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Hello and welcome to the RB Global Fourth Quarter 2024 Earnings Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] I would now like to turn the conference over to Sameer Rathod, Vice President of Investor Relations and Market Intelligence. You may begin.

Hello and good afternoon. Thank you for joining us today to discuss our fourth quarter results. Jim Kessler, our Chief Executive Officer; and Eric Guerin, our Chief Financial Officer, are with me on the call today. The following discussion will include forward-looking statements, including projections of future earnings, business and market trends. These statements should be considered in conjunction with our cautionary statements contained in our earnings release and in our periodic SEC reports. On this call, we will also discuss certain 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 earnings release and periodic SEC reports. At this time, I would like to turn the call over to Jim Kessler. Jim?

Thanks, Sameer and good afternoon to everyone joining the call. I want to start by thanking our teammates for their hard work and dedication as we continue over delivering for our partners and customers. RB Global's fourth quarter highlights our commitment to disciplined execution and we finished the year strong, with fourth quarter adjusted EBITDA increasing 13% on a 2% increase in gross transactional value. I want to provide an update on the strategic review we conducted in 2024 and share how the new leadership team is shaping the vision for RB Global's future. At the heart of our company, we are defined by our commitments to our partners and customers and more importantly, our ability to execute those commitments. We recognize that the world around us has constantly evolved as are our partners' needs and expectations however, what remains unchanged is their desire to work with a trusted partner, one who listens, understands their challenges and takes a proactive approach to delivering solutions that drive superior business outcomes. This is the foundation of our growth strategy, put our partners first and over deliver on our commitments. By consistently doing this, we will solidify our position as their trusted global partner for insights, services and transaction solutions. And of course, we will do this with an eye toward our operational efficiency and excellence. We see significant opportunities to drive transactions and grow our market share by creating a seamless and trusted experience for our sellers and buyers. We have three key areas of strategic focus. First, we aim for premium price performance for the assets transacted across our omnichannel marketplace while effectively accommodating our partners' liquidity preferences. This is about managing supply and creating deep liquidity pools by expanding the global buyer base. We are doing this by harnessing technology to merchandise assets at scale and providing a diverse and thoughtful, selective range of assets to meet each buyer's unique needs. Second, we are focused on growing our enterprise partner base. This includes insurance companies in our automotive sector and large fleet owners in our CC&T sector. Our partners increasingly rely on our expertise to enhance their profitability by optimizing the life cycle of the assets they transact through us. The more effectively we can communicate and demonstrate our value upstream from the transaction the stronger our position will be in earning more transactions from partners and gaining market share. This means helping insurance partners with the first notice of loss, shortened total cycle times and reducing advanced charges. In CC&T this involves supporting partners with insights, minimizing maintenance costs with SmartEquip and streamlining asset transportation with VeriTread. At the end of the day, it's about driving a quantifier value to their P&L. Lastly, we remain focused on driving growth with our regional CC&P customers, comprised of small and midsized businesses that highly value personalized engagement and relationships with our territory managers. By leveraging the expertise of our sales team as trusted advisers, we are confident in our ability to strengthen existing relationships and build new ones. As we optimize and expand our sales coverage, we are well positioned to capture additional market share and deliver sustained growth. We will enable all of this by continuing to focus on modernizing our technology capabilities, investing in the development of our teammates and strategically deploying M&A to expand our capabilities and market reach. Looking back to 2024, we made significant progress on all these enablers to accelerate growth. I am proud of the advancements of our technology capabilities with the launch of rbauction.com on a modern technology stack. This will be the cornerstone for efficient and scalable growth in the CC&T sector. We invested in our team and welcome several talented senior leaders to our organization, including Eric, our CFO; Steve Lewis, our COO; and Nancy King, our CTO. Lastly, we enhanced our omnichannel marketplace by acquiring a new channel, Boom & Bucket, a technology-enabled fixed-price marketplace. Now let's move to the business trends we have been seeing recently. Although we are hearing more confidence and optimism from our partners and customers in CC&T, they continue to evaluate business conditions in the face of continued uncertainty in 2025, much like last quarter, we would continue to describe the environment as wait and see. We are the ideal partner to help the industry navigate its fleet management needs and either a slowdown where the customers execute a deep fleeting strategy or a reacceleration where customers start purchasing new equipment and driving decisions on aged equipment. We are focused on driving sustainable growth and continue to invest in our North American sales organization. Now let's move to the automotive sector. I am proud of the team and pleased that we consistently delivered exceptional performance to all of our partners in the fourth quarter. All key SLA metrics remain strong at a very high level. Fourth quarter salvage industry volumes benefited from cat events and the ongoing secular growth and loss ratios fueled by the favorable spread between repair cost inflation and used vehicle inflation. In the fourth quarter, CCC Intelligence Solutions estimated that the total loss ratio increased nearly 230 basis points to approximately 23.8% compared to 21.5% in the same period last year. We continue to attract new international buyers to our marketplace, achieving a record high percentage of vehicles sold to international buyers in our automotive sector. That said, we are starting to cycle over some of the significant process and technology improvements from last year and are, therefore, more exposed to the weakness in the broader macro environment. Average selling prices of salvage U.S. insurance vehicles declined less than 1%. And when excluding the impacts from CAT declined approximately 2% year-over-year. I will now pass the call to Eric to review our financial performance and outlook.

