RB Global, Inc.

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 Brothers Auctioneers fourth quarter conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star then the number one on your telephone keypad. If you would like to withdraw your question, please press star then the two key. Thank you. I will now turn the call over to Mr. Sameer Rathod, Vice President of Investor Relations and Market Intelligence to open the 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 Anne 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, cost synergies, and opportunities with respect to the transaction are considered forward-looking and involve risk and uncertainties. These factors include the satisfaction of the closing conditions, including shareholder approval for 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 costs achieved for specific timelines. The risk 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 reports on Form 10-K, which are available on our Investor Relations website and on EDGAR and CEDAR. We also have and will make important filings with the SEC in applicable Canadian securities regulatory authorities in connection with the proposed IAA acquisition, including registration statement on Form S-4 filed with 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-K, and investor presentation posted to 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 U.S. dollars unless otherwise indicated. Following the prepared marks, we will open the call to questions. Now I'd like to turn the call over to Ritchie Brothers' Chief Executive Officer, Anne Fanduzzi.

Thank you, Samir, 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 initiatives, 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 checkout 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 to target the long tail of sellers where 80% of the equipment sits across our many verticals, or the accelerated investments we are making to put more sales resources in the field to expand our customer relationships. SmartEquip, Rouse, Ritchie Brothers Financial Services, and our inventory management system all continue to grow as standalone solutions and have record performance. While we are excited about the performance of these solutions so far, we see even greater opportunities ahead as our digital marketplace strategy scales. And speaking of records, let's talk about some of the ones we set over the past year. $6 billion in annual GTVs. Over $700 million transacted on our Marketplace e-platform. Over $1 billion funded volume by Ritchie Brothers Financial Services. Over 75,000 active listings on Ritchie. Total number of organizations activated on IMS was up an incredible 465% year-over-year at the end of December. Also, adjusted earnings per share increased 24% year-over-year to a record $2.41. We are so proud of the milestones we've achieved in 2022. Let me transition from discussing the past to discussing what we expect for the future. Clearly, there are a few themes that are emerging. First, There are still a lot of projects out there, and our customers remain busy. That said, customers are beginning to expect some softening in their end markets. This is coming while they are starting to see loosening in new equipment supply in some verticals. What we know for certain is that this is a critical time for our customers, and we want to serve them and help them navigate their most complex challenges. This is one of the many reasons we are so excited by the IAA's acquisitions. to help us grow GTV with our Ritchie Brothers customers using access IAA yard capacity to form the basis of significantly scaling our satellite yards. We identified IAA as a potential combination for Ritchie Brothers back in mid-2020, and together with our board of directors have evaluated a possible acquisition of IAA for more than a year. The strategic logic of this combination is clear. With IEA, we believe we can accelerate growth for Ritchie Brothers, drive margin expansion, and expand our reach into an attractive adjacent vertical. By adding our services and operating expertise, we have the opportunity to fulfill IEA's full potential as well. IEA operates in a salvaged vehicle market which has strong secular tailwinds. IEA is a leading player in this attractive market and has shown countercyclicality and resilience throughout the economic cycle. IEA has an expansive yard footprint that complements Ritchie Brothers with approximately 45% available capacity. IEA's 210 yards that are already near Ritchie Brothers customers will allow us to accelerate our standalone yard strategy. The key here is that we are better together, and combining the footprints will allow us to create a network of locations that will provide us with the agility to meet all our customers' needs and unlock higher levels of growth and margin expansion. As we recently highlighted, we see a potential to unlock $350 to $900 million in EBITDA growth opportunities, including our expected $100 to $120 million or more of clearly identified and achievable cost synergies. Investors should take comfort in knowing that the team at Ritchie Brothers has extensive knowledge in the automotive industry and a proven track record of acquiring and integrating companies. And speaking of integration, the integration planning has already started. We have established an integration management office, or IMO, comprised of dedicated, experienced operators and leaders to ensure this integration plan is executed seamlessly. The IMO will be supported by a leading third-party consultancy firm and overseen by an internal steering committee that will have clear charters, milestones, and KPIs to drive accountability. As we announced just a few weeks ago, we amended the terms of our transaction structure with IAA to further enhance the value proposition for both Ritchie Brothers and IAA shareholders. We are pleased with the feedback we have received from many new and existing shareholders who who recognize the compelling benefits of the acquisition. We encourage shareholders to vote ahead of the March 14th meeting to help us bring this transaction to fruition and realize the value inherent in bringing our two companies together. Let me now hand the call to Eric Jacobs to highlight some additional information about our fourth quarter financial results.

