Good morning. My name is Kirk, and I will be your conference operator today. At this time, I'd like to welcome everyone to the Ritchie Brothers Auctioneers First Quarter 2016 Earnings Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. Thank you. Ms. Jamie Kokoska, Director, Investor Relations, you may begin your conference.

Thank you, Kirk. Good morning, everyone, and thanks for joining us on our fiscal first quarter 2016 results conference call. Discussing Ritchie Brothers' performance today are Ravi Saligram, Chief Executive Officer and Sharon Driscoll, Chief Financial Officer. Joining them for the Q&A session following the formal remarks will be Jim Barr, Group President; Randy Wall, President, Canada; Terry Dolan, President of U.S. and Latin America; Todd Wohler, Chief Human Resources Officer and Doug Olive, SVP of Pricing and Valuations. The following discussion will include forward-looking statements as defined by SEC and Canadian rules and regulations. Comments that are not a statement of fact, including projections of future earnings, revenue, gross auction proceeds, and other items are considered forward-looking and involve risks and uncertainties. The risks and uncertainties that could cause our actual financial and operating results to differ significantly from our forward-looking statements are detailed in our SEC and Canadian securities filings, available on the SEC and SEDAR websites, as well as our Investor Relations website at investor.ritchiebros.com. Our definition of gross auction proceeds may differ from those used by other participants in our industry. It is not a measure of financial performance, liquidity or revenue, and is not presented in our statement of operations. Our first quarter 2016 results were made available earlier this morning before market open. We encourage you to review our earnings release and Form 10-Q interim report which includes our MD&A and financial statements and are available on our website, as well as EDGAR and SEDAR. On this call, we will discuss certain non-GAAP financial measures. For identification of non-GAAP financial measures to the most directly comparable GAAP financial measure and a reconciliation between the two, see our earnings release and Form 10-Q. Presentation slides accompany our commentary today. These slides can be viewed through the live or recorded webcast or downloaded from our website. All figures discussed on today's call are in U.S. dollars unless otherwise indicated. While we may use million or billion dollar figures for brevity in today's discussion, all percent changes have been calculated using full unrounded figures. And now, I'll turn the call over to Ravi Saligram, Chief Executive Officer.

Thank you, Jamie, and thanks to everyone for joining us on our earnings call today. We had a great quarter despite tough comps, and I'm very proud of our team. Our strategy is working and our team is strongly focused on execution. Our first quarter results reflected the strong efforts of our global sales, valuation, marketing and operations teams and the growth of fee-based revenue streams. Your first – our first slide, which you will see, had a lot of green arrows pointing up, and my team knows I only like green arrows that point up, and we've delivered for you in the first quarter. Compared to the first quarter last year, GAP increased 7%, revenue increased 14%, operating income increased 19% and diluted EPS attributable to stockholders increased 23%. As with recent quarters, these results were muted by translation of foreign exchange impacts. On an organic basis, using the same exchange rates as Q1 last year, GAP would've grown 9%, revenue 17% and adjusting to remove FX gains, operating income would've grown 27%. Sharon will describe the impact of FX gains on our operating income margin later on, on today's call. Our cash flow and returns also improved meaningfully on a 12-month rolling basis. Compared to the same period last year, cash flow increased 20%, again reinforcing that we're a great cash generator. Return on net assets, excluding a term loan reclass, increased more than 1,300 basis points, and return on invested capital increased 250 bps. Growth in our revenue rate helped contribute to our revenue increase. At 12.94%, the revenue rate was 84 basis points higher than 12.1% in the first quarter last year. Total revenue during the first quarter was $132 million. While rate improvement drove 8% of the 17% increase in organic revenue, growth in auction…

