Business Combinations (Tables)

6 Months Ended

Jun. 30, 2017

Schedule of Assets Acquired and Liabilities Assumed

		May 31, 2017
Purchase price	$	776,562

Assets acquired:
Cash and cash equivalents	$	95,626
Restricted cash		3,000
Trade and other receivables		13,021
Inventory		1,012
Advances against auction contracts		4,623
Prepaid expenses and deposits		1,233
Income taxes receivable		170
Property, plant and equipment		2,381
Other non-current assets		2,551
Deferred tax assets		1,497
Intangible assets ~		188,000

Liabilities assumed:
Auction proceeds payable		63,616
Trade and other payables		14,423
Income taxes payable		55
Deferred tax liabilities		25,868
Fair value of identifiable net assets acquired		209,152
Goodwill acquired on acquisition	$	567,410

~Intangible assets consist of indefinite-lived trade names and trademarks, customer relationships with estimated useful lives of ranging from six to 13 years, and a technology platform with an estimated useful life of 7 years.

Schedule of Net Cash Flows and Purchase Price



		May 31, 2017
Cash consideration paid to former equity holders	$	723,810
Settlement of IronPlanet's debt		36,313
Settlement of IronPlanet's transaction costs		12,583
Cash consideration paid on closing		772,706
Less: cash and cash equivalents acquired		(95,626)
Less: restricted cash acquired		(3,000)
Acquisition of IronPlanet, net of cash acquired	$	674,080

Cash consideration paid on closing	$	772,706
Replacement stock option awards attributable to pre-
combination services		4,926
Stock option compensation expense from accelerated vesting
of awards attributable to post-combination services		(2,596)
Cash consideration payable within 90 days of acquisition date		1,859
Settlement of pre-existing intercompany balances		(333)
Purchase price	$	776,562

Pro Forma Financial Information



	Three months ended				Six months ended
	June 30,				June 30,
Six months ended June 30,		2017		2016		2017		2016
Revenue	$	185,485	$	187,089	$	340,029	$	349,893
Net income		25,775		28,403		43,825		28,373
Basic earnings per share		0.24		0.26		0.41		0.25
Diluted earnings per share		0.23		0.26		0.40		0.25

Mascus International Holdings BV [Member]

Schedule of Assets Acquired and Liabilities Assumed



February 19, 2016
Purchase price	$	29,580
Fair value of contingent consideration		3,431
Non-controlling interests (1)		596
Total fair value at Mascus Acquisition Date		33,607

Fair value of assets acquired:
Cash and cash equivalents	$	1,457
Trade and other receivables		1,290
Prepaid expenses		528
Property, plant and equipment		104
Intangible assets (2)		14,817

Fair value of liabilities assumed:
Trade and other payables		1,533
Other non-current liabilities		37
Deferred tax liabilities		2,683
Fair value of identifiable net assets acquired		13,943
Goodwill acquired on acquisition	$	19,664

(1)

The Company acquired 100% of Mascus and within the Mascus group of entities there were two subsidiaries that were not wholly-owned, one domiciled in the United States and one domiciled in Denmark. As such, the Company acquired non-controlling interests. The fair value of each non-controlling interest was determined using an income approach based on cash flows of the respective entities that were attributable to the non-controlling interest. On May 27, 2016, Ritchie Bros. Holdings (America) Inc. acquired the remaining issued and outstanding shares of the Mascus subsidiary domiciled in the United States for cash consideration of $226,000.

(2)

Intangible assets consist of customer relationships with estimated useful lives of 17 years, indefinite-lived trade names, and software assets with estimated useful lives of five years.

Petrowsky Auctioneers Inc. [Member]

Schedule of Assets Acquired and Liabilities Assumed



		August 1, 2016
Purchase price	$	6,250
Fair value of contingent consideration		1,433
Total fair value at Petrowsky Acquisition Date		7,683

Assets acquired:
Property, plant and equipment	$	441
Intangible assets ~		2,934
Fair value of identifiable net assets acquired		3,375
Goodwill acquired on acquisition	$	4,308

~Consists of customer relationships with estimated useful lives of 10 years.

Kramer Auctions Ltd. [Member]

Schedule of Assets Acquired and Liabilities Assumed

		November 15, 2016
Purchase price	$	11,138
Deferred purchase note consideration		223
Fair value of contingent consideration		538
Total fair value at Petrowsky Acquisition Date		11,899

Assets acquired:
Property, plant and equipment	$	399
Intangible assets ~		4,678
Fair value of identifiable net assets acquired		5,077
Goodwill acquired on acquisition	$	6,822

~Consists of customer relationships and trade names with estimated useful lives of 10 and three years, respectively.