Good morning/afternoon/evening. My name is Amie and I will be your conference operator today. At this time, I would like to welcome everyone to the Ritchie Bros. Auctioneers’ Fourth Quarter 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. [Operator Instructions] Thank you. I will now turn the call over to Mr. Zaheed Mawani of Investor Relations to open the conference call. Mr. Mawani, you may begin your conference.

Thank you, Amie, and good morning and thank you for joining us on today’s call to discuss our fourth quarter 2019 results. Joining me today are Ann Fandozzi, Our Chief Executive Officer and Sharon Driscoll our Chief Financial Officer along with Karl Werner and other members of management who will be available for the Q&A portion of the call. The following discussion will include Forward-Looking Statements. Comments that are not a statement of fact, including projections of future earnings, revenue, gross transaction value 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 our Investor Relations website at investor.ritchiebros.com. We encourage you to review our earnings release and Form 10-K, which are available on our website, as well as EDGAR and SEDAR. On this call, we will discuss certain non-GAAP financial measures. For the identification of non-GAAP financial measures to most directly comparable GAAP financial measure and reconciliation between the two see our earnings release and Form 10-K. 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. I will now turn the call over to Ann Fandozzi. Ann.

Thank you and good morning everyone. Thank you for joining our fourth quarter earnings call, my first since joining Ritchie Brothers at the beginning of the year. As you saw in our press release today, Ritchie Brothers delivered a strong quarter. I would really like to thank Sharon and Karl and the rest of our team for the excellent leadership they provided over the past several months, which contributed greatly to the Company’s ability to achieve these results. Before Sharon delves into our performance for the quarter and year I want to share some context on why I joined Ritchie Brothers along with my early observations of the company in the two months since I joined. After leaving ABRA Auto, I was looking for a company with significant scale, in a large industry and one which has opportunity to leverage technology to create a world-class global multichannel experience. First, Scale. Ritchie Brothers is the definitive leader in the used heavy equipment industry, one with a global footprint that is deeply loved and trusted by our customers. Second, Growth. Ritchie Brothers has a considerable competitive advantage and operational advantage on which to build. We operate in a very large and attractive industry, estimated to be hundreds of billions of dollars worldwide. And third, Technology. A key source of competitive strength is Ritchie Brothers investments in technology, which have transformed the company into a true global multichannel organization. Having led technology enabled transformation for other businesses I can tell you that we are in an exceptional position to harness these multichannel investments to redefine our industry globally. The past few months have validated the perspective I had prior to joining and what is abundantly clear is the numerous opportunities we have to drive consistent and sustainable growth. In visiting many of our offices, auction sites, and recently our Orlando auction, I have been consistently impressed by the quality and commitment of our people. We have an amazing team here at Ritchie Brothers who come to work each day with passion and purpose to service our customers better than anyone else. We have an enviable customer base, which has been built on a foundation of trust and unmatched value over the past 60 years, allowing us the opportunity to drive even more value for them through beta, tools and multiple channels. With that, let me stop there and turn the call over to Sharon to discuss the Company’s strong results in the quarter and then I will be back shortly to share my views on 2020 and some short term priorities.

Thank you Anne, and good morning everyone. Our strong fourth quarter results were driven by our 3.5% GTV volume growth, strong guarantee contract rate performance and higher fee revenues contributing to our 10% service revenue growth. Our total revenue however declined 7% due to a 28% drop in our inventory sales revenue primarily due to lower inventory deal volume in Canada and in our international markets. As a reminder, our overall mix of inventory deals can and does fluctuate each quarter and the presentation of total revenue under the new revenue recognition rule is highly sensitive and volatile to fluctuations in our inventory sales mix. Our online GTV had robust growth of 16% led by Marketplace-E delivering another tremendous quarter of growth up 37% over last year along with strong double-digit IronPlanet weekly and GovPlanet growth. Our live auction GTV was up 1% led by double-digit GTV growth from our US region, partially offset by softer volumes in Canada and our international region. Regionally in the U.S. both the core and strategic accounts teams delivered another terrific quarter. Strong GTV growth led by double digit growth from both our online and live channels. OEM backlogs are moderating and overall market supply constraints are easing, creating some positive tailwinds. The strong live auction comp growth came through strong performances in both Texas and our Western state events, along with strong guarantee contract deal performance despite some softer transportation pricing and energy sectors softness. Our US Sales Activity Generation Engine or SAGE program has begun to generate good momentum with the team engaged and showing a strong willingness to apply the SAGE principles. While it is still very early we are starting to see signs of incremental GTV arising from our efforts to increase territory manager total selling time with customers. It…

