Ann Fandozzi - Chief Executive Officer Eric Jacobs - Chief Financial Officer Sameer Rathod - Vice President of Investor Relations and Market Intelligence

Good morning. My name is Michelle, 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. [Operator Instructions]. Thank you. I would now turn the call over to Mr. Sameer Rathod, Vice President of Investor Relations and Market Intelligence to open the conference call. Mr. Rathod, you may begin your conference.

Thanks. And hello and good afternoon to everyone joining on our call today to discuss our fourth quarter and full year 2022 results. Joining me on the call today are Ann Fandozzi, Ritchie Brothers, Chief Executive Officer and Eric Jacobs, Ritchie Brothers, Chief Financial Officer. The following discussion will include forward-looking statements which can be identified by words such as expect, believe, estimate, anticipate, plan, intend, opportunities and similar expressions. Comments that are not a statement of fact including, but not limited to projections of future earnings, revenue, gross transaction value, debt and other items, business and market trends and expectations regarding the proposed acquisition of IAA, including the anticipated timing, benefit and cost synergies and opportunities with respect to the transaction are considered forward-looking and involve risks and uncertainties. These factors include the satisfaction of the closing conditions, including shareholder approval or the IAA transaction. We note that during today’s call we will be discussing potential opportunities for the combined company and related information, including estimated amounts or ranges for such opportunities for illustrative purposes. This information is not intended to imply future targets, expectations or guidance and does not incorporate potential cost achieved for specific timelines. The risks and uncertainties that could cause actual results to differ significantly from such forward-looking statements are detailed in our news release issued this afternoon, as well as our most recent Quarterly Reports and Annual Report on Form 10-K, which are available on our Investor Relations website and on EDGAR and SEDAR. We will also have and will make important filings with the SEC and applicable Canadian Security Regulatory Authorities in connection with the proposed IAA acquisition, including registration statement on FORM S-4 filed with the SEC. You are urged to read those materials carefully. On this call we will also discuss certain non-GAAP financial measures, including forward-looking non-GAAP financial measures. For the identification of non-GAAP financial measures, the most directly comparable GAAP financial measures and the applicable reconciliation of the two, see our news release, Form 10-Q and Investor presentation posted on our website. We are unable to present quantitative reconciliation of forward-looking non-GAAP financial measures as management cannot predict all necessary components of such measures. Investors are cautioned not to place undue reliance on forward-looking non GAAP financial measures. All figures discussed today are in U.S. dollars unless otherwise indicated. Following the prepared remarks we will open the call to questions. Now, I’d like to turn the call to Ritchie Brothers Chief Executive Officer, Ann Fandozzi.

Thank you, Sameer, and good afternoon to everyone joining us today. I'm excited to be here with you to discuss Ritchie Brothers phenomenal 2022 performance. We delivered record financial results and made significant progress in continuing to build our marketplace technology and advancing our growth initiative, despite operating in a challenging environment of continued tight supply, inflationary headwinds, aggressive competition and foreign exchange volatility. Speaking on behalf of the entire leadership team, I want to express my sincere appreciation to all of our employees who have shown time and again their focus and dedication to delivering best-in-class service to our customers. Without our employees, none of this would be possible. When I was appointed CEO in 2020, Ritchie Brothers had solid core assets and very talented employees. Was profitable and generated a lot of cash, but the business was stagnant. Since then, we have recruited new leaders, and through organic initiatives, partnerships and strategic acquisitions. We have taken bold steps to redefine our operating model and reinvigorate profitable growth. As a result, we are transforming Ritchie Brothers from a traditional auction business to a trusted global marketplace for Insight Services and Transaction Solutions, and we continued our journey by taking several important steps in 2022. Ritchie Brothers 2.0, our marketplace technology platform, is in the process of piloting an all new digital check-out experience with self-serve invoices and settlements. This builds on our track record of innovation and further expands our ecosystem of solutions that make it easier for customers to do business with us. We continue to test satellite yard locations and have learned that these can attract new customers into our ecosystem. We have implemented a new sales coverage model that has enabled GTV growth, whether through our inside sales team working in tandem with our satellite yards,…

