Rb Global, Inc. · TSX:RBA

Rb Global — Ritchie Bros. Auctioneers — Proxy Contest (February 2023)

68 slides from Rb Global's proxy contest presentation, Feb 28, 2023

  1. Slide 1: Preserve RBA's Value: Vote No

    STRICTLY CONFIDENTIAL . NOT FOR PUBLIC DISTRIBUTION . PRESERVE RBA’ S VALUE VOTE NO F EBRUARY 2023

  2. Slide 2: Disclaimer

    DISCLAIMER 2 This presentation and any of the information contained herein (this “Presentation”) is for discussion and general informational purposes only, and is not complete. This Presentation does not have regard for the specific investment objective, financial situation or the particular need of

  3. Slide 3: What We Will Prove in This Presentation

    WHAT WE WILL PROVE IN THIS PRESENTATION 3 • Management self - servingly sandbagged their forecasts — The Lowered Base Case created at the 11th hour is materially below historic performance, sell - side estimates, Q4 2022 actuals, and current business trends — The Original Forecast is in - line with

  4. Slide 4: Glossary of Terms

    GLOSSARY OF TERMS 4 • Evergreen Commitment: — This was delivered by the current management team and Board in 2020 and reiterated in June 2022 — It calls for an EBITDA CAGR of mid - teens to 20% on average annually over 5 – 7 years — As we will highlight, the Company has on dozens of public occasions

  5. Slide 5: How RBA's Terminal EBITDA Was Cut by >$100M to Justify the Deal

    HOW RBA ’ S TERMINAL EBITDA WAS CUT BY >$100M TO JUSTIFY THE DEAL 13 . 5 % E BIT D A CAGR • Given as average targets over a 5 – 7 - year period • EBITDA performance has been at the low - end of the targets looking at the first 3 years since commitment Evergreen C o mm i t m e n t Ori g i n al F o r

  6. Slide 6: RBA Self-Servingly Sandbagged Its Own Standalone Valuation

    RBA SELF - SERVINGLY SANDBAGGED ITS OWN STANDALONE VALUATION TO JUSTIFY THE IAA DEAL 89 6 76 104 73 86 118 6 0 4 0 2 0 - 8 0 1 0 0 1 2 0 1 4 0 Goldman - Lowered Goldman - Original Base Case Forecast Goldman - Evergreen Comm i tme n t Guggenheim - Lowered Base Case Guggenheim - Original Forecast Gugg

  7. Slide 7: Last Resort Condemnation of Its Own Business Targets

    THE COMPANY APPEARS TO HAVE EMPLOYED A LAST RESORT CONDEMNATION OF ITS OWN BUSINESS TARGETS 7 • After reviewing the Company’s misleading materials, it is clear to us the Company is aware the deal does not economically work for shareholders using their Original Forecast — The Company made no attempt

  8. Slide 8: Luxor Is Not Short IAA

    LUXOR IS NOT SHORT IAA 8 • As we previously stated in our letter on Feb 13 th and are re - iterating, “ Luxor Capital is not short IAA , nor do we have any agreements, contracts, or other means of expressing that position” — The letter can be found here: https://www.luxorcap.com/Lux02132023.pdf • Fi

  9. Slide 9: Company's Own Valuation Methodology Shows the IAA Deal Destroys Value

    COMPANY ’ S OWN VALUATION METHODOLOGY MAKES IT CLEAR THAT 9 THE IAA DEAL DESTROYS SHAREHOLDER VALUE • On to what matters: the IAA merger destroys value for RBA shareholders • In Luxor’s Feb 17 th presentation, we provided a detailed DCF analysis showing that the deal economics did not work when usin

  10. Slide 10: Market Continues to Make Its Distaste for the Deal Known

    8 0 9 0 8 5 1 1 5 1 1 0 1 0 5 1 0 0 9 5 1 2 0 1 3 0 1 2 5 RBA vs. Peer and Indexes Price Performance (Indexed To 100) (2) (1) Comparable peers shown are from J.P. Morgan in RBA merger proxy filing. No other bank provided RBA comparable companies. “2022 Proxy Statement Peer Group” refers to the peers