Thank you Sharon. We are well with into our Q1 auction calendar and the outcomes we are seeing are generally very positive. I had the opportunity to attend my first Orlando auctions and it was an amazing experience to see the breath of equipment, the global buyer base, and the excellent execution by our outstanding team. While our GTV was down from last year’s sales, I believe we need to understand this in the right context. When we were solely a live auction company, the Orlando auction was a big magnet event. But now with our multi location, multi channel platform, and wealth of data and expertise, we have provided our consigners with multiple ways of selling their equipment. We saw this manifests in Q4 in Texas with consigners choosing not to wait for Orlando. Similarly in Houston and Tipton, together with our strong online sales continuing daily. Orlando did set some amazing new records for total bidders, online bidders, lots from sellers, which suggests we have a robust demand environment. We are also seeing great momentum building for our Las Vegas auction held during CONEXPO next month, which only comes around every 3 years. So while Orlando is a large and important event, we needed to have framed it in the context of a broader Ritchie Brothers platform. Moving now to some considerations for the first half of 2020. As we typically do on our fourth quarter call, we are offering a few of the following insights. Taking stock of tailwinds since about the midpoint of 2019, we have been experiencing an improvement in the overall supply environment and remain optimistic we will continue to see similar trends in 2020, significant fleet expansion over the past few years combined with new equipment availability is expected to drive increased fleet…

[Operator Instructions] Your first question today comes from the line of Cherilyn Radbourne of TD Securities. Your line is open.

Thanks very much and good morning.

Good morning Cherilyn.

Just wanted to ask a question on the live auction trends. Growth there has been pretty subdued, you know, dating back to the second half of ‘18 really. So I’m just wondering what you make of that is, is that just the nature of what is for sale being better suited to an online channel, is that customers migrating more to online channels? What do you attribute that to?

Hello Cherilyn, Ann Fandozzi here. The best way to think about this is that Ritchie Brothers is really a multi channel platform of solutions and services. We are agnostic about which channel our customers want to use and have the capabilities to serve their needs on their terms. We just want to be the first choice regardless of channels. And we have the technology, the platforms, the site, a global customer base to allow us to take advantage of it.

Okay. Fair enough. Maybe just another question on the service revenue. It seems like a lot of the growth in recent periods has had to do with the fee harmonization that took place last June. And I’m just wondering how you feel about growth in that area once you lap that fee harmonization?

Yeah, Cherylin it is Sharon here. So yes, there is no doubt that the fee harmonization has had an impact, albeit it is really de minimis when you look at the entirety of our service revenue and service revenue rates. What is really impacting it is mix and the broadening of our business to increasing lower lots. And so therefore increasing the fee rate per lot and that’s really what you are seeing. And it is a combination of our Gov business as well as our online channels and live events, it is across all platforms.

And we talked about this last quarter, but are you broadly comfortable with that shift in mix towards lower value items, which I assume there is more competition to sell?

Yes, I mean, we don’t turn much away. So we are prepared to take whatever our consigners wants to sell through us. And, I think the balancing of the buyer fee is really attributing that value-added service that we are offering to those consigners and to the buyers to be able to get best value, whether they are small lots or large lots.

Okay. I will leave it there. Thank you.

Your next question comes from the line of Michael Doumet with Scotiabank.

Yes. Hi, good morning everybody.

Good morning Michael.

I didn’t want to particularly ask this question, but it feels like the elephant in the room. So just with all the uncertainty relating to the Corona Virus, I just wanted to get a sense for how you are thinking about managing potential risks, particularly as it relates to some of the international markets? And second, I mean, any early sense for how customers are reacting to the change in sentiment?