Thank you, Ann! Welcome everyone who’s joining our call this afternoon. Like Ann, I’m pleased with our record results, and I would like to thank our entire team who did an extraordinary job focusing on and growing the business. Turning to our actual results, in the fourth quarter, GTV increased 6% year-over-year to $1.5 billion. This was driven by a continued rebound in our lot volumes, partially offset by deflating prices, unfavorable asset mix and the unfavorable impact of foreign exchange. When you exclude the negative impact of foreign exchange, GTV increased 9% on a constant currency basis. Breaking this down a little further, lot volumes were up 20% year-over-year, driven by record fourth quarter volumes from our strategic account customers. However, the average price per lot sold was down 12% versus the fourth quarter of 2021. As much of the unit volume increase came from rental and transportation assets. This drives an overall lower value asset mix for us and it also comes with some price compression from loosening use supply. Geographically, we saw strength in GTV from North America, driven by solid execution from our Canadian team. At the same time, our international region's impressive growth was masked and offset by a negative foreign exchange impact from the strong U.S. dollar. If you're thinking about modeling GTV, recall that the first quarter tends to be the smallest from a seasonal perspective. We also expect the trend of higher unit volumes, offset by continued pressure on average selling prices due to asset mix and software category pricing to continue in the first quarter. In addition, it is important to note that during the first quarter of 2022, we were experiencing our highest average unit selling price period post-COVID due to low supply. Taking all this into account, as well…

Thank you, Eric. Overall, 2022 was a dynamic year as we supported our customers through the continued fallout from the pandemic. A fluid geopolitical environment, and continued economic uncertainty, regardless of the macroeconomic environment we face in 2023. I know that Ritchie Brothers strategic vision for growth and our commitment of customers to help them make the very best decision, will allow us to continue our transformation journey. We finished this year with strong momentum and the team that’s here in Orlando kicking off our auction colander for 2023. Recall that despite Orlando being our largest event of the year, as we transform into a marketplace, any one specific event, even Orlando does not dictate performance for the entire quarter. I want to close by saying that we are excited by the expected close of the IAA acquisition and its expected benefits to Ritchie Brothers for years and decades to come. With that, let’s open the call for questions.

Thank you [Operator Instructions]. Your first question comes from Michael Doumet of Scotiabank. Please go ahead.

Hey! Good evening, Ann and Eric. First off, you know congrats on these great results. First question, I wanted to ask on GTV, another really good number. You know I guess going forward, the expectation as the economy slows is that we’ll see transactions volume rise. So for Q4 you talked about volumes being up 20%. Is there a way that you can help us quantify the upside to lot volumes as supply conditions normalize? And I guess Eric, why would you expect slower GTV growth in Q1 despite the volume trend that we're seeing?

Hi, Michael. Let me start, Anne here, and then I'll turn it over to Eric. So let me just set the stage. When we think about our GTV and obviously, we are – thank you for your kind words about the quarter, you know we're exceptionally proud of the team and how they performed. When you think about GTV, there's actually three things to keep in mind. So I'm just going to take a step back for a second. There's obviously volumes, right, we talk about them as lot. There is obviously pricing, but there's also mix. And so it is important for us as we consider modeling and when we talk about our business to really consider all three. And then when we talk about mix, there's even two flavors of mix. There is the customer mix Eric spoke about in the remarks that preceded the Q&A. Meaning, obviously if they're large strategic accounts, you know they have very different seller fee structures than kind of our regional business and then there is the mix of the product itself. Even there, it's what the product is mix and then also the age of the product. So it's not just volume and price. It's just something that I ask everybody to caution. And with that, let me turn it over to Eric to speak specifically on your question.

Thanks, Ann. So Michael, a couple of things. So the strategic accounts, those assets that we talked about, you know transportation in particular and some rental, the price being lower for those assets, you know that's going to impact GTV. You also have last year, and as I mentioned price was really high and we had some unique lots, we had some real-estate deals in Canada, some agriculture that was you know – that's not expected to repeat in the first quarter of 2023, and then international. You still have some slight headwinds on foreign currency, and those regions are performing a little differently than they did last year as well. So that's why we think that overall, GTV will be still relatively strong, but down a little bit from what we saw in Q4.

Thanks as helpful. And maybe the second question, with IAA's result out tonight as well, you know the combined EBITDA for 2022 looks – like it's closer to $1 billion versus I think the $950 million in the S-4, and most of the outperformance comes from the Ritchie side. IAA also did outperform. Can you maybe just speak to the outperformance and maybe what we think or what we should think on a go forward basis?