Thanks, Ravi, and good morning, everyone. As we disclosed with our March monthly auction metrics, gross auction proceeds for the first quarter surpassed $1 billion for the very first time, an increase of 7% over the year-ago period. On a 12-month-trailing basis ended April 30, GAP was $4.31 billion. Net income attributable to stockholders during the first quarter increased 24% to $29.4 million, up from $23.8 million in the first quarter of 2015, primarily due to the revenue-driven increase in operating income over the same comparative period. As Ravi discussed in detail, we achieved a very strong revenue rate during the quarter of 12.94%, which was 84 basis points higher than Q1 last year. Operating income for the quarter grew 19%. However, this includes the impact of unusually large transactional foreign exchange gains of $3.2 million in the first quarter of 2015, which now, under U.S. GAAP, are now recorded within operating income. Removing the impact of transactional foreign exchange gains for both years, for comparative purposes, operating income would have increased 29% for the first quarter of 2016. Diluted EPS attributable to stockholders was $0.27, up from $0.22 in the year-ago quarter, which represents a 23% increase. As with prior quarters, changes in foreign exchange rates did impact our reported figures, as our business operates in many countries but reports in U.S. dollars. On an organic basis, removing translational FX impacts, GAP grew 9% during the quarter, but was reduced 2% to 7% growth as a result of reporting in U.S. dollars. Revenue grew 17% on an organic basis, but was reduced to 3% to 14% growth as a result of this FX translation. Operating expenses grew 16% on an organic basis, but were reduced 4% to 12% reported growth. And operating income grew 17% on an organic basis,…

Thank you, Sharon. As we mentioned early on today's call, our financing business unit, Ritchie Brothers Financial Services, has exhibited tremendous growth over the past several quarters. It's a business we believe has significant runway to continue growing and strongly help our revenue growth. And while Ritchie Brothers, as a public company, owns 51% of this business, this past April we were provided with the opportunity to acquire the remaining minority interest through the call and put options in our shareholders agreement. I'm very pleased to tell you that over the weekend, we entered into a binding letter of intent to purchase the remaining 49% of RBFS. We will provide more information about the acquisition terms upon closing of the transaction, which we expect in the next month or so. We have, however, disclosed the valuation of the RBFS business in our Q1 filings and the minority interest portion currently stands at $41.4 million. That said, the final purchase price may differ from the fair value estimates contained in our filings. This means that shareholders will benefits through the retention of 100% of the earnings generated by RBFS once the transaction closes. But for modeling purposes, it's important to remind you that RBFS is currently accounted for on a fully consolidated basis. So, this acquisition will not affect any revenue rate, revenue, expense or operating income lines going forward. We're very pleased that Jim Case, CEO of RBFS and our current JV partner, will continue to stay on the board of RBFS for at least the next three years and will remain a CEO through this transaction and for the next few years. Jim's leadership, drive and strategic vision for RBFS have been a key driver of its success. The Ritchie Brothers group of companies is now a truly multichannel…

And your first question comes from the line of Nate Brochmann from William Blair. Your line is open.

Good morning, everyone. Congrats there on a great quarter, Ravi.

Thank you, Nate. Thank you.

So, just kind of in your last comment in terms of the dislocation, obviously in terms of what's going on in the oil and gas markets, how much, I mean, do you think that that has influenced your numbers versus a lot of the other positive things that are going on including positive growth in construction end markets and everything that you're doing to expand the different sales categories?

Yeah, Nate. Great. Let's just sort of take that head-on, right? Because that's why I ended with this – somehow the feeling that the oil and gas sector is raining down equipment on us and it's all just a fluke is slightly bothersome to us because our teams put blood, sweat and tears into chasing equipment. When you look at it, I mean, the U.S. construction market, the regular construction market, as I mentioned in the last year's – or in the last call about the Dodge Report is quite good. And we're chasing a lot of construction assets. And oil-and-gas-specific assets are very small percent. Now, do these dislocations in oil and gas bring about other dispersals? And what we're very clever about, or at least my teams are, is that they can identify what can be repurposed into construction and go after it. We have been very careful about very specific oil and gas assets because of pricing volatility. Now, the other thing to mention is, I think you saw on my slide on the lot size, that transportation has had the highest growth. I mean, I think on the last call or so, I mentioned that it was – transportation is almost 19% of our GAP. So, it's becoming – getting closer and closer to $1 billion in GAP business. So – and that's where there's been a lot of trust. I don't think transportation has anything to do with oil and gas dislocation. So, I think the – clearly, look, in Edmonton and I'll let Randy comment on it, has that – rental companies have they brought about stuff? Yes. But so what? That's the business we are in. Our model is to go chase dislocations. And today, it maybe oil and gas. Tomorrow, it may be agriculture. Day after, it may be transportation. That's – our whole strategy is diversification so that we can really be there whenever these happen.

