RITCHIE BROS AUCTIONEERS INC, 10-K filed on 2/26/2018
Annual Report
Document and Entity Information (USD $)
12 Months Ended
Dec. 31, 2017
Feb. 23, 2018
Jun. 30, 2017
Document And Entity Information [Abstract]
 
 
 
Entity Registrant Name
Ritchie Bros Auctioneers Inc 
 
 
Entity Central Index Key
0001046102 
 
 
Current Fiscal Year End Date
--12-31 
 
 
Entity Filer Category
Large Accelerated Filer 
 
 
Document Type
10-K 
 
 
Document Period End Date
Dec. 31, 2017 
 
 
Document Fiscal Year Focus
2017 
 
 
Document Fiscal Period Focus
FY 
 
 
Amendment Flag
false 
 
 
Entity Well-known Seasoned Issuer
Yes 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Entity Public Float
 
 
$ 3,074,207,007 
Entity Common Stock, Shares Outstanding
 
107,328,067 
 
Consolidated Income Statements (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Consolidated Income Statements [Abstract]
 
 
 
Revenues (note 5)
$ 610,517 
$ 566,395 
$ 515,875 
Costs of services, excluding depreciation and amortization (note 6)
79,013 
66,062 
56,026 
Gross revenue, net of expenses
531,504 
500,333 
459,849 
Selling, general and administrative expenses (note 6)
323,270 
283,529 
254,389 
Acquisition-related costs (note 6)
38,272 
11,829 
601 
Depreciation and amortization expenses (note 6)
52,694 
40,861 
42,032 
Gain on disposition of property, plant and equipment
(1,656)
(1,282)
(9,691)
Impairment loss (note 7)
8,911 
28,243 
 
Foreign exchange loss (gain)
2,559 
1,431 
(2,322)
Operating income
107,454 
135,722 
174,840 
Other income (expense):
 
 
 
Interest income
3,194 
1,863 
2,660 
Interest expense
(38,291)
(5,564)
(4,962)
Debt extinguishment costs
 
(6,787)
 
Equity income (loss) (note 22)
(26)
1,028 
916 
Other, net
5,063 
4,232 
2,982 
Other income (expense)
(30,060)
(5,228)
1,596 
Income before income taxes
77,394 
130,494 
176,436 
Income tax expense (recovery) (note 8):
 
 
 
Current
19,356 
40,341 
42,420 
Deferred
(17,268)
(3,359)
(4,559)
Income tax expense
2,088 
36,982 
37,861 
Net income
75,306 
93,512 
138,575 
Net income attributable to:
 
 
 
Stockholders
75,027 
91,832 
136,214 
Non-controlling interests
$ 279 
$ 1,680 
$ 2,361 
Earnings per share attributable to stockholders (note 10):
 
 
 
Basic
$ 0.70 
$ 0.86 
$ 1.27 
Diluted
$ 0.69 
$ 0.85 
$ 1.27 
Weighted average number of shares outstanding (note 10):
 
 
 
Basic
107,044,348 
106,630,323 
107,075,845 
Diluted
108,113,151 
107,457,794 
107,432,474 
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Consolidated Statements of Comprehensive Income [Abstract]
 
 
 
Net income
$ 75,306 
$ 93,512 
$ 138,575 
Other comprehensive income (loss), net of income tax:
 
 
 
Foreign currency translation adjustment
24,670 
(9,847)
(40,776)
Total comprehensive income
99,976 
83,665 
97,799 
Total comprehensive income attributable to:
 
 
 
Stockholders
99,639 
81,839 
95,831 
Non-controlling interests
$ 337 
$ 1,826 
$ 1,968 
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2017
Dec. 31, 2016
Current Assets:
 
 
Cash and cash equivalents
$ 267,910 
$ 207,867 
Restricted cash (note 11)
63,206 
50,222 
Trade and other receivables (note 13)
92,105 
52,979 
Inventory (note 14)
38,238 
28,491 
Advances against auction contracts (note 15)
7,336 
5,621 
Prepaid expenses and deposits (note 16)
19,690 
19,005 
Assets held for sale (note 17)
584 
632 
Income taxes receivable
19,418 
13,181 
Total Current Assets
508,487 
377,998 
Property, plant and equipment (note 18)
526,581 
515,030 
Equity-accounted investments (note 22)
7,408 
7,326 
Restricted cash (note 11)
 
500,000 
Other non-current assets (note 19)
24,146 
20,244 
Intangible assets (note 20)
261,094 
72,304 
Goodwill (note 21)
670,922 
97,537 
Deferred tax assets (note 8)
18,674 
9,094 
Total Assets
2,017,312 
1,599,533 
Current liabilities:
 
 
Auction proceeds payable
199,245 
98,873 
Trade and other payables (note 23)
164,553 
124,694 
Income taxes payable
732 
5,355 
Short-term debt (note 25)
7,018 
23,912 
Current portion of long-term debt (note 25)
16,907 
 