So I will start and maybe Karl, because this is probably most important for the International region, let’s start first by saying the most important aspects for us is both the safety of our employees and our customers. And as we do run large events, and this is something that we are really monitoring quite closely. And then also our next priority is making sure we are getting optimal price value for our consigners. So if we are sensing that demand is perhaps weak if live attendance is going to be down, we are considering the option of running online events that really well position us to be able to continue to meet that consigner needs to sell, but optimize demand. So I think, Karl, if I can throw it to you and if you have any additional international comments that you would like to make.

Thanks Sharon. We weathered the storm back in 2009, 2010 with the H1N1 virus as well. And we are taking some of the same precautions that all of our large sites, or all of our sites created with large gatherings of people. So with hand sanitizers and so on. But as it affected our Q1 or Q4 stuff, the end of it for Japan, where we have seen higher outbreaks there we have postponed a live event there, but we also replaced – that’s a big difference we have between today and 2010 is we have got our multiple channels to lean on. So we did replace it with an online event and pushed out our live to wait until it was later in the spring. And then also I had a call this morning with our team in Italy. And same thing there; we are looking at potentially postponing an event there but moving to online as well. But we are closely monitoring everything across the board.

Okay. No, guys, I appreciate that. Understanding it is quite early, but okay. And then maybe just moving on to a completely different topic here, just flipping to ROIC. That is up 180 basis points this year, and invested capital was essentially flat compared with last year. Now you have reiterated your 15% ROIC target there, but I want to stick to specifically on what your thoughts were for keeping invested capital relatively flat going forward or close to it as you continue to grow the business?

Yes it is Sharon, I will handle that. I guess, clearly to get to the 15% rate target, we are looking at a combination of factors. So first is continuing to drive earnings growth, but also either holding invested capital set flat or reducing it as our cash position develops on those increased earnings. And so that will be a combination of our capital allocation strategies as we talked about, which is increasing our dividend, continuing with our share repurchase program for option dilution, as well as looking at continuing to repay debt.

Okay well those are my two. Thank you.

Your next question comes from the line of Craig Kennison of Baird.

I wanted to ask about Ritchie Brothers Asset Solutions. And I’m kind of working from the numbers in the 10-K. But I believe you added 25 new customers in the year including 15 reference customers. To me that seems like a small number and that when this is successful, you will have thousands. But maybe I’m misinterpreting what success looks like in that market. Could you help us frame of what your goals might be for 2020 and how we should really look at success in that market?

Hello, Craig. Ann Fandozzi here. Excellent question. Really, last year was a learning year for us for RBAS. That is the way to think about it, for Ritchie Brothers Asset Solutions. So we wanted to launch at a limited number of customers because we really wanted to learn, what are the mechanisms, what are the levers, what are the features that they need, in order to optimize value. And we really took that to heart in 2019, so it wasn’t about [threats] [ph], but it was about depth of understanding. That is number one. One of the things we have learned as we have worked with them is the very specific needs our customer base has and how we can best serve it. So now when we turn our attention to how we can scale Ritchie Brothers Asset Services we are really not focusing on becoming a SaaS software company. We are focusing on how best to provide services for our customers to allow them to use our various channels to bring their goods to market whenever and however they want to bring them.

Got it. Is there any internal goal to reach a certain number of key reference customers for 2020 or is it too preliminary to know?

It is too preliminary to know but we are in full learning mode.

Okay. And then I continue to hear more discussion of machine learning throughout your conversation and clearly you are sitting on a gold mine of data and an opportunity to really leverage that data through machine learning. But I’m looking for some tangible example of what tools you might be using and how those tools may enhance your marketplace. Is there anything you can share along those lines?

Yes. So, just a few things. I think everybody on this call has heard of algo pricing, which is a tool fueled by machine learning in order to facilitate kind of the supply and demand, and very nuanced basis of what the value in the market our consigners can expect, I think that is the most tangible example. But candidly if you can take one click down, the value of machine learning and the rich data as you so actively say find itself in lots of ways for us to use teams. One example would be as we are the trusted advisors of our customers and how we advise them to move goods and services throughout our value chain in order to extract the highest pricing for them. You saw it as we moved our volume around our various slide channels, online channels and additional service offerings we can provide. All of that is fueled by machine learning.