Yes. So I think the headline, and Michael, yes thank you. We're obviously very proud of our team and proud of the IAA team for delivering. I think the headline here is execution and commitments, right? So I think one thing you've seen from the Ritchie Brothers team certainly in the three years that I've been here is that we set objectives, we stretch, we test, we learn you know and we obviously manage the things that are control very, very fiercely. You saw that from us in 2022. We saw it in '21 and exceptionally proud of the work we did, the team has done and kind of set ourselves up for success. IAA, you certainly saw it in Q4 and you know tuning themselves to a very similar bar. Obviously, we've been working together for quite some time on both on this acquisition and getting to know each other's cultures and we're very proud of how they've done. They're driving the things in their control, and we're confident that when we come together, we're only going to make all of that better. Here's Eric to add.

So relatively simply stated, I know we had strong top line performance due to the buyer up flip fees and inventory rates. So that strong top line performance helped flow through to the bottom line, as well as the strong cost containment that we had in the quarter. So we were able to process some of that significant volume on an efficient basis. That said, we do expect more volumes and just want to caution that that's with our manual processes, that's something that we still have to deal with.

Amazing! Really helpful, and best of luck for the deal close!

Thank you.

Thank you. The next question comes from Michael Feniger of Bank of America. Please go ahead.

Yes, thanks for talking my question. Just to follow up on that, I mean the flow through in the quarter was really impressive. I recognize a lot of growth is coming up and there's more labor there, but you're also more virtual than you've been in the past. So, I think your cost of service, that increase would be lower. So just trying to unpack the comments around the flow through for next year Eric. Like, if service revenue is up 10%, can we expect EBITDA to be up 10% as well or 20%. Just trying to get the framework on how operating leverage should work next year given the pickup on volumes.

Yes Michael, so let me start at [inaudible]. So there's been some kind of news out there about this, you know you're more virtual, so you're saving costs. I remind us that on every earnings call we talk SG&A and why it's continuing to increase, so let's be clear. When we went fully virtual, we stopped ramping. But we added quite a bit of technology to offset that, so that the customer experience is even better. We now have full 360 video. So if you take a look at the cost in the SG&A to process the equipment, they actually have not come down. So I know there's this kind of – you know Ritchie Brothers are saving a ton of money. During COVID where the savings came was really the travel and those kind of things, where obviously we encourage our salespeople to get back out there, because we're happy to spend the SG&A dollars on salespeople in travel and entertainment as long as those result in GTV. So if you just look kind breadth [ph] tax, you know the yards have stayed the same. We've actually added some from a satellite basis. The only cost that was cut was really the cost of ramping, which has been more than offset by all of the kind of buyer facing incremental value-added services we put in place, most notable the 360 technology, which requires quite a bit of labor to kind of bring that to fruition for every check in. It just kind of a move from one bucket to another if you will. Those are the facts. But let me turn it over to Eric to talk about kind of flow through and the question you're asking.

Yes. Thanks, Michael. So look, we don't give formal guidance quarter-to-quarter. So some of the requests that yes – the part of the request you had is a little difficult for us. But let me just talk about longer term and we do expect that we'll have more flow through, and you'll start seeing more efficiency gains. But that will come when the marketplace technology is launched in a way that we can reduce, quite frankly in some of the back office, some of the manual processes that we have. Also, you know Ann's talked about this quite a bit. When we talked to analysts, investors about the IAA acquisition and that their investments in the yard technology and you take our investments in the marketplace technology, that those go hand-in-hand, and will allow us to scale on each of our businesses much more efficiently than we can stand alone. So that's a significant benefit for us that we see coming down the pipe.

Great. And Ann this is more just a big picture question for you. Simply the core business is performing incredibly well. You just grew EBITDA 24% with all indications that growth is actually going to accelerate in ’23. So Ritchie's outlook is bright and it's executing at time when the macro is very uncertain for a majority of other companies. So, I guess, why not put more capital behind the playbook that is definitely working, or why do you feel this is a time to do a big integration right now? Thanks everyone.