Total Current Liabilities
388,455 
252,834 
Long-term debt (note 25)
795,985 
595,706 
Other non-current liabilities (note 26)
46,773 
38,088 
Deferred tax liabilities (note 8)
32,334 
17,125 
Total Liabilities
1,263,547 
903,753 
Contingencies (note 30)
   
   
Contingently redeemable performance share units (note 28)
9,014 
3,950 
Share capital:
 
 
Common stock; no par value, unlimited shares authorized, issued and outstanding shares: 107,269,783 (December 31, 2016: 106,822,001)
138,582 
125,474 
Additional paid-in capital
41,005 
27,638 
Retained earnings
602,609 
601,071 
Accumulated other comprehensive loss
(42,514)
(67,126)
Stockholders' equity
739,682 
687,057 
Non-controlling interest
5,069 
4,773 
Total Equity
744,751 
691,830 
Total Liabilities and Equity
$ 2,017,312 
$ 1,599,533 
Consolidated Balance Sheets (Parenthetical) (USD $)
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Consolidated Balance Sheets [Abstract]
 
 
Common stock, no par value
   
   
Common stock, Shares Authorized, Unlimited
Unlimited 
Unlimited 
Common stock, issued shares
107,269,783 
106,822,001 
Common stock, outstanding shares
107,269,783 
106,822,001 
Consolidated Statements of Changes in Equity (USD $)
In Thousands, except Share data
Common stock [Member]
Additional paid-in capital ("APIC") [Member]
Retained earnings [Member]
Accumulated other comprehensive income (loss) [Member]
Non-controlling interest ("NCI") [Member]
Contingently redeemable non-controlling interest [Member]
Performance Share Units [Member]
Total
Contingently redeemable non-controlling interest, Balance at Dec. 31, 2014
 
 
 
 
 
$ 17,287 
 
 
Balance at Dec. 31, 2014
141,257 
31,314 
536,111 
(16,750)
 
 
 
691,932 
Balance, shares at Dec. 31, 2014
107,687,935 
 
 
 
 
 
 
 
Net income
 
 
136,214 
 
64 
 
 
136,278 
Other comprehensive income (loss)
 
 
 
(40,383)
 
 
 
(40,383)
Comprehensive income
 
 
136,214 
(40,383)
64 
 
 
95,895 
Change in value of contingently redeemable NCI
 
 
(6,934)
 
 
 
 
(6,934)
Stock option exercises
37,762 
(7,946)
 
 
 
 
 
29,816 
Stock option exercises, shares
1,412,535 
 
 
 
 
 
 
 
Stock option tax adjustment
 
359 
 
 
 
 
 
359 
Stock option compensation expense (note 28)
 
4,001 
 
 
 
 
 
4,001 
NCI acquired in a business combination (note 32)
 
 
 
 
4,119 
 
 
4,119 
Shares repurchased (note 27)
(47,489)
 
 
 
 
 
 
(47,489)
Shares repurchased (note 27), shares
(1,900,000)
 
 
 
 
 
 
 
Cash dividends paid (note 27)
 
 
(64,340)
 
 
 
 
(64,340)
Net income
 
 
 
 
 
2,297 
 
 
Other comprehensive income (loss)
 
 
 
 
 
(393)
 
 
Comprehensive Income attributable redeemable non-controlling interests
 
 
 
 
 
1,904 
 
 
Change in value of contingently redeemable NCI
 
 
 
 
 
6,934 
 
 
Cash dividends paid (note 27)
 
 
 
 
 
(1,340)
 
 
Contingently redeemable non-controlling interest, Balance at Dec. 31, 2015
 
 
 
 
 
24,785 
 
 
Balance at Dec. 31, 2015
131,530 
27,728 
601,051 
(57,133)
4,183 
 
 
707,359 
Balance, shares at Dec. 31, 2015
107,200,470 
 
 
 
 
 
 
 
Net income
 
 
91,832 
 
346 
 
 
92,178 
Other comprehensive income (loss)
 
 
 
(9,993)
(23)
 
 
(10,016)
Comprehensive income
 
 
91,832 
(9,993)
323 
 
 
82,162 
Change in value of contingently redeemable NCI
 
 
(21,186)
 
 
 
 
(21,186)
Stock option exercises
30,670 
(6,332)
 
 
 
 
 
24,338 
Stock option exercises, shares
1,081,531 
 
 
 
 
 
 
 
Stock option tax adjustment
 
443 
 
 
 
 
 
443 
Stock option compensation expense (note 28)
 
5,507 
 
 
 
 
 
5,507 
Modification of PSUs (note 28)
 
 
(70)
 
 
 
2,175 
(70)
Equity-classified PSU expense (note 28)
 
