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Ritchie Bros Auctioneers Inc (RBA) SEC Filing 8-K Material Event for the period ending Thursday, May 7, 2020

Ritchie Bros Auctioneers Inc

CIK: 1046102 Ticker: RBA

 

Exhibit 99.1 – News Release

 

Ritchie Bros. reports first quarter 2020 results

 

VANCOUVER, May 7, 2020– Ritchie Bros. Auctioneers Incorporated (NYSE & TSX: RBA, the “Company”, “Ritchie Bros.”, “we”, “us”, or “our”) reported the following results for the three months ended March 31, 2020:

 

(All figures are presented in U.S. dollars)

 

Net income attributable to stockholders increased 26% to $22.8 million compared to $18.2 million in Q1 2019. Diluted earnings per share (“EPS”) attributable to stockholders increased 24% to $0.21 per share in Q1 2020 compared to $0.17 per share in Q1 2019.

 

"During these unprecedented times, our customers turned to Ritchie Bros. for liquidity and we were able to continue operating our business while keeping the health and safety of our employees and our customers at the forefront”, said Ann Fandozzi, Chief Executive Officer of Ritchie Bros.

 

“Continuing our operations is a testament to our employees, our flexible operational model, our technology and the financial strength of our balance sheet. As social distancing measures took hold, we successfully transitioned our business entirely to online formats quickly and effectively. Overall, we delivered strong first quarter financial performance while providing solid price performance for our customers.”

 

“We are positioned well to manage through this crisis. Our purpose has never been more essential, and we look forward with a great sense of pride, passion and the knowledge that we have traversed many challenging environments in our 60-year history and will continue to be here for our customers.”

 

Consolidated results:

·Total revenue in Q1 2020 decreased 10% to $273.3 million as compared to Q1 2019
oService revenue in Q1 2020 increased 6% to $183.1 million as compared to Q1 2019
oInventory sales revenue in Q1 2020 decreased 31% to $90.1 million as compared to Q1 2019
·Total selling, general and administrative expenses (“SG&A”) in Q1 2020 increased 3% to $98.4 million as compared to Q1 2019
·Operating income in Q1 2020 increased 1% to $34.1 million as compared to Q1 2019
·Cash provided by operating activities was $4.1 million for the first three months of 2020
·Cash on hand at Q1 2020 was $355.9 million, of which $290.1 million was unrestricted

 

Auctions & Marketplaces segment results:

·GTV1 in Q1 2020 decreased 2% to $1.1 billion compared to Q1 2019
·A&M total revenue in Q1 2020 decreased 11% to $244.9 million as compared to Q1 2019
oService revenue in Q1 2020 increased 8% to $154.7 million as compared to Q1 2019
oInventory sales revenue in Q1 2020 decreased 31% to $90.1 million as compared to Q1 2019

 

Other Services segment results:

·Other Services total revenue in Q1 2020 decreased 2% to $28.4 million as compared to Q1 2019
·RBFS revenue in Q1 2020 increased 16% to $7.3 million as compared to Q1 2019

 

Other Company development:

·On March 19, 2020, the Company announced the appointment of Baron Concors as Chief Information Officer, effective March 23, 2020.

 

 

 

1 Gross Transaction Value (“GTV”) represents total proceeds from all items sold at the Company’s live on site auctions and online marketplaces. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in the Company’s consolidated financial statements.

 

The Company presents both GAAP and non-GAAP measures to provide investors with additional information. Providing these non-GAAP measures along with GAAP measures allows for increased comparability of our ongoing performance from period to period. Non-GAAP financial measures referred to in this news release are labeled as “non-GAAP measure” or designated as such with an asterisk (*). Please see page 9-10 for explanations of why the Company uses these non-GAAP measures and the reconciliation to the most comparable GAAP financial measures.

