Good morning. My name is Chris, and I'll be your conference operator today. At this time, I'd like to welcome everyone to the Ritchie Bros. Auctioneers First Quarter Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. 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 morning, and thank you for joining us on today's call to discuss our first quarter 2022 results. Joining me today are Ann Fandozzi, our Chief Executive Officer; and Sharon Driscoll, our Chief Financial Officer. The following discussions will include forward-looking statements. Comments that are not a statement of fact, including projections of future performance are considered forward-looking and involve risks and uncertainties. The risks and uncertainties that could cause our actual and operating results to differ significantly from our forward-looking statements are detailed in our SEC and Canadian Securities filings available on our Investor Relations website. For the identification of discussion of non-GAAP financial measures, the most directly comparable GAAP financial measures and a reconciliation between the two, please see our presentation slides, earnings release, and Form 10-K all available on our website. I would now like to introduce Ann Fandozzi. Ann?

Thank you, Sameer. And good morning to everyone joining our call today. We drove solid results in the first quarter with 13% GTV growth, 19% service revenue growth, and 54% growth in non-GAAP adjusted operating income. As the unprecedented supply environment continues to drive equipment constraints, these results are a testament to the entire Ritchie Bros. team coming together to serve our customers around the globe. And I see this quarter as early signs of our growth initiatives beginning to bear fruit. Our omni-channel platform is delivering strong outcomes for our customers with bids per lot and used equipment pricing remaining very strong in the first quarter. We are excited to welcome customers back to our flagship Orlando event, which was a huge success. It was wonderful to celebrate with our customers and continue to drive great results for them. We are fundamentally changing these types of events, to focus more on in-person interactions, building even stronger relationships, and creating an environment where our customers can engage with our entire ecosystem, helping them discover the new Ritchie Bros. and the large array of value-added services, which can strengthen their business outcomes. Our transformational journey continues, and I look forward to what we learn together with our customers and how we evolve these events in 2022. Now moving to Euro Auction. I was very disappointed by the decision taken by the CMA to refer the proposed acquisition to Phase 2 review and respectfully disagree with a very narrow definition of our collective market and resulting views. While we believe the proposed acquisition would have accelerated our strategy, we remain committed to forging ahead in our transformational journey to becoming the trusted global marketplace for insight services and transaction solutions. That said, the transaction will automatically terminate on June 28, 2022. And we redeemed all the deal contingent notes on May 4 that were held in Escrow at par. We will continue to execute on growth, both through organic investments and key acquisitions to accelerate our pace in achieving our transformation. Our vision is clear. And we want to give all of you the transparency on our journey. And on a quarterly basis, there's considerable amount of noise, especially in this environment, which is why we want to share our learnings as we go. So you all have the confidence that our strategy is working. To that end, we are hosting an Investor Event next week on May 18 in Fort Worth. I hope all of you have a chance to listen to the webcast or if you are interested in attending in person and haven't already RSVP'd please contact Sameer. We want to give everyone a more detailed view on the acquisitions we have made, showcase their technologies, and how the pieces fit with our marketplace vision. We will also have time to go into learning from our accelerated growth initiatives, such as the local growth strategy and sales coverage model. It will be a great event. I hope all of you take the time to listen to our story. Moving to our inventory management system, we continue to make strong progress. And in the first quarter, we added more organizations to the system than all of last year combined with a 103% sequential growth. The KPI we continue to focus on is the number of organizations. So as we build out our marketplace functionality, we are able to have scale quickly through deeper and stronger relationships with our customers. After Sharon discusses our financials, I will talk about our outlook. And then we will move to Q&A. And now, over to Sharon.