283 
 
 
 
 
1,698 
283 
Equity-classified PSU dividend equivalents
 
(62)
 
 
 
42 
(53)
Change in value of contingently redeemable equity-classified PSUs
 
 
(35)
 
 
 
35 
(35)
NCI acquired in a business combination (note 32)
 
 
 
 
596 
 
 
596 
Acquisition of NCI
 
 
 
 
(226)
 
 
(226)
Shares repurchased (note 27)
(36,726)
 
 
 
 
 
 
(36,726)
Shares repurchased (note 27), shares
(1,460,000)
 
 
 
 
 
 
(1,460,000)
Cash dividends paid (note 27)
 
 
(70,459)
 
 
 
 
(70,562)
Cash dividends paid (note 27)
 
 
 
 
(103)
(44,141)
 
 
Net income
 
 
 
 
 
1,334 
 
 
Other comprehensive income (loss)
 
 
 
 
 
169 
 
 
Comprehensive Income attributable redeemable non-controlling interests
 
 
 
 
 
1,503 
 
 
Change in value of contingently redeemable NCI
 
 
 
 
 
21,186 
 
 
Cash dividends paid (note 27)
 
 
 
 
 
(3,333)
 
 
Contingently redeemable Performance share units, Balance at Dec. 31, 2016
 
 
 
 
 
 
3,950 
3,950 
Balance at Dec. 31, 2016
125,474 
27,638 
601,071 
(67,126)
4,773 
 
 
691,830 
Balance, shares at Dec. 31, 2016
106,822,001 
 
 
 
 
 
 
 
Net income
 
 
75,027 
 
279 
 
 
75,306 
Other comprehensive income (loss)
 
 
 
24,612 
58 
 
 
24,670 
Comprehensive income
 
 
75,027 
24,612 
337 
 
 
99,976 
Stock option exercises
13,017 
(3,081)
 
 
 
 
 
9,936 
Stock option exercises, shares
444,571 
 
 
 
 
 
 
 
Stock option compensation expense (note 28)
 
13,700 
 
 
 
 
 
13,700 
Assumption of stock options on acquisition of IronPlanet (note 22)
 
2,330 
 
 
 
 
 
2,330 
Settlement of equity-classified PSUs
91 
 
 
 
 
 
(172)
91 
Settlement of equity-classified PSUs, shares
3,211 
 
 
 
 
 
 
 
Modification of PSUs (note 28)
 
 
(382)
 
 
 
1,803 
(382)
Equity-classified PSU expense (note 28)
 
340 
 
 
 
 
3,189 
340 
Equity-classified PSU dividend equivalents
 
78 
(227)
 
 
 
149 
(149)
Change in value of contingently redeemable equity-classified PSUs
 
 
(95)
 
 
 
95 
(95)
Shares repurchased (note 27), shares
 
 
 
 
 
 
 
Cash dividends paid (note 27)
 
 
(72,785)
 
 
 
 
(72,826)
Cash dividends paid (note 27)
 
 
 
 
(41)
 
 
 
Contingently redeemable Performance share units, Balance at Dec. 31, 2017
 
 
 
 
 
 
9,014 
9,014 
Balance at Dec. 31, 2017
$ 138,582 
$ 41,005 
$ 602,609 
$ (42,514)
$ 5,069 
 
 
$ 744,751 
Balance, shares at Dec. 31, 2017
107,269,783 
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2017
Dec. 31, 2016
Dec. 31, 2015
Dec. 31, 2016
Mascus International Holdings BV [Member]
Dec. 31, 2015
Xcira LLC [Member]
Dec. 31, 2016
Petrowsky Auctioneers Inc. [Member]
Dec. 31, 2016
Kramer Auctions Ltd. [Member]
Operating activities:
 
 
 
 
 
 
 
Net income
$ 75,306 
$ 93,512 
$ 138,575 
 
 
 
 
Adjustments for items not affecting cash:
 
 
 
 
 
 
 
Depreciation and amortization expenses (note 6)
52,694 
40,861 
42,032 
 
 
 
 
Impairment loss (note 7)
8,911 
28,243 
 
 
 
 
 
Stock option compensation expense (note 28)
13,700 
5,507 
4,001 
 
 
 
 
Equity-classified PSU expense (note 28)
3,529 
1,981 
 
 
 
 
 
Inventory write down (note 14)
834 
3,084 
480 
 
 
 
 
Deferred income tax recovery
(17,268)
(3,359)
(4,559)
 
 
 
 
Equity loss (income) less dividends received
26 
(1,028)
(916)
 
 
 
 
Unrealized foreign exchange loss
254 
1,947 
1,403 
 
 
 
 
Change in fair value of contingent consideration
(2,446)
(2,044)
 
 
 
 
 
Gain on disposition of property, plant and equipment
(1,656)
(1,282)
(9,691)
 