Thank you, Jim. As I conclude my first full year as CFO, I am proud of the financial discipline we've instilled as a team. This past year, we have maintained a strong focus on operational efficiency, strategically investing in long-term growth opportunities and substantially reducing our leverage. Total GTV increased by 2%. Automotive GTV increased by 4%, driven by a 7% increase in unit volumes, partially offset by a decline in the average price per vehicle sold. Excluding catastrophe-related impacts, our automotive sector GTV would have declined by approximately 4%, while unit volumes would have increased by approximately 1%. Unit volume growth, excluding the impact of the cat in the quarter, was driven by strong organic growth from existing partners, partially offset by the previously announced customer loss. We expect to completely lap the volume loss associated with this customer in the second quarter of 2025. GTV in the commercial construction and transportation sector decreased by 1% driven by a decline in the average price per lot sold, partially offset by an 18% increase in lot volumes. The average price per lot sold declined due to both asset mix and continued deflation in asset values. Asset mix headwinds stemmed from lot volume growth from rental and transportation industries where asset values are intrinsically at lower ASPs. Excluding the impact of the Yellow Corporation bankruptcy, the GTV decline in the commercial construction and transportation sector would have been approximately 2%. By the end of the fourth quarter, most of the unit volumes related to Yellow had been sold. Moving to service revenue. Service revenue increased by 8% due to a higher service revenue take rate and higher GTV. The service take rate increased approximately 110 basis points year-over-year to 21.3% driven by a higher average buyer fee rate and growth in our marketplace services. Moving to adjusted EBITDA. Adjusted EBITDA increased 13% on the expansion in our service revenue take rate, a higher level of GTV and a higher contribution from inventory returns. Our dedication to efficiency and disciplined execution was evident again in the fourth quarter as adjusted EBITDA as a percentage of GTV increased to 8.4% compared to 7.7% in the prior year. Adjusted earnings per share increased by 16% on higher operating income and lower net interest expense, partially offset by a slightly higher adjusted tax rate. Our solid operational performance and continued debt paydown drove a 0.1 turn decline in our adjusted net debt to trailing 12 months adjusted EBITDA to approximately 1.6x compared to the third quarter of 2024. Moving to the outlook. We wanted to provide our initial thoughts for 2025. We expect full year gross transaction values to grow between 0% and 3% year-over-year as we continue to gain market share in 2025. Note that we will face the most challenged comparison in the first quarter of 2025 and expect consolidated GTV to decline mid-single digits year-over-year. We remain dedicated to our operational excellence program, while prudently investing in growth initiatives. We expect full year adjusted EBITDA between $1.32 billion and $1.38 billion, or approximately 1% and 6% year-over-year growth. We also expect our full year 2025 GAAP and adjusted tax rate to be consistent with 2024 and be between 25% and 28%. Moving to CapEx. We currently expect full year capital expenditures which include PP&E net of proceeds on disposal and additions to tangible assets to be between $350 million and $400 million. This is a step-up compared to 2024, mainly due to our investment to support our Greenfield expansion in Australia, selectively acquiring property to optimize our portfolio while supporting volume growth and continued investment in technology. With that, let's open the call for questions.

