RB Global, Inc.

Good afternoon. My name is Chris, and I will be your conference operator today. At this time, I would like to welcome everyone to the RB Global second 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 1 on your telephone keypad. If you would like to withdraw your question, please press star 2. Thank you. I will 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.

Hello and good afternoon to everyone. Thank you for joining me and Jim Kessler, our Chief Executive Officer, on today's call. The following discussion will include forward-looking statements which can be identified by words such as expect, believe, estimate, anticipate, plan, intend, opportunities in 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 integration of IAA, including the anticipated cost energies, are considered forward-looking and involve risk and uncertainties. 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 in annual form at 10K, which are available on the Investor Relations website and at Gurren Seder. 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, Form 10-Q, and the 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 on today's call are U.S. dollars unless otherwise indicated. At this time, I would like to turn the call over to Jim. Jim?

Thank you, Samir, and good afternoon to everyone. As you saw from the release issue today, there is strong momentum across the company. The increase in GTV and our expectations for continued GTV growth demonstrate our customers' enthusiasm for RB Global's solutions and services offerings. The IAA integration is progressing well. we are realizing our targeted cost savings and are seeing positive results from numerous operating and service initiatives, which paved the way towards the expected revenue growth from the combination. Samir and I look forward to talking more about our results and progress. But first, I want to acknowledge the leadership changes we announced yesterday. When I joined Ritchie Brothers in 2020 as COO, the mandate for the management team was clear. redefine the operating model, build a differentiated, digitally-enabled, omni-channel marketplace, recruit best-in-class talent, and establish the culture that inspires excellence in how we operate and serve our customers. I am extremely proud of our execution in all of these areas and the company's transformation in such a short amount of time. Working with Anne Fandosi at Ritchie Brothers during this period and at prior companies has been a meaningful part of my career. I have great respect for Ann, and I am honored to pick up the baton and succeed her as CEO. Since completing the IEA acquisition, I have been leading the integration and have been working closely with the organization to ensure customers know the compelling value proposition we provide and that they can depend on this team to deliver on a consistent basis. I have talked directly with many of our insurance customers. They know we are committed to being a strong partner to them. Before joining RB Global, I was COO at Abra Auto Body and Glass. We successfully merged two of the leading collision repair providers to create the market leader in the 47 billion collision repair industry. We have an outstanding team and platform at RB Global, and I am enthusiastic about replicating the success through the integration we have underway. Our second quarter results made clear that we were on the right path forward. The strength and effectiveness of our long-term strategy and marketplace platforms continue to produce double-digit growth in GTV on a constant currency pro forma combined basis in the quarter. GTV growth was driven across our verticals and geographies. Strong execution enabled solid flow-through and supported double-digit adjusted EBITDA growth on a combined basis. We are observing an increase in supply availability within the construction and transportation sector. As supply chains gradually improve for our trusted OEM partners, as always, our focus remains on driving strong execution on every aspect of our business that is within our control, with the goal of driving profitable growth irrespective of broader macroeconomic conditions. While delivering on the synergy commitments, we are also continuing to invest in our workforce and technology to ensure the reliable execution of our growth initiatives. This will allow for consistent performance in the presence of headwinds and robust growth in periods of tailwinds. The second quarter exemplified the resilience of our strategy as we continue to shift from growth driven by pricing to growth driven by unit volumes. This transition demonstrates our ability to adapt and capitalize on market