Thanks, Ravi. This is Randy. That was a great summary, and the other thing that we should emphasize is the growth in our agricultural business which has seen significant growth as well. And layering these different industries upon each other is really what gives our pricing stability and the relocation of assets that have come out of the energy space. And that has been a driver for some of our business for sure, particularly in Western Canada. Eastern Canada continues to grow very nicely as well, and we continue to see fully 45% to 50% of everything acquired through our sales in Alberta stays in Alberta, demonstrating continued strength of the economy there. And it is a massive economy, so we're pleased with the results and really the multichannel, multi-sector as well as geographic support we're getting from around the world is really helping to drive the business.

Great. Thanks. Our second one...

And I think if you looked at the slide before on a basis of customers, right, yeah, while the percentage was high on the oil and gas side, the lot was only 490. But look at where it's heavy construction, 2,340 lots, light construction 1,440 lots, up sort of in the 17% and 21%. So, I think – look, I can understand from an analyst point of view or an investor point of view is this growth sustainable. And dislocation has continued to happen. We had a period of stagnancy for many years and we were not executing. Today, the teams are executing which is why we're getting the growth. Nate?

Okay, great. Yes, and thanks for that, Ravi. I appreciate it.

Your next question comes from the line of Sara O'Brien from RBC. Your line is open.

Hi. Good morning.

Hi, Sara.

Hello. Can you comment a little bit on the dynamics of Canada versus the U.S.? We saw big revenue – revenue rates jump in Canada as well as the GAP growth, and the U.S. also saw revenue rate growth. So, just wondering, how much is related to better underwritten business and how much is related to your core auction services and the core commission rate. Just wondering how that's holding in so well in a competitive environment.

Well, I'll let both Randy and Terry make quick comments, and then I'll come back to wrap it.

Sure. I'll start. This is Randy. We've actually focused, as a strategic initiative, this year to really help to drive our straight commission rates on the core business as well. We performed very, very well in 2015 on our underwritten business. And that's an area that we want to continue to use as a strategic driver of business, and from time to time, it may come under competitive pressure depending upon the competition we have regionally and on each and every deal. But one of the things that we're very pleased about is an incremental improvement in our straight commission business so far in 2016.

Terry, any comment from you?

Yeah. And so like Randy, we've also been focused on rate heavily, but also on the at-risk rate. And I think Ravi talked about this during our Q4 earnings call about making sure that we're out there not only doing more – and getting more aggressive with the at-risk business, but doing smart deals. And I think our team has done an amazing job at doing very smart deals when it comes to the at-risk business. And then additionally, in the services side of the business with the paint and refurb and those types of services that we can offer customers that really no one else can, it's also a great way for us to connect with those customers, and that's another reason why you're seeing some of the improvement.

And Sara, I think – look, last year, sort of the big focus was underwritten and this year, we're continuing to do that, but making sure there's optimal balance between making sure we get to the right underwritten business as we do GAP, and it seems to be working. We're also focusing on some straight commission looking at where is it that we can improve that and at the brand strength. I think we're just looking at all the levers that can drive revenue.

Okay, great. And just a follow-up for Sharon. Just on the minority interest repurchase, how much of your – first of all, where do we find the minority interest caption? It's below the operating earnings, but I'm just wondering how much of that can we add back assuming the transaction goes ahead in Q2?

So, it shows up on your equity statements, that's where you see the line. Certainly, we can – if you want – if you can't find it there, you can certainly call us, we'll guide you through it.

Okay. And just I guess as an amount of add-back though, I mean, if we look on an annualized basis, what can we assume for that?

So, the total amount for the quarter including others was $588,000 kind of in 2016. The majority of that would be RBFS-related.

Okay. Thank you.

Okay. Next.

Your next question comes from the line of Nick Coppola from Thompson Research. Your line is open.

Hi. Good morning.

Hi, Nick.

I guess to follow-up on the Ritchie Bros. Financial Services agreement, and congrats on that front. Can you just talk more about your expectations for that business and clearly, you have a positive view on it and the performance has been excellent, but where do you see that going and maybe talk more about how it fits in strategically?

Look, Nick, let me just clarify, were you talking about RBFS?

Yeah, that's right.