Yes, thank you for asking that question. So Michael, it's literally the case of, it makes both businesses stronger. This is not – I know early on people were saying, hey, question mark around why is this deal happening? Is there any weakness in the core business of Ritchie Brothers. Nothing can be further from the truth. The answer is, this makes Ritchie Brothers better. It makes it stronger. Let me give just a few examples, right. So again, exactly what Eric just spoke to, which means our own efficiency. We've spoken at length, our processes are manual. We have not invested specifically in any of that yard or back-office technology. Again, painfully a couple of years ago, those that have been in the story for a while, we actually had a material accounting weakness because of how manual our processes are. IAA does 10 times the number of transactions that we do with a fraction of the workforce. So not only are you going to get more efficiency, you're going to get better flow through kind of from that side. We've been spending our money and our resources on marketplace technology, so we can attach services and drive growth rates, something that IAA has not done. We're excited to be able to unleash them. So we're buying a business that is similarly countercyclical to ours. We can unlock a huge strategic advantage for us in terms of kind of cost absorption and efficiency. We unlock a major growth lever in the form of our satellite yards. Please understand there's some confusion out there about, if somebody has a crane or an excavator, that's not what's coming to the satellite yards. That's not what's being driven in the satellite yard strategy. If you have a crane or an excavator, you have no issue trucking it hundreds of miles to one of Ritchie’s sites, that's great. What's coming to our satellite yards is largely transportation and very, very small equipment. Those are the things where the transportation is just – you know is precluded for sellers to take it to one of the core Ritchie Brothers yards. Overnight, we get 10x the footprint in order to take that equipment, as you say, when we expect those very lots to unlock. So, we're incredibly excited. And then on the IAA side, we get a countercyclical profitable business that we can make even better and unlock their potential. So this is a ‘and.’ It is not an ‘or’ strategy.

Thank you.

Thank you. The next question comes from Larry De Maria of William Blair. Please go ahead.

Hi! Thank you and good afternoon everybody. Quick questions, first off, for Ann we noted intense competition on your intro with the comments. Just give us some more color on that. We’ve seen some auctions that are doing [inaudible] that you are referring to? And secondly, on the IMS we have 465%. If that leads new business, can you talk about conversion rate and what that really needs?

Yeah Larry, so if you could just – there’s a lot of background noise. If you can just restate your first question. I understand the second one was about IMS and 465%, but if you can just restate the first.

Sure, sorry. The intense competition you noted in the initial comment, can you just give some clarity to what you're talking about there in terms of the competitive environment. Thank you.

Yeah correct, thank you for restating it. So the intense competition is really a function of what I stated, is a function of kind of the low supply that still exists out there. So every single kind of at-risk deal that Ritchie Brothers – you know those are not gimies. Those are met with quite a bit of competition, which is why you heard Eric speak about the kind of depressed. You know as we kind of lean more into those, those come at a lower margin obviously than kind of that core consignment regional business, so that's what that competition refers to. And again similarly, more inventory deals, they are competitive lower margin and then similarly more strategic account business obviously comes at lower margin as well. But you know the volume more than counteracts it, that's why we like it, but that’s an explanation for what's happening there. Under IMS, the 465%, so the way to think about IMS is we're still in that first phase, right. It is the gateway into the ecosystem for the marketplace, much like the listings business that we launched. It is a gateway, because we want to bring customers in. So today IMS is really – if a customer wants to consign with Ritchie Brothers, they are brought in through the IMS. So you're seeing the 465% growth rate really reflected in our team's ability to onboard all of these customers into the system, so that we can then transact for them. The next phase is really as the next phase of the marketplace technology clicks. The next phase is really to kind of pull through their non-transaction inventory into the system, and that will be the next set of KPIs that we put forward, and then the phase after that is obviously the monetization of those assets. So really, the way to think about the 465% is the onboarding of customers, that kind of critical first step into the gateway is going incredibly well.

Okay. Thank you.

Thank you. [Operator Instructions]. The next question comes from Gary Prestopino from Barrington Research. Please go ahead.

Hi Ann and Eric, a couple of questions. Just in the legacy business, as you're looking at 2023, I would assume that you're not really looking at any betterment of supply on the GMV side or are you looking for just gradual improvement as the year goes on?