dynamics, positioning us for continued success. During the second quarter, we achieved a significant milestone in our marketplace transformation journey by successfully piling in our modern checkout microservice. The response from customers was overwhelmingly positive as they enjoyed the convenience of online payments and the ability to complete a transaction digitally. As a reminder, this is a key building block of the services attachment strategy as long-term back office efficiencies, which will be executed in the next 12 to 24 months. This strategic approach aims to provide customers with a diverse range of marketplace services throughout the transaction process, enhancing their overall experience. In the automotive sector, the growth in unit volumes was driven substantially by our existing customer portfolio. This growth was partially offset by cycling over the volumes lost from the previously announced single large customer. The industry continues to see the total loss ratio recover, increasingly to approximately 18.4% from 17.1% in the same period last year. Recall, that the total loss ratio is the number of vehicles being salvaged as a percent of total accidents, and it has historically been influenced by used car values. Used automotive prices continue to trend lower, while repair costs remain elevated, making it more economical to deem a car a total loss after an accident. The IAA acquisition has been closed now for a full quarter. Our integration efforts to date reinforce our confidence in IEA's long-term business prospects. As we suspected during diligence and now have confirmed, we have identified areas where the customer experience can be enhanced. We are committed to providing exceptional service to our insurance customers, and we are deploying fresh, more innovative thinking to ensure we can deliver on this commitment. One aspect of this effort is to identify key priorities and execute consistently on the process that we control. Although we are still in the early stages, we are encouraged by the willingness of insurance industry stakeholders to collaborate. We aim to significantly enhance the customer experience, deliver better outcomes, and raise the competitive benchmark globally, which we believe will result in substantial growth for IAA. We are excited by the progress the team has made in our first four quarter as RB Global to bring the Ritchie Brothers and IEA business together. The collective team is displaying remarkable collaboration, embracing our shared vision, and starting to combine their expertise to benefit our customers. One example of this is that we were actively preparing our Ritchie Brothers team members to support the processing of salvaged vehicles for insurance companies during CAD events. Ritchie Brothers has expertise in large event-focused operations, which we have honed over the past 60 years. In our normal course of business, we have a proven track record of mobilizing resources across North America to process significant episodic volumes quickly and efficiently. We will soon be able to deploy flexible RB labor and yard capacity and apply the same successful approach to managing CAD events for IAA, further strengthening our capabilities and serving our customer needs. During the second quarter, we also successfully negotiated an early termination of the royalty and non-compete agreement in the whole car space that was inherited as part of the IAA acquisition. By removing this restriction, we can now fully leverage our capabilities and expertise to better serve our customers and strengthen our competitive position in the industry. Additionally, we continue to optimize our organizational structure by streamlining operation and combining roles. For the quarter, we realized $7 million in actual cost synergies and have already actioned a total of $36 million in annual run rate cost synergies since the close of the transaction through June 30th. Based on our progress, we continue to expect to deliver at least 100 million to 120 million of annual run rate synergies by the end of 2025. Our strong performance and progress on our integration activities also reinforce our confidence in our ability to capture the revenue growth opportunities from our combined platform. This promising start sets the stage for future growth and positions us as a leader in the industry. We are focused on continuing to advance the integration of IEA to unlock the full value of our combined platform for the benefit of our shareholders, customers, and employees. With that, I will now hand the call to Samir to discuss our financial results for the second quarter and to provide some additional outlook and commentary.

