and promotion expenses |
5,562 | 4,991 | 17,644 | 18,287 | ||||||||
Other costs of services |
2,117 | 1,457 | 6,203 | 3,788 | ||||||||
|
$ |
19,583 |
$ |
14,750 |
$ |
53,987 |
$ |
49,821 |
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Employee compensation expenses |
$ |
55,560 | 42,370 |
$ |
147,420 |
$ |
133,370 | |||||
Buildings, facilities and technology expenses |
13,494 | 12,466 | 39,083 | 36,671 | ||||||||
Travel, advertising and promotion expenses |
8,431 | 6,273 | 21,218 | 18,595 | ||||||||
Professional fees |
3,381 | 3,675 | 9,705 | 9,524 | ||||||||
Other SG&A expenses |
4,469 | 3,509 | 12,861 | 11,235 | ||||||||
|
$ |
85,335 |
$ |
68,293 |
$ |
230,287 |
$ |
209,395 |
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
IronPlanet: (note 22) |
||||||||||||
Stock option compensation |
||||||||||||
expense (note 20) |
$ |
- |
$ |
- |
$ |
4,752 |
$ |
- |
||||
Legal costs |
248 | 2,264 | 8,843 | 2,264 | ||||||||
Other acquisition-related costs |
2,464 | 2,250 | 18,996 | 2,250 | ||||||||
Mascus: (note 22) |
||||||||||||
Continuing employment costs |
126 | 262 | 404 | 701 | ||||||||
Other acquisition-related costs |
- |
- |
22 | 749 | ||||||||
Xcira: |
||||||||||||
Continuing employment costs |
447 | 305 | 1,112 | 917 | ||||||||
Petrowsky: (note 22) |
||||||||||||
Continuing employment costs |
134 | 140 | 554 | 140 | ||||||||
Other acquisition-related costs |
- |
177 | 3 | 177 | ||||||||
Kramer: (note 22) |
||||||||||||
Continuing employment costs |
122 |
- |
351 |
- |
||||||||
Other acquisition-related costs |
- |
- |
78 |
- |
||||||||
Other |
46 |
- |
47 |
- |
||||||||
|
$ |
3,587 |
$ |
5,398 |
$ |
35,162 |
$ |
7,198 |
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Depreciation expense |
$ |
7,228 |
$ |
7,751 |
$ |
20,813 |
$ |
23,466 | ||||
Amortization expense |
7,609 | 2,445 | 16,234 | 7,094 | ||||||||
|
$ |
14,837 |
$ |
10,196 |
$ |
37,047 |
$ |
30,560 |
|
|
||||||
Nine months ended September 30, |
2017 | 2016 | ||||
Trade and other receivables |
(139,411) | (129,980) | ||||
Inventory |
(16,460) | 15,257 | ||||
Advances against auction contracts |
601 | 914 | ||||
Prepaid expenses and deposits |
4,498 | (774) | ||||
Income taxes receivable |
(8,062) | (3,387) | ||||
Auction proceeds payable |
186,147 | 172,273 | ||||
Trade and other payables |
(9,451) | (5,331) | ||||
Income taxes payable |
(3,075) | (9,410) | ||||
Share unit liabilities |
(5,848) | 2,413 | ||||
Other |
1,608 | (4,995) | ||||
Net changes in operating |
||||||
assets and liabilities |
$ |
10,547 |
$ |
36,980 |
|
||||||
Nine months ended September 30, |
2017 | 2016 | ||||
Interest paid, net of interest capitalized |
$ |
20,233 |
$ |
3,859 | ||
Interest received |
2,460 | 1,353 | ||||
Net income taxes paid |
28,037 | 44,869 | ||||
|
||||||
Non-cash transactions: |
||||||
Non-cash purchase of property, plant |
||||||
and equipment under capital lease |
6,851 | 1,009 |
|
||||||
|
September 30, |
December 31, |
||||
|
2017 | 2016 | ||||
Cash and cash equivalents |
$ |
224,474 |
$ |
207,867 | ||
Restricted cash: |
||||||
Current |
89,846 | 50,222 | ||||
Non-current |
- |
500,000 | ||||
Cash, cash equivalents, and restricted cash |
$ |
314,320 |
$ |
758,089 |
|
||||
Nine months ended September 30, |
2016 | |||
Net changes in operating assets and liabilities: |
||||
As reported |
$ |
38,982 | ||
Current presentation |
36,980 | |||
Net cash provided by operating activities: |
||||
As reported |
163,423 | |||
Current presentation |
161,421 | |||
Effect of changes in foreign currency rates on cash: |
||||
As reported |
4,339 | |||
Current presentation |
6,656 | |||
Increase (decrease) in cash: |
||||
As reported |
20,836 | |||
Current presentation |
21,151 | |||
Cash and cash equivalents |
230,984 | |||
Total cash, cash equivalents and restricted cash |
$ |
314,397 |
|
|
|||||||||||||
|
September 30, 2017 |
December 31, 2016 |
|||||||||||
|
Category |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
||||||||
Fair values disclosed, recurring: |