 

1 

 

 

Financial Overview

(Unaudited)

 

(in U.S. $000's, except EPS and percentages)  Three months ended March 31, 
           % Change 
   2020   2019   2020 over 2019 
Service revenue:               
Commissions  $93,484   $92,280    1%
Fees   89,639    80,092    12%
Total service revenue   183,123    172,372    6%
Inventory sales revenue   90,132    131,057    (31)%
Total revenue   273,255    303,429    (10)%
Service revenue as a % of total revenue   67.0%   56.8%   1020 bps 
Inventory sales revenue as a % of total revenue   33.0%   43.2%   (1020) bps 
Costs of services   39,355    36,069    9%
Cost of inventory sold   81,585    120,475    (32)%
Selling, general and administrative expenses   98,385    95,184    3%
Operating expenses   239,173    269,841    (11)%
Cost of inventory sold as a % of operating expenses   34.1%   44.6%   (1050) bps 
Operating income   34,082    33,588    1%
Operating income margin   12.5%   11.1%   140 bps 
Net income attributable to stockholders   22,809    18,164    26%
Diluted earnings per share attributable to stockholders  $0.21   $0.17    24%
Effective tax rate   19.8%   26.8%   (700) bps 
Total GTV   1,147,025    1,174,681    (2)%
Service revenue as a % of total GTV- Rate   16.0%   14.7%   130 bps 
Inventory sales revenue as a % of total GTV- Mix   7.9%   11.2%   (330) bps 

 

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Segment Overview

(in U.S $000's)  Three months ended March 31, 2020 
   A&M   Other   Consolidated 
Service revenue  $154,743    28,380   $183,123 
Inventory sales revenue   90,132    -    90,132 
Total revenue   244,875    28,380    273,255 
Ancillary and logistical service expenses   -    12,758    12,758 
Other costs of services   25,095    1,502    26,597 
Cost of inventory sold   81,585    -    81,585 
SG&A expenses   91,585    6,800    98,385 
Segment profit  $46,610    7,320   $53,930 
Total GTV   1,147,025    N/A    N/A 
A&M service revenue as a % of total GTV- Rate   13.5%   N/A    N/A 

 

(in U.S $000's)  Three months ended March 31, 2019 
   A&M   Other   Consolidated 
Service revenue  $143,437   $28,935   $172,372 
Inventory sales revenue   131,057    -    131,057 
Total revenue   274,494    28,935    303,429 
Ancillary and logistical service expenses   -    13,759    13,759 
Other costs of services   20,817    1,493    22,310 
Cost of inventory sold   120,475    -    120,475 
SG&A expenses   89,182    6,002    95,184 
Segment profit  $44,020   $7,681   $51,701 
Total GTV   1,174,681    N/A    N/A 
A&M service revenue as a % of total GTV- Rate   12.2%   N/A    N/A 

 

Q1 2020 Consolidated Performance Overview

 

GTV decreased 2% to $1.1 billion in Q1 2020 compared to Q1 2019.

 

Due to the spread of the COVID-19 virus and the social distancing restrictions put in place by local jurisdictions in the quarter to control the pandemic, we transitioned all our remaining traditional live on site auctions to online formats utilizing our existing online bidding technology and simultaneously ceased all public attendance at our live auction theaters. Our core online auction channels (IronPlanet.com, GovPlanet.com, Marketplace-E) continued to operate as usual.

 

To facilitate the live auction process transition to a virtual platform and under strict safety guidelines, we enabled equipment drop off at our physical yards prior to the online event, with buyers able to conduct inspections pre-auction and collect equipment post auction. In addition, where auctioneers were not able to attend physical site, we used Time Auctioned Lots (TAL) solutions for selected International and on-the-farm agriculture events.

 

We experienced good momentum throughout 2019, which continued into the first two months of 2020, however, due to local emergency measures and Shelter-In-Place orders, we had to postpone four live auctions in the first quarter which adversely impacted our GTV volume. Those four sites generated $63.0 million of GTV in the prior year. The postponements included the (1) Narita, Japan (2) Caorso, Italy (3) Montreal, Canada and (4) Los Angeles, US auctions. These postponed auctions have all been rescheduled to take place in the second quarter.

 

In addition to the auction postponements, we also experienced softness in the International region due to the continuing economic uncertainty in certain markets within Europe and Asia, which was further exacerbated by COVID-19. International also had lower volume of inventory contracts in Europe and Asia as we cycled large inventory packages from last year. Partially offsetting these declines, our US region experienced strong year over year performance in US live auctions, particularly in Las Vegas and Texas, overcoming a lower GTV at our Orlando auction compared to last year.

 

Total revenue decreased 10% to $273.3 million due to a 31% decrease in inventory sales revenue, partially offset by a 6% increase in service revenue.

