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 December 31, 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 February 26, 2013 reporting the Companys results as at and for the period ended December 31, 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: February 26, 2013 | ||||||
By: | /s/ Darren Watt | |||||
Darren Watt Corporate Secretary |
Exhibit 99.1
NEWS RELEASE
RITCHIE BROS. AUCTIONEERS ANNOUNCES ANNUAL RESULTS
FOR IMMEDIATE RELEASE: February 26, 2013
VANCOUVER, BRITISH COLUMBIA Ritchie Bros. Auctioneers Incorporated (NYSE and TSX: RBA), the worlds largest auctioneer of industrial equipment, announces net earnings for the year ended December 31, 2012 of $79.5 million, or $0.74 per diluted share, and adjusted net earnings of $82.6 million, or $0.77 per diluted share. This compares to net earnings of $76.6 million, or $0.72 per diluted share, and adjusted net earnings of $73.6 million, or $0.69 per diluted share, for the year ended December 31, 2011, representing a 12% increase in adjusted net earnings. Adjusted net earnings is a non-IFRS financial measure and is defined below. Excluding the acquisition and operational costs related to AssetNation, the growth in the Companys adjusted net earnings would have been 17% in 2012. The Companys auction revenues for the year ended December 31, 2012 grew 11% to $438.0 million compared to $396.1 million for the same period in 2011. All dollar amounts in this release are presented in U.S. dollars.
For the three months ended December 31, 2012 net earnings were $22.1 million or $0.21 per diluted share and adjusted net earnings were $22.4 million or $0.21 per diluted share compared to net earnings and adjusted net earnings of $26.8 million or $0.25 per diluted share for the same period in 2011, representing a 16% decrease in adjusted net earnings.
Gross auction proceeds and auction revenues
For the year ended December 31, 2012, gross auction proceeds were a record $3.9 billion, 5% higher than in 2011. Gross auction proceeds is a non-IFRS financial measure and is defined below. The Companys auction revenue rate (auction revenues as a percentage of gross auction proceeds) was 11.21% during the year ended December 31, 2012 compared to 10.66% in 2011. The Companys at risk business, which is comprised of guarantee and purchase contracts, represented 32% of gross auction proceeds in 2012 (2011: 36%).
For the three months ended December 31, 2012, gross auction proceeds were $1.0 billion, 4% lower than the same period in 2011. The Companys auction revenue rate was 11.71% during the three months ended December 31, 2012 compared to 10.91% in the same period in 2011.
Summary comments
2012 was another year of volatility in the used equipment market. During the year, we saw competition remain strong, used equipment prices rise then flatten, and ultimately the supply and demand for used equipment became more balanced , said Peter Blake, Ritchie Bros. CEO. Our at-risk business experienced wide variations in performance but, for the year, it performed within our expectations. We reached some great milestones during the year, beyond achieving the highest ever gross auction proceeds of $3.9 billion, which included significant gains in our online presence with over 5 million unique visitors to our website, $1.3 billion in sales to internet bidders at our auctions and over $1 billion of volume at our Canada auctions. These all contributed to another growth year in gross auction proceeds. We felt 2012, even with adjusted net earnings growth of 17% excluding costs associated with AssetNation, was not an optimal year. If we had executed we would have had an even strong year. This has focused us on executing specific strategies in 2013.
Mr. Blake continued: Looking forward to 2013, we remain committed to our strategic pillars GROW-ADD-PERFORM which will help us focus on executing our 2013 plan. We believe the used equipment marketplace has evolved into a more familiar environment with improving prospects for growth over the long term. We have made significant strategic investments in our infrastructure, people and processes and now it is about execution to ensure we continue to be the trusted source for the worlds builders to easily and confidently exchange equipment.
EquipmentOne
As previously announced on January 22, 2013, the Company launched a new online equipment marketplace called Richie Bros. EquipmentOne. Complementary to the Companys flagship unreserved auction business, Ritchie Bros. EquipmentOne (www.EquipmentOne.com) is a secure online marketplace for equipment and materials. Buyers and sellers can use Ritchie Bros. EquipmentOne to negotiate, complete and settle their transactions in a safe and transparent environment. Core marketplace functionality has now been released and enhancements are being made on an ongoing basis; the next major release and full commercial launch is scheduled for the second quarter of 2013.
Quarterly Dividend
The Company also announced on January 21, 2013 the declaration of a quarterly dividend of $0.1225 per common share payable on March 8, 2013 to shareholders of record on February 15, 2013. In 2012, the Company paid approximately $50 million in regular cash dividends, an 8% increase over 2011.