Thank you, Jim. Before we jump into details, let me first explain that certain year-over-year comparisons, such as for GTV and revenue, refer to the comparison to the pro forma combined results of Ritchie Brothers and IAA for the prior period. So let me start with GTV. GTV increased 9% given by strength in commercial construction and transportation, as well as a rebound in the automotive sector. When you exclude the negative impact of foreign exchange, GTV increased 10% on a constant currency basis. GTD for construction and transportation increased 15% driven by an increase in unit volumes, partially offset by lower prices and unfavorable mix. Although asset mix continues to be a headwind, sequentially we are starting to see some steady improvement. As it relates to automotive GTD, it increased 5% driven by a rebound in unit volumes on a flat average price per lot. We expect GTV growth in the third quarter to be low to mid single digit year over year on a combined basis. The reason being seasonality, the timing of certain auctions, the impact of several large disposals of high value assets in the third quarter of the prior year. Moving to service revenue. Service revenue increased 15% with our service revenue take rate expanding 100 basis points to 19.5%. Service revenue increased due to higher GTV and higher average service revenue take rate. The increase in the average take rate was driven by growth in buyer fees and an increase in our marketplace service revenue. This was partially offset by lower average commission rates, which was due to a higher mix of construction and transportation assets sourced from strategic accounts. We expect the trend of lower average commission take rates to continue in coming quarters due to the expected continued growth of GT resource from strategic accounts. For marketplace services, we saw a rebound in revenue from ancillary services, as well as robust growth from SmartEquip and Rouse. Rishi Brothers Financial Services, however, continues to experience headwinds because of tighter credit standards, higher interest rates, and lower average pricing. Moving to inventory. Inventory revenue declined 1% as declines in the automotive sector were partially offset by increases in the commercial construction transportation sector. The inventory rate for the quarter contracted 710 basis points year-over-year to approximately 3%. The decrease in inventory rate can be primarily attributed to the performance of a few strategically competitive large deals in our construction and transportation sector, where pricing declined at a faster pace than originally anticipated. It is important to note that inventory purchases represent only a portion of our overall Atmos business and a small percent of our total GTV, with the impact of guaranteed contracts embedded within our commission revenue. Also, we generate significant revenue from buyer fees on Atmos transactions. If you add the straight commission on guaranteed deals, the inventory return on inventory purchases, and the buyer fees on both, The combined fee and return in the quarter was 13% of total at-risk GTV. As we have noted previously, we expect increased competition for at-risk deals in our commercial construction and transportation sector. Turning to earnings, adjusted EBITDA increased 13% when compared to the combined adjusted EBITDA of IAA and Ritchie Brothers for the year-ago period, as we saw a strong flow-through. Overall, IAA is performing better than our initial expectations, and although tow and fuel costs are higher year over year, these costs are now trending slightly lower sequentially. As discussed last quarter, we continue to refine the preliminary purchase accounting related to the IAA acquisition. During the second quarter, as part of our purchase accounting valuation analysis, we further revised IAA's long list assets and leases to fair value. As a result, additional fair value adjustments were recorded. The net impact of these adjustments, together with the harmonization of depreciation policies, resulted in an incremental $7 million in depreciation expense and $1 million in lease expense, with the latter of which being included in cost of services. Consistent with our treatment of the prepaid vehicle charges we discussed last quarter, we are adjusting these non-cash purchase accounting impacts as part of our non-GAAP measures. As we continue to work on finalizing purchase accounting, we may identify other fair value adjustments which may have an impact on our financial statements in the future. SG&A, excluding share-based payments and other adjusting items in the quarter, was $181 million. And looking ahead to the third quarter, we currently expect SG&A to be between $185 and $200 million, exclusive of share-based payments and other adjusting items. Next slide. During the second quarter, we better optimized treasury and cash management function of our combined company. This allows us to better deploy cash and prioritize debt reduction. As a result of these efforts, we are delighted to announce that we successfully paid down approximately 103 million of debt during the quarter. As of June 30th, our adjusted net debt was approximately $2.7 billion. Adjusted net debt to reported trailing 12-month adjusted EBITDA was approximately 4.1 times. More relevant to many of you, our adjusted net debt to trailing 12 months combined adjusted EBITDA was 2.6 times. And we remain focused on deleveraging to approximately two times by the end of the first quarter of 2025. Regarding cash flow from operations, cash used in operating activities is lower in the first half of 2023 compared to the comparable period last year for primarily two reasons. First, the timing and size of auctions drove higher net working capital balances compared to the prior year. Second, we paid higher cash taxes, mainly arising from the sale of the Bolton property. Moving to CapEx. As we have previously highlighted, we anticipate that our capital expenditures will be higher in 2023 and 2024 when compared to 2022 on a combined basis. This is a result of a deliberate decision to increase investment in capitalized software aimed to accelerate our marketplace technology development. Additionally, there is an increase in CapEx related to realignment of the real estate portfolio. Recall that we previously sold the Bolton facility for $169 million pre-tax gain in the first quarter of 2020 with plans of investing the proceeds into additional yards. We still anticipate CapEx to be between $275 million and $290 million on a reported basis in 2023. That said, we continue to evaluate our approach to capital transactions, particularly as the economics associated with sales-leaseback transactions. As interest rates have increased, we are reviewing transactions to evaluate the benefit of purchasing certain properties versus the previous approach of long-term sales feedback taken by IAA. Now back to Jim.

