SEC Comment Letter for RB GLOBAL INC. (RBA) (CIK 0001046102) (RBA) — Oct 20, 2016
RB GLOBAL INC. (RBA) (CIK 0001046102)
Date: Oct. 20, 2016 · CIK: 0001046102 · Accession: 0000000000-16-097849
AI Filing Summary & Sentiment
File numbers found in text: 001-13425
Letter
Mail Stop 4561 October 20, 2016 Mr. Ravichandra K. Saligram Chief Executive Officer Ritchie Bros . Auctioneers Incorporated 9500 Glenlyon Parkway Burnaby, British Columbia, Canada V5J 0C6
Re: Ritchie Bros . Auctioneers Incorporated Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 25, 2016 Form 10 -Q for the Quarterly Period Ended June 30, 2016 Filed August 8, 2016 Form 8 -K furnished August 8, 2016 File No. 001-13425
Dear Mr. Saligram :
We have limited our review of your filing s to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understan d your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please t ell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -Q for the Quarterly Period Ended June 30, 2016
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations , page 35
1. We note several instances where you present a non -GAAP measure without presenting the comparable GAAP measure. For example, you present EBITDA Margin, Debt/Adjusted EBITDA, Adjusted Dividend Payout Ratio, and Return on Inv ested Capital (“ROIC”) in your Form -10-Q and you also present Working Capital Intensity and Return on Net Assets (“RONA”) in your Form 8 -K filed August 8, 2016 without presenting the comparable GAAP measure. Please revise your future filings to include the comparable GAAP measures and ensure that your n on-GAAP measures do not
Mr. Ravichandra K. Saligram Ritchie Bros . Auctioneers Incorporated October 20, 2016 Page 2
precede the most directly comparable GAAP measure . See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.
2. We note several instances in your Form 10 -Q and your August 8, 2016 Form 8 -K where you present a non -GAAP measure that is not clearly labeled as such. For example, ROIC, RONA, and Working Capital Intensity. Please revise your disclosures in future filings to clearly label these measures as non-GAAP.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Christine Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments on the financial statements and rel ated matters. Please contact me at (202) 551 -3499 with any other questions.
Sincerely,
/s/ Kathleen Collins
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Mail Stop 4561 October 20, 2016 Mr. Ravichandra K. Saligram Chief Executive Officer Ritchie Bros . Auctioneers Incorporated 9500 Glenlyon Parkway Burnaby, British Columbia, Canada V5J 0C6 Re: Ritchie Bros . Auctioneers Incorporated Form 10-K for the Fiscal Year Ended December 31, 2015 Filed February 25, 2016 Form 10 -Q for the Quarterly Period Ended June 30, 2016 Filed August 8, 2016 Form 8 -K furnished August 8, 2016 File No. 001-13425 Dear Mr. Saligram : We have limited our review of your filing s to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understan d your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please t ell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -Q for the Quarterly Period Ended June 30, 2016 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations , page 35 1. We note several instances where you present a non -GAAP measure without presenting the comparable GAAP measure. For example, you present EBITDA Margin, Debt/Adjusted EBITDA, Adjusted Dividend Payout Ratio, and Return on Inv ested Capital (“ROIC”) in your Form -10-Q and you also present Working Capital Intensity and Return on Net Assets (“RONA”) in your Form 8 -K filed August 8, 2016 without presenting the comparable GAAP measure. Please revise your future filings to include the comparable GAAP measures and ensure that your n on-GAAP measures do not Mr. Ravichandra K. Saligram Ritchie Bros . Auctioneers Incorporated October 20, 2016 Page 2 precede the most directly comparable GAAP measure . See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016. 2. We note several instances in your Form 10 -Q and your August 8, 2016 Form 8 -K where you present a non -GAAP measure that is not clearly labeled as such. For example, ROIC, RONA, and Working Capital Intensity. Please revise your disclosures in future filings to clearly label these measures as non-GAAP. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Megan Akst, Senior Staff Accountant at (202) 551 -3407 or Christine Dietz, Assistant Chief Accountant at (202) 551 -3408 if you have questions regarding comments on the financial statements and rel ated matters. Please contact me at (202) 551 -3499 with any other questions. Sincerely, /s/ Kathleen Collins Kathl een Collins Accounting Branch Chief Office of Information Technologies and Services