UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2012
Commission File Number: 001-13425
Ritchie Bros. Auctioneers Incorporated
9500 Glenlyon Parkway
Burnaby, BC, Canada
V5J 0C6
(778) 331 5500
(Address of principal executive offices)
indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
Form 20-F ¨ Form 40-F x
indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
indicate by check mark whether by furnishing information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
EXHIBIT INDEX
Number |
Description | |
99.1 | Press release dated October 30, 2012 reporting the Companys results as at and for the period ended September 30, 2012 |
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, thereunto duly authorized.
RITCHIE BROS. AUCTIONEERS INCORPORATED (Registrant) | ||||||
Date: October 30, 2012 | By: | /s/ Jeremy Black | ||||
Jeremy Black | ||||||
Corporate Secretary |
Exhibit 99.1
NEWS RELEASE
RITCHIE BROS. AUCTIONEERS ANNOUNCES RECORD THIRD
QUARTER REVENUES AND 48% INCREASE IN ADJUSTED EARNINGS
FOR IMMEDIATE RELEASE: October 30, 2012
VANCOUVER, BRITISH COLUMBIA Ritchie Bros. Auctioneers Incorporated (NYSE and TSX: RBA), the worlds largest auctioneer of industrial equipment, announces net earnings for the nine months ended September 30, 2012 of $57.4 million, or $0.54 per diluted share, and adjusted net earnings of $60.2 million, or $0.56 per diluted share. This compares to net earnings of $49.9 million, or $0.47 per diluted share, and adjusted net earnings of $46.9 million, or $0.44 per diluted share, for the nine months ended September 30, 2011, representing a 28% increase in adjusted net earnings. Adjusted net earnings is a non-GAAP financial measure and is defined below. The Companys auction revenues for the first nine months of 2012 grew 13% to $320.8 million compared to $282.7 million for the same period in 2011. All dollar amounts in this release are presented in U.S. dollars.
For the quarter ended September 30, 2012 net earnings were $8.2 million or $0.08 per diluted share and adjusted net earnings were $9.7 million or $0.09 per diluted share compared to net earnings and adjusted net earnings of $6.5 million or $0.06 per diluted share for the same period in 2011, representing a 25% increase in net earnings and 48% increase in adjusted net earnings. The Companys auction revenues for the third quarter of 2012 grew 16% to a record $92.3 million compared to $79.7 million for the same period in 2011, the largest third quarter in Company history.
Quarterly dividend
The Company also announces the declaration of a quarterly cash dividend of $0.1225 per common share payable on December 7, 2012 to shareholders of record as of November 16, 2012.
Gross auction proceeds and auction revenues
For the nine months ended September 30, 2012, gross auction proceeds were $2.9 billion, 9% higher than in the first nine months of 2011. Gross auction proceeds is a non-GAAP financial measure and is defined below. The Companys auction revenue rate (auction revenues as a percentage of gross auction proceeds) was 11.03% during the first nine months of 2012 compared to 10.57% in the same period in 2011. The Companys at risk business, which is comprised of guarantee and purchase contracts, represented 33% of gross auction proceeds in the first nine months of 2012 (2011: 35%).
For the three months ended September 30, 2012, gross auction proceeds were $848.5 million, 26% higher than in the same period in 2011. The Companys auction revenue rate was 10.88% during the three months ended September 30, 2012 compared to 11.84% in the same period in 2011.
Summary comments
During the quarter we continued to see new equipment supply and demand becoming more balanced, contributing to rising new and used equipment inventory levels and a more predictable flow of used equipment to our auctions, said Peter Blake, Ritchie Bros. CEO. We are confident about our growth prospects for the remainder of 2012 and into 2013 as we believe the evolving market conditions are very favourable for our business.
Mr. Blake continued: Our at risk business volume remained above historic levels during the third quarter, though we are starting to see a more predictable competitive environment and we expect that it will trend down. The performance of our at risk business did not improve in the third quarter compared to the second, mainly because of the variability and downward trend in used equipment values in September that kept the rate below our historic range. In particular, a number of deals that were signed in Q2 and sold in Q3 eroded our Q3 performance, primarily in Australia where market conditions changed quickly. With increased availability of used equipment and improved competitive dynamics, we are looking forward to a strong finish to the year.