Thank you, Ann. Let me add my welcome to everyone on this call. In the first quarter GTV increased 13% with broad strength across all regions. We continue to see very strong contributions from our regional sales teams, somewhat offset by acute supply challenges in our Strategic Accounts Group. Recall that our SAG team services large fleet owners, and these customers are the most impacted by new and used equipment tightness. We continue to see robust increases in mixed adjusted prices of equipment, offset by lower lot volumes and unfavorable mix. We are pleased with the first quarter and see this as a very strong result given OEMs are still facing challenges with production and delivery lead times and overall supply of used equipment continues to be constrained. Both total reported revenue and service revenue increased 19% compared to last year. On an organic basis, excluding the impact from SmartEquip, total service revenue increased approximately 17%. Total service revenue continues to exceed total GTV growth in line with our evergreen model. Our other services segment continues to show robust growth as well, increasing 29% in the quarter and up approximately 15% on an organic basis excluding SmartEquip revenues. We continue to see strength in Ritchie Bros. financial services growing 71% in the quarter. This growth was partially offset by lower ancillary revenues from logistics, refurbishment, and repair due to lower unit volumes and overall mix of equipment. Our non-GAAP adjusted operating income increased 54% on strong revenue performance with flow-through to earnings partially offset by higher SG&A costs. It is also important to note that the sale of our Bolton yard was completed this quarter. And we posted a pre-tax gain on this transaction of $169 million. This gain, in combination with our very strong operational performance, drove a reported diluted earnings per share number of $1.60, generating the highest quarterly earnings results in the company's history. Turning to auctions and marketplaces. A&M service revenue increased 17% and our take rate for A&M service revenue as a percentage of total GTV came in at a robust 13.9% for the quarter. Of note, our Canadian GTV saw strong growth, partially driven by a healthy contribution within our agriculture sector and our on-the-farm auction events. As we've noted in the past, inventory sales tend to be lumpy and driven by consigner preferences. And in the first quarter, inventory sales increased 19% with strength in the U.S. partially offset by lower volumes in Canada. Inventory returns remain strong at 11.7%. Our sales teams are doing a great job finding equipment in a tough equipment supply environment. And overall we are pleased with our revenue rate performance as both profit on inventory sales and service revenues improved versus the prior year. Cost of services plus SG&A was up 9%. With total SG&A increasing 11% compared to last year. Note that cost of services less the incremental contribution of SmartEquip would have been roughly flat year-on-year. Total SG&A increased about 11%. However, this includes $5.4 million in share-based payments and $2.3 million in non-recurring advisory legal and restructuring costs. Once you look at SG&A, excluding these highlighted items, our core SG&A increased about 8%. This increase was primarily driven by investments to fuel our accelerated growth initiatives such as our new sales coverage model and our new local yard strategy, as well as our partnership with Thoughtworks to advance our modern architecture initiatives, as we continue our journey to transform to a marketplace. We also saw costs pick up in travel expenses as the team gets back on the road. We remain very diligent on costs and we are making prudent investments that unlock the long-term potential of our strategic vision. We will continue to invest for organic growth, build out our technology architecture, which underpins our marketplace strategy, and highlight that we are not immune from current inflationary pressures. As such, we expect our SG&A in the second quarter of 2022, excluding share-based payments and one-time non-recurring charges, to be between $128 million to $133 million. Our cash flow remains very robust with 12 trailing months operating free cash flow of $446 million, which is 193% of our non-GAAP adjusted net income, delivering well above our stated evergreen model targets. At the end of the quarter, our adjusted net debt to trailing 12 months non-GAAP adjusted EBITDA reduced to 0.5 times as we use proceeds received from the Bolton transaction to repay outstanding draws on our revolving credit facilities. And subsequent to quarter-end, on May 4, we redeemed at par our deal contingent notes associated with the Euro Auction transactions with accrued interest to that date. For modeling purposes, we currently project interest expense of $18 million in the second quarter, with a run rate of approximately $12 million starting in the third quarter of 2022 based on currently forecasted organic operating, overall a very good quarter across all financial dimensions. And with that, I will hand it back over to Ann.

Thank you, Sharon. Now turning to our current trends and outlook, there is no change in our view here. The environment remains very tight for equipment due to all the supply chain reasons which continue to persist. That said, we see this environment as a point in time and consider it outside of our control. Utilization levels are high, and equipment is being used and continues to age. This pent-up supply will certainly need disposition services in the future. Until that time, we are focused on growth in today's constrained environment by concentrating on what we can control. With our teams providing the very best omnichannel solutions for our customers, continuing to test, learn, and invest in growth initiatives, and executing on our vision to become the global trusted marketplace for insights, services, and transaction solutions. And with that, operator, please open the line for questions.

Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. Your first question comes from Gary Prestopino, Barrington Research. Gary, please go ahead.

Hi, thank you. Good morning. Hey, Ann, you mentioned that nothing's really changed out there with the inventory situation with the new and used equipment coming through the channels?

Hi, Gary. Yes, so we're seeing a similar tightness. So I just want to make sure we peel the onion. When I say nothing is unchanged. I mean, kind of the general supply environment out there is so tight and there's not a very clear end in sight, even though we obviously know there will be an end at some point when the supply chain catches up. That's in sharp contrast to the initiatives our teams are taking on, both on the growth initiative side, and the way we're executing in order to really make the most of the environment as it is. And we saw that in our financials.

Right. So were you a little bit surprised that the growth of GTV in the quarter, I mean, there was some shifting of an auction from Q2 to Q1 in Nova Scotia. I'm not sure how big that auction normally is. And then you had a new site that came up. I mean, that's just really indicative of strong market share gains almost, I'm reading it wrong.

You are reading it right, Gary. So I would say, maybe surprise is not the word. I think the trajectory that we've been on if you guys take a step back, is up into the right, unquestionable. Some quarters that shows up much stronger, some quarters like Q4 a little bit less, but still up into the right. I think the notable trends are those if you look over time, exactly as you say signify just a tremendous performance by this team in this environment. And again, we view that largely out of our control. The nice thing is that we're putting all of the pieces in place; they're already bearing fruit in this environment. So you can extrapolate that when the environment turns, the local yards, the feet on the street, all of the investments we're making you're seeing them in the SG&A are bearing fruit today and will bear that much more fruit as the environment turns.

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

Hi, good morning. Thanks for taking my question. I wanted to ask, I think the filing mentioned some higher advisor fee rates implemented in 2021 and early in 2022. And then we saw some impact from that maybe when we looked at strong service revenue relative to GTV growth. Can that metric hold or potentially, I guess, increase as those fees are fully baked in Q2 and beyond?

Hi, Kevin, it is Ann. I want to make sure that I'm understanding your question. There was an SG&A impact on kind of advisors to us when we think about M&A and all of the things we've been through. And then there's our service revenues, which provide the insights. Yes, please.

Yes, I think the filing just mentioned that you raised a buyer fee for your services, which may have benefited service revenue relative to GTV. I want to say service revenues as a percentage of GTV was 17% in the quarter; is that correct?

That is correct, yes, okay, got it. So I understand. Yes, so when you think about when we perform our services, I'll start and then I'll turn it over to Sharon. We charge how we are a marketplace, right. So largely, we charge fees for insight services, financial services, and then obviously, our transaction solution services. When we think about that fee structure, we're always cognizant of the competitive landscape. And we talked about pricing before on these calls that with something historically, the company really didn't do much of and now we're really looking at the competitive market. And understanding kind of the services we provide vis-à-vis, what the market is charging for those services, number one. Number two, there's a nuance of the fact that we have pricing tiers. And Sharon has spoken about this before. And as the equipment price is higher, we have to adjust tiers, it shows us pricing, but we adjust tiers to make sure that we actually aren't making less money for the same services we provide. So there's kind of a nuance of that. So there's really two sides of the way that we look at pricing, ensuring that our tiers are staying as they're intending to be, as well as kind of a competitive marketplace position of that. So, in fact, we review it on a regular basis with pricing doing what it's doing more than once a year to ensure that we're competitive both on up and on down just making sure that we're keeping pace with the market. Sharon, anything to add?

I think only this is something that we do look at on a regular basis, and I think the only impact this year that's a bit different than prior-year was prior-year the increase was effective kind of in the March timeframe and this year the fees changed effective January 1. So that's why you end up with a bit of a double impact of the growth from the prior year fee change as well as the current year fees. But to echo Ann's point this is really just to reflect the service and value that we are driving, particularly for the buyers.