Okay. So, thank you. Yeah, I think, look, this is – I used very deliberately the word platform and this is, I've said our vision of our company is to really go from being the best in auction business and continue to be that, but to really become the full service multi-channel for all asset management disposition. And part of that is really a one-stop-shop and leveraging the brand equity. Ritchie Brothers, the company, is more than just auctions, it's a brand that people trust. And when they trust, how do you leverage that equity? How do you take that platform to serve all our customers' needs? And financing is a big part of it. And so, we've got a captive of, yeah, a lot of customers and so we under the very dynamic leadership of Jim Case, and oversight from Jim Barr, we have really built that business. And now it's a matter of scaling it, continue to improve penetration. It's – the penetration is double-digits right now. And so there is still a long way to go. It's a long way to go in the U.S. We are getting good traction in Canada. There is growth opportunities there, longer-term international. And there are a lot of financial products over time that we can offer. So to me, it is – this is about serving our customers, being one-stop-shop and it's a very lucrative business. And so it allows us to continue to improve for every dollar of equipment we sell, if we sell that also in RBFS, we significantly increase our margins. So, I think it's a great business. It fits very well with what we are doing and so it's got a good growth trajectory.

Okay. That makes sense. And then, just going back to the quarter here, can you talk about how used prices trended and maybe any distinctions between general construction-type equipment versus specialty equipment?

Okay. I will let my pricing guru, Doug Olive, opine on this.

Okay.

Thank you, Ravi. Good morning, Nick. Nick, I would say that early on and early in Q1 here we saw a bit of an uptick of values compared to Q4 and even Q3. Obviously, still not back to the levels it was early on in Q1 and Q2 of 2015. But across the board, I mean, there is still some pressure on certain sectors pertaining to oil and gas, mining-related assets. But on smaller assets that are tied to construction spend and housing and residential spend are performing very well. So, we are optimistic throughout Q1 and we are moving into Q2 and it looks like the pricing levels are holding.

I think I'll add a little and maybe Randy can add some stuff, too. There is specific oil and gas assets where you've got to be very careful because the prices could plummet. And you – so we are very cautious. And the pricing peak appeared to be, as Doug mentioned, Q1 of last year. And so it's different by sector and this is where the Ritchie Brothers' knowledge and years and years of doing this – we look at it sector-by-sector and we don't want to go into too much detail because we don't want to educate our competitors as well. Randy, anything to add?

Thanks, Ravi. We've had a lot of volume in Western Canada through the first four months of the year, and lots of data points. And what Doug and Ravi were saying is, of course, correct. We've seen some – we're very encouraged by the strength that we are seeing in the assets that are being repurposed into other sectors. And we've focused specific efforts there to generate demand by marketing and promotion across the country and internationally. And so, that is really helping to stabilize these values. And I don't want to sound like a broken record, but this multichannel, multi-sector approach that we have really also helps to create stability and support for the pricing. And assets have always moved for decades and decades from weaker areas to stronger areas to – from weaker industries to stronger industries. That's no different today. But I do think we're getting better at reaching those other sectors and therefore, driving net new buyers. And our bidder counts are significantly up. And some very impressive gains we made there. And you've seen those in all the press releases. So, I think that we're encouraged by the pricing stability. As long as we're not talking about specific asset type only to the energy space which, as a percentage, are very, very small.

Okay.

Okay. That's helpful. Thanks for taking my questions.

Sure, Nick. Next, please.

Your next question comes from the line of Cherilyn Radbourne from TD Securities. Your line is open.

Thanks very much and good morning. One of the things we've heard anecdotally is that there's more complete dispersals going to auction, and that certain equipment dealers are being more aggressive about inventory reduction including the use of auctions where they were not turning to auctions previously. Can you just comment on whether that's consistent with what you're seeing in the marketplace?

Sure. And let me headline that and give it to Randy and Terry to comment on it, and even Doug. Look, one of the things I think we've really started – we've always been good at this, but we are marketing this and the proof's in the pudding, the Wyoming auction clearly demonstrated what we could do and the scope. But we are really, without any hubris, the best at complete dispersals. Owners trust us. Some of them even put us in their wills that we should be the ones to do it and we don't disappoint. Every year, we're continuing to see increases in full dispersals. And at times like this, when there are dislocations, one of the keys is – and what we're seeing in Edmonton and Randy can comment on those – in Western Canada in particular, we've I think reached the state of nirvana where people don't think of Ritchie Brothers auction as – or the auction business as a last resort. In fact, I think, many of them think of it as a first resort that it is really a regular channel and they keep seeing the success, and lot of them are saying, I'd rather get out before there's panic, and let me get good prices and given that we always get better prices than our competition. So, full dispersal is very key for us and we keep growing it. Randy, any thoughts on that?