I want to thank our incredible team for their relentless focus on execution and dedication to our company. With IAA, we have an even brighter future ahead, and as CEO, I am committed to ensuring that we unlock further value for our shareholders and customers. Operator, you can now 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 one on your touchtone phone. You will hear a three-tone prompt acknowledging your request, and your questions will be polled in the order they are received. Should you wish to decline from the polling process, please press star followed by two. If you are using a speakerphone, please lift the handset before pressing any keys. Your first question comes from Steve Hansen, Raymond James. Steve, please go ahead.

Yeah, good morning. Thanks for the time. Jim, good remarks to begin the call here earlier. I just wanted to follow up and just sort of gauge your commitment or conviction in the synergy opportunities, particularly on the revenue side. uh, under, under the sort of the change in leadership that's unfold in the past couple of days. One of the pushbacks of course, is that, you know, and carried these relationships quite closely, uh, and was really front and center on the market share, uh, recapture strategy. I just want to get your perspective on how you feel you'll be able to navigate those challenges.

No, I'm very excited about the revenue synergies that we presented early on, and I am fully committed to delivering the range that Ann originally proposed. And as I've been going through the last 90 days, and you go through due diligence in 90 days of actually being in the company, it has even further excited me about that range and that we can achieve it, especially the cost and the revenue synergies.

Great. That's helpful. Thanks. And then maybe just one quick follow-up is around the negotiated agreement, the termination of the agreement on the wholesale cars. Can you maybe just give us some broader perspective on what you think that means with that termination in hand now and what it will mean for your business going forward?

One of the main areas when we think about the revenue synergies, I break it down into three components. The market share gain on the salvage side, the whole car space and international growth. And our number two, whole car, this just allows us to start to scale and progress our business. And it was always part of our plan to do. This just helps us to go a little bit quicker and be a little bit more efficient about it.

Okay, thank you for your time. I'll jump back to the queue.

Thank you. Thank you. Ladies and gentlemen, as a reminder, we ask that you limit yourself to one question and one follow-up before rejoining the queue. Your next question comes from Michael Dumais, Scotiabank. Michael, please go ahead.

Hey, good afternoon, guys. Jim, firstly, congrats on the new role. You know, you have several years of experience in the auto collision repair business, so surely you understand what insurance wants. So when you think about the ability to enhance IA's competitiveness, you know, whether that's measured by the number of buyers, net return, speed to payment, how do you think, you know, you can take that business to the next level and how are you progressing to those goals?

Great question and thank you, Michael. Over the last 90 days, I've met with all the top insurance carrier partners along with a lot of the regional players in this. The consistent thing, and this was very similar in the collision world, that I keep hearing is what's in our contract, the commitment, and the ability to deliver consistently every day at every branch those SLAs and that commitment, which ultimately give you everything that you talked about, right? And there's really big three components that I'm laser focused on delivering to our insurance partners. When we get assigned the car, picking it up as quickly as possible so it helps to stop advanced charges. When we have that car in our possession, how to process it, get inspected, how to get the title and get it ready for sale as quickly as possible, and then getting the best gross return. And that, to your point, the best buyer marketplace, which I am very confident between RB and IA that we can build. And ultimately, doing those three things are going to give us the best net return for our partners. But what I have heard from them is control what's in your control and do it consistently every day at every branch across all of your partners. And that's what the team right now, from integration and how we're building IEA, we're building it from that approach.

That's really interesting. Thanks for that. And maybe on an unrelated question or follow-up, I wonder, so first, actually, nice to see the operating leverage back in the business. I wonder if you can comment on what I think I heard is the expected sequential increase in SG&A, Q3 versus Q2, despite the higher performance. cost synergies and presumably the lower seasonality in the quarter. Just trying to get a sense for that, please.

Yeah, hey, Michael. It's Samir here. Yeah, we are expecting higher SG&A in the third quarter compared to the second quarter. Part of this is just continued investment in both people and technology so we're able to consistently drive GTD on the top line.

Perfect. All right. Thanks. Thank you.

Thank you. Your next question comes from Sabahat Khan, RBC Capital Markets. Sabahat, please go ahead.

Great. Thanks. Just, I guess, a bigger picture question, I guess, for you, Jim. You know, you're in the operational seat, kind of running the operations. Now you've got the CEO title. Maybe just kind of walk us through how you're thinking about still being involved in the integration process. while taking on some of the new sort of the CEO responsibilities. It's kind of how you're going to split your time. You know, is that something you might get, you know, somebody else to be a bit more involved with? Just walk us through sort of how you're going to split your time and your priorities going forward.