Got it. Thank you

Thank you.

Your next question comes from the line of Michael Feniger of Bank of America. Your line is open.

Hey guys, thanks for taking my question. I guess we can just dive in a little bit to what you are seeing on the mix. I mean, you mentioned a little bit more transportation. I’m just curious what you are seeing on the fleet age. Is it just the quality of equipment coming to fleet? Is that different compared to a few years ago?

It’s Sharon, I will tackle that. It will clearly with some of the stresses that we are seeing in the transportation and energy sector we are clearly seeing some mix in those assets, where we are getting a combination of good aged equipment, but it is right now kind of hitting a pocket of poor demand. And so we have seen actually stabilization in our overall age of equipment across the year. But over 65% of our assets that we are selling are plus six years of age. And so that is a bit older than what we would like but certainly again that is really the needs of the consigners in terms of what they have available to us. And, you always have the opportunity to sell at good prices and get price realization for great new equipment and barely used kind of assets. But clearly with the transportation mix right now that new age is coming more in the transportation fleet side as opposed to new construction assets.

That is helpful. I mean, I guess, Sharon, on the construction equipment and [aero works] [ph] platforms and equipment like that, what are you seeing in a like for like basis, in at the Orlando auction in terms of values on a year-over-year basis, in Edmonton and Houston. And then just following up on that, I always thought Houston and Western Canada kind of share some similar characteristics as an auction market. So it is kind of odd or interesting to see that Houston setting a record while Edmonton is struggling, can you help us understand the dynamics there as well?

So I’m going to recommend we throw that to maybe Jeff and Kari, so they can comment specifically on what their consigners are seeing inside of those U.S. markets.

Yes, Michael this is Jeff Jeter. The other way to think about mix, and I think part of the answer to your questions that we are seeing in the back half of 2019 and we are going to see in 2020 on the mix side, the large national rental companies, these fleets have grown very large over the last few years and while activity and utilizations are still high. Some of that fleet is starting to turn over and come out of their fleets as they bring new fleet in and as suppliers opened up, so whether it is AWP or [indiscernible], you are seeing it is changed year-on-year on a mix basis. So that is part of I think what you are seeing in that ASP change. We are just seeing that and likewise for dealer fleets, the large OEM dealers, the same things happening right, the older fleet has been aging, their utilizations have been high, buyers freed up and you are just starting to see a turnover of older fleet from the dealers and there is again on the rental side, it is naturally lower ASP just because of the nature of equipment these large companies are selling.

And this is Kari Taylor, what I would add particularly from Orlando and Houston is the magnitude of strong buyer demand. Both auctions set records in terms of registered bidders. A lot of work in those customer markets, the buyers are very busy, and that’s added to the ability to deliver on price.

Your next question comes from the line of Scott Fromson of CIBC. Your line is open.

Hi, thanks and good morning. So Craig asked my RBAS question. Just a quick question as most things have been gone over. What changes do you anticipate making in the event of an economic pullback?

Hi Scott, Ann here. So we have started kind of contingency planning as you would expect any company to do. As Sharon said, starting obviously with our employees and our customers, but we continue to monitor the global situation. The good news is, given the various platforms which we have at our disposal, we really view that as a way to be there for our customers in whatever way they need us, whichever way the markets go.

Do you see any of the segments or platforms benefiting most, would it be the RBAS?

I’m not sure RBAS again, I think if economic situation gets to a point where consigners end up an increasingly distressed state and in need of liquidity. The multi-channel that we offer, give them the various distribution solutions to be able to get that liquidity based on their needs and their timelines. So that is across whether it is live, Marketplace-E or our weekly featured event.

Okay, great. Thanks that is helpful.

Your next question comes from the line of Ben Cherniavsky of Raymond James. Your line is open.

Good morning guys.

Good morning Ben.

Sorry, just I guess a few housekeeping items around the income statement. I just want to get clarity on the - can you remind me what the other income represents that you recorded for the year and the quarter?