 
 
 
Amortization of debt issuance costs
3,056 
359 
 
 
 
 
 
Other, net
349 
(905)
 
 
 
 
 
Net changes in operating assets and liabilities (note 11)
8,977 
10,682 
25,134 
 
 
 
 
Net cash provided by operating activities
146,266 
177,558 
196,459 
 
 
 
 
Investing activities:
 
 
 
 
 
 
 
Acquisition (note 32)
 
 
 
(28,123)
(12,107)
(6,250)
(11,138)
Acquisition of contingently redeemable NCI (note 9)
 
(41,092)
 
 
 
 
 
Acquisition of NCI (note 32)
 
(226)
 
 
 
 
 
Acquisition of equity investments
 
 
(3,000)
 
 
 
 
Property, plant and equipment additions
(10,812)
(18,918)
(22,055)
 
 
 
 
Intangible asset additions
(28,584)
(17,558)
(8,764)
 
 
 
 
Proceeds on disposition of property, plant and equipment
4,985 
6,691 
16,667 
 
 
 
 
Other, net
(692)
(248)
(89)
 
 
 
 
Net cash used in investing activities
(710,954)
(116,862)
(29,348)
 
 
 
 
Financing activities:
 
 
 
 
 
 
 
Dividends paid to stockholders (note 27)
(72,785)
(70,459)
(64,340)
 
 
 
 
Dividends paid to NCI
(41)
(3,436)
(1,340)
 
 
 
 
Issuances of share capital
9,936 
24,338 
29,816 
 
 
 
 
Share repurchase (note 27)
 
(36,726)
(47,489)
 
 
 
 
Proceeds from short-term debt
6,971 
67,584 
11,223 
 
 
 
 
Repayment of short-term debt
(24,479)
(57,516)
(6,558)
 
 
 
 
Proceeds from long-term debt
325,000 
647,091 
 
 
 
 
 
Repayment of long-term debt
(108,985)
(148,158)
 
 
 
 
 
Debt issue costs (note 25)
(12,624)
(10,644)
 
 
 
 
 
Debt extinguishment costs
 
(6,787)
 
 
 
 
 
Repayment of finance lease obligations
(2,322)
(1,655)
(2,073)
 
 
 
 
Other, net
(106)
511 
72 
 
 
 
 
Net cash provided by (used in) financing activities
120,565 
404,143 
(80,689)
 
 
 
 
Effect of changes in foreign currency rates on cash, cash equivalents, and restricted cash
17,150 
(26,265)
 
 
 
 
Increase (decrease)
(426,973)
464,843 
60,157 
 
 
 
 
Beginning of period
758,089 
293,246 
233,089 
 
 
 
 
Cash, cash equivalents, and restricted cash, end of period (note 11)
$ 331,116 
$ 758,089 
$ 293,246 
 
 
 
 
General Information
General Information

1.  General information

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



Significant Accounting Policies
Significant Accounting Policies

2.  Significant accounting policies

(a)

Basis of preparation

These financial statements have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) and the following accounting policies have been consistently applied in the preparation of the consolidated financial statements. Previously, the Company prepared its consolidated financial statements under International Financial Reporting Standards (“IFRS”) as permitted by securities regulators in Canada, as well as in the United States under the status of a Foreign Private Issuer as defined by the United States Securities and Exchange Commission (“SEC”). At the end of the second quarter of 2015, the Company determined that it no longer qualified as a Foreign Private Issuer under the SEC rules. As a result, beginning January 1, 2016 the Company is required to report with the SEC on domestic forms and comply with domestic company rules in the United States. The transition to US GAAP was made retrospectively for all periods from the Company’s inception.



(b)

Basis of consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned and non-wholly owned subsidiaries in which the Company has a controlling financial interest either through voting rights or means other than voting rights. All inter-company transactions and balances have been eliminated on consolidation. Where the Company’s ownership interest in a consolidated subsidiary is less than 100%, the non-controlling interests’ share of these non-wholly owned subsidiaries is reported in the Company’s consolidated balance sheets as a separate component of equity or within temporary equity. The non-controlling interests’ share of the net income of these non-wholly owned subsidiaries is reported in the Company’s consolidated income statements as a deduction from the Company’s net earnings to arrive at net income attributable to stockholders of the Company.



The Company consolidates variable interest entities (“VIEs”) if the Company has (a) the power to direct matters that most significantly impact the VIEs economic performance and (b) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.  For VIEs where the Company has shared power with unrelated parties, the Company uses the equity method of accounting to report their results.  The determination of the primary beneficiary involves judgment.



(c)

Revenue recognition

Revenues are comprised of:

·

commissions earned through the Company acting as an agent for consignors of equipment and other assets, at the Company’s live on site auctions and online marketplace sales, and

·

fees earned in the process of conducting auctions and online marketplace sales, 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.