Online bidding statistics
Ritchie Bros. sold over $1.3 billion of equipment, trucks and other assets to online buyers during 2012, representing a 18% increase from 2011 and more than any other auction company in the world. Internet bidders continued to comprise over 60% of the total bidder registrations at Ritchie Bros. industrial auctions in 2012.
Website statistics
The Ritchie Bros. website (www.rbauction.com) attracted roughly 5.6 million unique visitors in 2012, a 40% increase compared to 2011.
Definitions of non-IFRS 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-IFRS 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 eliminates the impact of items 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. (NYSE and TSX: RBA) is the worlds largest seller of used equipment for the construction, transportation, agricultural, material handling, energy, mining, forestry, marine and other industries. Ritchie Bros. offers compelling solutions that make it easy for the worlds builders to buy and sell equipment with confidence. The Company conducts hundreds of unreserved public auctions each year, selling more equipment to on-site and online bidders than any other company in the world (rbauction.com). The Company also operates an online marketplace through Ritchie Bros. EquipmentOne (EquipmentOne.com) and a range of value-added services, including equipment financing for customers through Ritchie Bros. Financial Services (rbauctionfinance.com). The Company has over 110 locations in more than 25 countries, including 44 auction sites worldwide.
Earnings Conference Call
Ritchie Bros. is hosting a conference call to discuss its financial results for the year ended December 31, 2012 at 8:00am Pacific Time (11:00am Eastern Time) on February 26, 2013. 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; the continued growth of the Companys unreserved auction business; the impact from launching a new online, non-auction marketplace; and the timing of the next major release and full commercial launch of the Companys new online marketplace. 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; the success of the Companys new initiatives (including the new online equipment marketplace); 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, 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 Income Statements (Amounts in table and related footnotes are in USD thousands, except share and per share amounts) |
Year ended December 31, 2012 |
Year ended December 31, 2011 |
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Gross auction proceeds |
$ | 3,907,991 | $ | 3,714,281 | ||||
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Auction revenues |
$ | 437,955 | $ | 396,099 | ||||
Direct expenses |
49,687 | 48,044 | ||||||
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|
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388,268 | 348,055 | |||||||
Selling, general and administrative expenses: |
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SG&A expenses excluding depreciation and amortization |
227,091 | 201,935 | ||||||
Depreciation and amortization |
41,138 | 42,408 | ||||||
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268,229 | 244,343 | |||||||
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|
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Earnings from operations |
120,039 | 103,712 | ||||||
Other income (expense): |
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Foreign exchange gain (loss) |
(619 | ) | (585 | ) | ||||
Gain (loss) on disposition of property, plant and equipment |
(2,074 | ) | 3,861 | |||||
Other income |
(891 | ) | 4,242 | |||||
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(3,584 | ) | 7,518 | ||||||
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|
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Finance income (costs): |
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Finance income |
2,420 | 2,326 | ||||||
Finance costs |
(6,860 | ) | (5,541 | ) | ||||
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|
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(4,440 | ) | (3,215 | ) | |||||
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Earnings before income taxes |
112,015 | 108,015 | ||||||
Income taxes |
32,469 | 31,382 | ||||||
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Net earnings |
$ | 79,546 | $ | 76,633 | ||||
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Net earnings per share |
$ | 0.75 | $ | 0.72 | ||||
Net earnings per sharediluted |
$ | 0.74 | $ | 0.72 | ||||
Weighted average shares outstanding |
106,469,665 | 106,164,237 | ||||||
Diluted weighted average shares outstanding |
106,923,852 | 106,983,757 | ||||||
Net earnings |
$ | 79,546 | $ | 76,633 | ||||
After-tax loss (gain) on excess property (1, 2, 3, 4) |
3,004 | (2,995 | ) | |||||
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Adjusted net earnings |
$ | 82,550 | $ | 73,638 | ||||
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Adjusted net earnings per share |
$ | 0.78 | $ | 0.69 | ||||
Adjusted net earnings per sharediluted |
$ | 0.77 | $ | 0.69 |