|||||||||||||
Cash and cash equivalents |
Level 1 |
$ |
224,474 |
$ |
224,474 |
$ |
207,867 |
$ |
207,867 | ||||
Restricted cash |
Level 1 |
89,846 | 89,846 | 550,222 | 550,222 | ||||||||
Short-term debt (note 18) |
Level 2 |
8,567 | 8,567 | 23,912 | 23,912 | ||||||||
Long-term debt (note 18) |
|||||||||||||
Senior unsecured notes |
Level 1 |
486,886 | 526,875 | 495,780 | 509,500 | ||||||||
Revolving loans |
Level 2 |
- |
- |
99,926 | 99,926 | ||||||||
Delayed draw term loans |
Level 2 |
330,999 | 335,447 |
- |
- |
|
|
||||
Balance, December 31, 2016 |
$ |
632 | ||
Reclassified from property, plant and equipment |
411 | |||
Disposal |
(389) | |||
Balance, September 30, 2017 |
$ |
654 |
|
|
||||||||
As at September 30, 2017 |
Cost |
Accumulated depreciation |
Net book value |
|||||
Land and improvements |
$ |
377,491 |
$ |
(67,164) |
$ |
310,327 | ||
Buildings |
265,816 | (101,301) | 164,515 | |||||
Yard and automotive equipment |
60,125 | (39,489) | 20,636 | |||||
Computer software and equipment |
68,728 | (59,639) | 9,089 | |||||
Office equipment |
24,875 | (18,443) | 6,432 | |||||
Leasehold improvements |
21,369 | (14,492) | 6,877 | |||||
Assets under development |
12,619 |
- |
12,619 | |||||
|
$ |
831,023 |
$ |
(300,528) |
$ |
530,495 |
|
||||||||
As at December 31, 2016 |
Cost |
Accumulated depreciation |
Net book value |
|||||
Land and improvements |
$ |
362,283 |
$ |
(60,576) |
$ |
301,707 | ||
Buildings |
256,168 | (91,323) | 164,845 | |||||
Yard and automotive equipment |
55,352 | (38,560) | 16,792 | |||||
Computer software and equipment |
66,265 | (57,624) | 8,641 | |||||
Office equipment |
22,963 | (16,706) | 6,257 | |||||
Leasehold improvements |
20,199 | (12,541) | 7,658 | |||||
Assets under development |
9,130 |
- |
9,130 | |||||
|
$ |
792,360 |
$ |
(277,330) |
$ |
515,030 |
|
|
||||||||
As at September 30, 2017 |
Cost |
Accumulated amortization |
Net book value |
|||||
Trade names and trademarks |
$ |
54,229 |
$ |
(347) |
$ |
53,882 | ||
Customer relationships |
124,295 | (6,317) | 117,978 | |||||
Software |
96,860 | (22,155) | 74,705 | |||||
Software under development |
14,557 |
- |
14,557 | |||||
|
$ |
289,941 |
$ |
(28,819) |
$ |
261,122 |
|
||||||||
As at December 31, 2016 |
Cost |
Accumulated amortization |
Net book value |
|||||
Trade names and trademarks |
$ |
5,585 |
$ |
(50) |
$ |
5,535 | ||
Customer relationships |
25,618 | (1,072) | 24,546 | |||||
Software |
36,566 | (13,116) | 23,450 | |||||
Software under development |
18,773 |
- |
18,773 | |||||
|
$ |
86,542 |
$ |
(14,238) |
$ |
72,304 |
|
|
|||||
Balance, December 31, 2016 |
$ |
97,537 | |||
Additions |
567,785 | ||||
Foreign exchange movement |
4,324 | ||||
Balance, September 30, 2017 |
$ |
669,646 |
|
|
||||||||
|
Ownership |
September 30, |
December 31, |
|||||
|
percentage |
2017 | 2016 | |||||
Cura Classis entities |
48% |
$ |
4,650 |
$ |
4,594 | |||
Other equity investments |
32% | 2,637 | 2,732 | |||||
|
7,287 | 7,326 |
|
|
|||||||
|
Carrying amount |
||||||
|
September 30, |
December 31, |
|||||
|
2017 | 2016 | |||||
Short-term debt |
$ |
8,567 |
$ |
23,912 | |||
|
|||||||
Long-term debt: |
|||||||
|
|||||||
|
Revolving loans: |
||||||
|
Denominated in Canadian dollars, unsecured, bearing interest at a weighted |
||||||
|
average rate of 2.380%, due in monthly installments of interest only, with the |
||||||
|
committed, revolving credit facility available until October 2021 |
- |
69,926 | ||||
|
Denominated in United States dollars, unsecured, bearing interest at a weighted |
||||||
|
average rate of 2.075%, due in monthly installments of interest only, with the |
||||||
|
committed, revolving credit facility available until October 2021 |
- |
30,000 | ||||
|
Delayed draw term loan: |
||||||
|
Denominated in Canadian dollars, secured, bearing interest at a weighted |
||||||
|
average rate of 3.044%, due in monthly installments of interest only and |
||||||
|
quarterly installments of principal, with the committed credit facility, |