So other income is where we record kind of earn-out type payments or kind of non-operational transaction costs related to either acquisitions or investments that we have made in here. It also will pick up interest income as we invest our working capital to basically generate returns on that cash flow. We are holding it before we pay that out to consignors that is the bulk of what is really in there.

But none of that is adjusted for an adjusted income that you report?

It is recurring, so it is not, doesn’t meet the requirements or the conditions for adjusting the regular revenue stream, because we are doing it on a regular basis.

Right. I guess the foreign exchange game would be the same thing last quarter that you wouldn’t adjust for that, because that recurs?

Those are transactional related foreign exchange transactions due to international subsidiaries that operate in a different local currency compared to our USD reporting. And so again, it is regular and not a surprise in a highly volatile FX environments that we would see kind of amounts of this magnitude and clearly if you look two years ago, when FX was going the other way. It went against us and was not adjusted at that point either.

Okay And then but the recovery of the comp accrual was like that in the 95 million without it, that would be 100 you are saying, right?

Yes. So the, so Ravi’s accrual release for his stock option accruals and long-term incentive was of magnitude and was a non-recurring event. So it was, it didn’t meet the criteria for us to adjust out. And that is why you see it adjusted from EPS. And when we talked to SG&A, it is varied right now in that SG&A number, so we wanted to draw out that was out of the base number sitting at closer to $100 million.

Okay. That is helpful. I just wanted to get clarity around that. My second question would be, I appreciate that you guys have become agnostic about which channel the iron falls into and I guess, to Cherilyn’s point, live auctions been down. You might see that uptick in the online platform. But I remember having this conversation with Ravi some time ago that is, you wouldn’t want one to cannibalize the other you would like to have some of the parts grow together. And yet last year the GTV was still below where the combined GTV of both IronPlanet, Ritchie Brothers were almost over three years ago when at the time when the acquisition was announced, when these two companies were competing with each other, the GTV, the disclosed at the time on a trailing 12-month basis was together more than what you are doing now. So I just, I mean, you guys have spoken a lot about how happy you are with the integration and everything’s running smoothly now. Why is GTV still not bigger than it was? Why is two plus two not equal to five in the situation which is what you would probably want to see.

So Ben, this is Anne. I obviously have a limited view of history, but the one thing I think we would all agree on is that the underlying economic environment, around the globe is very different today than it was at the time of acquisition. So availability of goods, very different., So I’m not sure that is quite an apples-to-apples comparison and obviously the mix of goods going through the channels. So there are kind of many levers we can point to say why, things are different today than they were before. One thing I can tell you though, coming in fresh set of eyes is that it is a transformative acquisition. It allows us to service our customers in a way that no one else can do globally and the biggest, I think example of that is actually what is playing out with the global uncertainty right now. Our message to our customer base, our message to our employees is we are here for you in whatever way you need. So to the extent that you require liquidity we are here, if the physical auctions, we have the best. If they are online, reserved, unreserved listing and a slew of services to allow customers to take advantage of the breath of platform, Ritchie Brothers has at their disposal. So to me, that is really the best way to think about this.

I understand that, that message was very clear at the time of the acquisition. That was the strategic imperative. And I understand that Salesforce has been vocalizing that for three years now. So I just like I get the market’s been tight, but I think cause that we have always discussed, it is not, this isn’t really a supposed to be a cyclical. You are supposed to be grabbing a bigger share of the pie. And so I guess what you are saying is now that the, now that the market is changing, equipment’s becoming more available and you have got all these ducks lined up properly and then this is going to be a big year for you.

I think our words are, we are cautiously optimistic about the year. What we love the platform that is Ritchie Brothers.

Well, what would be, I get that it was obviously it was transformational acquisition was also very expensive. $800 million, what would be deemed a disappointment then? Like, at what point do you guys say, this isn’t, you know, our GTV isn’t growing as fast as we would like it to be because these two parts aren’t synergizing to the extent that you would expect for that kind of acquisition, if it is transformational, we should be seeing transformational results. We haven’t really to date.

