RB (RBA) - 2020 Q4 - Annual Report

PART I Business Ritchie Bros is a global asset management company for commercial assets, which shifted to online auctions and acquired Rouse Services for data analytics in 2020 Company Overview - Ritchie Bros is a global leader in asset management and disposition of commercial assets, selling $5.41 billion of used equipment and other assets in 2020[12] - The company sells a broad range of used commercial assets for customers in sectors like construction, transportation, agriculture, energy, and mining through live unreserved auctions, online marketplaces, and private brokerage services[13] - On December 8, 2020, the company acquired Rouse Services LLC ("Rouse"), a provider of data intelligence and performance benchmarking solutions, for $275 million[16] Impact of COVID-19 to our Business - In response to the COVID-19 pandemic, Ritchie Bros transitioned all traditional live on-site industrial auctions to online-only bidding in March 2020[22] - The company maintained a strong liquidity position, with $278.8 million in unrestricted cash and $455.1 million of unused credit capacity as of December 31, 2020, after paying $250.3 million in cash for the Rouse acquisition[23] - The full future impact of the pandemic on operations, financial performance, and equipment supply and demand remains uncertain and cannot be reasonably estimated[24][25] Strategy - In August 2020, the company formalized a new strategy to become the trusted global marketplace for insights, services, and transaction solutions for commercial assets[27][28] - The strategy is supported by five pillars: enhancing Customer Experience, improving Employee Experience, transitioning to a Modern Architecture, leveraging an Inventory Management System, and accelerating growth through pilot programs[29][30][31] Service Offerings Auctions and Marketplaces (A&M) Offerings | Channels | Brand Solutions | Description of Offering | | :--- | :--- | :--- | | Live On Site Auctions | Ritchie Bros Auctioneers | Live unreserved on site auctions, with live online simulcast | | | Kruse Energy | Event-based sales of used energy equipment | | Online Auctions and Marketplaces | IronPlanet | Online marketplace for selling and buying used equipment | | | Marketplace-E | Online marketplace offering multiple price and timing options | | | GovPlanet | Online marketplace for the sale of government and military assets | | Brokerage Service | Ritchie Bros Private Treaty | Confidential, negotiated sale of large equipment | - The company offers several contract options, including straight commission, guarantee, and inventory contracts; underwritten contracts accounted for approximately 20% of GTV in 2020[40][41] - Other services include financing, appraisals, inspections, online listings, ancillary services (refurbishment), logistical services, and data services[44] Competition - The global used equipment market is highly fragmented, estimated at over $300 billion, with the auction segment estimated at $30 billion[48] - Ritchie Bros is the largest live auction company, with $5.4 billion in GTV in 2020, representing approximately 20% market share of the live auction space[48] - Key competitive advantages include a global platform with over 40 auction sites, strong customer relationships, a broad suite of solutions, and data analytics capabilities enhanced by the Rouse acquisition[50][51][54] Our People - As of December 31, 2020, the company employed 2,600 full-time employees, a 7.6% increase from 2019, partly due to the acquisition of 51 employees from Rouse[58][60] - The company is focused on improving the employee experience through initiatives like MyRBStory, training and development (invested $1.7 million in 2020), and health and safety programs[61][63][67] - Diversity and inclusion efforts have increased female representation to 31% at the senior executive level and 45% at the Board of Directors level[74][77] Risk Factors The company faces risks from the COVID-19 pandemic, underwritten contracts, technology reliance, substantial debt, and a material weakness in internal controls - The COVID-19 pandemic poses a significant risk, potentially causing material disruptions to business operations, customer financing, and asset sourcing and transport[97][98] - Inaccurate appraisals for guarantee and inventory contracts could lead to financial losses, as there is no protection against such losses in the company's unreserved auctions[103] - Reliance on IT systems and third-party cloud providers creates risks of service interruptions from cyber events or system failures, which could harm reputation and business operations[105][106] - The company has substantial indebtedness ($665.8 million as of Dec 31, 2020), which may adversely affect business, financial condition, and flexibility[179] - A material weakness was identified in internal control over financial reporting related to the review of manual journal entries and the completeness and accuracy of key reports used for revenue