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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
------------------------------------
RITCHIE BROS. AUCTIONEERS INCORPORATED
9200 Bridgeport Road
Richmond, BC, Canada
V6X 1S1
(604) 273 7564
(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 whether the registrant by furnishing information
contained
in this Form 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
---
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<PAGE> 2
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements do not include
all information and footnotes required by Canadian or United States generally
accepted accounting principles. However, in the opinion of management, all
adjustments (which consist only of normal recurring adjustments) necessary for a
fair presentation of the results of operations for the relevant periods have
been made. Results for the interim periods are not necessarily indicative of the
results to be expected for the year or any other period. These financial
statements should be read in conjunction with the summary of accounting policies
and the notes to the consolidated financial statements included in the Company's
Report on Form 40-F for the fiscal year ended December 31, 1999, a copy of which
has been filed with the Securities and Exchange Commission.
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RITCHIE BROS. AUCTIONEERS INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS EXCEPT PER SHARE AMOUNTS)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------------
2000 1999
---------- ----------
<S> <C> <C>
Auction revenues............................................ $ 26,769 $ 18,013
Direct expenses............................................. 3,926 2,752
---------- ----------
22,843 15,261
Expenses:
Depreciation and amortization............................. 1,718 734
General and administrative................................ 15,087 11,902
---------- ----------
16,805 12,636
---------- ----------
Income from operations...................................... 6,038 2,625
Other income (expenses):
Interest expense.......................................... (746) (243)
Other..................................................... 334 267
---------- ----------
(412) 24
---------- ----------
Income before income taxes.................................. 5,626 2,649
Income taxes:
Current................................................... 1,808 851
Future.................................................... 209 166
---------- ----------
2,017 1,017
---------- ----------
Net income.................................................. $ 3,609 $ 1,632
========== ==========
Net income per share (In accordance with Canadian and
United States GAAP)
Basic..................................................... $ 0.22 $ 0.10
========== ==========
Diluted................................................... $ 0.21 $ 0.10
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
3
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RITCHIE BROS. AUCTIONEERS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
2000 1999
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $124,461 $ 55,921
Accounts receivable....................................... 36,245 9,645
Inventory................................................. 12,385 3,495
Advances against auction contracts........................ 2,199 856
Prepaid expenses and deposits............................. 892 1,221
Income taxes recoverable.................................. -- 865
-------- --------
176,182 72,003
Capital assets (note 2)..................................... 121,995 110,459
Goodwill.................................................... 31,354 31,767
Future income taxes......................................... 1,708 1,917
-------- --------
$331,239 $216,146
======== ========
LIABILITIES AND EQUITY
Current liabilities:
Auction proceeds payable.................................. $122,899 $ 16,178
Accounts payable and accrued liabilities.................. 13,635 17,891
Short-term debt........................................... 8,775 6,529
Current bank term loans (note 3).......................... 6,613 5,425
Income taxes payable...................................... 206 --
-------- --------
152,128 46,023
Bank term loans (note 3).................................... 42,340 35,728
-------- --------
194,468 81,751
SHAREHOLDERS' EQUITY
Share capital (note 4).................................... 69,130 69,130
Additional paid-in capital................................ 4,332 4,332
Retained earnings......................................... 67,661 64,052
Foreign currency translation adjustment................... (4,352) (3,119)
-------- --------
$136,771 $134,395
-------- --------
$331,239 $216,146
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
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RITCHIE BROS. AUCTIONEERS INCORPORATED
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
(unaudited)
<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY TOTAL
SHARE PAID-IN RETAINED TRANSLATION SHAREHOLDERS'
CAPITAL CAPITAL EARNINGS ADJUSTMENT EQUITY
------- ---------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1999.............. $69,130 $4,332 $64,052 $(3,119) $134,395
Net income............................ -- -- 3,609 -- 3,609
Foreign currency translation
adjustment......................... -- -- -- (1,233) (1,233)
------- ------ ------- ------- --------
Balance, March 31, 2000................. $69,130 $4,332 $67,661 $(4,352) (136,771)
======= ====== ======= ======= ========
</TABLE>
See accompanying notes to consolidated financial statements.