Okay, that helps a lot with the timing, insight there. Thank you. And then if I could ask one quick follow-up on a few weeks ago, you had a press release, announcing that a European equipment financing firm has selected your Asset Solutions season, it's asset valuation. Just wanted to ask if that was one of the larger wins for RBA so far, if there are other examples you could point to, to serve this potentially a proof of concept. Or just what any more detail on what that agreement would look like in terms of the services provided, or how you monetize it?

Yes, Kevin. So let me start and then I'm going to pass it over to Matt Ackley, our Chief Marketing Officer. We were so proud of that, again, when you start seeing the green shoots, whether it's the feet on the street initiative, whether it's the local yards, as we've been talking about, kind of our insight services, pieces of our offerings. We are very, very proud of that that is starting to take hold as well. So with that, Matt, you want to shed some light on it?

Sure, yes. This was, as Ann mentioned, insights are a key part of our total offering. And this was primarily a data deal with that European bank, many of the banks over there use our data to assess the quality of their portfolios vis-à-vis some European regulations related to what happened in 2008. So it's kind of the way to think about it as a tip of the spear is that, hey, if we're able to go in and offer our data, then we also are able to go in and provide other services on top of that based on our technology, such that if and when in the future, they need to dispose of assets, they are on the platform, it's ready to go. And it just becomes suffice it to say, click on the button. And then some of those assets can flow into our transactional domains. But this particular deal was using the insights piece of our vast platform to build that initial relationship with the bank.

Thank you. Your next question comes from Michael Doumet of Scotiabank. Michael, please go ahead.

Hey, good morning, everybody. Great quarter, obviously. Just to go back to the fee increase, just wondering how to think about it. And whether that's you essentially moving on, what we are seeing is stronger buyer demand here. And thinking forward at some point, as supply essentially catches up to demand. I'm wondering how we should think about the sustainability of the fee increase, and maybe thinking as to maybe the commission increases, maybe supply catches up versus demand?

Yes, Michael, hi it's Ann. Okay, let me shed light. And this is why I think the way to think about this conversation is less about fees and fee increases, and more about, I'll just take us back to the evergreen model commitment we made to ourselves, to our investors to all of you and how that actually comes to be. So when we rolled out the evergreen model, which was December 2020, and we kind of highlighted the transformation to the marketplace, we made the following commitments: we said look, GTV, as strong as Ritchie Bros. as GTV has only grown very low single-digits for quite some time. Our commitment is get that to grow middle single-digits, high single-digits, low double-digits, kind of keep that pace going. We further committed to driving our services revenue significantly above the underlying GTV, like consistent with this marketplace commission, that we would obviously offer services on the underlying GTV. That's how we make money. But we will also go above and beyond dipping much further into the $300 billion of transactions, 90% of which occur outside of the auction channel. So we were very clear about that. So what you will always see from us as we deliver. Again, just as a reminder to everybody, it's not about one quarter, it's not about two quarters, it's about a constant drumbeat of up into the right as we drive this vision forward. And so you will constantly see services revenue outpacing and then the growth of that pace. This is what you're going to hold us to over time. GTV is going to be growing much faster than it has before. But the services revenue will be growing faster still. And it's going to come from lots of ways. When you think about the fees that we charge for the underlying GTV transactions, again, think of those as marketplace-based. And as the market ebbs and flows, those fees will get in line. Our commitment, however, is really the way to think about your modeling use, the GTV growth rate was low single-digits, our commitment is mid then high then double-digit, the services revenue is above GTV, and will continue to grow at a faster pace than GTV. So I hope that kind of answers the kind of modeling side of it.

No, I think that was fine.

Yes, like that was great color. And, obviously great results in the quarter. So that was helpful. The second question is around GTV in Canada that was close to 50% in the quarter, obviously very nice. I just wondering if you can maybe break that down a little bit. For us, it looks like there was a large contribution from a shift in the calendar Ag. Looks like it was pretty strong across the board, including international. Just wondering how to think about the sustainability of that GTV there for me for the balance of the year as well?