2.  Significant accounting policies (continued)

(c)  Revenue recognition (continued)

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 live on site auctions 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 and online marketplace sales represent the percentage earned by the Company on the gross sale proceeds from equipment and other assets sold. The majority of the Company’s commissions are earned as a pre-negotiated fixed rate of the gross selling price. Other commissions from sales are earned from underwritten commission contracts, when the Company guarantees a certain level of proceeds to a consignor or purchases inventory to be sold.  



Commission and fee revenues from sales at live on site auctions

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.

2.  Significant accounting policies (continued)

(c)  Revenue recognition (continued)

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 30).    



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. 



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.  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 proceedsnet of the seller commissions, listing fees, and applicable taxesto 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.

2.  Significant accounting policies (continued)

(c)  Revenue recognition (continued)

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 30).



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 sale 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 other services include financing, appraisal, and technology service fees and fees related to online marketplaces sales. The Company’s revenue from online marketplace services includes fees charged to sellers for listing and inspecting equipment, and amounts paid by buyers, including buyer transaction fees and buyer’s premiums, fees for make-ready activities, logistics coordination, storage, private auction hosting, and asset appraisals. Fees are recognized in the period in which the service is provided to the customer.   



(d)

 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.

2.  Significant accounting policies (continued)

(dCosts of services, excluding depreciation and amortization expenses (continued)

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.



(e)

Share-based payments

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



Equity-classified share-based payments

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.



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 28) 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 in cash 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.



2.  Significant accounting policies (continued)

(eShare-based payments (continued)

These awards are classified as liability awards, measured at fair value at the date of grant and re-measured at fair value at each reporting date up to and including the settlement date. The determination of the fair value of the share units under these plans is described in note 28. The fair value of the awards is expensed over the respective vesting period of the individual awards with recognition of a corresponding liability. Changes in fair value after vesting are recognized through compensation expense. Compensation expense reflects estimates of the number of instruments expected to vest.



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



(f)

Fair value measurement

Fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company measures financial instruments or discloses select non-financial assets at fair value at each balance sheet date. Also, fair values of financial instruments measured at amortized cost are disclosed in note 12.



The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.



All assets and liabilities for which fair value is measured or disclosed in the financial statements at fair value are categorized within a fair value hierarchy, as disclosed in note 12, based on the lowest level input that is significant to the fair value measurement or disclosure. This fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).



For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization at the end of each reporting period.



For the purposes of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the assets or liability and the level of the fair value hierarchy as explained above.



(g)

Foreign currency translation

The parent entity‘s presentation and functional currency is the United States dollar. The functional currency for each of the parent entity‘s subsidiaries is the currency of the primary economic environment in which the entity operates, which is usually the currency of the country of residency.



Accordingly, the financial statements of the Company‘s subsidiaries that are not denominated in United States dollars have been translated into United States dollars using the exchange rate at the end of each reporting period for asset and liability amounts and the monthly average exchange rate for amounts included in the determination of earnings. Any gains or losses 

from the translation of asset and liability amounts are included in foreign currency translation adjustment in accumulated other comprehensive income.

2.  Significant accounting policies (continued)

(g)

Foreign currency translation (continued)

In preparing the financial statements of the individual subsidiaries, transactions in currencies other than the entity‘s functional currency are recognized at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are retranslated at the rates prevailing at that date. Foreign currency differences arising on retranslation of monetary items are recognized in earnings.  Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature of $18,129,000 for 2017 (2016: $1,967,000; 2015: $19,636,000).



(h)

Cash and cash equivalents

Cash and cash equivalents is comprised of cash on hand, deposits with financial institutions, and other short-term, highly liquid investments with original maturity of three months or less when acquired, that are readily convertible to known amounts of cash. 



(i)

Restricted cash

In certain jurisdictions, local laws require the Company to hold cash in segregated bank accounts, which are used to settle auction proceeds payable resulting from live on site 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.



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 25), 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 32). 



(j)

Trade and other receivables

Trade receivables principally include amounts due from customers as a result of live on site auction and online marketplace transactions. The recorded amount reflects the purchase price of the item sold, including the Company’s commission. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and customer economic data.



The Company reviews the allowance for doubtful accounts regularly and past due balances are reviewed for collectability. Account balances are charged against the allowance when the Company believes that the receivable will not be recovered. 



(k)

Inventories

Inventory consists of equipment and other assets purchased for resale in an upcoming live on site 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.

2.  Significant accounting policies (continued)

(l)

Equity-accounted investments

Investments in entities that the Company has the ability to exercise significant influence over, but not control, are accounted for using the equity method of accounting. Under the equity method of accounting, investments are stated at initial costs and are adjusted for subsequent additional investments and the Company’s share of earnings or losses and distributions. The Company evaluates its equity-accounted investments for impairment when events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value below their carrying value. If the estimated fair value is less than the carrying value and is considered an other than temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the consolidated income statement.