Eric Jacobs Thank you, Anne. Welcome everyone who's joining our call this afternoon. Like Anne, I am 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 percent 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 as foreign currency, we expect GTV in the first quarter to grow low to mid-single digits year over year and less than our fourth quarter GTV growth rate. Also, as a general comment, we expect to close IAA in the latter half of March. Therefore, we are recommending that analysts and investors model Ritchie Brothers on a standalone basis for the first quarter. Turning to revenue, total service revenue in the fourth quarter increased 11 percent, driven by the uplift in buyer fees that was implemented during the past year, as well as continued growth in our marketplace services. We also benefited from a full quarter contribution from SmartEquip compared to the last year. Excluding the impact of SmartEquip from both periods, total service revenue increased 10% year-over-year. With regards to our earnings, adjusted EBITDA increased 24% on strong flow-through from the top line. Also, adjusted earnings per share increased 36% to 68 cents. An anticipated increase in lot volumes in 2023 will likely require added resources and our operations and back office to support, as we are still navigating through somewhat manual processes. Therefore, we may experience a headwind to our flow-through and adjusted EBITDA margin during the year as we process these volumes. Regarding taxes, in the fourth quarter, the effective tax rate excluding the impacts of adjusted items, was approximately 23.6%, slightly lower than the 23.7% in the same quarter last year. Tax rate was lower than we expected in the fourth quarter due to changes in the estimate of the impact of U.S. tax reform. We expect the effective tax rate, excluding the impact of adjusted items and the IEA transaction, to be between 24% and 27% for the first quarter. Our gap tax rate could be much different from the effective tax rate due to the impact of acquisition costs. Turning to our auctions and marketplace segment, A&M services revenue increased 11%, and our A&M take rate, or A&M service revenue as a percentage of total GTV, came in at a robust 14.4% for the quarter, up approximately 70 basis points compared to the prior year period. This increase is primarily driven by an uplift in buyer fees. Note that our commissions revenue as a percentage of GTV declined this quarter due to the higher level of GTV source from strategic accounts, which typically realize lower commission levels compared to our regional business. We expect this trend of slightly lower commission take rate to continue into the first quarter as our strategic account group momentum continues. Moving to A&M inventory sales. As a reminder, inventory sales tend to be lumpy and are driven by consignor preferences. In the fourth quarter, inventory sales increased 50% year-over-year, with strong growth contributed from all regions, particularly the United States. For the quarter, the inventory rate came in at 10.4%, which reflects excellent performance in a dynamic pricing environment by our at-risk teams. This inventory rate is at the higher end of historical ranges. As we focus on accelerating GTV, we will continue structuring our at-risk deals to win where it makes sense. Turning to expenses, our positive services plus selling general administrative expenses were up 7%. Selling general administrative expenses exclusive of share-based payments and other non-recurring charges were up approximately 7% as well. This is at the low end of the range given last quarter, less than total service revenue growth. which help drive our flow through. For the first quarter, we expect selling general administrative expenses to be between $125 million and $130 million on a Ritchie Brothers standalone basis, exclusive of share-based payments and other non-recurring charges. Turning to cash flow and liquidity, our cash flow remains very robust, with trailing 12-month operating free cash flow of $556 million, which is 206% of our non-GAAP adjusted net income, or 145% if you exclude the Bolton property sales proceeds. Our adjusted net debt amount was $116 million. At the end of the fourth quarter, our net debt to trailing 12-month non-GAAP adjusted EBITDA ratio was 0.3 times. In connection with the IEA transaction, we currently plan on marketing and closing additional note financings. We estimate these financings will add an incremental $11 million to $12 million in interest expense to our first quarter, assuming a mid to late March close for the financings. As a result, we expect interest expense in the first quarter to be between $20 million and $21 million, inclusive of the contemplated financings to fund the IEA acquisition. Also, for modeling purposes, we expect quarterly interest expense to be between $62 million and $66 million, starting in the second quarter of 2023, subject to the expected closing of IEA, and based on an anticipated total debt amount of $3.3 billion and a blended interest rate of between 7.3% and 7.8%. As I've stated previously, we will be focusing on delevering quickly post-closings. I wanted to end my comments by explaining how we expect to account for the convertible preferred equity that was recently issued to Starboard and the impact it will have on calculating our earnings per share, both reported and adjusted. I will not go through all the numbers and calculations on the slide. However, U.S. generally accepted accounting principles require us to compute earnings per share using either the two-class method or the if-converted method, whichever is more diluted and produces the lower earnings per share amount. Currently, we are expecting the two-class method, which is detailed on this slide, to be more dilutive. It's important to note that the two-class method will not have an impact on our adjusted EBITDA. It will only impact our earnings per share due to the specific GAAP reporting requirements. While we do not provide adjusted EPS guidance, the preferred dividend in the two-class method could impact adjusted EPS by at least an estimated $0.04 to $0.05 per share per quarter on a full quarter basis going forward. I will end my remarks here. Thank you all again for your time today, and now back to Anne.