[Operator Instructions] Your first question comes from Steven Hansen with Raymond James.

Just a quick question on the market share gains that you described. I mean how do you feel about progressing that through the balance of '25? You've spoken to some wins already that are on your belt, do you expect additional wins through the balance of this year? Anything large and material or is it going to be small incremental wins as you go?

Steven, Jim. Great question. I'm just going to stick to what's in our control. We're going to be very focused on providing the highest level of service to our partners. And more specifically, the team is very focused on, especially in this environment, how do we add value to our partners so they can see in their P&L. And that's what the team is really focused on. And we believe by staying focused on that, that's going to produce the outcome which we want as additional market share. But to fully answer your question, the one part of the equation is not in my control of when someone says yes. So what we're going to stay focused on is what is in our control and make sure we keep delivering value to our partners.

And I'll just ask one more here and then turn it back in the queue. But just curious, Jim, I think you mentioned a couple of different items in terms of capital allocation priorities and one of them was NA. I mean where does that land in sort of the collective priority list for you as it stands? It sounds like you've got a bunch of things you want to invest in. Just curious if M&A overrides the potential for buybacks at some point in the future as well.

Eric, do you want to take that one?

Yes. As we laid out a couple of quarters ago, our capital allocation framework, we've always had M&A listed on there. My focus for most of '24 was to get within our net debt to adjusted EBITDA range. As I articulated on this call, we're at 1.6x. So we're in a good place there. So it's part of our strategy. It always has been, as we laid out earlier in '24. So we continue to look at M&A opportunities but it's an end statement, not an ore. We'll continue to look at paying down debt. We'll look at M&A and we'll look at reinvesting in the business and organic opportunities, like I described on the capital allocation side. So we'll look at technology and continue to look at properties.

The next question comes from Michael Feniger with Bank of America.

Yes. Just on the GTV growth outlook, you mentioned, obviously Q1, a tough comp. Is there any help you can kind of give us between the split of auto which seems like you guys are gaining share versus the commercial transportation? Clearly, you guys have a tough comp you're cycling through the Yellow, still a good performance in Q4. Just curious, I know you guys have Orlando in a few days, you're seeing how that builds. I'm just curious what you're kind of expecting with some of the puts and takes, how we should kind of think of that GTV makeup right there.

Yes. I'll start and Michael -- and then I'll pass it over to Eric to add any more color if he would like. Let me just start with automotive first. Just as a reminder, the carrier loss that we announced a little bit over a year ago. This is the last quarter that we have to do with that conversation. And then all other gains that we talked about start to kick in. So I think we feel really good about the trajectory of automotive of where it is. When we get into CC&T along with Yellow, I just want to remind the group -- and this really goes back to when COVID created very erratic supply chain and equipment wasn't getting produced and then a couple of years later, equipment got new equipment got produced and then there was a lot of disposal and with the very large strategic accounts we have, we got the benefit over a year ago, well, that disposal never going up against it. And I don't consider that -- I think about it like Yellow. It was really the COVID was a onetime event that happened. We got the benefit. So to me, when you really look over 2 years, you kind of get a normalized growth rate that you would expect for this sector. And that's what you will see. So that's why we're just calling it out because they're very unique things that have happened over that time period. And then when we start looking into the back half, it starts to look normal without those things. We still have Yellow that we have to deal with for the whole year but that starts to become less as you go out the year. Eric, is there anything you would like to add?

I think, Jim, you covered it.

Jim, if I could just squeeze one more in. I'd love to get your sense of what you're hearing on the auto side. Obviously, you guys are gaining share which is what you can control. There's just a lot of headlines around tariffs and what that might mean for the auto side. Just -- is there any impact how that would flow through to the salvage side? Are you hearing that come up with buyers or sellers, the knock-on effect of what tariffs might mean to the new truck -- new automobile side, how that might flow through the salvage or maybe there really isn't an impact. I'd just love to get that sense.