 

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Service revenue increased 6% with commissions revenue increasing 1% and fee revenue increasing 12%. The increase in commissions revenue was in line with higher Service GTV. The increase in fee revenue was driven primarily by the full harmonization of buyer fees, higher volume and fee rates at our Leake auction and GovPlanet platform, higher proportion of small value lots and continued growth in RBFS fee revenue. This increase was partially offset by lower RB Logistics revenue earned due to lower activity in the International region during the quarter.

 

Inventory sales revenue decreased 31% primarily related to selling through certain non-repeating large inventory deals from Europe and Asia in Q1 2019, and a decrease in volume of inventory contracts at our Orlando auction compared to the prior year. We also had lower inventory contracts in our Australia region in Q1 2020 compared to prior quarter.

 

Costs of services increased 9% to $39.4 million. The increase was primarily due to additional facilities costs incurred to support our Q1 2020 Leake auction and expenses incurred to support our GovPlanet surplus contracts. Due to the COVID-19 pandemic and our restriction on onsite attendance at our live auction facilities, we incurred more marketing costs to promote the changes to our customers.

 

Cost of inventory decreased 32% to $81.6 million, primarily in line with lower activity in inventory sales revenue.

 

Selling, general and administrative (“SG&A”) expenses increased 3% to $98.4 million primarily due to additional investments to support our growth initiatives, and partially offset by lower share-based payments. SG&A expense also increased due to higher travel, advertising and promotion costs.

 

Foreign exchange had an unfavourable impact on total revenue and a favourable impact on expenses. These impacts were primarily due to the fluctuations in the Euro, Canadian dollar, and Australian dollar exchange rates relative to the U.S. dollar.

Net income attributable to stockholders increased 26% to $22.8 million from $18.2 million in Q1 2019, in line with higher operating income and also due to $1.7 million of contingent consideration received related to the disposition of an equity investment. Net income attributable to stockholders also increased due to lower net interest expenses and lower effective tax rate during Q1 2020.

 

Primarily for the same reasons noted above, diluted EPS attributable to stockholders increased 24% to $0.21 per share for Q1 2020 from $0.17 per share in Q1 2019.

 

Dividend Information

Quarterly dividend

The Company declared on May 6, 2020, a quarterly cash dividend of $0.20 per common share payable on June 17, 2020 to shareholders of record on May 27, 2020.

 

Q1 2020 Earnings Conference Call

Ritchie Bros. is hosting a conference call to discuss its financial results for the quarter ended March 31, 2020, at 8am Pacific time / 11 am Eastern time / 4pm GMT on May 8, 2020. The replay of the webcast will be available through June 8, 2020.

 

Conference call and webcast details are available at the following link:

https://investor.ritchiebros.com

 

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About Ritchie Bros.

Established in 1958, Ritchie Bros. (NYSE and TSX: RBA) is a global asset management and disposition company, offering customers end-to-end solutions for buying and selling used heavy equipment, trucks and other assets. Operating in a number of sectors, including construction, transportation, agriculture, energy, oil and gas, mining, and forestry, the company’s selling channels include: Ritchie Bros. Auctioneers, the world’s largest industrial auctioneer offers live auction events with online bidding; IronPlanet, an online marketplace with featured weekly auctions and providing the exclusive IronClad Assurance® equipment condition certification; Marketplace-E, a controlled marketplace offering multiple price and timing options; Mascus, a leading European online equipment listing service; and Ritchie Bros. Private Treaty, offering privately negotiated sales. The company’s suite of multichannel sales solutions also includes RB Asset Solutions, a complete end-to-end asset management and disposition system. Ritchie Bros. also offers sector-specific solutions including GovPlanet, TruckPlanet, and Kruse Energy Auctioneers, plus equipment financing and leasing through Ritchie Bros. Financial Services. For more information about Ritchie Bros., visit RitchieBros.com.