  11. Slide 11: Why Does Management Want a Horribly Dilutive Deal?

    W HY DOES MANAGEMENT WANT TO DO A HORRIBLY DILUTIVE DEAL ? B ECAUSE THEY WIN EVEN IF SHAREHOLDERS LOSE • The Company’s presentation and 2022 proxy disclosed that 50% of management’s compensation is tied to total earnings growth, not earnings per share growth • This means that management is incentivi

  12. Slide 12: Resounding Criticism from Shareholders: Vote No

    THE RESOUNDING CRITICISM FROM SHAREHOLDERS COULD NOT BE CLEARER – VOTE NO We do not stand alone in our belief that there is no strategic rationale for these companies to be merged “We have significant misgivings about the strategic and financial rationale for this deal, and think the structure and t

  13. Slide 13: Agenda

    A GE N D A • The Board’s Obfuscation on the Manipulated Forecasts • The Deal Valuation Would Not Have Been Acceptable Without An Eleventh - Hour Change To The Forecasts • Did The Board Woefully Misunderstand RBA’s Business or Willfully Misrepresent It? • Appendix: Three Years Of Management’s Quotes

  14. Slide 14: Fabricated Forecast Shortchanged RBA Investors

    FABRICATED FORECAST USED BY RBA MANAGEMENT SHORTCHANGED RBA INVESTORS 14 • RBA’s Original Forecast for the IAA Merger were created in August 2022, and lined up with the low end of the Company’s publicly stated financial forecast • At the ‘eleventh hour’, after the deal terms were agreed, two weeks b

  15. Slide 15: Summary: A Changing Narrative Can't Hide the Facts

    SUMMARY : A CHANGING NARRATIVE CAN ’ T HIDE THE FACTS 15 • The Company’s Feb 22 nd presentation did not address the material divergence between their proxy projections, which were signed off twice (Nov 7 th 2022 & Jan 21 st 2023), and the actual Q4 results: • The Company appears to have deliberately

  16. Slide 16: Sell-Side Estimates vs. Management Proxy Case (I/II)

    SELL - SIDE ESTIMATES VS . MANAGEMENT PROXY CASE ( I / II ) The narrative that the Company’s Lowered Base Case was “consistent with sell - side estimates” (Bloomberg Article on Feb 17 th ) is highly misleading and intellectually dishonest FY23E Management Forecast vs. Sell - Side How The Company Is

  17. Slide 17: Sell-Side Estimates vs. Management Proxy Case (II/II)

    SELL - SIDE ESTIMATES VS . MANAGEMENT PROXY CASE ( II / II ) Current Sell - Side FY24E Adj. EBITDA estimates are consistent with the Original Forecast, not the Company’s Lowered Base Case Note: Sell - Side estimates as of Feb 23 rd , 2023. Sell Side Estimates for FY24 are assumed to exclude SBC expe

  18. Slide 18: Management Proxy Projections vs. Actuals (I/III) – Income Statement

    MANAGEMENT PROXY PROJECTIONS VS . ACTUALS ( I / III ) – INCOME STATEMENT Q4 2022 actuals proved that the Lowered Base Case projections were far too conservative, yet the Board inexplicably determined there were “no material developments” that would require changes to the fairness opinion forecasts i

  19. Slide 19: Management Proxy Projections vs. Actuals (II/III) – Capex

    MANAGEMENT PROXY PROJECTIONS VS . ACTUALS ( II / III ) – CAPEX It is implausible that RBA management could “accidentally” miss on discretionary capex spend by +178% • Management wants investors to believe its materially higher go forward capex projections, yet they grossly overstated capex the first

  20. Slide 20: Management Proxy Projections vs. Actuals (III/III) – Free Cash Flow

    MANAGEMENT PROXY PROJECTIONS VS . ACTUALS ( III / III ) – FREE CASH FLOW Actual ULFCF (Unlevered Free Cash Flow) in Q4 was an incredulous $200M higher than management projected in the fairness opinion (re - affirmed after Q4 end) used to value RBA in conjunction with the IAA deal • Management yet ag