controls[177] Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[205] Properties The company owns and leases a global network of over 40 auction sites and offices with a significant real estate footprint Auction Site Network Properties | Location | Number of Auction Sites | Owned Acreage | Leased Acreage | | :--- | :--- | :--- | :--- | | United States | 20 | 1,745 | 210 | | Canada | 10 | 732 | 51 | | Europe | 6 | 259 | 66 | | Other | 5 | 423 | 44 | | Total | 41 | 3,159 | 371 | Legal Proceedings The company reports no material legal proceedings outside of ordinary business litigation - There are no material legal proceedings pending against the company[213] Mine Safety Disclosures This section is reported as not applicable to the company's operations - Not applicable[214] PART II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities The company's common shares trade on the NYSE and TSX, with a regular quarterly dividend and an active share repurchase program - The company's common shares are listed on the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX) under the symbol "RBA"[214] - A regular quarterly cash dividend of $0.22 per common share is currently paid, with future dividends at the discretion of the Board[216] - A share repurchase program for up to $100.0 million worth of common shares was approved on August 5, 2020, ending August 23, 2021[239] Selected Financial Data This section presents a five-year summary of key consolidated financial data, showing revenue and net income growth through 2020 Selected Consolidated Financial Data (2018-2020) | (in U.S.$000's, except per share amounts) | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Consolidated Income Statements Data | | | | | Total revenue | $1,377,260 | $1,318,641 | $1,170,026 | | Operating income | 263,160 | 223,202 | 185,189 | | Net income attributable to stockholders | 170,095 | 149,140 | 121,479 | | Diluted EPS attributable to stockholders | $1.54 | $1.36 | $1.11 | | Consolidated Balance Sheets Data | | | | | Total assets | 2,351,529 | 2,229,430 | 2,052,392 | | Long-term debt | 636,648 | 645,481 | 711,298 | | Stockholders' equity | 1,007,245 | 901,833 | 830,643 | Management's Discussion and Analysis of Financial Condition and Results of Operations In 2020, the company saw increased net income and GTV, driven by a successful pivot to online bidding and the strategic acquisition of Rouse Performance Overview 2020 Performance Highlights vs 2019 | Metric | 2020 Value | % Change vs 2019 | | :--- | :--- | :--- | | Net income attributable to stockholders | $170.1 million | +14% | | Adjusted net income* (non-GAAP) | $185.0 million | +27% | | Diluted EPS | $1.54 | +13% | | Diluted adjusted EPS* (non-GAAP) | $1.68 | +26% | | Total revenue | $1.4 billion | +4% | | GTV | $5.4 billion | +5% | - Strong operational results were driven by a successful pivot to 100% online bidding in response to the COVID-19 pandemic[254] - The company formalized a new growth strategy to become a trusted global marketplace and acquired Rouse to accelerate its data and analytics capabilities[254][258] Results of Operations Consolidated Results of Operations (2020 vs 2019) | (in U.S. $000's) | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | Total revenue | 1,377,260 | 1,318,641 | 4% | | - Service revenue | 871,596 | 804,024 | 8% | | - Inventory sales revenue | 505,664 | 514,617 | (2)% | | Operating income | 263,160 | 223,202 | 18% | | Net income attributable to stockholders | 170,095 | 149,039 | 14% | | Total GTV | 5,411,218 | 5,140,587 | 5% | - The 8% increase in service revenue was driven by a 6% rise in Service GTV and a 12% increase in fee revenue, boosted by the full-year impact of buyer fee harmonization[261][262][263] - The effective tax rate increased to 27.8% from 21.8% in 2019, primarily due to the reversal of a $7.8 million tax benefit related to hybrid financing arrangements following new IRS regulations[269] Segment Performance Auctions & Marketplaces (A&M) Segment Results (2020 vs 2019) | (in U.S. $000's) | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | Total A&M revenue | 1,245,707 | 1,193,440 | 4% | | A&M segment profit | 306,777 | 254,764 | 20% | | Total GTV | 5,411,218 | 5,140,587 | 5% | - GTV from online marketplaces increased 33%, while GTV from live on-site auctions decreased 1%; the percentage of total GTV purchased by online buyers surged to 94% from 65% in 2019[289][292][293] - Other Services revenue increased 5% to $131.6 million, driven by growth in Ancillary services, Ritchie Bros Financial Services (RBFS), and the inclusion of revenue from the newly acquired Rouse[313] Liquidity and Capital Resources - Cash provided by operating activities was $257.9 million in 2020, a decrease from $332.8 million in 2019, primarily due to changes in operating assets and liabilities[323] - Net cash used in investing activities increased significantly to $276.7 million from $36.1 million in 2019, mainly due to the $250.0 million cash acquisition of Rouse[326] - On August 14, 2020, the company amended and extended its credit facilities, which total US$630.0 million and mature in October 2023; as of year-end, $455.1 million was unused[333][335] Quantitative and Qualitative Disclosures About Market Risk The company is primarily exposed to market risks from foreign currency exchange rates and interest rates on its floating-rate debt - The company is exposed to foreign currency exchange rate risk as 43% of its revenues in 2020 were denominated in currencies other than the U.S dollar[412] - The company has interest rate risk on its floating-rate debt; as of December 31, 2020, a 100 basis point change in interest rates would result in an approximate $1.7 million annual change in pre-tax interest expense[414] Financial Statements and Supplementary Data This section contains audited financial statements, which received an adverse opinion on internal controls despite an unqualified opinion on the financials Report of Independent Registered Public Accounting Firm - The auditor, Ernst & Young LLP, issued an unqualified opinion, stating the consolidated financial statements present fairly, in all material respects, the financial position of the company[419] - The auditor issued an adverse opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2020, due to identified material weaknesses[420][667] - Critical Audit Matters identified were the valuation of goodwill for the Mascus reporting unit and the accounting for the acquisition of Rouse[423][424] Consolidated Financial Statements Consolidated Income Statement Highlights (Year ended Dec 31, 2020) | (in U.S. $000's) | 2020 | | :--- | :--- | | Total revenue | 1,377,260 | | Operating income | 263,160 | | Income before income taxes | 235,888 | | Net income | 170,358 | Consolidated Balance Sheet Highlights (As of Dec 31, 2020) | (in U.S. $000's) | 2020 | | :--- | :--- | | Total current assets | 556,778 | | Total assets | 2,351,529 | | Total current liabilities | 514,577 | | Total liabilities | 1,339,130 | | Total stockholders' equity | 1,012,399 | Notes to the Consolidated Financial Statements - Business Combination (Note 4): The company acquired Rouse on December 8, 2020, for a total purchase price of $251.7 million, resulting in $165.8 million of goodwill and $79.3 million of intangible assets[523][527] - Debt (Note 21): As of December 31, 2020, total debt was $665.8 million, consisting primarily of a term loan, revolver loans, and $500 million in 5.375% senior unsecured notes due 2025[587] - Share-based Payments (Note 24): Total share-based payment compensation cost was $22.7 million in 2020[609] - Leases (Note 25): The company has operating lease liabilities of $123.2 million and finance lease liabilities of $26.3 million as of December 31, 2020[635][639] Changes In and Disagreements With Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants - Not applicable[651] Controls and Procedures Management concluded that disclosure controls were ineffective as of year-end 2020 due to two identified material weaknesses in internal financial reporting controls - The CEO and CFO concluded that disclosure controls and procedures were not effective as of December 31, 2020, due to material weaknesses in internal control over financial reporting[653] - A material weakness was identified over the review of manual journal entries in one geography, where controls failed to ensure proper supporting documentation[662] - A second material weakness was identified over the completeness and accuracy of key reports used in controls for the occurrence and measurement of revenue[662] - The independent auditor, Ernst & Young LLP, also issued an opinion that the company did not maintain effective internal control over financial reporting as of December 31, 2020[667] Other Information The company reports no other information for this item - None[677] PART III Directors, Executive Officers and Corporate Governance Required information is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference to the definitive Proxy Statement for the 2021 Annual and Special Meeting of Shareholders[679] Executive Compensation Required information is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference to the 2021 Proxy Statement[681] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Required information is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference to the 2021 Proxy Statement[682] Certain Relationships and Related Transactions, and Director Independence Required information is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference to the 2021 Proxy Statement[683] Principal Accountant Fees and Services Required information is incorporated by reference from the company's 2021 Proxy Statement - Information is incorporated by reference to the 2021 Proxy Statement[684] PART IV Exhibits, Financial Statement Schedules This section lists all financial statements, schedules, and exhibits filed with the annual report - This section lists all financial statements and exhibits filed with the Form 10-K[687][689] Form 10-K Summary This section is reported as not applicable - Not applicable[694]