5
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RITCHIE BROS. AUCTIONEERS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
2000 1999
-------- --------
<S> <C> <C>
Cash provided by (used in)
Operations:
Net income................................................ $ 3,609 $ 1,632
Items not involving the use of cash
Depreciation........................................... 1,305 734
Future income taxes.................................... 209 166
Amortization of goodwill............................... 413 --
Changes in non-cash working capital:
Accounts receivable.................................... (26,600) (33,595)
Inventory.............................................. (8,890) (7,546)
Advances against auction contracts..................... (1,343) (5,053)
Prepaid expenses and deposits.......................... 329 (751)
Auction proceeds payable............................... 106,721 92,069
Accounts payable and accrued liabilities............... (4,256) (8,149)
Income taxes payable................................... 1,071 (2,180)
Foreign currency translation adjustment................... (1,233) (422)
-------- --------
71,335 36,905
-------- --------
Financing:
Issuance of share capital, net of issue costs............. -- 1,345
Bank term loans........................................... 7,800 1,927
Short-term debt........................................... 2,246 --
-------- --------
10,046 3,272
-------- --------
Investments:
Capital asset additions, net.............................. (12,841) (5,291)
-------- --------
Increase in cash and cash equivalents....................... 68,540 34,886
Cash and cash equivalents, beginning of period.............. 55,921 73,620
-------- --------
Cash and cash equivalents, end of period.................... $124,461 $108,506
======== ========
Supplemental disclosure of cash flow information
Interest paid............................................. $ 746 $ 248
Income taxes paid......................................... $ 662 $ 2,161
</TABLE>
See accompanying notes to consolidated financial statements.
6
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RITCHIE BROS. AUCTIONEERS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
MARCH 31, 2000
(Information as at March 31, 2000 and for the three-month periods
ended March 31, 2000 and 1999 is unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES:
(a) BASIS OF PRESENTATION:
These unaudited consolidated financial statements present the financial
position, results of operations and changes in shareholders' equity and cash
flows of Ritchie Bros. Auctioneers Incorporated (the "Company").
These consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles for interim financial
information. There are no measurement differences between Canadian and United
States generally accepted accounting principles.
2. CAPITAL ASSETS
Capital assets at March 31, 2000 are as follows:
<TABLE>
<CAPTION>
ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
-------- ------------ --------
<S> <C> <C> <C>
Land and improvements................................... $ 59,181 $ 1,559 $ 57,622
Buildings............................................... 57,287 3,900 53,387
Automotive equipment.................................... 6,911 2,235 4,676
Computer equipment...................................... 2,706 1,194 1,512
Computer software....................................... 833 249 584
Yard equipment.......................................... 3,593 1,419 2,174
Office equipment........................................ 3,143 1,410 1,733
Leasehold improvements.................................. 447 140 307
-------- ------- --------
$134,101 $12,106 $121,995
======== ======= ========
</TABLE>
Capital assets at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
-------- ------------ --------
<S> <C> <C> <C>
Land and improvements................................... $ 55,404 $ 1,426 $ 53,978
Buildings............................................... 49,891 3,535 46,356
Automotive equipment.................................... 6,633 2,224 4,409
Computer equipment...................................... 2,492 1,131 1,361
Computer software....................................... 525 185 340
Yard equipment.......................................... 3,474 1,391 2,083
Office equipment........................................ 2,999 1,329 1,670
Leasehold improvements.................................. 380 118 262
-------- ------- --------
$121,798 $11,339 $110,459
======== ======= ========
</TABLE>
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RITCHIE BROS. AUCTIONEERS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(TABULAR DOLLAR AMOUNTS EXPRESSED IN THOUSANDS OF UNITED STATES DOLLARS)
MARCH 31, 2000
(Information as at March 31, 2000 and for the three-month periods
ended March 31, 2000 and 1999 is unaudited)
3. BANK TERM LOANS:
During the quarter ended March 31, 2000, the Company entered into unsecured
term loans totalling $10,000,000 to finance the development of auction
properties. This is comprised of two loans each for $5,000,000 bearing interest
at 7.81% and 7.91% respectively. The Company is required to make minimum annual
payments on each loan of $500,000 and $714,300 respectively, beginning in 2001
in respect of the principal amount of the debt.
4. SHARE CAPITAL:
(a) SHARES ISSUED
<TABLE>
<S> <C>
Issued and outstanding, December 31, 1999................... 16,733,264
For cash, pursuant to stock options exercised............. 7,868
----------
Issued and outstanding, March 31, 2000...................... 16,741,132
==========
</TABLE>
(b) OPTIONS
<TABLE>
<CAPTION>
NUMBER OF
SHARES EXERCISE PRICE
--------- --------------
<S> <C> <C>
Outstanding, December 31, 1999.............................. 195,236 $0.10 - 38.625
Granted................................................... 48,000 26.688
Exercised................................................. (7,868) 0.10
Cancelled................................................. (6,000) 0.10
------- --------------
Outstanding, March 31, 2000................................. 229,368 $0.10 - 38.625
======= ==============
</TABLE>
The options outstanding at March 31, 2000 expire from dates ranging to
February 1, 2010.