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 to our customers to help them make the very best decisions will allow us to continue our transformation journey. We finished this year with strong momentum, and the team is here in Orlando kicking off our auction calendar 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.

Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the one on your touchtone phone. You will hear a three-tone prompt acknowledging your request. Should you wish to decline from the polling process, please press the star followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. One moment, please, for your first question. Your first question comes from Michael Dumais of Scotiabank. Please go ahead.

Hey, good evening, Anne and Eric. First of all, congrats on these great results. First question, I wanted to ask on GTV, another really good number, I guess going forward, the expectation as the economy slows is that we'll see transactions volume rise. So for Q4, you talked about lot 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're, 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 law. There's obviously pricing, but there's also myth. 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's the customer mix Eric spoke about in the remarks that preceded the Q&A, meaning obviously if they're large strategic accounts, they have very different seller fee structures than kind of our regional business. And then there's the mix of the product itself, Even there, it's what the product is, mix, and then also the age of the product. So, you know, 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, Anne.

So, Michael, a couple things. So the strategic accounts, those assets that we talked about, you know, the price being lower for those assets, that's going to impact GTV. You also have last year, as I mentioned, price was really high and we had some unique lots. We had some real estate deals in Canada, some agriculture 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, you know, 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. That's helpful. And maybe the second question, you know, with IAEA's results out tonight as well, you know, the combined EBITDA for 2022 looks good. like it's closer to a billion versus I think the 950 and the S4. And most of the outperformance comes from, you know, the Ritchie side. I 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?

Yeah. So I think the headline and Michael, yeah, thank you. We're obviously very proud of our team and proud of the IA team for delivering. I think the headline here is execution and commitment. 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, and we obviously manage the things in our control very, very fiercely. You saw that from us in 2022. You saw it in 2021. Um, and, uh, you know, exceptionally proud of the, the work we've, we did, the team has done and kind of set ourselves up for success. Uh, IAA, uh, you know, you certainly saw it in Q4, um, and, uh, you know, chinning themselves to a very similar bar. Uh, you know, obviously we've been working together for quite some time, you know, on both on this acquisition and getting to know each other's cultures and, and, uh, You know, we're very proud of how they've done. They're driving the things in their control. And, you know, 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, you know, we had strong top line performance due to the buyer uplift fees and inventory rate. So that, you know, that strong top line. performance helped flow through to the bottom line as long, you know, as well as the strong cost containment that we had in the quarter. So we were able to process some of those, that significant amount of volume with, you know, on an efficient basis. That said, we do expect more volumes and just want to caution that we, you know, that's, you know, with our manual processes, that's something that we still have to deal with.

Amazing. Really helpful.

And best of luck for the deals closed. Thank you.

Thank you.

The next question comes from Michael Feiniger of Bank of America. Please go ahead.

Yeah, thanks for taking my question. Just to follow up on that, I mean, the flow through in the quarter was really impressive. I recognize a lot of lot 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 would 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 volume.

Yeah, Michael, so let me start at the end. Hello. 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, you know, 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 videos. 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, Richie Brothers is saving a ton of money. During COVID, where the savings came was really the travel and entertainment, you know, those kinds of things where obviously we encourage our salespeople to to get back out there because, you know, we're happy to spend the SG&A dollars on salespeople and travel and entertainment as long as those, you know, result in GTD. So if you just look kind of brass tacks, you know, the yards have stayed the same. We've actually added some from the satellite bases. 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's 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, you know, kind of flow through and the question you're asking.