Yes, so let me start and then I'm going to turn it over to Kari Taylor, our Chief Revenue Officer. Canada had a fundamental shift during COVID and you saw it in our really Ag business. And the fundamental shift was online and out where historically when we would have to do on-farm transactions. They would have to be large, large, impersonal auctions; they would be at the mercy of weather. Candidly, again, they're not known for its balmy weather in early months of the year. And so there was kind of a natural throttling of growth. Through COVID and our kind of leading in an investment in our technology, we were able to shift those transactions largely online, opening up the calendar for the Canada team, opening up the strength of those transactions, and the resulting pricing that has been incredible. And you see it very starkly in Q1 in Canada. Lots and lots of things the Canadian team is doing right, that has been most notable where the transition to online has just unlocked that market in a way that we never could have before. Let me pause here and Kari anything to add?

Thanks, Ann. I think also, we're calling out the steady progress of our sales initiatives, which is really both a combination of the new coverage model and local yards. And an example of the local yards is just really strong growth out of Australia, driven by both frequency and having new geography to sell. I'll be going much deeper into the discussion sales coverage in most of the yards next week at Investor Week. Lots of learnings and things we're starting to scale and even further tests we're taking on.

Thank you, Kari.

Alright, great. Thanks and good morning. I guess just on one of the earlier comments around where the growth could come from in the future with your balance sheet, what is that now and no longer pursuing your options? I guess how are you thinking about capital allocation? And maybe you can touch on the type of M&A you might be interested in at this point.

Yes, let me start and then I'm going to turn it over to Sharon. So what we have said all along is that we're on a journey to transforming to a marketplace. When we think of M&A, and we have a very robust pipeline, it is about a single word, which is acceleration. Are there M&A targets out there that would accelerate our journey? If yes, then we click down. And this is just to share with you how we look at M&A. We then click down and we say, look, there are two things that we need for any business that we would look to acquire. The first is we need a healthy business. We need a business that's strong that we believe in the underlying growth potential of, we love the management team this is, we can certainly see it with Rouse and SmartEquip, it needs to really need a very, very high hurdle for us to say, okay, this is an interesting business. And the other side, and this is related to acceleration, we need to ensure that there is an acceleration that that business and that team can provide to the broader ecosystem of Ritchie Bros. and really for where we're headed in the marketplace. So as an example, Rouse, very healthy business, double-digit growth rates continuing, we can actually bolster those, that's great. And the other side, we're already seeing the benefit of Rouse for example, with Ritchie Bros. Marketplace-E, so just as a reminder, that is a reserved auction that we run, it's not about listing a bunch of assets, it's about those assets transacting, and we call that transaction kill rate. We have applied the Rouse Analytics much like other Rouse customers to our MPE functionality driving the kill rate significantly higher than before the acquisition. And again, you see that in the flow-through to our growth. So it's just an example of how we look at M&A, it has to be very, very strong businesses, and then they have to really deliver something for the Ritchie Bros. ecosystem today, like Rouse has done or in the near future, like SmartEquip will do. So I will pause here saying we have a very robust M&A pipeline that kind of fits those trajectories. And given our leverage ratio, we certainly have the optionality to pursue them, as they come up.

Yes, I think what I would add is, again, we were incredibly disappointed that we had to withdraw from the Euro transaction. But really the big takeaway from that is the markets are so receptive that the credit markets and our bank partners have been so receptive to our growth ideas, and the growth potential of this business, our balance sheet is in fantastic shape; it's just poised to be able to support both organic and inorganic opportunities that come our way. And so although we're disappointed that we were not able to complete that transaction, as Ann said, we are looking at alternate ways to continue to deliver on our growth strategy. And the markets are very supportive, and will give us access to capital to do that.

Thanks for that color. And if I could just maybe one follow-up on the M&A side, I guess, it is obviously larger transactions added similar type of capabilities, which you have already, was that from your perspective a one-off given its geographic presence or could your pipeline include other similar sort of auction assets more generally? We need more people in this geography or this type of or this channel that we're not in? Or is it more things like Rouse we should expect going forward? Maybe just things that are more technology-oriented.