 

Forward-looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, “forward-looking statements”), including, in particular, statements regarding future financial and operational results, including future auctions and estimated GTV thereof, growth prospects and payment of dividends. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as “expect”, “plan”, “anticipate”, “project”, “target”, “potential”, “schedule”, “forecast”, “budget”, “estimate”, “intend” or “believe” and similar expressions or their negative connotations, or statements that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company’s control, including the duration and impact of the COVID-19 pandemic on the Company’s operations, the operations of customers and general economic conditions, the numerous factors that influence the supply of and demand for used equipment; economic and other conditions in local, regional and global sectors; the Company’s ability to successfully integrate IronPlanet, and to receive the anticipated benefits of the IronPlanet acquisition; and the risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s Form 10-Q for the quarter ended March 31, 2020, which are available on the SEC, SEDAR, and Company websites. The foregoing list is not exhaustive of the factors that may affect the Company’s forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, and actual results may differ materially from those expressed in, or implied by, these forward-looking statements. Forward looking statements are made as of the date of this news release and the Company does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For the reasons set forth above, you should not place undue reliance on forward looking statements.

 

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GTV and Selected Condensed Consolidated Financial Information

 

GTV and Condensed Consolidated Income Statements – First Quarter

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

(Unaudited)

 

(in U.S. $000's, except EPS)  Three months ended March 31, 
           % Change 
   2020   2019   2020 over 2019 
GTV  $1,147,025   $1,174,681    (2)%
Revenues:               
Service revenues  $183,123   $172,372    6%
Inventory sales revenue   90,132    131,057    (31)%
Total revenues   273,255    303,429    (10)%
Operating expenses:               
Costs of services   39,355    36,069    9%
Cost of inventory sold   81,585    120,475    (32)%
Selling, general and administration expenses   98,385    95,184    3%
Acquisition-related costs   -    669    (100)%
Depreciation and amortization expenses   19,293    17,115    13%
Gain on disposition of property, plant and equipment   (47)   (149)   (68)%
Foreign exchange loss   602    478    26%
Total operating expenses   239,173    269,841    (11)%
Operating income   34,082    33,588    1%
Interest expense   (9,182)   (10,816)   (15)%
Other income, net   3,577    2,039    75%
Income before income taxes   28,477    24,811    15%
Income tax expense   5,648    6,639    (15)%
Net income  $22,829   $18,172    26%
Net income attributable to:               
Stockholders  $22,809   $18,164    26%
Non-controlling interests   20    8    150%
   $22,829   $18,172    26%
Earnings per share attributable to stockholders:               
Basic  $0.21   $0.17    24%
Diluted  $0.21   $0.17    24%
Weighted average number of share outstanding:               
Basic   109,248,880    108,765,489    0%
Diluted   110,482,837    110,044,213    0%

 

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Condensed Consolidated Balance Sheets

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

(Unaudited)

 

   March 31, 2020   December 31, 2019 
         
Assets          
Cash and cash equivalents  $290,094   $359,671 
Restricted cash   65,831    60,585 
Trade and other receivables   249,454    142,627 
Less: allowance for credit losses   (3,727)   (5,225)
Inventory   61,747    64,956 
Other current assets   38,043    50,160 
Income taxes receivable   8,027    6,810 
Total current assets   709,469    679,584 
           
Property, plant and equipment   477,327    484,482 
Other non-current assets   132,476    145,679 
Intangible assets   225,291    233,380 
Goodwill   670,136    672,310 
Deferred tax assets   13,019    13,995 
Total assets  $2,227,718   $2,229,430 
           
Liabilities and Equity          
Auction proceeds payable  $344,311   $276,188 
Trade and other payables   187,783    194,279 
Income taxes payable   1,891    7,809 
Short-term debt   33,081    4,705 
Current portion of long-term debt   16,944    18,277 
Total current liabilities   584,010    501,258 
           
Long-term debt   613,536    627,204 
Other non-current liabilities   142,569    151,238 
Deferred tax liabilities   42,632    42,743 
Total liabilities   1,382,747    1,322,443 
           
Commitments and Contingencies (Note 19 and Note 20 respectively)          
Stockholders' equity:          
Share capital:          
Common stock; no par value, unlimited shares          
authorized, issued and outstanding shares:          
108,198,739 (December 31, 2019: 109,337,781)   153,801    194,771 
Additional paid-in capital   46,147    52,110 
Retained earnings   714,816    714,051 
Accumulated other comprehensive loss   (74,959)   (59,099)
Stockholders' equity   839,805    901,833 
Non-controlling interest   5,166    5,154 
Total stockholders' equity   844,971    906,987 
Total liabilities and equity  $2,227,718   $2,229,430 

 

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Condensed Consolidated Statements of Cash Flows