(m)

Property, plant and equipment

All property, plant and equipment are stated at cost less accumulated depreciation. Cost includes all expenditures that are directly attributable to the acquisition or development of the asset, net of any amounts received in relation to those assets, including scientific research and experimental development tax credits.



The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to working condition for their intended use, the costs of dismantling and removing items and restoring the site on which they are located (if applicable), and capitalized interest on qualifying assets. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably.



All repairs and maintenance costs are charged to earnings during the financial period in which they are incurred. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of the item, and are recognized net within operating income on the income statement.



Depreciation is provided to charge the cost of the assets to operations over their estimated useful lives based on their usage as follows:



 

 

 

 



 

 

 

 

Asset

 

 

Rate / term

 

Land improvements

 

 

10% 

 

Buildings

 

 

15 - 30 years

 

Yard equipment

 

 

20 - 30%

 

Automotive equipment

 

 

30% 

 

Computer software and equipment

 

 

3 - 5 years

 

Office equipment

 

 

20% 

 

Leasehold improvements

 

 

Lease term

 



No depreciation is provided on freehold land or on assets in the course of construction or development. Depreciation of property, plant and equipment under capital leases is recorded in depreciation expense.



Legal obligations to retire and to restore property, plant and equipment and assets under operating leases are recorded at management‘s best estimate in the period in which they are incurred, if a reasonable estimate can be made, with a corresponding increase in asset carrying value. The liability is accreted to face value over the remaining estimated useful life of the asset. The Company does not have any significant asset retirement obligations.

2.  Significant accounting policies (continued)

(n)

Long-lived assets held for sale

Long-lived assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use are classified as assets held for sale. Immediately before classification as held for

sale, the assets, or components of a disposal group, are measured at carrying amount in accordance with the Company’s accounting policies. Thereafter, the assets, or disposal group, are measured at the lower of their carrying amount and fair value less cost to sell and are not depreciated. Impairment losses on initial classification as held for sale and subsequent gains or losses on re-measurement are recognized in operating income on the income statement.



(o)

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

 

 

Rate / term

 

Trade names and trademarks

 

 

3 - 15 years or indefinite-lived

 

Customer relationships

 

 

6 - 20 years

 

Software assets

 

 

3 - 7 years

 



Customer relationships includes relationships with buyers and sellers. 



(p)

Impairment of long-lived and indefinite-lived assets

Long-lived assets, comprised of property, plant and equipment and intangible assets subject to amortization, are assessed for impairment whenever events or circumstances indicate that their carrying value may not be recoverable. For the purpose of impairment testing, long-lived assets are grouped and tested for recoverability at the lowest level that generates independent cash flows.  An impairment loss is recognized when the carrying value of the assets or asset groups is greater

than the future projected undiscounted cash flows.  The impairment loss is calculated as the excess of the carrying value over the fair value of the asset or asset group. Fair value is based on valuation techniques or third party appraisals. Significant estimates and judgments are applied in determining these cash flows and fair values.



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

2.  Significant accounting policies (continued)

(q)

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.

 

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. 



(r)

Deferred financing costs

Deferred financing costs represent the unamortized costs incurred on the issuance of the Company’s long-term debt. Amortization of deferred financing costs is provided on the effective interest rate method over the term of the facility. Deferred financing costs relating to the Company’s term debt are presented in the consolidated balance sheet as a direct reduction of the carrying amount of the long-term debt. Deferred financing costs relating to the Company’s revolving loans are presented on the balance sheet as a deferred charge.

(s)

Taxes

Income tax expense represents the sum of current tax expense and deferred tax expense.



Current tax

The current tax expense is based on taxable profit for the period and includes any adjustments to tax payable in respect of previous years. Taxable profit differs from income before income taxes as reported in the consolidated income statement because it excludes (i) items of income or expense that are taxable or deductible in other years and (ii) items that are never taxable or deductible. The Company‘s liability for current tax is calculated using tax rates that have been enacted by the balance sheet date.



Deferred tax

Income taxes are accounted for using the asset and liability method. Deferred income tax assets and liabilities are based on temporary differences, which are differences between the accounting basis and the tax basis of the assets and liabilities and non-capital loss, capital loss, and tax credits carryforwards are measured using the enacted tax rates and laws expected to apply when these differences reverse. Deferred tax benefits, including non-capital loss, capital loss, and tax credits carryforwards, are recognized to the extent that realization of such benefits is considered more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that enactment occurs. When realization of deferred income tax assets does not meet the more-likely-than-not criterion for recognition, a valuation allowance is provided.