Yeah, thanks, Michael. So, look, we don't give formal guidance quarter to quarter, so some of the requests that you had, part of the requests you had is a little difficult for us. But let me just talk about longer term and And we do expect that we'll have more flow through and you'll start seeing more efficiency gains, but that'll come when the marketplace technology is launched in a way that we can, you know, reduce quite frankly in the, you know, 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. And when we, when we've talked to the analyst investors about the IA acquisition and that, you know, their investments in the yard, yard technology is, and you take our investments in the marketplace technology, that those go hand in hand and allow us to scale 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 this is more of 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 a 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 the time to do a big integration right now? Thanks, everyone.

Yeah, thank you for asking that question. So, Michael, it's literally the case of it makes both businesses stronger. 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 you just a few examples. So again, exactly what Eric just spoke through, 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 IA has not done. We're excited to be able to unleash them. So we're buying a business that is similarly counter-cyclical 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, you know, 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 Richie's sites. It's great. What's coming to our satellite yards is largely transportation and very, very small equipment. You know, 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 IA side, we get a counter-cyclical, 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 DeMaria of William Blair. Please go ahead.

Hi. Thank you.

And good afternoon, everybody. Quick question. Chris, you know there's intense competition on your intro comments. Just give some more color on that. You know, there's been some auctions that are generally buyer fees that you're referring to. And secondly, on the IMS being up 465%, if it leaves new business, can you talk about conversion rates and what that really means? Thank you.

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 more clarity to what you're talking about there? Thank you.

Yeah, correct. Oh, thank you for restating it. The intense competition is really a function, 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 Richie Brothers, you know, those are not gimmies. 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, so more inventory deals, they're competitive, lower margin. And then similarly, more strategic account business obviously comes at lower margin as well. But 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. 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're 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 and 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'll 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. Once again, ladies and gentlemen, if you do have a question, please press star 1 at this time. The next question comes from Gary Prestopano from Barrington Research. Please go ahead.

Hi, Anne 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, yeah, it's interesting. So you're seeing the lots click up, but you're seeing what you guys don't see is that the mix clicks down. So that's why it's going to be gradual. I like the word that you used and why Eric cautioned that Q1 in terms of a growth rate will be kind of below Q4 because, again, there's this interrelationship 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 is coming down. 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 where –

Very well said. And the low end, kind of the low end, you know, kind of scissor lifts, those kinds of things, the trends act for much smaller numbers. You said it beautifully.

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. Yep, 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 trucking them to a core Ritchie Brothers yard is a huge deterrent because as a percentage of the final transaction price, it's just too much. So it's primarily transportation. Again, a reminder for everybody, our number one selling SKU is actually a Ford F-150 pickup truck. Nobody's going to take their Ford F-150 10-year-old truck and truck it 300 miles. That's not going to happen. These things are coming to our satellite yards. These low-end scissor lifts 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 or 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 IA yards is that they already exist. They already have capacity. They're already staffed. 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 as much as a decade's worth of acceleration.

Thank you.

Thank you. The next question comes from Brian 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 to that year-over-year growth, or was it kind of broad-based across those various services?

Yeah, hello. It's Eric. So we're seeing growth across all the different areas, whether it's RBFS, Rouse, SmartEquipped, all doing well as standalone businesses. And over time, the goal is to tightly integrate those into the marketplace so that they can scale even more effectively, but on a standalone basis, all doing well.

And just the follow-up to that is then being able to unleash that same technology and offering on the additional assets that come from IAEA.

which is just pure margin at 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 the trend over time, you know, we are at the high end of the range and it's not something, it's some of those kind of mixed blessings from my perspective. You know, it's great to see higher margins there, but You know, we also want to make sure that we are, you know, competing aggressively for business and not losing deals because we're, you know, not, you know, 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, you know, we want to go after it. You know, that's part of the cost of it. And then, you know, there is a lot of competition out there. So we want to make sure that we're doing everything we can. So, yeah. Um, it's, it's more of a, you know, cautionary tale just to say, look, just don't, you know, if you're thinking about modeling and may, you may not want to model at that kind of level. Um, and if, you know, in the, in the short term future, because, you know, we're, we're looking at that as a way just to say, you know, look, let's, yes, we do have great data, um, to compete effectively, but, uh, you know, we don't think that's something that, uh, is going to stay at that level for at least, you know, the short term future.

Okay, that's it for me. Thanks.

Thank you. There are no further questions at this time.

Please continue with closing remarks.

Wonderful. Thank you so much. Then 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 for 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, you know, we're very, very proud of the team and everything that has been accomplished. And we are very excited about the upcoming IA acquisition and literally the value that it can unlock for Ritchie Brothers Core and and acceleration and you know putting us on 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