  21. Slide 21: Why the Original Forecast Is the Correct One

    WHY THE ORIGINAL FORECAST IS THE CORRECT ONE • Management’s new Evergreen Commitment disclosed in the 2020 Investor Day used 2019 as the base year for go forward growth targets • From 2019 - 2022, RBA Adj. EBITDA incl. SBC grew at a CAGR of ~13% CAGR • From 2019 - 2022, RBA Adj. EBITDA excl. SBC, wh

  22. Slide 22: Management Is Disowning Its Evergreen Commitment

    M ANAGEMENT IS SHAMELESSLY DISOWNING ITS EVERGREEN COMMITMENT 22 • The Company’s silence in their Feb 22 nd presentation acknowledges that the deal does not work if shareholders believe in core RBA’s future potential, so the Board and management have taken to a shocking last resort tactic of disowni

  23. Slide 23: Evergreen Commitment Never Communicated as Aspirational (I/II)

    THE COMPANY ’ S 2020 AND 2022 INVESTOR DAY EVERGREEN COMMITMENT WERE NEVER COMMUNICATED AS “ ASPIRATIONAL ” ( I / II ) 23 Years of repeated statements by the company make it clear that the Evergreen Commitment was not “aspirational”, but firm and accountable commitments to shareholders regarding 5 –

  24. Slide 24: Evergreen Forecasts Never Communicated as Aspirational (II/II)

    THE COMPANY ’ S 2020 AND 2022 INVESTOR DAY EVERGREEN FORECASTS WERE NEVER COMMUNICATED AS “ ASPIRATIONAL ” ( II / II ) It appears either the RBA management team and Board have been deceiving shareholders for nearly three years, or they are deceiving them now • “Turning to cashflow and liquidity, our

  25. Slide 25: Ms. Fandozzi Believed in the Evergreen Commitment Three Weeks Ago

    MS . FANDOZZI MADE IT CLEAR SHE BELIEVED IN THE EVERGREEN COMMITMENT AND “ UPSIDE ” PROXY FORECAST ONLY THREE WEEKS AGO 25 Only three weeks ago, before realizing investors understood the standalone case was clearly worth more than the pro forma company, Ms. Fandozzi continued to champion the attaina

  26. Slide 26: Going Back Eight Years to Find a Misleading Aspirational Quote

    RBA MANAGEMENT ’ S DESPERATION HIGHLIGHTED BY GOING BACK EIGHT YEARS TO FIND A MISLEADING “ ASPIRATIONAL ” QUOTE The Company had to go back eight years to find a single, misrepresentative reference of “aspirational”, by the prior CEO, Ravi Saligram (See Below) In a desperate attempt to suddenly down

  27. Slide 27: Former RBA CFO's Quote Also Taken Out of Context

    F ORMER RBA CFO ’ S QUOTE ALSO TAKEN OUT OF CONTEXT • On this same call, Ms. Driscoll, also stated: “As a reminder, our Evergreen Model reflects our expectation of how we believe our business will grow on an average annual basis over a 5 - to 7 - year horizon.” RBA management attempting to distance

  28. Slide 28: RBA Board and Management Speaking Out of Both Sides of Their Mouth

    RBA BOARD AND MANAGEMENT APPEAR TO BE SPEAKING OUT OF BOTH SIDES OF THEIR MOUTH Source: Company Presentations. RBA Board and Management are telling shareholders that the Evergreen Commitment they championed for three consecutive years is not trustworthy. They have resorted to insulting their own bus

  29. Slide 29: Use of GTV Performance to Dismiss Evergreen Commitment Is Wrong

    MANAGEMENT ’ S USE OF GTV PERFORMANCE TO CLAIM THE EVERGREEN COMMITMENT ARE INAPPROPRIATE FOR VALUATION IS JUST PLAIN WRONG GTV does not drive valuation - EBITDA and FCF do. The Company has met the low - end of its Adj. EBITDA CAGR Evergreen Commitment from 2019 - 2022 (~14%) despite severe supply c