Yes. Look, first, we'll just start with, as we think about the tariffs first between Mexico and Canada, everything got delayed, right? Of course, we're still working through with our customers and our partners what would that mean if something happens. I think the great thing about our marketplace no matter if it's a CC&T or the automotive side, there was a need for these assets and it's really up to our team with insights and data, how do we help them navigate this world because there is a need for these assets as we go through it. So we're going to be very focused on what's really going to happen, how do we navigate it, how do we use all the data and insights. And again, what we want to get back to is making sure we're adding value to our partners no matter what environment we have. And the one benefit we do have with RB Global is being a global company. We have access to a lot of liquidity in a lot of markets and a lot of different things that we can help our partners navigate through this time. And I think the one thing that we're hearing the most apprehension about from the automotive side of our partner is really automotive parts is really what we hear more the concern of what's going to happen to the supply chain -- if tariffs get enacted versus the salvage car itself. But Eric, Sameer, anything from either you that you'd like to add? Okay. I think that is...

The next question comes from Craig Kennison with Baird.

Jim, you mentioned in the CC&T business, kind of a wait and see market. And I think that was an appropriate description last quarter as well. Wondering what you see as a potential trigger to change the nature of this market so that transactions start to flow a little better?

Yes. Look, for us, we're constantly in communication with our partners. I think interest rates not really coming down further, where I think everyone would have hoped there would have been some more cuts which were there then attracted, okay, do I invest in new equipment going through it, wait and see with tariffs. I think some of our partners are waiting to see these mega projects, do they come to fruition, what's going to happen with the new administration. I think everyone has hope of what's going to happen. But like all this, we have to manage our balance sheet and our cash flow. And the great thing for our business, we realize we're not going to control their decision of when they make the decision to do dispositions. But again, we're going to add value, no matter if the data insights, if it's transportation services, inspections, appraisals, everything we can do to help them optimize their P&L and when they're ready for dispositions. And I think we showed it when COVID happened and all that new equipment came in, they had a disposal of equipment. I don't think there was anyone else with our scale that could have helped them in that time to manage premium price to get this through the auction channels that we have. So I think we've showed when someone is ready to make the decision, we're the right partner and to be able to help them with it. So that's what we stay focused on.

And maybe as a follow-up, it looks like the federal government is taking a harder look at efficiency through DOGE. I'm curious if you're seeing any uptick in activity on your platform as it relates to potential RFPs or projects associated with assets that just may not be needed anymore.

Look, it's a hard question, right? Because when you think about the categories on a large scale, we definitely see the surplus items and in different brands that we serve that fit that. But I wouldn't call it anything abnormal right at this point yet.

Your next question comes from Gary Prestopino with Barrington.

Jim, since we're almost over a year into this with the IAA transaction, can you give us some idea of how much you've reduced the cycle times and how much you've increased the salvage returns for your customers on average?

Yes. We're not going to go to specific metrics. We actually issue a quarterly KPI report to all insurance partners that explain this. What I would just say to this group is we are very confident that we are going to consistently overperform to the SLAs that we've committed to, to our partners and we're going to be relentless. We are not going to stop, we're going to continue to drive up those numbers and we're going to innovate and look for ways to do it. But I just want to share our confidence. We're about a year into issuing to the global insurance space, no matter if you do business with us, if you don't, we issue it to all the leaders of the insurance companies and just to create transparency and to show our confidence of our performance and I believe it's very consistent performance over the last 18 months that I'm very proud of for the team.

And then just in terms of your international buyers of salvage, these tariffs that are being floated around or whatever they are put in place, would that be much of an impact to them? I guess what I'm getting at with the reciprocal tariffs, there was a lot of noise about the differential on the tariff from an American car imported into Europe versus a European car imported into the United States, meaning new cars. But are there really is there really the potential for onerous tariffs on salvage that's exported out of this country?

Look, it's a hard question for us to navigate since I don't think anyone has been really clear about what things are part of the tariff. So it's very hard to really give you a detailed answer. Again, our belief is these assets are needed. And what we worry more about is probably the short-term impact in the long term. We probably think of these as a tailwind as you think about price and ASP of what it means to it. But again, what we want to make sure we do with our partners is we need to show value for them in their P&L. And we know we can navigate this environment from a global base with the footprint that we have. We're one of the few that are truly global, no matter if it's Europe, Mexico, Canada to navigate this with our partners. So I think it's more short term and long term, I think there could be a tailwind as we think about what happens to price.

The next question comes from Maxim Sytchev with NBF.