Yep, you got it. Great question. So just, I think the first thing I need to do is just clarify my role as before going into the CEO role. So as president and COO, I had the revenue team, the operational team, the services team, the procurement team, the real estate team, pretty much 80 to 85% of the company reported up through me. So the revenue facing team was completely under my direction as we're going through this. So it just wasn't the operational team. And then next, just to answer your question around integration, I think it's probably important if I explain how we're set up for integration. And this is something that's very similar that I used when Abra and Caliber Collision, which was about a $4 billion integration from a revenue standpoint coming together. The way the integration team is set up is there's a steering committee, which is made up myself, Carmen Tidi, who was our head of integration, And then a couple senior leaders from IEA and Richie Brothers make up the steering committee. And then along with that, we have our project management third party that we use to help project manage all this. And then below them, based on whatever activity it is, and it could be finance, procurement, whatever it might be, there's subcommittees that manage all the tasks that need to be get done. So for my time, I still plan to be part of that steering committee, which no matter if it was president, COO, or CEO being part of it. But really, that committee is the one driving all the results that I discussed during the call. And that committee, no matter what the organization is going through, they're executing every day against the plans that we've already put together. But at a high level, that's how the integration team is set up.

Okay, great. And then just a housekeeping question. I think last quarter you guys called out 15 million of synergies. I think in your commentary on the slide deck, it said realize seven and then action 36 in total annualized. If you can maybe just kind of bridge us to what that 36 represents on top of that 22. And then, or does this 36 maybe include some of this whole car royalty? I just want a good understanding of, you know, where we are on, like what this 36 represents.

Yes, Abha. Hey, it's Samir. So, you know, I think the two key numbers you need to understand is the realized cost energies in the quarter. That's the actual impact it had in the quarter. And then total actions. So, you know, we've actioned certain things, but you wouldn't necessarily see that impact in the quarter. So the comparable numbers, I think, I don't have it at my fingertips, but we've actioned $36 million in annualized run rate cost energies as of June 30th. And then the synergies we had actioned in the 11 days post-close, I think we said it was 15. We realized 7 million of those in the second quarter. But we can discuss this more offline if you have additional questions.

No, that makes sense. Okay, so I just wanted to understand what the run rate number was. So is that 36? I just didn't know what the 7 was, so that makes sense.

Yeah, you got it.

Thank you. Your next question comes from John Healy, North Coast Research. John, please go ahead.

Thanks for taking my question. Jim, I wanted to ask just about kind of items learned since you've been in the seat, you know, since the deal's closed, that you'd met with most of the insurance companies, both large and regional. Is there an item or two that they're telling you, hey, this is what you can do if you really want to win market share back? Like, what's the vibe and what's the feedback been about, you know, I'm sure you're asking, how can we do more business with you? What are the insurers telling you? And have you seen any sort of change in the competitive dynamics over the last 90 days or so in any facet of the business on the salvage side?

Yeah, so great question. And I'm probably just going to go back to a comment I made a couple of questions ago. The one thing the insurance group has been amazing and luckily having relationships with them from before and collision as I'm going through asking questions and learning the business. And they've been unbelievable at doing whiteboard and sessions and really provided me with a lot of information to make sure what we're executing against is what they really need. And one of the largest insurance carriers, their comment to me is, we need you to control what's in your control and execute against that every single day and be consistent across all the branches. So as an example, as we kind of think about all the processes, and I laid it out, three of them. Cars assigned, get it to our yard as quickly as possible, stop those storage charges, rental car fees, all that kind of stuff. When we have the car, process your title as efficiently as you can, inspect it, get the pictures up, have the most robust buyer base so we can get the highest gross return, which all that will translate into a net realized value that they're going to be happy with. But control what's in your control when I need you to operationally execute consistently across the board. And then, of course, when a cat happens, our response time and how we take care of their customer They want that done, and they want dedicated capacity, and they want that done quickly, succinctly, and efficiently. And they're the things that I'm focused on when I think about IEA and where do we need to improve and how do we do that. And my whole goal, and this is the same when I was in collision, I got the same speech from the same insurance carrier partners of how do you execute it so when they refer and you get that volume, they have confidence that you're going to deliver. So for the IEA team, we're going to execute against that. I know it sounds really basic and simple, but I truly believe when you're the most consistent and you drive the best results, when it's time for those RFQs and time to think about where does your business go, that's how you're going to win. And we're always going to be an innovative partner for them. So we're constantly going to be looking at technology, how do we get better, and how do we get more efficient.