  30. Slide 30: Company Created False Historical Targets

    THE COMPANY MISLEADINGLY CLAIMED IT DID NOT ACHIEVE ITS EVERGREEN COMMITMENT BY CREATING FALSE HISTORICAL TARGETS As we will show on the subsequent four pages, the Company has attempted to change history. These hypothetical 2022 projections are based on a make - believe scenario that had no relation

  31. Slide 31: Company Conflates '19-'22 Guidance with '14-'19 Guidance

    298 - 450 428 400 350 300 250 200 150 100 50 F Y 1 4 F Y 1 9 F Y 2 2 • The Company is claiming that if the 2020 Evergreen Commitment had been achieved from 2014 - 2022, EBITDA would have been $642M in 2022, or grown at a CAGR of 17% from 2014 - 2022 • The plain and simple fact is that for the entire

  32. Slide 32: Company Achieved Its 2015 Evergreen Bottom Line Growth Commitment

    THE COMPANY ACHIEVED ITS 2015 EVERGREEN BOTTOM LINE GROWTH COMMITMENT OVER ALL RELEVANT TIME PERIODS MEASURED FACT : The primary bottom - line target given in the 2015 Evergreen Commitment was EPS growth of HSD - LDD And the Company achieved that guidance in every relevant time period $0.94 $1 . 4 4

  33. Slide 33: RBA Disclosed Beating Its Evergreen Commitment

    RBA DISCLOSED BEATING ITS EVERGREEN COMMITMENT Source: Company Presentations. 33 From the RBA 2020 Investor Day Presentation Despite disclosing in Q3 2020 that the vast majority of Evergreen Commitments were being met, the Company now wants you to believe that its Evergreen Commitment was never achi

  34. Slide 34: 2015 and 2020 Evergreen Commitments Were Completely Different

    THE 2015 AND 2020 EVERGREEN COMMITMENTS WERE COMPLETELY Source: Company Presentations. 34 DIFFERENT AND CANNOT BE COMPARED ACROSS TIME PERIODS 2015 Evergreen Commitment 2020 Evergreen Commitment Relevant Period For Performance Measurement 2014 - 2019 2019 - 2022 (Present) GTV Growth High Single Digi

  35. Slide 35: Misled Investors with Selective Incentive Plan Disclosure

    THE COMPANY AGAIN MISLED INVESTORS BY JUSTIFYING ITS LOWBALLED FORECAST WITH SELECTIVE INCENTIVE PLAN DISCLOSURE • The Company’s Feb 22 nd presentation made the claim that the Lowered Base Case forecast (~8.8% 2022 - 2026 EBITDA CAGR) was consistent with the management incentive plans, and that is w

  36. Slide 36: RBA Performing Far Better in Q1 '23 Than Management Admits

    RBA IS PERFORMING FAR BETTER IN Q1 ‘23 THAN MANAGEMENT ADMITS • Ritchie auctions are heavily weighted to the month of March, so the data tracks listings for the auctions as compared to the same period last year. Listings are up ~27% Y/Y • Having said that we already have positive results from the fi

  37. Slide 37: Data Provides Accurate Historical Insight into RBA's Performance

    DATA PROVIDES ACCURATE HISTORICAL INSIGHT INTO RBA ’ S PERFORMANCE G T V GTV sold by platform • Historically this data set has been very accurate, with an average error rate of - 1.2% since Q3 2019 • As we will discuss on the following page, we believe management continues to misrepresent the future

  38. Slide 38: IAA vs. Copart Q4 2022 Performance

    IAA VS . COPART Q4 2022 PERFORMANCE Source: SEC Filings. Company Press Releases. IAA continues to bleed share to Copart in Q4 2022 as evidenced by their diverging unit volume growth rates 0 . 3 % 2 . 9 % ( 3 . 7 % ) 4 . 0 % Q4 2022 Volume Growth 9.0% 4 . 7 % 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% ( 2 . 0 %