(1) | Net earnings for the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2012 included a net impairment loss of $2,172 ($1,336 after tax, or $0.01 per diluted share) recorded against the Companys former permanent auction site that is held for sale in Statesville, North Carolina. |
(4) | Net earnings for the year ended December 31, 2012 included an impairment loss of $632 ($471 after tax, or $0.01 per diluted share) recorded against the Companys former permanent auction site in London, Ontario. |
Condensed Consolidated Income Statements (Amounts in table and related footnotes are in USD thousands, except share and per share amounts) |
Three months ended December 31, 2012 (unaudited) |
Three months ended December 31, 2011 (unaudited) |
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Gross auction proceeds |
$ | 1,000,413 | $ | 1,039,790 | ||||
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Auction revenues |
$ | 117,140 | $ | 113,403 | ||||
Direct expenses |
12,771 | 13,531 | ||||||
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|
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104,369 | 99,872 | |||||||
Selling, general and administrative expenses: |
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SG&A expenses excluding depreciation and amortization |
60,600 | 50,730 | ||||||
Depreciation and amortization |
10,638 | 10,354 | ||||||
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71,238 | 61,084 | |||||||
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Earnings from operations |
33,131 | 38,788 | ||||||
Other income (expense): |
||||||||
Foreign exchange gain (loss) |
72 | (1,291 | ) | |||||
Gain (loss) on disposition of property, plant and equipment |
(353 | ) | 99 | |||||
Other income |
(484 | ) | 1,520 | |||||
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(765 | ) | 328 | ||||||
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Finance income (costs): |
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Finance income |
722 | 569 | ||||||
Finance costs |
(1,778 | ) | (1,240 | ) | ||||
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(1,056 | ) | (671 | ) | |||||
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Earnings before income taxes |
31,310 | 38,445 | ||||||
Income taxes |
9,207 | 11,678 | ||||||
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Net earnings |
$ | 22,103 | $ | 26,767 | ||||
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Net earnings per share |
$ | 0.21 | $ | 0.25 | ||||
Net earnings per sharediluted |
$ | 0.21 | $ | 0.25 | ||||
Weighted average shares outstanding |
106,545,880 | 106,345,608 | ||||||
Diluted weighted average shares outstanding |
106,953,754 | 106,720,475 | ||||||
Net earnings |
$ | 22,103 | $ | 26,767 | ||||
After-tax loss (gain) on excess property (1,2) |
296 | | ||||||
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Adjusted net earnings |
$ | 22,399 | $ | 26,767 | ||||
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Adjusted net earnings per share |
$ | 0.21 | $ | 0.25 | ||||
Adjusted net earnings per sharediluted |
$ | 0.21 | $ | 0.25 |
(1) | Net earnings for the three months ended December 31, 2012 included an impairment reversal of $285 ($175 after tax, or $0.00 per diluted share) recorded against the Companys former permanent auction site that is held for sale in Statesville, North Carolina. |
(2) | Net earnings for the three months ended December 31, 2012 included an impairment loss of $632 ($471 after tax, or $0.01 per diluted share) recorded against the Companys former permanent auction site in London, Ontario. |
Selected Balance Sheet Data (USD thousands) | As at December 31, 2012 |
As at December 31, 2011 |
||||||
Current assets |
$ | 345,601 | $ | 253,840 | ||||
Current liabilities |
249,548 | 190,544 | ||||||
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Working capital |
$ | 96,053 | $ | 63,296 | ||||
Total assets |
$ | 1,132,498 | $ | 967,241 | ||||
Non-current borrowings |
$ | 200,746 | $ | 133,881 | ||||
Total shareholders equity |
$ | 656,531 | $ | 617,906 | ||||
Selected Operating Data (unaudited) | Year ended December 31, 2012 |
Year ended December 31, 2011 |
||||||
Auction revenues as percentage of gross auction proceeds |
11.21 | % | 10.66 | % | ||||
Number of consignments at industrial auctions |
42,100 | 41,300 | ||||||
Number of bidder registrations at industrial auctions |
389,500 | 385,000 | ||||||
Number of buyers at industrial auctions |
99,250 | 95,550 | ||||||
Number of lots at industrial auctions |
287,000 | 268,500 | ||||||
Number of permanent auction sites |
39 | 39 | ||||||
Number of regional auction sites |
5 | 4 | ||||||
Total auction sites |
44 | 43 | ||||||
Number of industrial auctions |
221 | 228 | ||||||
Average Industrial Auction Data (unaudited) | Twelve months ended December 31, 2012 |
Twelve months ended December 31, 2011 |
||||||
Gross auction proceeds |
$ | 16.5 million | $ | 15.5 million | ||||
Bidder registrations |
1,760 | 1,690 | ||||||
Consignors |
190 | 181 | ||||||
Lots |
1,300 | 1,180 |
For further information, please contact:
Rob McLeod
Chief Financial Officer
Phone: 778 331 5500
Email: ir@rbauction.com
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