Great. to follow up on competition if you've seen anything change there. And then just lastly, you guys mentioned strategic accounts, maybe pressure and take rates a bit. Is that with manufacturers or is that with the rental channel? Thanks.

I'll do the first question and I'll pass the second one over to Samir. So from a competition and specifically from IEA side, No major changes that we have seen in the market. Of course, when you have a competitor, you keep track of what's going on, especially from the fee side and anything operationally someone's doing. But I think from the IA side, the innovation and the way we're thinking about the business is slightly different than a traditional salvage business. So my main focus on one is how do we improve daily and be consistent? And then the innovation coming behind it of how to reimagine the way the industry is working. And I'll pass the second question over to Samir.

Hey, John, I think your specific question was on where we're seeing pressure on our inventory rate, or could you just elaborate a little bit?

Yeah, no, no, you'd mentioned strategic accounts were starting to pick up, and I thought you had mentioned that it was going to impact the take rates a bit, so I was just wondering... Oh, yeah, no, I got it.

Yeah, so the larger strategic accounts... You know, the average commission take rate is lower compared to the region's business. So it's a mixed issue in terms of if we're sourcing more GTV from strategic accounts, you would naturally see, you know, a slight headwind in terms of the commission take rate. But clearly, you know, we look at the take rate but also commission dollars. This is very accretive to commission dollars. Yeah.

Thank you. Thank you.

Your next question comes from Michael Feniger, Bank of America. Michael, please go ahead.

Hey, guys. Thanks for taking my questions. Just the first question, like given the management departures, just looking to understand and get comfortable around the core of your business and and the integration. In the S4, I think the base case was still RBA EBITDA in the 440, 450 million range by the end of the year. IEA EBITDA, I think 575 million. Where is RBA EBITDA in the first half? Where's IEA EBITDA in the first half relative to those expectations? I believe you said IEA is coming in ahead of expectations. So just trying to get a sense of where we're coming in for RBA EBITDA and IEA EBITDA by the end of the year.

Hey, Michael, it's Samir. You know, I think the S4 was obviously written last year or what have you. I think, you know, the general comment we made was IAA is performing better than we had expected. You know, I would note that IAA was accretive already in the first quarter, you know, a little bit, but it's already accretive, which is ahead of what we thought.

Okay.

Accretive to adjusted earnings per share.

Understood. And last quarter, there was some concern around, you know, the flow through for core, Richie. I think EBITDA was up 3% on a double-digit service revenue growth. In Q2, it looks like, Richie, the GTV – in its markets was up 15%. What was the core Ritchie EBITDA up now that we know the IAEA is coming in, it seems like, better than expected?

Yeah, I mean, we don't look at the business like that. I mean, as you know, as you execute cost synergies and combined teams, it becomes a big attribution issue. I think the way we've laid it out in the presentation makes it very clear that the combined entity grew 13% compared to the individual EBITDA that we had laid out. And you can see the reconciliation in the slide deck.

Thank you. And maybe just lastly, follow up. Forgive me if I'm missing this. It's just the flow through getting better is if EBITDA was up 13%, service revenue growth, I think, was up 15% on a pro forma basis. What am I missing? Why wouldn't EBITDA be growing at a faster pace than what you're seeing on the service growth side?

Great question, Michael. I think, you know, you heard in the prepared remarks that we continue to invest in both technology and people to drive consistent growth. And so, you know, if you look at our SG&A, we came in at $188 $1 million, but that explains some of the delta. I'm happy to discuss it in more detail offline. Perfect. Thank you, everyone. Thank you.

Your next question comes from Gary Prestapino, Barrington Research. Gary, please go ahead.

Good afternoon, everyone, and best of luck to you, Jim, in your new endeavors. A couple of questions here. First of all, Have you initiated a program here to start buying the leased facilities of insurance auto? And if you have, how many have you done so far? And what would be your goal over a 24-month period?