Yeah Gary, Hello! So, it’s interesting. So you are seeing the last click-off, but your seeing – what you guy don’t see is that the mix flexed down, so that’s why it’s going to be gradual. I like the world that you used and why Eric cautioned that you know Q1 in terms of a growth rate will be kind of below Q4, because again, there is this intra-relationship between the price, which is starting to come down; the lots, which are starting to increase, but then the mix, which kind of more than offsets the two. That's why gradual is the name of the game. We're in this crossover period where the volumes are starting to click, but it's primarily the lower end stuff and the pricing has So that's why we're optimistic, but cautiously so and kind of seeing the build through the year.

So when you're talking about the bigger ticket items are not as plentiful and more like transportation items like trucks, things like that, vans? Is that fair?

Very well said, and the low end – kind of the low end you know, scissor lifts, those kinds of things that transact for much smaller numbers, you said it beautifully.

Okay! And then, could you give us an idea of how many satellite yards you now have worldwide and in the United States?

We have 25 worldwide and in the United States we have, I don't want to misspeak, but I want to say about a dozen are in the U.S. Yes, so we are largely where we were last quarter. In that we closed a few this last quarter and then opened a few. So net-net we're right about at the same level we were at.

The plan going forward with the acquisition of IAA, is that going to suffice for what you may have done as far as adding satellite yards in the U.S. pre the acquisition or the plan is to still continue to add satellite yards?

Gary, not only will it suffice. It is literally almost a decade’s worth of acceleration for that initiative. Again what is coming to satellite yards are things for which, you know trucking them to a core Ritchie Brothers yard is you know a huge deterrent, because of the percentage of the final transaction price is just too much. So primarily transportation. Again, a reminder for everybody, our number one selling SKU is actually a Ford F150 pickup truck. Nobody is going to take their Ford F150, you know 10-year-old truck and truck at 300 miles, that's not going to happen. These things are coming to our satellite yard. These low-end scissor lift that are $1,000, $2,000, those are the transaction items, we literally - that's why the acreage required is so small, right? We're talking about five acres are these satellite yards. The name of the game is as close as you can put them to the sellers, they will go. And the idea of the IAA yard is that they already exist, they already have capacity, they are already stacked. So literally, every unit that goes to those yards is just incremental obviously, revenue and then the flow-through. It's an incredible model and which is a decade's worth of acceleration.

Thank you.

Thank you. The next question comes from Bryan Fast of Raymond James. Please go ahead.

Yeah, thanks. Good afternoon. Just on other services revenue, can you discuss what were some of the key drivers for that year-over- year growth or was it kind of broad based across those various services?

Hello! It's Eric. So we're seeing growth across all the different areas, you know whether it's RBFS, Rouse, SmartEquip, all doing well as stand-alone businesses. And over time, we built a more – you know the goal is to tightly integrate those into the marketplace, so that they can scale even more effectively, but on a stand-alone basis, all doing well.

that:

And then maybe could you talk a bit about the margins realized on inventory sales? I guess, now that it's at the top end of the range, maybe just the sustainability of those levels.

So, look we just want to caution that, you know if you look at tend over time we are at the high end of the range and it’s not – it’s some of those kind of mixed blessing from my perspective. You know it’s great to see higher margins there. But we also want to make sure that we are competing aggressively for business and not losing deals, because we're trying to get that last couple of basis points. So you know we think there's a huge opportunity as the volumes come, that we want to go after it. That's part of the caution and then there is a lot of competition out there. So we want to make sure that we're doing everything we can. So it's more of a cautionary tale just to say, look, just don't – you know if you're thinking of modeling, you may not want to model at that kind of level in the short-term future, because we're looking at that as a way just to say, look, let's, yes we do have great data to compete effectively, but we don't think that's something that is going to stay at that level for at least the short-term future.

Great! That’s it from me, thanks.

Thank you. There are no further questions at this time. Please continue with closing remarks.

Wonderful! Thank you so much and I'll take it from here. As always, I'm going to end with thanking everybody on the call for joining us, but really a heartfelt thank you to the incredible Ritchie Brothers team, many of whom are currently at our Orlando auction, you know knee deep in all things customer-related. So a huge thank you to all of you and let me just say that, we're very, very proud of the team and everything that has been accomplished and we are very excited about the upcoming IAA acquisition and literally the value that it can unlock for Ritchie Brothers core and acceleration and putting us in a very, very different footing for years and decades to come. So thank you all.

Ladies and gentlemen, this does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines.