UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01 Changes in Registrant's Certifying Accountant.
On April 5, 2023, Ernst & Young LLP (Canada) (“E&Y Canada”) resigned as the independent registered public accounting firm of Ritchie Bros. Auctioneers Incorporated (the “Company”), and the audit committee of the Board of Directors of the Company (the “Audit Committee”) approved the resignation of E&Y Canada and appointed Ernst & Young LLP (United States) (“E&Y United States”) as the Company’s independent registered public accounting firm. The change in the Company’s independent registered public accounting firm was due solely to the relocation of the Company’s principal executive offices from 9500 Glenlyon Parkway, Burnaby, British Columbia V5J 0C6, Canada to Two Westbrook Corporate Center, Suite 500, Westchester, Illinois 60154, United States.
The reports of E&Y Canada on the consolidated financial statements for the Company’s two most recent fiscal years ended December 31, 2022 and 2021, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
In connection with its audits for the years ended December 31, 2022 and 2021 and the subsequent interim period through April 5 2023, there were (1) no disagreements with E&Y Canada on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y Canada would have caused them to make reference thereto in connection with its reports on the financial statements for such years and (2) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (“Regulation S-K”).
E&Y Canada has been provided the disclosure in this Current Report on Form 8-K. The Company has requested E&Y Canada to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not E&Y Canada agrees with the above statements. A copy of E&Y Canada’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On April 5, 2023, the Audit Committee engaged E&Y United States as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. During the Company’s two most recent fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through April 5 2023, E&Y United States was not consulted on any matters identified within Item 304(a)(2) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 16.1 | Letter from Ernst & Young LLP, Chartered Professional Accountants, Canada, dated April 5, 2023. | |
| 104 | Cover Page Interactive Data File. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ritchie Bros. Auctioneers Incorporated | ||
| Date: April 6, 2023 | By: | /s/ Darren Watt |
| Darren Watt | ||
| Senior Vice President & General Counsel | ||
Exhibit 16.1
April 5, 2023
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K dated April 5, 2023, of Ritchie Bros. Auctioneers Incorporated and are in agreement with the statements contained in the first, second, third and fourth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
Chartered Professional Accountants
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