2.  Significant accounting policies (continued)

(s)  Taxes (continued)

Deferred tax (continued)

Under US GAAP, changes in tax rates and tax law are accounted for in the period of enactment. The 2017 Tax Cuts and Jobs Act (“TCJA”) was enacted on December 22, 2017. ASC 740, Income Taxes,  requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled, which may impact the carrying values of deferred tax assets and liabilities.   The effect of a change in tax law is recorded as a discrete component of the income tax provision related to continuing operations in the period of enactment.  Changes in the valuation allowance assessment due to the 2017 TCJA would also be recorded to continuing operations in the tax provision.



Interest and penalties related to income taxes, including unrecognized tax benefits, are recorded in income tax expense in the income statement.



Liabilities for uncertain tax positions are recorded based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company regularly assesses the potential outcomes of examinations by tax authorities in determining the adequacy of its provision

for income taxes. The Company continually assesses the likelihood and amount of potential adjustments and adjusts the income tax provision, income taxes payable, and deferred taxes in the period in which the facts that give rise to a revision become known.



(t)

Contingently redeemable non-controlling interest

Contingently redeemable equity instruments are initially recorded at their fair value on the date of issue within temporary equity on the balance sheet. When the equity instruments become redeemable or redemption is probable, the Company recognizes changes in the estimated redemption value immediately as they occur, and adjusts the carrying amount of the redeemable equity instrument to equal the estimated redemption value at the end of each reporting period. Changes to the carrying value are charged or credited to retained earnings attributable to stockholders on the balance sheet.



Redemption value determinations require high levels of judgment (“Level 3” on the fair value hierarchy) and are based on various valuation techniques, including market comparables and discounted cash flow projections.



(u)

Earnings per share

Basic earnings per share has been calculated by dividing net income attributable to stockholders by the weighted average number of common shares outstanding.  Diluted earnings per share has been calculated after giving effect to outstanding dilutive stock options calculated by adjusting the net income attributable to stockholders and the weighted average number of shares outstanding for all dilutive shares.



(v)

Defined contribution plans

The employees of the Company are members of retirement benefit plans to which the Company matches up to a specified percentage of employee contributions or, in certain jurisdictions, contributes a specified percentage of payroll costs as mandated by the local authorities. The only obligation of the Company with respect to the retirement benefit plans is to make the specified contributions.

2.  Significant accounting policies (continued)

(w)

Advertising costs

Advertising costs are expensed as incurred. Advertising expense is included in costs of services and selling, general and administrative (“SG&A”) expenses on the accompanying consolidated income statements.



(x)

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 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.

(y)  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.

2.  Significant accounting policies (continued)

(y)  New and amended accounting standards (continued)

(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 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.



(z)

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.

2.  Significant accounting policies (continued)

(z)

Recent accounting standards not yet adopted (continued)

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 completing the process of identifying the appropriate changes to the Company’s 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 reason for not early adopting and for electing to use a full retrospective method was primarily due to the Company’s acquisition of IronPlanet on May 31, 2017.  Management believes that using a full retrospective method 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.



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.

2.  Significant accounting policies (continued)

(z)  Recent accounting standards not yet adopted (continued)

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 and RB Logistical Services revenues will be presented within service revenues, but on a gross basis, with related service 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:





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



As reported

 

 

New revenue standard

Year ended December 31,

2017 

 

2016 

 

Year ended December 31,

2017 

 

2016 



 

 

 

 

 

 

Revenue from inventory sales

$

346,774 

 

$

571,134 



 

 

 

 

 

 

Service revenues

 

624,417 

 

 

555,843 

Revenues

$

610,517 

 

$

566,395 

 

Total revenues

 

971,191 

 

 

1,126,977 



 

 

 

 

 

 

Cost of inventory sold

 

(306,498)

 

 

(513,348)

Costs of services, excluding

 

 

 

 

 

 

 

 

 

 

 

 

depreciation and amortization ("D&A")

 

(79,013)

 

 

(66,062)

 

Costs of services, excluding D&A

 

(133,189)

 

 

(113,296)



$

531,504 

 

$

500,333 

 

Gross profit

$

531,504 

 

$

500,333 





(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.



2.  Significant accounting policies (continued)

(z)  Recent accounting standards not yet adopted (continued)

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 460 operating and 105 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.



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.

2.  Significant accounting policies (continued)

(z)  Recent accounting standards not yet adopted (continued)

(iv)

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 identifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years and interim periods beginning after December 15, 2017. The amendments are applied retrospectively on the amendment date. The Company expects the adoption of ASU 2016-15 will result in the $1,302,000 Mascus contingent consideration paid in the second quarter of 2017 to be reclassified from operating to investing cash flows.

 

(v)

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.

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.



(vi)

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 adds clarity around the scope of Subtopic 610-20, the 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 does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

Significant Judgments, Estimates and Assumptions
Significant Judgments, Estimates and Assumptions

3.  Significant judgments, estimates and assumptions

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



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



Judgments, estimates and underlying assumptions are evaluated on an ongoing basis by management, and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. However, existing circumstances and assumptions about future developments may change due to market changes or 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.