(Expressed in thousands of United States dollars)

(Unaudited)

 

Three months ended March 31,  2020   2019 
Cash provided by (used in):          
Operating activities:          
Net income  $22,829   $18,172 
Adjustments for items not affecting cash:          
Depreciation and amortization expenses   19,293    17,115 
Stock option compensation expense   1,187    1,539 
Equity-classified share unit expense   1,786    2,368 
Deferred income tax expense   1,331    1,057 
Unrealized foreign exchange (gain) loss   782    (48)
Gain on disposition of property, plant and equipment   (47)   (149)
Amortization of debt issuance costs   756    934 
Amortization of right-of-use assets   3,343    2,976 
Gain on contingent consideration from equity investment   (1,700)   - 
Other, net   1,282    534 
Net changes in operating assets and liabilities   (46,710)   27,405 
Net cash provided by operating activities   4,132    71,903 
Investing activities:          
Property, plant and equipment additions   (3,495)   (2,801)
Intangible asset additions   (7,220)   (5,625)
Proceeds on disposition of property, plant and equipment   333    262 
Distribution from equity investment   4,212    - 
Proceeds on contingent consideration from equity investment   1,700    - 
Other, net   (2,804)   - 
Net cash used in investing activities   (7,274)   (8,164)
Financing activities:          
Share repurchase   (53,170)   - 
Dividends paid to stockholders   (21,905)   (19,568)
Issuances of share capital   7,054    1,628 
Payment of withholding taxes on issuance of shares   (2,984)   (2,047)
Proceeds from short-term debt   29,069    6,741 
Repayment of short-term debt   -    (17,946)
Repayment of long-term debt   (4,236)   (12,235)
Repayment of finance lease obligations   (2,189)   (1,269)
Net cash used in financing activities   (48,361)   (44,696)
Effect of changes in foreign currency rates on          
cash, cash equivalents, and restricted cash   (12,828)   (1,376)
Increase (decrease)   (64,331)   17,667 
Beginning of period   420,256    305,567 
Cash, cash equivalents, and restricted cash, end of period  $355,925   $323,234 

 

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Selected Data

(Unaudited)

 

Industrial live on site auction metrics

 

   Three months ended March 31, 
           % Change 
   2020   2019   2020 over 2019 
Number of auctions   30    35    (14)%
Bidder registrations   161,050    143,000    13%
Consignors   10,950    11,550    (5)%
Buyers   29,900    30,750    (3)%
Lots   82,400    86,250    (4)%

 

Non-GAAP Measures

This news release references to non-GAAP measures. Non-GAAP measures do not have a standardized meaning and are, therefore, unlikely to be comparable to similar measures presented by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with generally accepted accounting principles.

 

Adjusted Net Debt* and Adjusted Net Debt/Adjusted EBITDA* Reconciliation
The Company believes that comparing adjusted net debt/adjusted EBITDA* on a trailing 12-month basis for different financial periods provides useful information about the performance of the Company’s operations as an indicator of the amount of time it would take the Company to settle both the short and long-term debt. The Company does not consider this to be a measure of liquidity, which is the ability to settle only short-term obligations, but rather a measure of how well the Company funds liquidity.

 

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

 

(in U.S. $ millions, except percentages)  As at and for the 12 months ended March 31, 
           % Change 
   2020   2019   2020 over 2019 
Short-term debt  $33.1   $8.7    280%
Long-term debt   630.5    703.3    (10)%
Debt   663.6    712.0    (7)%
       Less: Cash and cash equivalents   290.1    266.5    9%
Adjusted net debt*   373.5    445.5    (16)%
Net income  $153.8   $122.5    26%
Add: depreciation and amortization expenses   72.7    67.5    8%
Add: interest expense   39.6    44.0    (10)%
Less: interest income   (3.8)   (3.4)   12%
Add: income tax expense   40.6    32.4    25%
Pre-tax adjusting items:               
Share-based payment expense recovery   (4.1)   -    (100)%
Severance and retention   -    1.5    (100)%
Gain on sale of equity accounted for investment   -    (4.9)   100%
Adjusted EBITDA*  $298.8   $259.6    15%
Debt/net income   4.3x   5.8x   (26)%
Adjusted net debt*/adjusted EBITDA*   1.3x   1.7x   (24)%

 

(1)Please refer to page 10 for a summary of adjusting items for the trailing 12-months ended March 31, 2020 and March 31, 2019.
(2)Adjusted EBITDA* is calculated by adding back depreciation and amortization expenses, interest expense, and income tax expense, and subtracting interest income from net income excluding the pre-tax effects of adjusting items.
(3)Adjusted net debt* is calculated by subtracting cash and cash equivalents from short and long-term debt.
(4)Adjusted net debt*/adjusted EBITDA* is calculated by dividing adjusted net debt* by adjusted EBITDA*.