I was wondering if you don't mind going back to the first point of the strategy, like the desire to achieve premium price performance across channels. Do you mind maybe building a little bit in terms of what exactly you're going to be doing from an operational perspective in order to achieve that?

Yes. The one thing that we take very serious from all of our partners is how do we continue to innovate and drive what we call premium price but also if you're a buyer in our marketplace, we want to make sure you have all the information and data you need to make a true decision to have confidence in what you're purchasing. So we know it's important in the marketplace. So we look at different auction channels. And we try to balance the liquidity in a time you need for cash along with, okay, ASP. So with all of our channels, if you want to be in CCET [ph] and be a Marketplace-E where we're kind of put a buy now price and negotiate for you and if you have a long period of time, we know that channel can produce a higher percent than if you're in a Ritchie Brothers live event and it's an unreserved auction. But the one thing about the Ritchie Live Event, you know you're going to get liquidity, right? So we look at it on a liquidity scale to price scale and we actively listen to our partners of what needs do you have and how do we help you solve it and the boom in bucket transaction is a great example of an innovation of how do we help build another marketplace to drive a higher price. So we're really -- our auction channels, how we market, how we bring new buyers to the marketplaces that we serve and then making sure for the buyers, they have the most accurate information and description for any equipment or autos in our channel. And a good example in auto, we added trim level data to all of our automotive deals. I think we're over 95%. You actually get the right description trend and we're the first ones to do that which we have seen it added to our ASP. So they're just examples of the things we constantly think about.

And maybe one quick question for Eric, if I may. In terms of the CapEx investments, how should we think about sort of the incremental ROI in this? Is this to support future growth? Or is it to support already sort of on market share and you have to enable those investments to support those clients. How should we think about this?

Yes, Maxim. I would say it's both of the above. Some of it is existing looking at opportunities where it makes sense. We would look to purchase some properties. As I articulated on the remarks, we won the Australia automotive business. We're really excited about the opportunity but that comes with some incremental investment. But again, we're excited about that win. And that opportunity. So it's really a combination of the things above. On the tech side, we have Nancy on board now. We are continuing on our path to improve our technology and improve the experience for our customers. So we're excited about those investments and they all have a lens that we look at it with a return on investment analysis.

And Max, I would just add to Eric's point, when you think about Australia, Yes, we got our first win. But as you can imagine, this investment is based on multiple wins that we expect to get over a period of time to really make this investment, get down to the ROI that we want, getting the number 2 player to say, yes, was a great team effort and again, very proud of the team. But our expectation, as we look 5 years out, we expect there to be more wins, so we get ROI that we want.

The next question comes from Steven Hansen of Raymond James.

Just curious, Jim, you referenced in the past a few other initiatives, one being hiring additional sales reps to broaden your territory REIT -- or your REIT's, I guess, from the origination standpoint. Can you just want to give us an update as to how that strategy has been going from a market share gain perspective?

Yes. It's going really well, we really feel really comfortable. What we want to get better at is when you hire someone, how do you get them up to speed as quickly as possible, right? So we just brought in someone new on our HR team, someone who I worked before in my Collision days. So I feel really good that's going to help our team get up to speed. But we see a great ROI in the program. And what I feel really good about is as we get really efficient at bringing people in and getting them up to speed, there are areas where we know we can still add people to take market share. So we're going to stay focused on a program but we feel really good about the ROI that we get. And like I said, what we have to get better at is how do you get someone up to speed as quickly as possible.

And then just the last one for me is just -- I think it's -- I'm not sure how fair it is but you've been criticized in the past with your CAT performance. It sounds like your comments here today suggest your SLAs on CAT performance have been meeting or exceeding most expectations. I mean does that take away some of the hindrance you've had in the past on winning market share back? I mean, do you view that as a step change forward, I guess, is the question in terms of your ability to win new business and performing well on CAT.