||||||
|
available until October 2021 |
189,050 |
- |
||||
|
Denominated in United States dollars, secured, bearing interest at a weighted |
||||||
|
average rate of 3.157%, due in monthly installments of interest only and |
||||||
|
quarterly installments of principal, with the committed credit facility, |
||||||
|
available until October 2021 |
146,397 |
- |
||||
|
Less: unamortized debt issue costs |
(4,448) |
- |
||||
|
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 |
(13,114) | (4,220) | ||||
|
817,885 | 595,706 | |||||
|
|||||||
Total debt |
$ |
826,452 |
$ |
619,618 | |||
|
|||||||
Long-term debt: |
|||||||
Current portion |
$ |
16,985 |
$ |
- |
|||
Non-current portion |
800,900 | 595,706 | |||||
|
$ |
817,885 |
$ |
595,706 |
|
|
|||||||||||
|
Declaration date |
Dividend per share |
Record date |
Total dividends |
Payment date |
||||||
Nine months ended September 30, 2017: |
|||||||||||
Fourth quarter 2016 |
January 23, 2017 |
$ |
0.1700 |
February 10, 2017 |
$ |
18,160 |
March 3, 2017 |
||||
First quarter 2017 |
May 4, 2017 |
0.1700 |
May 23, 2017 |
18,188 |
June 13, 2017 |
||||||
Second quarter 2017 |
August 4, 2017 |
0.1700 |
August 25, 2017 |
18,210 |
September 15, 2017 |
||||||
|
|||||||||||
Nine months ended September 30, 2016: |
|||||||||||
Fourth quarter 2015 |
January 15, 2016 |
$ |
0.1600 |
February 12, 2016 |
$ |
17,154 |
March 4, 2016 |
||||
First quarter 2016 |
May 9, 2016 |
0.1600 |
May 24, 2016 |
17,022 |
June 14, 2016 |
||||||
Second quarter 2016 |
August 5, 2016 |
0.1700 |
September 2, 2016 |
18,127 |
September 23, 2016 |
||||||
|
|
|
||||||||||||
|
Three months ended |
Six months ended |
||||||||||
|
June 30, |
June 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Revenue |
$ |
185,485 |
$ |
187,089 |
$ |
340,029 |
$ |
349,893 | ||||
Net income |
28,619 | 32,021 | 47,168 | 11,671 | ||||||||
Basic earnings per share |
0.27 | 0.29 | 0.44 | 0.10 | ||||||||
Diluted earnings per share |
0.26 | 0.29 | 0.43 | 0.10 |
|
||||||
|
May 31, 2017 |
|||||
Cash consideration paid to former equity holders |
$ |
723,810 | ||||
Settlement of IronPlanet's debt |
36,313 | |||||
Settlement of IronPlanet's transaction costs |
12,583 | |||||
Cash consideration paid on closing |
772,706 | |||||
Cash consideration paid related to closing adjustments |
1,771 | |||||
Less: cash and cash equivalents acquired |
(95,626) | |||||
Less: restricted cash acquired |
(3,000) | |||||
Acquisition of IronPlanet, net of cash acquired |
$ |
675,851 | ||||
|
||||||
Cash consideration paid on closing |
$ |
772,706 | ||||
Replacement stock option awards attributable to pre- |
||||||
combination services |
4,926 | |||||
Stock option compensation expense from accelerated vesting |
||||||
of awards attributable to post-combination services |
(2,596) | |||||
Cash consideration paid relating to closing adjustments |
1,771 | |||||
Settlement of pre-existing intercompany balances |
(333) | |||||
Purchase price |
$ |
776,474 |
|
|||
|
May 31, 2017 |
||
Purchase price |
$ |
776,474 | |
|
|||
Assets acquired: |
|||
Cash and cash equivalents |
$ |
95,626 | |
Restricted cash |
3,000 | ||
Trade and other receivables |
13,021 | ||
Inventory |
1,012 | ||
Advances against auction contracts |
4,623 | ||
Prepaid expenses and deposits |
1,233 | ||
Income taxes receivable |
170 | ||
Property, plant and equipment |
2,381 | ||
Other non-current assets |
2,551 | ||
Deferred tax assets |
1,497 | ||
Intangible assets ~ |
188,000 | ||
|
|||
Liabilities assumed: |
|||
Auction proceeds payable |
63,616 | ||
Trade and other payables |
14,511 | ||
Income taxes payable |
55 | ||
Deferred tax liabilities |
25,868 | ||
Fair value of identifiable net assets acquired |
209,064 | ||
Goodwill acquired on acquisition |
$ |
567,410 |
~Intangible assets consist of indefinite-lived trade names and trademarks, customer relationships with estimated useful lives of ranging from six to 13 years, and a technology platform with an estimated useful life of 7 years.