(c) WARRANTS
<TABLE>
<S> <C>
Outstanding, December 31, 1999.............................. 400,000
Outstanding, March 31, 2000................................. 400,000
</TABLE>
The warrants are fully vested and have an exercise price of $26.69 per
share and expire on April 1, 2001.
5. OTHER:
CONSOLIDATED STATEMENTS OF COMPREHENSIVE NET INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
------------------
2000 1999
------- -------
<S> <C> <C>
Net income.................................................. $3,609 $1,632
Other comprehensive income adjustments
Foreign currency translation.............................. (1,233) (422)
------ ------
Comprehensive net income in accordance with United States
GAAP...................................................... $2,376 $1,210
====== ======
</TABLE>
8
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The following discussion summarizes the significant factors affecting the
consolidated operating results and financial condition of Ritchie Bros.
Auctioneers Incorporated ("Ritchie Bros." or the "Company") for the three months
ended March 31, 2000 compared to the three months ended March 31, 1999. This
discussion should be read in conjunction with the consolidated financial
statements and notes thereto included herein and included in the Company's
Annual Report and Report on Form 40-F for the year ended December 31, 1999. The
Company prepares its consolidated financial statements in accordance with
generally accepted accounting principles in Canada. There are no measurement
differences between Canadian and United States generally accepted accounting
principles. Amounts discussed below are based on consolidated financial
statements prepared in accordance with Canadian accounting principles.
Ritchie Bros. is the world's leading auctioneer of industrial equipment. At
March 31, 2000, the Company operated from over 70 locations in North and Central
America, Europe, Asia, Australia, Africa and the Middle East. The Company sells,
through unreserved public auctions, a broad range of used equipment, including
equipment utilized in the construction, transportation, mining, forestry,
petroleum and agricultural industries.
Gross auction sales represent the aggregate selling prices of all items
sold at Ritchie Bros. auctions during the periods indicated. Gross auction sales
are key to understanding the financial results of the Company, since the amount
of auction revenues and to a lesser extent, certain expenses, are dependent on
it. Auction revenues include commissions earned as agent for consignors through
both straight commission and gross guarantee contracts, plus the net profit on
the sale of equipment purchased and sold by the Company as principal. Under a
gross guarantee contract, the consignor is guaranteed a minimum amount of
proceeds on the sale of its equipment. When the Company guarantees gross
proceeds, it earns a commission on the guaranteed amount and typically
participates in a negotiated percentage of proceeds, if any, in excess of the
guaranteed amount. If auction proceeds are less than the guaranteed amount, the
Company's commission would be reduced, or, if sufficiently lower, the Company
would incur a loss. Auction revenues are reduced by the amount of any losses on
gross guarantee consignments and sales by the Company as principal. Auction
revenues also include interest income earned that is incidental to the auction
business.
The Company's gross auction sales and auction revenues are affected by the
seasonal nature of the auction business. Gross auction sales and auction
revenues tend to increase during the second and fourth calendar quarters during
which the Company generally conducts more auctions than in the first and third
calendar quarters. The Company's gross auction sales and auction revenues are
also affected on a period-to-period basis by the timing of major auctions. In
newer markets where the Company is developing operations, the number and size of
auctions and, as a result, the level of gross auction sales and auction
revenues, is likely to vary more dramatically from period-to-period than in the
Company's established markets where the number, size and frequency of the
Company's auctions are more consistent. Finally, economies of scale are achieved
as the Company's operations in a region mature from conducting intermittent
auctions, establishing a regional auction unit, and ultimately to developing a
permanent auction site. Economies of scale are also achieved when the size of
the Company's auctions increases.
The Company is aware of potential restrictions that may affect the ability
of equipment owners to transport certain equipment between some jurisdictions.
Management believes that these potential restrictions have not had a significant
impact on the Company's business, financial condition or results of operations
to date. However, the extent of any future impact on the Company's business,
financial condition or results of operations from these potential restrictions
cannot be predicted at this time.
Although the Company cannot accurately anticipate the future effect of
inflation, inflation historically has not had a material effect on the Company's
operations.
In the first three months of 2000, the Company purchased 318 acres of land
(with plans to develop 125 acres) in Edmonton, Alberta with the intention of
constructing a permanent auction site to service the
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Edmonton market. The new site is expected to replace the Company's existing 24
acre Edmonton permanent auction site in the second half of 2001. In addition, in
the first quarter of 2000, the Company opened new permanent auction sites in
Perris, California and Morris, Illinois, replacing existing regional auction
units.