Totally, right. Complete dispersals or major realignments are really a strategic advantage of our business and our company. And everybody knows. Our good customers know. We can handle the large expensive items all the way to the small parts and pieces and together it creates a very compelling business solution for them. And I would not say that our tendency of having complete dispersals today is any different than it has been for a number of years. It's a very regular part of our business. And changes in the economic factors drive decision making whether those changes are trending upwards or downwards, and in all those kind of environments, we see people taking decisions to liquidate their fleets, to retire, to change their business focus, to get into a different line of business that perhaps they think is more lucrative, and those factors continue to be at play today. And they have been a major part of our growth here in Canada this year as they have been in basically all years in recent times.

Terry, why don't you comment on it? Maybe just illustrate with the auction you recently did in Hazard, Kentucky which is a good illustration of that.

Yeah, so the Hazard, Kentucky was not a full dispersal, it was actually one – major – one of the major sellers was really one company buying another company, and I'm rightsizing the inventory for their current needs, and that's actually what a lot of the other ones were. There was one that wasn't full dispersal, but it had – we're not seeing anything different than our normal course of business similar to what Randy and Ravi had spoken about. Really, what we've seen a lot is continuing growth of our customers and our consignors and that focus of continuing to expand that customer base as the – really the channel – choice of the way that they're going to sell product before they acquire new or again rightsizing inventories.

Well, I think in Hazard, one of the things, Terry, I think that did occur was one of our consignors want to do a partial dispersal that attracted others and we're able to put a whole sale in the mining side, which created some excitement, and so it's a good catalyst. Randy?

One further example would be the Grande Prairie sale in March. It was really precipitated by two large complete dispersals in that area and then it created – we more than doubled the sale after that. So, these things are catalysts for growth and they just continue to be really strategic lever for the business.

Great. Yeah, go ahead.

Great.

Yeah, go ahead.

And if I could ask a quick one on the acquisition of the minority interest in RBFS. The minority interest in your 2015 financial statements was just under $2.5 million, so that would imply a PE multiple of about 16.5 times on the $41 million acquisition price. Is that a fair way of thinking about it?

First of all, we should not – we just said that's what it's valued at. We have not finished the transaction. We're going to close it in the next 30 days, 45 days. We didn't say that's the purchase price. It was just what it's valued at. And so I would, at this time, like us to wait till we actually disclose – finish the transaction. We just wanted to say there's a binding letter of intent. We're very excited about it. And at the time of actually closing, we'll talk more about the dynamics and overall price and we can also then into the terms of how it was done.

Okay. Thanks for that clarification. That's all for me.

Thank you.

Your next question comes from the line of Scott Schneeberger from Oppenheimer. Your line is open.

Good morning. This is Daniel (56:11) on for Scott. You alluded earlier about the competition intensity. Can you discuss how you've seen that trended recently?

I think one of the things is that – look, this is a fragmented business. There's competitors, we have the regional competitors in different parts of the world and different nature. And in the U.S. in particular, we continue to see increasing levels of competition and we respect our competitors. It keeps us on our toes and which is why we want to keep innovating. So, I don't know what else to say on about.

Okay. Thank you.

Your next question comes from the line of Neil Frohnapple from Longbow Research. Your line is open.

Hi. Good morning, guys. Congrats on a great quarter.

Thank you, Neil.

Maybe a follow-up to an earlier question. Fee-based revenue increased 43% I believe in Q1, and even excluding the two acquisitions, that contributed I think $2.6 million in revenue. You guys want to still – grew your fee-based revenue by over 30% compared to high-single digit growth you guys have seen over the last couple of years. Clearly, Financial Services revenue was a big driver to this, but RBFS has been growing at a high rate the last several quarters. Mix also seem to be a positive driver. But is there anything else you can point to that contributed to the large increase in fee-based revenue in the quarter? And just as a follow-up, just sustainable – how sustainable that is because clearly I think ARR performance was the big upside surprise driver in the quarter? Thank you.