  39. Slide 39: Copart's Advantage Continues to Balloon

    COPART ’ S ADVANTAGE CONTINUES TO BALLOON … 1 3 0 1 2 0 1 1 0 1 0 0 1 4 0 1 8 0 1 7 0 1 6 0 1 5 0 2 0 1 5 2 0 1 6 2 0 1 7 2 0 1 9 CPRT 2 0 2 0 2 0 2 1 2 0 2 2 Copart vs. IAA Indexed Volumes 2018 I A A Note : The figures above compare IAA total volume growth against Copart disclosed quarterly North A

  40. Slide 40: Conclusion: RBA's Changing Narrative Can't Hide the Facts

    CONCLUSION : RBA’ S CHANGING NARRATIVE CAN ’ T HIDE THE FACTS 40 • The RBA Board and management team have lost all credibility relating to the accuracy and poor faith nature of their fairness opinion Lowered Base Case when considering those forecasts missed Q4 2022 (the first quarter into the foreca

  41. Slide 41: Agenda

    A GE N D A • The Board’s Obfuscation on the Manipulated Forecasts • The Deal Valuation Would Not Have Been Acceptable Without An Eleventh - Hour Change To The Forecasts • Did The Board Woefully Misunderstand RBA’s Business or Willfully Misrepresent It? • Appendix: Three Years Of Management’s Quotes

  42. Slide 42: Summary: The Standalone Path Is Better

    SUMMARY : THE STANDALONE PATH IS BETTER 42 • We are surprised to see the Company taking issue with our DCF assumptions in our presentation materials as they are not our assumptions, but rather the assumptions used by Goldman Sachs and Guggenheim, the Company’s own advisors • Using the Company’s advi

  43. Slide 43: How RBA's Terminal EBITDA Was Cut by >$100M to Justify the Deal

    HOW RBA ’ S TERMINAL EBITDA WAS CUT BY >$100M TO JUSTIFY THE DEAL 13 . 5 % E BIT D A CAGR • Given as average targets over a 5 – 7 - year period • EBITDA performance has been at the low - end of the targets looking at the first 3 years since commitment Evergreen C o mm i t m e n t Ori g i n al F o r

  44. Slide 44: RBA Sandbagged Its Own Standalone Valuation

    RBA SANDBAGGED ITS OWN STANDALONE VALUATION TO JUSTIFY THE IAA DEAL 89 Note: Luxor’s RBA Original Forecast Case assumes punitive cumulative capex of $390M from ‘23 - ’26 vs. the Company’s Lowered Base Case assumption of $367M. Source: SEC Filings. 44 76 104 73 86 118 6 0 4 0 2 0 - 8 0 1 0 0 1 2 0 1

  45. Slide 45: RBA Criticizes Luxor's Valuation Based on Its Own Advisors' Assumptions

    RBA CRITICIZES LUXOR ’ S VALUATION ANALYSIS WHICH IS BASED OFF RBA ’ S OWN FINANCIAL ADVISORS ' ASSUMPTIONS AND RBA ’ S PROJECTIONS When using RBA’s advisors own DCF assumptions and the Original Forecasts which are consistent with the low - end of the Evergreen Commitment, it is abundantly clear tha

  46. Slide 46: Correcting RBA's Flawed Trading Comparable Analysis

    CORRECTING RBA ’ S APPARENT FLAWED TRADING COMPARABLE ANALYSIS An swer RBA attempted to mislead investors by showing the “median” valuation (vs. mean which is standard) for a set of nonsensically chosen peers which are not marketplace business models. RBA trades at a dramatic discount to marketplace

  47. Slide 47: No Matter What Marketplace Peers, RBA Is Dramatically Undervalued

    N O MATTER WHAT MARKETPLACE PEERS YOU CHOOSE , RBA IS DRAMATICALLY UNDERVALUED RBA used stale sell - side estimates in its Feb 22 nd presentation to value its own business (which only included two analysts). After reporting Q4, consensus RBA figures were updated, and current figures continue to show