Online bidding statistics
Ritchie Bros. sold over $952 million of equipment, trucks and other assets to online buyers during the first nine months of 2012, representing a 24% increase compared to the same period in 2011 (first nine months of 2011: approximately $770 million) and more than any other company in the world. Internet bidders continued to comprise over 50% of the total bidder registrations at Ritchie Bros. industrial auctions during the first nine months of 2012. On October 22, 2012, the Company surpassed $1 billion in gross auction proceeds to online buyers during 2012.
Website statistics
The Ritchie Bros. website (www.rbauction.com) attracted roughly 4.1 million unique visitors in the first nine months of 2012, a 37% increase compared to the same period in 2011.
Definitions of non-GAAP measures
The Company defines adjusted net earnings as financial statement net earnings excluding the after-tax effects of excess property sales and other non recurring items, and has provided a reconciliation below. Adjusted net earnings is a non-GAAP financial measure that does not have a standardized meaning, and is therefore unlikely to be comparable to similar measures presented by other companies. The Company believes that comparing adjusted net earnings for different financial periods provides more useful information about the growth or decline of its net earnings for the relevant financial period and identifies the impact of items which the Company does not consider to be part of its normal operating results.
Gross auction proceeds represent the total proceeds from all items sold at Ritchie Bros. auctions. The Companys definition of gross auction proceeds may differ from those used by other participants in its industry. Gross auction proceeds is an important measure the Company uses in comparing and assessing its operating performance. It is not a measure of the Companys financial performance, liquidity or revenue and is not presented in its consolidated financial statements. The Company believes that auction revenues, which is the most directly comparable measure in its Consolidated Income Statements, and certain other line items, are best understood by considering their relationship to gross auction proceeds. Auction revenues represent the revenues earned by Ritchie Bros. in the course of conducting its auctions, and consist primarily of commissions earned on consigned equipment and net profit on the sale of equipment purchased by the Company and sold in the same manner as consigned equipment.
About Ritchie Bros.
Established in 1958, Ritchie Bros. Auctioneers (NYSE and TSX: RBA) is the worlds largest industrial auctioneer, selling more equipment to on-site and online bidders than any other company in the world. Ritchie Bros. offers services that enable the worlds builders to easily and confidently exchange equipment. The Company conducts hundreds of unreserved public auctions each year, selling a broad range of used and unused industrial assets, including equipment, trucks and other assets utilized in the construction, transportation, agricultural, material handling, mining, forestry, petroleum and marine industries. Ritchie Bros. has over 110 locations in more than 25 countries, including 44 auction sites worldwide. The Company maintains a website at www.rbauction.com and sponsors an equipment wiki at www.RitchieWiki.com.
Earnings Conference Call
Ritchie Bros. is hosting a conference call to discuss its financial results for the nine months ended September 30, 2012 at 8:00am Pacific Time (11:00am Eastern Time) on October 30, 2012. To access a live broadcast of the conference call, please go to the Ritchie Bros. website http://www.rbauction.com, click on About Us then click on For Investors. Please go to the website at least fifteen minutes early to download and install any necessary audio software. A replay will be available on the website shortly after the call.
Forward-looking Statements
The discussion in this press release relating to future events or operating periods contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties, including, in particular, statements regarding anticipated results for future periods; anticipated equipment pricing and competitive environments; the impact of equipment levels; competition in the used equipment market; the predictability of used equipment flows to the Companys auctions; and the performance of the Companys at risk business. These risks and uncertainties include: the numerous factors that influence the supply of and demand for used equipment; fluctuations in the market conditions and values of used equipment; seasonal and periodic variations in operating results; actions of competitors; economic and other conditions in local, regional and global markets and other risks and uncertainties as detailed from time to time in the Companys SEC and Canadian securities filings, including the Companys Managements Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2011 and for the three and nine month periods ended September 30, 2012, available on the SEC, SEDAR and the Companys websites. Actual results may differ materially from those forward-looking statements. The Company does not undertake any obligation to update the information contained herein, which speaks only as of this date.