Yeah, Gary. So I don't think we're going to comment on the strategy. But as you can imagine, just from an integration schedule, and I talked about the subcommittees that we have, This is definitely one of the items on our subcommittee to make sure we have the most optimal, the way we're going to allocate our capital.

Okay. And then could you maybe talk a little bit about this modern checkout service that you're employing now? I mean, how does it differ from what you were doing in the past to the benefit of the client?

Yeah, no, and this is going to probably sound pretty simple as I describe it, but this is on the RB side, and we used it. The pilot was in our Sacramento auction when we did it, but everything was completely digital. So everyone's probably used to it in the checkout, right? So when you won the auction, And you were able to pay for it through a credit card, an ACH, a wire, it was all digital. You put your account numbers in and the transaction happens immediately. And they were also able to get their invoice immediately, right? So the minute they wanted, pretty much within minutes, their invoice got created and they saw it and they were able to pay for it, which means they're able to pick up whatever they want at auction pretty much that day. And then in turn, what happens is digitally, the seller is able to get their settlement and they can see what's going to happen pretty much seamlessly. And they know exactly what day that money is going to be transferred into their account. And digitally, we have what account that money is going to be transferred into. So it's all done systematically. Everything happens immediately. Everyone knows what's going on in the transaction. Now in the past, we might be sending checks to some vendors. It could be wires. You were sending a paper statement. You know, the modern checkout is stuff that is around in a lot of industries, and it's something that was new for us to get modernized.

Okay. And then just lastly, on the whole car side, since this non-compete has been negotiated away, what would you say would be your target on the whole car side? Are you going to be looking at a whole plethora of vehicles to sell that are drivable and Or are you going to be focusing on maybe the 10 to 15-year-old vehicles that used to be the domain of the wholesaler?

Nope. Great question. Look, the one thing that I'll just bring you back to without giving too many specifics is we believe the whole car is a large opportunity and one that we're really excited about to go after. We're in this space today with you know, companies that donate cars and do all that kind of stuff. So we just see a huge opportunity. This is one of the big pillars as we think about revenue synergies that we're going after. I'm really excited about it, and I'm just happy that the team now has any change that we're connected to this or lifted, and they're able to now, how do we scale this business and how do we grow it efficiently and profitably? Thank you.

Thank you. Your next question comes from Maxim Sichev, National Bank Financial. Maxim, please go ahead.

Hi, good afternoon, gentlemen, and Jim, congrats on the appointment.

Thank you.

The first question I had, so when we kind of delved into the whole salvage space, one of the feedbacks we're getting is it's actually a fairly manual sort of processing dynamic between when car gets totaled to sort of it getting to an auction. Where do you, Jim, see sort of the lowest hanging fruit from your perspective in terms of sort of process improvement that you can envision maybe over the next nine to 12 months if it's possible?

This, I'm actually going to give you one that's probably a lot sooner than that. And one of the ones, and this gets back to talking to insurance carriers and one of our large partners. making sure we focus on what we control and how can we improve the process that is in our control. So one of the areas that we're constantly being asked for, when that car gets in an accident, how much information do we need to be able to provide a value back to the insurance carrier so they can make a decision what's going to happen to that car. So they want to know, you know, if I can give you the least amount of information or if I give you one picture or four pictures, how accurate can you predict what that value is going to be at auction and can you get me that accurate data and how does that process work? And we've been using AI at, you know, IEA to be able to figure this out. And so we're meeting with a lot of insurance carriers just around that accuracy of that value. Look, at the end of the day, there's going to be a lot of conversations around when that car gets in an accident, a lot of pilots around how to get that car to the right spot. Is it a repairable car? Is it a total car? Get it to the right yard. Because the minute you get it into the storage network, it's just going to add cost. But the one thing I've been asked specifically from the insurance carriers, help them make sure they have the right value of what they can get at auction for this car. And that's what we're going to be laser focused on to help them get that from us.

Is there some legacy capability in Rouse that maybe can be sort of leveraged in terms of kind of like... Look, I love the way you're thinking.