So I will tackle that a bit then. You know, again the deal was definitely the right deal for us going forward. I think we are now at a point where with the numbers we just put on the board, we are well ahead of our EPS value that when we started. So, it is beginning to show the value that we believe is there and it is not all coming through volume, when we look at the revenue rates, one of the pieces of the revenue rate that is driving growth is the ability to leverage that platform to drive non volume related revenue opportunities, whether it be RBAS revenue, inspection revenue, appraisal services, et cetera. Those are all key drivers of work and growth potential or his combined company now provides. So a low volume is key and we are not losing sight of that we would love to see, in Q4 we just said that the U.S. GTV growth was double-digit on both platforms, live and online. But it was really masked because you had two other engines that didn’t fire which was International, and Canada. Will we love all regions to fire all at the same time. Absolutely. And that is our core driver for next year is looking at getting that volume growth. So, but we are very pleased. And so, I think success is just continuing to move forward and grow this business to what we have see is its full potential.

Okay. And I think that is a fair answer, Sharon and I realize it is probably a bit of an unfair question than being new there but I think at the same time, because I just wanted to make it clear that there are a lot of investors who I think are still waiting to see this model really get traction.

Thank you, Ben.

I will leave it at that. Thanks.

[Operator Instructions] Your next question comes from the line of Maxim Sytchev from National Bank Financial.

Good morning.

Good morning Max.

Good morning Max.

I just had a quick question in terms of the Evergreen, and maybe that is a question for Sharon. In terms of the removal of the EBITDA target, is it just the lack of comparability to the previous margin definitions or how should we think about this?

Yeah. It is completely the fact that we can no longer speak about agency proceeds. So again, the information is all there for you to continue to use that measure. We do track it internally. And so when we talk about margins, we are basically referring to that historical measure, and it is something that we are quite pleased with in terms of our performance both in the quarter and our ability to get to the 2020 target, that was established before the accounting rules changed.

And then the other question that I had was, do you mind, I don’t know if you have these numbers in front of you, but in terms of the overall equipment which is exposed to the energy market, is it 10% to 15% or is it more than that?

So actually, we don’t really speak about that in terms of the segments and where the assets are really coming from by sector. We actually are fairly small in pure energy related assets. So that is such a, it is still a very small component. But we are affected by the energy business because some of our larger sites are really an energy dominated economies, like Houston and Edmonton.

Yeah, no, because I just I guess, I would have thought that maybe we would have a bit more of a pickup given, feels like a perennial dislocation on the commodity side. I guess, are you seeing that commencement of people purging their balance sheets or it is still too early?

I will start and then I can pass to Karin. But really described back to the Canadian comments, where we are seeing the consigners are really still on a bit of a wait and see and that was in Q4. So they weren’t, if they could afford to hold on to their equipment. They were nervous that pricing was going to fall. And so therefore, they were holding off on decisions, and they were waiting for real government’s intervention, which looks like it has not come. So as we feel pressure financially starts to push on to those businesses then potentially, that is an opportunity for volume. And again, we are there to support our consigners whenever they need us to dispose of equipment.

For sure. And then just go back to 2016. I’m looking at that dislocation that always was beneficial for your business versus kind of now. I was still in that kind of window of not seeing the resumption of equipment becoming available. I’m just trying to see how similar now versus 2016 in terms of the client behavior that you have on a daily basis?

So I would say, it is kind of I looked at the macro environment, and I was seeing that around in 2016. I think the words are uncertainty and probably lag will be the words. As there is so many macroeconomic conditions playing out right now. Some similar to 2016, some very, very different. Candidly we were watching, we are cautiously optimistic and best of all poised and ready to be here for our customers and consigners in many, many ways that candidly didn’t relate of 2016. So I think the best way to say this is we are ready when they need us.

Okay. No that is very helpful. Thank very much.

And that is all the time for questions for today. I would now turn the call back to Mr. Mawani.

Thank you, Amy. And thanks everyone for joining us on our fourth quarter earnings call and we look forward to speaking with everyone on the call again in May during our first quarter call. So thanks very much and that concludes our call.

Ladies and gentlemen, this concludes today’s conference call. Thank you for participating. You may now disconnect.