Condensed Consolidated Interim Income Statements
(Amounts in table and related footnotes are in USD
thousands, except share and per share amounts)
Nine months ended September 30, 2012 (unaudited) |
Nine months ended September 30, 2011 (unaudited) |
|||||||
Gross auction proceeds |
$ | 2,907,578 | $ | 2,674,491 | ||||
|
|
|
|
|||||
Auction revenues |
$ | 320,815 | $ | 282,696 | ||||
Direct expenses |
36,916 | 34,513 | ||||||
|
|
|
|
|||||
283,899 | 248,183 | |||||||
Selling, general and administrative expenses: |
||||||||
Depreciation and amortization |
30,500 | 32,054 | ||||||
Other selling, general and administrative expenses |
166,491 | 151,205 | ||||||
|
|
|
|
|||||
196,991 | 183,259 | |||||||
|
|
|
|
|||||
Earnings from operations |
86,908 | 64,924 | ||||||
Other income (expense): |
||||||||
Foreign exchange gain (loss) |
(691 | ) | 706 | |||||
Gain (loss) on disposition of property, plant and equipment |
(1,721 | ) | 3,762 | |||||
Other income |
(407 | ) | 2,722 | |||||
|
|
|
|
|||||
(2,819 | ) | 7,190 | ||||||
|
|
|
|
|||||
Finance income (costs): |
||||||||
Finance income |
1,698 | 1,757 | ||||||
Finance costs |
(5,082 | ) | (4,301 | ) | ||||
|
|
|
|
|||||
(3,384 | ) | (2,544 | ) | |||||
|
|
|
|
|||||
Earnings before income taxes |
80,705 | 69,570 | ||||||
Income taxes |
23,262 | 19,704 | ||||||
|
|
|
|
|||||
Net earnings |
$ | 57,443 | $ | 49,866 | ||||
|
|
|
|
|||||
Net earnings per share |
$ | 0.54 | $ | 0.47 | ||||
Net earnings per sharediluted |
$ | 0.54 | $ | 0.47 | ||||
Weighted average shares outstanding |
106,442,819 | 106,103,116 | ||||||
Diluted weighted average shares outstanding |
106,906,797 | 106,998,500 | ||||||
|
|
|
|
|||||
Net earnings |
$ | 57,443 | $ | 49,866 | ||||
After-tax loss (gain) on excess property (1, 2, 3) |
2,708 | (2,995 | ) | |||||
|
|
|
|
|||||
Adjusted net earnings |
$ | 60,151 | $ | 46,871 | ||||
|
|
|
|
|||||
Adjusted net earnings per share |
$ | 0.57 | $ | 0.44 | ||||
Adjusted net earnings per sharediluted |
$ | 0.56 | $ | 0.44 |
(1) | Net earnings for the nine months ended September 30, 2011 included a gain of $3,482 ($2,995 after tax, or $0.03 per diluted share) recorded on the sale of the Companys former Vancouver, British Columbia permanent auction site. |
(2) | Net earnings for the nine months ended September 30, 2012 included a loss of $1,946 ($1,197 after tax, or $0.01 per diluted share) recorded on the sale of the Companys former Olympia, Washington permanent auction site. |
(3) | Net earnings for the nine months ended September 30, 2012 included an impairment loss of $2,457 ($1,511 after tax, or $0.02 per diluted share) recorded against the Companys former permanent auction site that is held for sale in North Carolina. |
Condensed Consolidated Interim Income Statements
(Amounts in table and related footnotes are in USD
thousands, except share and per share amounts)
Three months ended | Three months ended | |||||||
September 30, 2012 | September 30, 2011 | |||||||
(unaudited) | (unaudited) | |||||||
Gross auction proceeds |
$ | 848,536 | $ | 673,362 | ||||
|
|
|
|
|||||
Auction revenues |
$ | 92,326 | $ | 79,709 | ||||
Direct expenses |
11,292 | 10,299 | ||||||
|
|
|
|
|||||
81,034 | 69,410 | |||||||
Selling, general and administrative expenses: |
||||||||
Depreciation and amortization |
10,762 | 10,949 | ||||||
Other selling, general and administrative expenses |
55,354 | 49,642 | ||||||
|
|
|
|
|||||
66,116 | 60,591 | |||||||
|
|
|
|
|||||
Earnings from operations |
14,918 | 8,819 | ||||||
Other income (expense): |
||||||||