Great question. And kind of how I would -- look, I wasn't here for some of the perceived issues that people put on IAA's shoulders. But the one thing I can tell you, since I've been here, when I look back at some of the data, I believe IAA has performed very well in most CATs I know there was a partner issue in the past. So for me, what I'm really focused on for that partner is to show how consistent and reliable our services. And for this specific season that we just pay us the e-mails I got from our current partners about our performance and how well the team did. I'm very proud of it. And I'm -- there's only two of us and I'm willing to put our performance up against everyone. And again, the one thing that we did is we immediately e-mailed out our performance results to everyone. So everyone in the industry you can see how well we performed and how we did perform. They can choose if they thought it was well or not but I consider that we did really well. So I don't think there should be any doubt in anyone's mind that if it's the daily business of process and salvage or a categories event that there should be any worry if IAA can perform or not. But again, some of that is up to other people to make that decision and not mine but I feel really good about the transparency that we have done for this whole year and this CAT event. And I believe the team did a great job this year.

The next question comes from Michael Feniger with Bank of America.

I just want to ask -- the SG&A, I think, was down year-over-year, at least on the reported number, while GTV was up I'm just curious, I know you guys are investing back in the business. Is there anything you want to flag on the cost line that we should be aware of? And just lastly, Jim, I'm just curious, obviously, great performance this year on the take rate. As we think about 2025, what are you guys kind of embedding in that outlook? Are you assuming the take rate stay where it is? Is there assumption that there will be an increase in buyer fees or incremental growth from marketplace services? Anything you guys have put into place early this year that is driving that take rate? Just -- anything that can kind of help us out on that part would be great.

Yes. No, let me start at a high level, then I'll pass it to Eric if he wants to add any more detail. And we have a very disciplined take rate, see, review process that we do every single year and we follow it again this year. So I'm not going to get into any specifics of what we have in our forecast or assumptions. But we follow a very disciplined process that we implement typically in the first of the year, then we do evaluations as we go throughout the year to see if any adjustments need to be made. So Eric, do you have any other fee or conversation?

Not on GTV. Yes, I think on the SG&A side, your first question there -- as I came on board and Jim shares this philosophy, right, we're going to continue to focus on managing our operating efficiency while over-delivering against our partners expectations. So I think the SG&A performance is just in line with that continuous discipline that we've instilled in the organization to make sure that we manage our costs effectively but also make sure we invest in the business. We just talked about the sales force expansion and how we're continuing that effort and are happy to do that. So it's this balance of making sure the remove costs that don't need to be there but also continue to invest in the business. And that's going to be a discipline that will continue under my tenure and I'm sure under Jim's.

And Michael, I would just add to Eric's comment is just to remind you the group, the way RB Global became RB Global is through a lot of integration -- a lot of acquisitions that kind of happen over time. So what we're really pushing are keen to Eric's point, is making sure we're running this business very effectively and efficiently and we're going to be relentless with that. We're going to keep going until we feel like we really have a very effective, efficient organization with the structure, roles and responsibilities. It's something we're never going to not focus on it, right? Even if we think we're the best and we're optimal, there's always going to be a push to how do we get better at what we're doing from inefficiently. But to Eric's point, the one thing we're never going to lose is we have to over deliver on our commitments to our partners and we have to add value in their P&L. What makes me feel really good is when we go into a partner for any kind of quarterly review and they tell me they can see what we're talking about in their P&L. Then I know -- that's when I know I feel really good about what the team is doing but we're going to be relentless to make sure we operate at a very efficient business and right or wrong, some of the things in our favor is when you grow by acquisitions in your older company that tends to give you the ability to have some of that opportunities in front of you.

This concludes the question-and-answer session. I'll turn the call to CEO, Jim Kessler for closing remarks.

Thank you so much. And just wanted to thank everyone for their participation. We really do appreciate it. The one thing I would be remiss is the executive team is down here in Orlando. We are at the World Famous Orlando auction on a construction, transportation side of the business. This week is always an exciting week. We just had our customer appreciation event last night, probably the most well attended since I've been here and probably in the history of the company. But when you have a week like this with the amount of GTV, we're going to process in a very short period of time. I just wanted to thank all of our teammates. Thank you for all your hard work. It is very much appreciated. And then the great thing is, after this week, next week, we turn our attention on the automotive side, IAA has their industry event next week where we'll see a lot of our partners and get to talk about '24 and then talk about '25 innovation and what's to come. And how we're going to add value. So I just want to thank all of our teammates. Thank you for all your hard work. We really appreciate it and we're going to keep it going. So thank you so much and everyone, have a great night.