  48. Slide 48: Conclusion: RBA Is Worth More Alone

    CONCLUSION : RBA IS WORTH MORE ALONE 48 • RBA Board and management were noticeably silent and made no attempt to refute Luxor’s analysis in its Feb 17th presentation that showed the deal economics did not work when using the Original Forecast that RBA provided, along with RBA’s advisors’ DCF assumpt

  49. Slide 49: Agenda

    A GE N D A • The Board’s Obfuscation on the Manipulated Forecasts • The Deal Valuation Would Not Have Been Acceptable Without An Eleventh - Hour Change To The Forecasts • Did The Board Woefully Misunderstand RBA’s Business or Willfully Misrepresent It? • Appendix: Three Years Of Management’s Quotes

  50. Slide 50: Summary: The Board Has Failed to Protect RBA Shareholder Interests

    SUMMARY : THE BOARD HAS FAILED TO PROTECT RBA SHAREHOLDER INTERESTS 50 • The Board failed to prioritize RBA shareholder interests — Made no serious attempt to shop Starboard’s expensive preferred equity financing — Puzzlingly approved a final bid ( $ 46 . 88 ) that was higher than the original bid (

  51. Slide 51: Claim Board Seriously Considered IAA for Years Is Inconsistent with Proxy

    THE CLAIM THAT THE RBA BOARD HAD SERIOUSLY CONSIDERED IAA AS AN ACQUISITION TARGET FOR YEARS IS INCONSISTENT WITH THE PROXY From The Proxy Statement Implication on Flawed Process and Board Oversight “On August 13, 2021, Mr. Kett emailed Ms. Fandozzi to ask if she was available to meet to discuss a p

  52. Slide 52: Timeline of the Board's Process Shows Poor Negotiation

    A TIMELINE OF THE BOARD ’ S PROCESS SHOWS A POOR NEGOTIATION PROWESS ON BEHALF OR RBA SHAREHOLDERS Jun - 22 Ju l - 22 Aug - 22 S e p - 22 Oct - 22 N ov - 22 Dec - 22 May 24 th : Ms. Fandozzi delivers proposal to acquire IAA at $46.00 per share based on cost synergy estimates of $150M June 15 th : Ms

  53. Slide 53: Acquiescent Board Did Not Protect Shareholders While Forecasts Were Manipulated

    ACQUIESCENT BOARD DID NOT PROTECT SHAREHOLDER INTERESTS WHILE THE FORECASTS WERE BEING MANIPULATED AT THE ELEVENTH HOUR Aug - 2 2 S e p - 2 2 Oc t - 2 2 N ov - 22 Aug 19 th , 2022: RBA Shares 5 - year Standalone Forecast with IAA Oct 5 th , 2022: IAA Agrees to RBA’s price of $46.88 Nov 7 th , 2022:

  54. Slide 54: The Board's Changing Narrative Surrounding the Proxy Forecast

    THE BOARD ’ S CHANGING NARRATIVE SURROUNDING THE PROXY FORECAST From The Proxy Statement What The Board Is Saying Now “On October 25, 2022, representatives of Goldman Sachs and Guggenheim Securities held a meeting with representatives of J.P. Morgan and reiterated the points Ms. Fandozzi had made in

  55. Slide 55: Why Does Management Want a Horribly Dilutive Deal?

    W HY DOES MANAGEMENT WANT TO DO A HORRIBLY DILUTIVE DEAL ? B ECAUSE THEY WIN EVEN IF SHAREHOLDERS LOSE • The Company’s presentation and 2022 proxy disclosed that 50% of management’s compensation is tied to total earnings growth, not earnings per share growth • This means that management is incentivi

  56. Slide 56: Starboard Preferred More Expensive Than Chosen Market Comp

    RBA PREFERRED APPROVED BY THE BOARD IS MORE EXPENSIVE THAN ITS CHOSEN MARKET COMP ON ALL KEY ECONOMIC TERMS The Starboard Preferred has a higher dividend, a higher conversion premium, a higher make - whole payment, better call protection, and better dividend protection relative to the single comp ch