Segmented Information
Segmented Information

4.  Segmented information 

The Company’s principal business activity is the management and disposition of used industrial equipment and other durable assets. During the period ended December 31, 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 (“A&M”) – This is the Company’s only reportable operating 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. 

4.  Segmented information (continued)



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Year ended December 31, 2017



A&M

 

Other

 

Consolidated

 

Revenues

$

564,298 

 

$

46,219 

 

$

610,517 

 

Costs of services, excluding D&A

 

(75,685)

 

 

(3,328)

 

 

(79,013)

 

SG&A expenses

 

(308,874)

 

 

(14,396)

 

 

(323,270)

 

Impairment loss

 

(8,911)

 

 

 -

 

 

(8,911)

 

Segment profit

$

170,828 

 

$

28,495 

 

$

199,323 

 

Acquisition-related costs

 

 

 

 

 

 

 

(38,272)

 

D&A expenses

 

 

 

 

 

 

 

(52,694)

 

Gain on disposition of Property, plant

 

 

 

 

 

 

 

 

 

      and equipment ("PPE")

 

 

 

 

 

 

 

1,656 

 

Foreign exchange loss

 

 

 

 

 

 

 

(2,559)

 

Operating income

 

 

 

 

 

 

$

107,454 

 

Other expense, net

 

 

 

 

 

 

 

(30,060)

 

Income tax expense

 

 

 

 

 

 

 

(2,088)

 

Net income

 

 

 

 

 

 

$

75,306 

 

 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Year ended December 31, 2016



A&M

 

Other

 

Consolidated

 

Revenues

$

531,826 

 

$

34,569 

 

$

566,395 

 

Costs of services, excluding D&A

 

(65,248)

 

 

(814)

 

 

(66,062)

 

SG&A expenses

 

(272,317)

 

 

(11,212)

 

 

(283,529)

 

Impairment loss

 

(28,243)

 

 

 -

 

 

(28,243)

 

Segment profit

$

166,018 

 

$

22,543 

 

$

188,561 

 

Acquisition-related costs

 

 

 

 

 

 

 

(11,829)

 

D&A expenses

 

 

 

 

 

 

 

(40,861)

 

Gain on disposition of PPE

 

 

 

 

 

 

 

1,282 

 

Foreign exchange loss

 

 

 

 

 

 

 

(1,431)

 

Operating income

 

 

 

 

 

 

$

135,722 

 

Other expense, net

 

 

 

 

 

 

 

(5,228)

 

Income tax expense

 

 

 

 

 

 

 

(36,982)

 

Net income

 

 

 

 

 

 

$

93,512 

 



4.  Segmented information (continued)



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Year ended December 31, 2015



A&M

 

Other

 

Consolidated

 

Revenues

$

505,865 

 

$

10,010 

 

$

515,875 

 

Costs of services, excluding  D&A

 

(56,026)

 

 

 -

 

 

(56,026)

 

SG&A expenses

 

(249,852)

 

 

(4,537)

 

 

(254,389)

 

Segment profit

$

199,987 

 

$

5,473 

 

$

205,460 

 

Acquisition-related costs

 

 

 

 

 

 

 

(601)

 

D&A expenses

 

 

 

 

 

 

 

(42,032)

 

Gain on disposition of PPE

 

 

 

 

 

 

 

9,691 

 

Foreign exchange gain

 

 

 

 

 

 

 

2,322 

 

Operating income

 

 

 

 

 

 

$

174,840 

 

Other income, net

 

 

 

 

 

 

 

1,596 

 

Income tax expense

 

 

 

 

 

 

 

(37,861)

 

Net income

 

 

 

 

 

 

$

138,575 

 



Certain prior period SG&A expenses have been retrospectively reclassified between the A&M segment and the other category to conform with the current presentation. Details of the reclassifications are as follows:



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

At September 30,

 

At June 30,

 

At March 31,

 

 

December 31,



 

 

2017

 

2017

 

2017

 

 

2016

A&M SG&A expenses:

 

 

 

 

 

 

 

 

 

 

As reported

 

$

81,964 

$

71,199 

$

67,392 

 

$

273,179 

Current presentation

 

 

81,736 

 

70,977 

 

67,111 

 

 

272,317 

Other SG&A expenses:

 

 

 

 

 

 

 

 

 

 

As reported

 

$

3,371 

$

3,178 

$

3,183 

 

$

10,350 

Current presentation

 

 

3,599 

 

3,400 

 

3,464 

 

 

11,212 

























4.  Segmented information (continued)

The carrying value of goodwill of $649,770,000 has been allocated to A&M and $21,152,000 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. 





 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

As at December 31,

 

 

 

 

2017