It's all around data and AI. And the great thing, and I don't know if it's so much Rouse technology, but it's the data scientists that we have in the organization. And they exist in both IAA and Ritchie Brothers that we're going to leverage to be able to do this. So look, and when I think about AI... and pictures and everything else. There are partners out there that I dealt with before and collision companies that do AI. So we're going to be looking at, you know, look, I don't want to recreate a wheel for something and recreate something for IAA. I want to be great at what we're here for, and I want to partner with people that already have the technology, but we are going to use our data science tests to make sure we have the best data going back to our partners.

Okay, excellent. And then just a quick one for Samir, if I may. How should we think about non-cash working capital in the back half of the year?

Thanks, Max, for the question. I don't think we're providing any specific guidance on the working cap changes in the back half. As you can imagine, some of this depends on exactly when auctions hit, when they hit late in the quarter, last day, you know, inventory purchases. But I can kind of help you think about that more offline.

Okay, fair enough.

Thank you so much. Thank you. Your next question comes from Kevin Condon Baird. Kevin, please go ahead.

Hi, thanks for taking my question. I wanted to ask about the service revenue take rate of 19.5% in a quarter. I believe the pro forma number for Q1 was 20%. So the 50 basis point delta there, I know you talked about strategic accounts coming in at lower commissions, but you also mentioned buy fees. moving higher. I was just wondering if those are the two major factors impacting that service revenue take rate, and if it's fair for us for the takeaway to be that that lower commission is more than offsetting any higher fee.

Yeah, hi. Thanks for the question. In terms of the take rate, You know, I think we provided you all the numbers on a pro forma combined basis, so you can kind of see the individual take rate on a pro forma combined basis, Q1 to Q2. I can help you through that offline. I think longer term, you know, we continue to expect our take rate to increase. Here in the near term, of course, we've noted that our commission take rates, you know, we'll see some headwinds just given that we're sourcing more GTV from large strategic accountants.

Okay. And then I think just on that cost of service related to that service revenue, I think it came in at about 35, 36% of your service revenue in the quarter. Is that a right kind of range as we go forward here with IA in the fold or, you know, anything unique in the quarter? I understand that might fluctuate with volumes and auction timing, but just anything else to be aware of on that line.

Yeah, I think when modeling cost of service as a percent of service revenue, there is some seasonality you have to consider in the back half. Some of this will be driven by processing higher unit volumes and things like that, We can kind of drill into it more offline if you'd like. That's good. Thank you.

Thank you. Your next question comes from Larry DeMaria, William Blair. Larry, please go ahead.

Hey, thanks. Good afternoon, everybody. Look, everybody's obviously curious on this, but it hasn't really come up yet. Can you take us through the timing, the process that occurred with respect to the leadership change? Obviously, you know, there's a board member with a short tenure on the comp committee resigned recently. It implies this was not abrupt. the decision to make, you know, Jim permanent CEO and on the board immediately. Obviously implied the board didn't make a rash decision. So can you just tell us, you know, how long it's been going on and, you know, the relationship with the board, you know, deteriorated over time. So any, you know, incremental color, because certainly everybody on the call is curious.

No, completely understand. And I'm sure you can understand a lot of conversations I'm not privy to, so I can't really speculate on anything. And how it happened. And look, I can just tell you at the end of the day, at a high level, there was definitely a divergent view on what Ann believed she needed to be CEO. And, you know, in the board, what they believed was in the best interest of the company and shareholders at the end of the day. But I really don't have true insight into all the timing and all those conversations that were happening to be able to comment about it.

Okay, thank you for that. Also, Samir, I believe there was a dis-synergy on whole-course specifically built into the IAA pitch. Can you confirm what that was and maybe the timing? I know you talked a little bit about it earlier, the timing of capturing that business, if there was a specific dis-synergy built into the outlook?

Yeah, I don't think we specifically quantified or disclosed what the dis-synergy was when we originally talked about the transaction, but it was fully baked into the ranges that we had provided. So, I wouldn't say there was anything different here.

Okay. Thank you. Take it offline.

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

All right, everyone, thank you so much for taking the time, and I just want to reiterate how excited I am about the future of the combined company, and I can't wait for our next quarter call. Thank you so much.

Thank you. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.