Finally, in the first quarter of 2000, the Company began a program of live
auction broadcasts over the Internet and continued its work on other Internet
initiatives designed to enhance the Company's auction business.
RESULTS OF OPERATIONS
AUCTION REVENUES
Auction revenues of $26.8 million for the three months ended March 31, 2000
increased by $8.8 million, or 48.60%, from the comparable period in 1999 due to
higher average auction revenue rates and increased gross auction sales. Gross
auction sales of $289.9 million for the three months ended March 31, 2000
increased $88.2 million, or 43.7%, from the comparable period in the prior year,
primarily as a result of increased gross auction sales in the United States and
Asia, partially offset by decreased gross auction sales in Canada. Results for
2000 included significant auctions in Ocala, Florida; Fort Worth, Texas; and in
the Port of Moerdijk, the Netherlands. Auction revenues as a percentage of gross
auction sales have averaged approximately 8.80% on a long-term basis. In the
first quarter of 2000, the auction revenue rate of 9.23% was higher than the
long-term average and higher than the 8.93% rate experienced in the comparable
1999 period. The Company's expectations with respect to the long-term average
auction revenue rate remain unchanged.
DIRECT EXPENSES
Direct expenses are expenses that are incurred as a direct result of an
auction sale being held. Direct expenses include the costs of hiring personnel
to assist in conducting the auction, lease expenses for temporary auction sites,
travel costs for full time employees to attend and work at the auction site,
security hired to safeguard equipment while at the auction site and advertising
specifically related to the auction. Direct expenses of $3.9 million for the
three months ended March 31, 2000 increased by $1.2 million compared to the
comparable 1999 period due to increased auction activity generated by the
Company in 2000. As a percentage of gross auction sales, direct expenses were
1.35% for the three months ending March 31, 2000, marginally lower than the
1.36% ratio experienced in the first three months of 1999. Direct expenses as a
percentage of gross auction sales are expected to fluctuate slightly based on
the size and location of auctions held each period. Management expects that, on
average, direct expenses as a percentage of gross auction sales should average
1.5% for the remainder of the year.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation is calculated on capital assets employed in the Company's
business, including building and site improvements, automobiles, yard equipment,
and computers. Amortization results from expensing, over 20 years, the $33.0
million of goodwill recorded as a result of the acquisition of the auction
business of Forke in April 1999. In the three-month period ended March 31, 2000,
depreciation and amortization expense was $1.7 million, compared to $0.7 million
in the comparable 1999 period. This increase is the result of the depreciation
of new auction facilities constructed over the past year and goodwill
amortization charges of $0.4 million during the three-month period ending March
31, 2000. Management anticipates that depreciation expense will increase as
existing auction sites are improved and additional permanent auction sites are
acquired and developed.
GENERAL AND ADMINISTRATIVE EXPENSE
General and administrative expense ("G&A") includes employee expenses such
as salaries, wages, performance bonuses and benefits, non-auction related
travel, institutional advertising, insurance, general office, and computer
expenses. For the three months ended March 31, 2000, the Company incurred G&A of
$15.1 million, as compared to $11.9 million for the comparable three-month
period in 1999. This increase in expenditures is attributable to an increase in
employee numbers and infrastructure to support the growth
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initiatives of the Company, and costs associated with a Company-wide meeting
held during the first three months of 2000, as well as costs related to the
operation of new permanent auction sites and an administrative office in the
United States as part of the acquisition of the auction business of Forke.
INCOME FROM OPERATIONS
Income from operations was $6.0 million in the three months ended March 31,
2000 compared to $2.6 million in 1999. This increase is the result of increased
gross auction sales and higher auction revenue rates in 2000 compared to 1999,
offset by higher G&A and depreciation and amortization expenses in 2000.
INTEREST EXPENSE
Interest expense includes interest and bank charges paid on term bank debt.
Interest expense for the three months ended March 31, 2000 was $0.7 million,
compared to $0.2 million incurred in the three months ended March 31, 1999. The
increase resulted primarily from debt incurred by the Company in connection with
the acquisition of the auction business and certain assets of Forke in 1999.
This increase was partially offset by the capitalization of $0.3 million (1999
- -- nil) of interest related to properties under development during the period.
Management anticipates that interest expense will increase further as debt is
incurred to finance the development of additional permanent auction sites. See
"-- Overview" and "Liquidity and Capital Resources."
OTHER INCOME
Other income arises from equipment appraisals performed by the Company, and
other miscellaneous sources. Other income for the three months ended March 31,
2000 of $0.3 million was unchanged from the comparable 1999 period.
