SEC Company Response from RB GLOBAL INC. (RBA) (CIK 0001046102) (RBA) — Nov 3, 2016
RB GLOBAL INC. (RBA) (CIK 0001046102)
Date: Nov. 3, 2016 · CIK: 0001046102 · Accession: 0001279569-16-004596
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-13425
Referenced dates: October 20, 2016
Letter
VIA EDGAR SUBMISSION Office of Information Technologies and Services United States Securities and Exchange Commission 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 Ms. Collins:
This letter is written in response to the comments included in your letter dated October 20, 2016, regarding your review of Ritchie Bros. Auctioneers Incorporated’s Forms 10-K, 10-Q, and 8-K referenced above. We have included your original comments in bold text below for your convenience. References in this letter to “we”, “our”, “us” or “the company” are to Ritchie Bros. Auctioneers Incorporated and its subsidiaries.
Comments and Responses for Form 10-Q for the Quarterly Period Ended June 30, 2016
“Part I, 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 Invested 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 non-GAAP measures do not 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.
For future filings, if we include a non-GAAP measure, we will present the comparable GAAP measure with equal or greater prominence as set forth in Item 10(e)(1)(i)(A) of Regulation S-K and 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.
For future filings, if we include a non-GAAP measure, we will clearly label them as such.
Please contact me if you have any additional questions after reviewing our responses to your comments.
Very truly yours,
/s/ Sharon R. Driscoll
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filename1.htm
Ritchie
Bros. Auctioneers Incorporated
9500 Glenlyon Parkway, Burnaby,
BC Canada V5J0C6
Tel:
778-331-5500 •
Fax: 778-331-4628
rbauction.com
November 3, 2016
VIA EDGAR SUBMISSION
Kathleen Collins
Accounting Branch Chief
Office of Information Technologies and Services
United States Securities and Exchange Commission
Washington, D.C 20549
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 Ms. Collins:
This letter is written in response to the comments included
in your letter dated October 20, 2016, regarding your review of Ritchie Bros. Auctioneers Incorporated’s Forms 10-K, 10-Q,
and 8-K referenced above. We have included your original comments in bold text below for your convenience. References in this letter
to “we”, “our”, “us” or “the company” are to Ritchie Bros. Auctioneers Incorporated
and its subsidiaries.
Comments and Responses for Form 10-Q for the Quarterly Period
Ended June 30, 2016
“Part I, 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 Invested 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 non-GAAP measures do not 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.
For future
filings, if we include a non-GAAP measure, we will present the comparable GAAP measure with equal or greater prominence as set
forth in Item 10(e)(1)(i)(A) of Regulation S-K and 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.
For future filings, if we include a non-GAAP measure, we will
clearly label them as such.
Please contact me if you have any additional questions
after reviewing our responses to your comments.
Very truly yours,
/s/ Sharon R. Driscoll
Sharon R. Driscoll
Chief Financial Officer
Ritchie Bros. Auctioneers Incorporated