Foreign exchange gain (loss) |
(517 | ) | 1,280 | |||||
Gain (loss) on disposition of property, plant and equipment |
4 | 119 | ||||||
Other income |
(1,653 | ) | 703 | |||||
|
|
|
|
|||||
(2,166 | ) | 2,102 | ||||||
|
|
|
|
|||||
Finance income (costs): |
||||||||
Finance income |
455 | 471 | ||||||
Finance costs |
(1,984 | ) | (1,389 | ) | ||||
|
|
|
|
|||||
(1,529 | ) | (918 | ) | |||||
|
|
|
|
|||||
Earnings before income taxes |
11,223 | 10,003 | ||||||
Income taxes |
3,052 | 3,470 | ||||||
|
|
|
|
|||||
Net earnings |
$ | 8,171 | $ | 6,533 | ||||
|
|
|
|
|||||
Net earnings per share |
$ | 0.08 | $ | 0.06 | ||||
Net earnings per sharediluted |
$ | 0.08 | $ | 0.06 | ||||
Weighted average shares outstanding |
106,454,695 | 106,325,701 | ||||||
Diluted weighted average shares outstanding |
106,831,366 | 106,899,423 | ||||||
|
|
|
|
|||||
Net earnings |
$ | 8,171 | $ | 6,533 | ||||
After-tax loss (gain) on excess property (1) |
1,511 | | ||||||
|
|
|
|
|||||
Adjusted net earnings |
$ | 9,682 | $ | 6,533 | ||||
|
|
|
|
|||||
Adjusted net earnings per share |
$ | 0.09 | $ | 0.06 | ||||
Adjusted net earnings per sharediluted |
$ | 0.09 | $ | 0.06 |
(1) | Net earnings for the three months ended September 30, 2012 included an impairment loss of $2,457 ($1,511 after tax, or $0.02 per diluted share) recorded against the Companys former permanent auction site that is held for sale in North Carolina. |
Selected Balance Sheet Data (USD thousands) | September 30, 2012 | December 31, 2011 | ||||||
(unaudited) | ||||||||
Current assets |
$ | 506,382 | $ | 253,840 | ||||
Current liabilities |
422,548 | 190,544 | ||||||
|
|
|
|
|||||
Working capital |
$ | 83,834 | $ | 63,296 | ||||
Total assets |
$ | 1,296,094 | $ | 967,241 | ||||
Non-current borrowings |
$ | 201,898 | $ | 133,881 | ||||
Total shareholders equity |
$ | 646,188 | $ | 617,906 |
Nine months ended | Nine months ended | |||||||
Selected Operating Data (unaudited) | September 30, 2012 | September 30, 2011 | ||||||
Auction revenues as percentage of gross auction proceeds |
11.03 | % | 10.57 | % | ||||
Number of consignments at industrial auctions |
31,350 | 29,850 | ||||||
Number of bidder registrations at industrial auctions |
283,500 | 268,500 | ||||||
Number of buyers at industrial auctions |
73,000 | 68,900 | ||||||
Number of lots at industrial auctions |
214,000 | 194,500 | ||||||
Number of permanent auction sites(1) |
39 | 39 | ||||||
Number of regional auction sites(1) |
5 | 4 | ||||||
Total auction sites |
44 | 43 | ||||||
Number of industrial auctions |
160 | 157 |
Twelve months ended | Twelve months ended | |||||||
Average Industrial Auction Data (unaudited) | September 30, 2012 | September 30, 2011 | ||||||
Gross auction proceeds |
$ | 16.1 million | $ | 14.5 million | ||||
Bidder registrations |
1,732 | 1,515 | ||||||
Consignors |
185 | 167 | ||||||
Lots |
1,247 | 1,087 |
(1) | Effective February 2012, the Company changed its definition of permanent auction sites and regional auction sites (formerly known as regional auction units) to better reflect recent investments, which resulted in the reclassification of four sites; refer to the Companys Annual Information Form for the year ended December 31, 2011 (filed on the SEDAR website at www.sedar.com) for further discussion. |
For further information, please contact: |
||||
Jeremy Black |
||||
Vice President, Business Development |
||||
Corporate Secretary |
||||
Phone: |
778 331 5500 | |||
Fax: |
778 331 4628 | |||
Email: |
ir@rbauction.com |
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