 

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Operating Free Cash Flow* (“OFCF”) Reconciliation

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

 

The following table reconciles OFCF* to cash provided by operating activities, which is the most directly comparable GAAP measure in, or calculated from, the consolidated statements of cash flows:

 

(in U.S. $ millions, except percentages)  12 months ended March 31, 
           % Change 
   2020   2019   2020 over 2019 
Cash provided by operating activities  $265.0   $148.9    78%
Property, plant and equipment additions   14.3    17.1    (16)%
Intangible asset additions   29.0    24.7    17%
Proceeds on disposition of property plant and equipment   (6.0)   (9.8)   (39)%
Net capital spending  $37.3   $32.0    17%
OFCF*  $227.7   $116.9    95%

 

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

 

Adjusting items during the trailing 12-months ended March 31, 2020 were:

 

Recognized in the first quarter of 2020

·There were no adjustment items recognized in the first quarter of 2020.

 

Recognized in the fourth quarter of 2019

·$4.1 million ($3.4 million after tax, or $0.03 per diluted share) in share-based payment expense recovery related to the departure of our former CEO.

 

Recognized in the third quarter of 2019

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

 

Recognized in the second quarter of 2019

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

 

Adjusting items during the trailing 12-months ended March 31, 2019 were:

 

Recognized in the first quarter of 2019

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

 

Recognized in the fourth quarter of 2018

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

 

Recognized in the third quarter of 2018

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

 

Recognized in the second quarter of 2018

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

 

For further information, please contact:

Zaheed Mawani | Vice President, Investor Relations

Phone: 1.778.331.5219 | Email: zmawani@rbauction.com

 

Ritchie Bros. 10

0001046102 false true 0001046102 2020-05-06 2020-05-07 0001046102 rba:CommonSharesMember 2020-05-06 2020-05-07 0001046102 rba:CommonSharePurchaseRightsMember 2020-05-06 2020-05-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: May 7, 2020

 

Ritchie Bros. Auctioneers Incorporated

(Exact Name of Registrant as Specified in Its Charter)

 

Canada 001-13425 98-0626225
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification)

 

9500 Glenlyon Parkway, Burnaby, British Columbia, Canada V5J0C6

(Address of principal executive offices) (Zip Code)

 

(778) 331-5500

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common shares RBA New York Stock Exchange
Common Share Purchase Rights N/A New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition

 

On May 7, 2020, Ritchie Bros. Auctioneers Incorporated (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events

 

On May 7, 2020, Ritchie Bros. Auctioneers Incorporated announced that its board of directors declared a quarterly cash dividend of $0.20 per common share, payable on June 17, 2020 to shareholders of record on May 27, 2020.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number   Description
99.1   News release, dated May 7, 2020 issued by Ritchie Bros. Auctioneers Incorporated
101   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
104   The Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL

 

 

 

 

SIGNATURES

 

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

 

Dated: May 7, 2020 Ritchie Bros. Auctioneers Incorporated
     
  By: /s/ Darren Watt
    Darren Watt
    General Counsel & Corporate Secretary

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   News release, dated May 7, 2020 issued by Ritchie Bros. Auctioneers Incorporated
101   Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
104   The Cover Page from this Current Report on Form 8-K, formatted as Inline XBRL

 

 

 

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Ritchie Bros Auctioneers Inc provided additional information to their SEC Filing as exhibits

Ticker: RBA
CIK: 1046102
Form Type: 8-K Corporate News
Accession Number: 0001104659-20-058171
Submitted to the SEC: Thu May 07 2020 5:05:47 PM EST
Accepted by the SEC: Thu May 07 2020
Period: Thursday, May 7, 2020
Industry: Business Services
Events:
  1. Earnings Release
  2. Financial Exhibit
  3. Other Events

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