INCOME TAXES
Income taxes of $2.0 million for the three months ended March 31, 2000 have
been computed based on rates of tax that apply in each of the tax jurisdictions
in which the Company operates. The effective tax rate of 35.9% is lower than the
38.4% rate the Company experienced in the comparable 1999 primarily due to
initiatives undertaken by the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash can fluctuate significantly from period to period,
largely due to differences in timing of receipt of gross sale proceeds from
buyers and the payment of net amounts due to consignors. If auctions are
conducted near a period end, the Company may hold cash in respect of those
auctions that will not be paid to consignors until after the period end.
Accordingly, management believes a more meaningful measure of the Company's
liquidity is working capital, including cash.
At March 31, 2000, working capital including cash was $24.1 million,
compared to $26.0 million at December 31, 1999.
Net capital expenditures by the Company during the three months ended March
31, 2000 were $12.8 million as compared to $5.3 million for the three months
ended March 31, 1999. In the 2000 period, the Company acquired land for use as
permanent auction sites and incurred related development costs in Canada, and
continued to incur site development costs in the United States, Singapore and
the United Arab Emirates. The Company is continuing with its plan to add
additional permanent auction sites in selected locations and is presently in
various stages of commitments to acquire land for development in the United
States.
The Company has established credit facilities with financial institutions
in the United States, Canada, Europe and Australia. The Company presently has
access to credit lines for operations of approximately $105.1 million and to
credit lines for funding property acquisitions of approximately $73.5 million.
At March 31, 2000, bank debt relating to operations totaled $7.6 million, and
bank debt related to property
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acquisitions and the acquisition of the auction business of Forke totaled $50.1
million, leaving a net credit line of $23.4 million available for property
acquisitions. See "-- Overview".
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements that involve risks and
uncertainties. These statements are based on current expectations and estimates
about the Company's business. These statements include, in particular,
statements relating to auction revenue rates, direct expense rates, G&A
increases, income tax rates, the Forke transaction, the anticipated improvement,
acquisition and development of permanent auction sites, the development of
Internet-related initiatives, and the financing available to the Company. Words
such as "expects", "intends", "plans", "believes", "estimates", "anticipates"
and variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and assumptions that are
difficult to predict. The following important factors, among others, could
affect the Company's actual results and could cause such results to differ
materially from those expressed in the Company's forward-looking statements: the
many factors that have an impact on the supply of and demand for used equipment;
fluctuations in the market values of used equipment; potential inability to
achieve and manage growth; periodic and seasonal variations in operating results
or financial conditions; the timing and location of auctions; potential delays
in construction or development of auction sites; actions of competitors; adverse
changes in economic conditions; restrictions affecting the ability of equipment
owners to transport equipment between jurisdictions; the ability of the Company
to integrate the business acquired and personnel hired as a result of the Forke
transaction; potential losses from price guarantees, purchases of inventory,
advances by the Company and guarantees of clear title; risks of noncompliance
with governmental and environmental regulation; potential inadequacy of
insurance coverage; risks of international operations; dependence of key
personnel; failure, pace or lack of development of Internet-related initiatives;
and other risks and uncertainties as detailed in the Company's periodic filings
with the United States Securities and Exchange Commission including its annual
return for 1999 filed on Form 40-F on March 24, 2000. The Company undertakes no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise. Forward-looking
statements should be considered in light of these factors.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
<TABLE>
<CAPTION>
NUMBER
- ------ DESCRIPTION
<C> <S>
*3.1 Articles of Amalgamation, as amended
*3.2 By-laws
*4.1 Form of common share certificate
4.2 Description of capital shares contained in the Articles of
Amalgamation (see Exhibit 3.1)
4.3 Description of rights of securityholders contained in the
By-laws (see Exhibit 3.2)
*10.1 1997 Stock Option Plan, as amended
*10.2 Form of Indemnity Agreement for directors and officers
10.3 Asset Purchase Agreement dated as of February 19, 1999 among
Ritchie Bros. Auctioneers (America) Inc., Forke, Inc., and
certain other parties
10.4 Loan Agreement dated as of March 26, 1999 between Ritchie
Bros. U.S. Finance Limited Partnership (Delaware), Ritchie
Bros. Auctioneers Incorporated and U.S. Bank National
Association.
</TABLE>
- ---------------
* Incorporated by reference to the same exhibit number from the Registration
Statement on Form F-1 filed on September 26, 1997, as amended (File No.
333-36457).
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.
<TABLE>
<S> <C>
RITCHIE BROS. AUCTIONEERS INCORPORATED
(Registrant)
Date May 11, 2000 By /s/ ROBERT S. ARMSTRONG
----------------------------------------------
Robert S. Armstrong,
Corporate Secretary
</TABLE>
13