Yes, so let me start and then I'm going to turn it over to Jim Kessler, our President and Chief Operating Officer. I think the question you're asking is very insightful, in that there's always an "and" to the acquisition. So on the surface, Euro Auctions would give us a bigger footprint in Europe obviously and again right scale, all of the things that went with it made a lot of sense. But the second part of it is equally important, and that is that it offers, it offered us kind of unique capabilities, and Euro Auctions functions on a sourcing model, one we've learned from and we're going to be taking forward. But it's important to understand that there's plenty of things to buy out there. But we're looking for that twofer every time; we're looking for a very good business, but we're looking for something that will enhance our capabilities, geographically selling models, so on and so forth. Let me pause here and turn it over to Jim.

Hey, Ann. Thank you so much. No, I think it's a great question. So to Ann's point in two parts, so definitely auctions and auction transactions when there's opportunity just like Euro in a certain area or region of a country, we definitely want to look at those and be opportunistic when we have the chance to do it. So 100% yes, there could be other auction players that fit the need that we have today. And then the second thing with the marketplace, when we look at a potential partner and think about Rouse, SmartEquip and Ritchie Bros. Financial Services, they're very complementary to an auction transaction, but the unique thing that they each have is an ability to generate revenue outside of that auction transaction. And think about Ritchie Bros. Financial Services. So, it works great when someone's buying a piece of equipment with us, but also, there's a second and third bidder and we might not have that equipment disposed of at the time, but they're going to go out and find that equipment somewhere else, and they can bring their line of credit with them and buy that piece of equipment, and we're still financing that on their behalf. And the same thing with insights and parts and services and other things that we would look to buy inside of the marketplace will have a similar characteristic, where they really complement what we do today inside of auction but also will have an ability to generate a revenue stream outside of just Ritchie Bros. at the same time. So that's kind of the path we're on right now.

Okay. And just the last one, I would say IMS, I guess you called that a pretty sizable increase in the number of organizations signed up, I guess maybe you could talk about what drove that, is it just a snowballing effect, is there an area of the market that you weren't focusing on before? And then, just secondly, what are you hearing in terms of feedback from the folks that are signed up that you're bringing onto the platform in terms of any changes, you are suggesting, what's working there, what you might need to tweak over the next little while to get more folks signed up?

We are very proud of our underlying business performance. We're also focused on advancing our marketplace vision and ensuring our strategic initiatives keep pace with that vision, which aims to transform the marketplace. This transformation should lead to substantial growth in service revenue. IMS is crucial; we refer to it as the gateway into our ecosystem. Currently, we're concentrating on organizations, as that marks the beginning of a cycle that encourages customer loyalty. Our biggest advantage right now is the annual contracts. Previously, our approach involved dealing with individual sellers for single auctions, signing contracts for each one. IMS has changed that dynamic by allowing for annual contracts. Although we are still developing the marketplace functionalities to leverage this fully, our focus on organizations lays the groundwork for regular transactions and integrating customers into our ecosystem. This is the main benefit of IMS for both our customers and us, enabling smooth ongoing business interactions. The rapid growth is driven by our sales team, under Gary's leadership, who have recognized how much simpler this process is for our customers. This creates lasting loyalty, making it easier for customers to continue doing business with us. We're pleased with the ongoing momentum and growth in this area.

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

Thank you so much. Okay, back to me, this is Ann. I just want to thank you all for taking your time this morning or this afternoon, depending on what part of the world you happen to be in. Just as a summary, we're really excited about the performance we were able to drive. But more than that, really excited about the fact that the initiatives that you guys have been hearing about us talk about for over a year now are starting to bear fruit. And as a public service announcement, Sameer would kill me. Our Investor Presentations are next week, please join us virtually, please join us in person. But we will be telling you even more about our story and we're all just excited. But in the meantime, thank you so much and hoping everybody out there is safe and continues to stay healthy. Thank you.

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.