|
||||||||||||
|
||||||||||||
|
Three months ended |
Nine months ended |
||||||||||
|
September 30, |
September 30, |
||||||||||
Nine months ended September 30, |
2017 | 2016 | 2017 | 2016 | ||||||||
Revenue |
$ |
141,047 |
$ |
153,817 |
$ |
481,076 |
$ |
503,711 | ||||
Net income (loss) |
10,323 | (9,583) | 57,491 | 2,089 | ||||||||
Basic earnings (loss) per share |
0.10 | (0.09) | 0.54 | 0.00 | ||||||||
Diluted earnings (loss) per share |
0.09 | (0.09) | 0.53 | 0.00 |
|
||
February 19, 2016 |
||
Purchase price |
$ |
29,580 |
Fair value of contingent consideration |
3,431 | |
Non-controlling interests (1) |
596 | |
Total fair value at Mascus Acquisition Date |
33,607 | |
|
||
Fair value of assets acquired: |
||
Cash and cash equivalents |
$ |
1,457 |
Trade and other receivables |
1,290 | |
Prepaid expenses |
528 | |
Property, plant and equipment |
104 | |
Intangible assets (2) |
14,817 | |
|
||
Fair value of liabilities assumed: |
||
Trade and other payables |
1,533 | |
Other non-current liabilities |
37 | |
Deferred tax liabilities |
2,683 | |
Fair value of identifiable net assets acquired |
13,943 | |
Goodwill acquired on acquisition |
$ |
19,664 |
22. Business combinations (continued)
(d)Mascus acquisition (continued)
Mascus purchase price allocation (continued)
(1) |
The Company acquired 100% of Mascus and within the Mascus group of entities there were two subsidiaries that were not wholly-owned, one domiciled in the United States and one domiciled in Denmark. As such, the Company acquired non-controlling interests. The fair value of each non-controlling interest was determined using an income approach based on cash flows of the respective entities that were attributable to the non-controlling interest. On May 27, 2016, Ritchie Bros. Holdings (America) Inc. acquired the remaining issued and outstanding shares of the Mascus subsidiary domiciled in the United States for cash consideration of $226,000. |
(2) |
Intangible assets consist of customer relationships with estimated useful lives of 17 years, indefinite-lived trade names, and software assets with estimated useful lives of five years. |
|
||
|
August 1, 2016 |
|
Purchase price |
$ |
6,250 |
Fair value of contingent consideration |
1,433 | |
Total fair value at Petrowsky Acquisition Date |
7,683 | |
|
||
Assets acquired: |
||
Property, plant and equipment |
$ |
441 |
Intangible assets ~ |
2,934 | |
Fair value of identifiable net assets acquired |
3,375 | |
Goodwill acquired on acquisition |
$ |
4,308 |
~Consists of customer relationships with estimated useful lives of 10 years.
|
November 15, 2016 |
|
Purchase price |
$ |
11,138 |
Deferred purchase note consideration |
223 | |
Fair value of contingent consideration |
538 | |
Total fair value at Petrowsky Acquisition Date |
11,899 | |
|
||
Assets acquired: |
||
Property, plant and equipment |
$ |
399 |
Intangible assets ~ |
4,678 | |
Fair value of identifiable net assets acquired |
5,077 | |
Goodwill acquired on acquisition |
$ |
6,822 |
~Consists of customer relationships and trade names with estimated useful lives of 10 and three years, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|