  57. Slide 57: Board Does Not Understand Cost of Capital or Bought Support with Sweetheart Deal

    T HE BOARD EITHER DOES NOT UNDERSTAND THE COMPANY ’ S COST OF CAPITAL OR BOUGHT SUPPORT WITH A SWEETHEART DEAL • Kicking and screaming about assuming no hard maturity versus a 9 - year maturity (1) displays a deep misunderstanding or an attempt to distract by the Company . It has practically no impa

  58. Slide 58: RBA Management's Changing Tune on Deal Rationale

    RBA MANAGEMENT ’ S CHANGING TUNE ON DEAL RATIONALE IN THE Feb 14 th t h ) ( N ov 7 De al announced – “scale” (18 mentions) and “diversification” (8 mentions) given as primary deal rationale on Q3 earnings call Receives negative feedback from shareholders based on proxy statement disclosures (Dec 15

  59. Slide 59: Conclusion: Vote No

    CONCLUSION : VOTE NO 59 • RBA standalone is worth significantly more with far less risk than the combined company as shown by: — The - 18% stock price decline on the day of the deal announcement and continued underperformance vs. peers and indexes — The Company’s own financial advisors’ DCF model an

  60. Slide 60: Agenda

    A GE N D A • The Board’s Obfuscation on the Manipulated Forecasts • The Deal Valuation Would Not Have Been Acceptable Without An Eleventh - Hour Change To The Forecasts • Did The Board Woefully Misunderstand RBA’s Business or Willfully Misrepresent It? • Appendix: Three Years Of Management’s Quotes

  61. Slide 61: Management Quotes on the Evergreen Commitments

    • In addition to the quotes by RBA management on pages 23 - 24, on the following 6 pages we provide further references to the Evergreen Commitments / model by RBA’s CEO and CFOs on the 13 quarterly earnings calls and 4 analyst events held during the tenure of the current CEO at RBA i.e., from 2020 o

  62. Slide 62: Management Quotes on Evergreen Commitment (Earnings Calls)

    • We were very proud of the revenue growth, obviously in the quarter, which continues up into the right is our message. Our focus on the Evergreen commitment of taking our - if there is an Achilles heel in the business, historically, it's been the growth rate taking that higher and higher . So kind

  63. Slide 63: Management Quotes on Evergreen Commitment (Earnings Calls)

    • I would note that compared to 2019, the growth in non - GAAP adjusted operating income has far exceeded the pace of growth in our service revenue, which is in line with what we communicated when we rolled out our new Evergreen Model last year. • Sharon R. Driscoll (CFO), Q3 2021 Earnings Call • La

  64. Slide 64: Management Quotes on Evergreen Commitment (Earnings Calls)

    • I am pleased to note that operating free cash flow to net income came in at 125% for the year, well ahead of our 100% Evergreen target. • Sharon R. Driscoll, Q4 2020 Earnings Call • Question - BofA Securities: Could there be a quarter or 2 when SG&A growth is actually above the service revenue gro

  65. Slide 65: Management Quotes from December 2020 Investor Day

    • Now looking forward, here is how we are thinking about our Evergreen metrics and how we believe our financial model will perform over the next 5 to 7 years as we execute on this next phase of our strategy. I will remind you that this is not to be taken as annual guidance, but what we believe execu

  66. Slide 66: Management Quotes from 2020 Investor Day Q&A

    • Question - CIBC Capital Markets: Great. Just a quick question. You've shown quite a bit of detail in your Evergreen Model. But what we haven't seen is CapEx. Do you have an idea of a range of cumulative or annual CapEx you expect to put against these growth initiatives? Answer: Sure. It's Sharon h

  67. Slide 67: Management Quotes from Q4 2019 Earnings Call

    • We ended the year with an adjusted net debt to adjusted EBITDA ratio of 1x, down from 1.9x last year and well within our Evergreen target range of below 2.5x. • Sharon R. Driscoll, Q4 2019 Earnings Call on February 28, 2020 • Turning now to our Evergreen Model update. As a reminder, our Evergreen

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Ritchie Bros. Auctioneers — Proxy Contest (February 2023) on 6ix