Yeah, I'll respond to that. I think, first, look at our small lots, so you actually generate buyer fees higher proportion due to those small lot sales. And then the other piece would be our ancillary auction services like paint, refurb that we would offer to the consignors at the auction site.

I would just say, look, I'll be concerned if you looked at first quarter's revenue rate and said that's the ongoing rate which is why I think we were specific to say on the auction business. And you might think I'm a bit obdurate that I keep hanging on to the 11% to 12%, but that we feel is a good range for us for the auction business. And I think this quarter, we were at 11.85% or something like that. So, the – but for the total company, we did say – look, our starting point is 12%. Difficult for us to really give a very accurate view right now on where that will be, but I think for the total company, 12% seems to be a good starting point and foundational.

All right. That's very helpful, Ravi. And just maybe a follow-up for Sharon. I mean, how should we think about SG&A over the next few quarters with all the moving pieces and a few one-timers in Q1? I mean, just any granularity you can provide at least directionally versus the little over $68 million reported in Q1?

Yeah. So, the comparative analysis that we provided – again our commitment is to grow our SG&A cost at a lower rate than our revenue growth. The Q1, when you normalize for the various factors, we ended up with a 14% growth compared to the 17% revenue growth.

On an organic basis.

On an organic basis. We do start to cycle over some of those cost investments, but we've – we know we're continuing to leverage our marketing and promotional expenditures to really drive up our revenue rate, so you should kind of expect that, that investment to continue. The IT costs are an incremental added cost line to our SG&A costs going forward.

What you do have – my commitment is that the evergreen model where we say revenues will grow higher than SG&A, and Sharon just mentioned that. Both she and I and Todd, our head of HR, are very committed to that because we just want to make sure that the cost line doesn't go out of hand. You will have some quarterly fluctuations, so recognize that's on an annual basis. But that is something that we take seriously. At the same time, we want to make the investments where they should be because we have under-invested in marketing historically and we want to continue to make those investments because the growth of this company, it's all about not saving our way to prosperity, but driving that revenue growth line while being prudent about costs.

Okay. Thanks very much.

Thank you. Next?

Your next question comes from the line of Kwame Webb from Morningstar. Your line is open.

Thanks for taking my call today.

Hi, Kwame.

Good morning. I just wanted to circle back to one of the statements that was made in the press release talking about expanding the business into new sectors and geographies. Just wanted to, one, understand if that's anything beyond your current construction or I guess more agriculture, transportation, which are a little more nascent. And then also with regards to geographies. I recall when you first started, Japan was a market that was really on the watch list, so I did want to get a little bit of an update there as well.

Sure. I think when we – new may not be the best word for the sectors because agriculture and transportation is not new, but it is – since we've always been thought of as a ELR and (01:01:43) company, we're trying to change that and put a lot more emphasis on transportation. And in the U.S., in particular, agriculture is relatively new because it's a very embryonic business. So, really the thrust is those, though we also have always dabbled in mining and oil and gas. Oil and gas, albeit at a small level. So, I think, at this point, there's no change in strategy. That's what we meant. And then geographies, it's really we're going to be continue to be care – I'm a big believer in depth rather than breadth. We're not looking to put a lot of flags on maps. And we may do, in frontier markets, some off sites to test the market and if there's opportunities. So, for instance, in our Dubai site, it's not just Dubai; we work all of the Middle East to try and get – or at least much of the Middle East, we don't do business in Iran, but – so, I think that's the stuff on geographies and sectors. On Japan, yes, it is very much on the watch list. Kieran has now been there for nearly a year and he starting to find his – he is looking at some very interesting ideas. Our current model, I can't tell you, doesn't work very well, so we are trying to adapt and tailor the model. And the same goes for China. So, we are looking at what can we do. And we are trying to be careful about the investments there. We actually think Australia is a far bigger opportunity than China or Japan. And so, we are actually redeploying investments from China and Japan to Australia. And that's why you are seeing the growth you are seeing in Australia because that has more potential and we have a strong foundation.

Great. Thanks so much.

All right. One last question, I think?

We have no further questions in queue at this time.

Okay. Great. Thank you, all, and appreciate your support, onwards and upwards.

This concludes today's conference call. You may now disconnect.